Ainos CEO Tsai Amends 13D Filing, Updates Ownership Stake

Ticker: AIMDW · Form: SC 13D/A · Filed: Jan 29, 2024 · CIK: 1014763

Ainos, INC. SC 13D/A Filing Summary
FieldDetail
CompanyAinos, INC. (AIMDW)
Form TypeSC 13D/A
Filed DateJan 29, 2024
Risk Levellow
Pages7
Reading Time8 min
Key Dollar Amounts$0.01
Sentimentneutral

Complexity: simple

Sentiment: neutral

Topics: insider-ownership, amendment, corporate-governance

TL;DR

**Ainos CEO Chun-Hsien Tsai just updated his ownership filing, watch for details on his stake.**

AI Summary

Chun-Hsien Tsai, the CEO of Ainos, Inc., filed an Amendment No. 5 to his Schedule 13D on January 26, 2024, indicating a change in his beneficial ownership of Ainos, Inc. common stock. This filing updates previous disclosures regarding his stake in the company. This matters to investors because changes in a CEO's ownership can signal their confidence (or lack thereof) in the company's future prospects, potentially influencing stock price.

Why It Matters

This filing updates the public record on the CEO's stake, which can be a signal of insider sentiment and potentially impact investor confidence.

Risk Assessment

Risk Level: low — This is an amendment to a standard ownership disclosure, not indicating any immediate high-risk event.

Analyst Insight

Investors should review the full Schedule 13D/A filing to understand the specific changes in Chun-Hsien Tsai's beneficial ownership and assess any potential implications for Ainos, Inc. stock.

Key Players & Entities

FAQ

Who is the reporting person for this SC 13D/A filing?

The reporting person for this SC 13D/A filing is Chun-Hsien Tsai, who is identified as the Chief Executive Officer of Ainos, Inc.

What is the name of the issuer whose securities are being reported on?

The name of the issuer is Ainos, Inc., as stated in the 'Name of Issuer' section of the filing.

What is the CUSIP number for the class of securities involved in this filing?

The CUSIP number for the Common Stock, $0.01 par value, of Ainos, Inc. is 00902F303.

What was the date of the event that required this filing?

The date of the event which required the filing of this statement was January 26, 2024.

What is the par value of the Common Stock of Ainos, Inc.?

The par value of the Common Stock of Ainos, Inc. is $0.01, as specified in the 'Title of Class of Securities' section.

Filing Stats: 2,037 words · 8 min read · ~7 pages · Grade level 10.8 · Accepted 2024-01-29 16:10:32

Key Financial Figures

Filing Documents

Security and Issuer

Item 1. Security and Issuer This statement relates to the shares of common stock (" Common Stock ") of Ainos, Inc., a Texas corporation (the " Issuer "), the principal executive offices of which are located at 8880 Rio San Diego Drive, Suite 800, San Diego, CA 92108.

Identity and Background

Item 2. Identity and Background (a-b) This Schedule is being filed by Ainos Inc., a Cayman Islands corporation (" Ainos KY "). The principal business and office address of Ainos KY is P. O. Box 31119 Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1 - 1205 Cayman Islands. Ainos KY is controlled by Taiwan Carbon Nano Technology Corporation, a Taiwanese corporation (" TCNT " and together with the Issuer, the " Parties "). The principal business and office address of TCNT is 10F-2, No. 66, Shengyi 5th Rd., Zhubei City, Hsinchu County 30261, Taiwan (R.O.C.). (c) The principal business of Ainos KY is a holding company of the Issuer's securities. The principal business of TCNT is the development of advanced materials for industrial and medical device applications. (d-e) During the last five years, the reporting person, and their respective executive officers and directors, as applicable, have not (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration The information requested by this Item 3 is incorporated herein by reference to Item 5 hereof.

Purpose of Transaction

Item 4. Purpose of Transaction The Parties acquired the Common Stock in the Issuer for investment purposes. Except as disclosed herein, each of the Parties has no plans which relate to or would result in an event described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. However, each of the Parties may, from time to time, engage in discussions, whether initiated by the Parties or another party, concerning proposals for transactions or other arrangements that may relate to or, if consummated, result in an event described in Item 4 of Schedule 13D. Each of the Parties may review and evaluate their respective investments in the Issuer at any time, whether in light of the discussions described in the immediately preceding sentence or otherwise, which may give rise to plans or proposals that, if consummated, would result in one or more of the events described in Item 4 of Schedule 13D. Any such discussion or actions may consider various factors, including, without limitation, the Issuer's business prospects and other developments concerning the Issuer, alternative investment opportunities, general economic conditions, financial and stock market conditions and any other facts and circumstances that may become known to the Parties regarding or related to the matters described in this Schedule 13D. 3

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer (a-b) The information requested by these paragraphs is incorporated herein by reference to the cover pages to this Amendment No. 5 to Schedule 13D. (c) During the past sixty days, no transactions of Common Stock of the Issuer occurred by the reporting person and the Tsai Group. (d) No other person is known to the Parties to have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares. (e) Not applicable.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer The information set forth in Item 5 of this Schedule 13D is hereby incorporated by reference into this Item 6, as applicable. On January 26, 2024, Ainos Inc., Stephen T. Chen, Virginia M. Chen, Stephen T. Chen and Virginia M. Chen as trustees of the Stephen T. Chen and Virginia M. Chen Living Trust, dated April 12, 2018 (collectively the "Chen Group"), and Hung Lan Lee (the "Lee") agreed to terminate the voting agreement dated on December 9, 2021. Pursuant to the 2024 Voting Agreement, Chun-Hsien Tsai, Ting Chuan Lee, Chun-Jung Tsai, and Chung-Yi Tsai have agreed to vote all of their shares subject to the Voting Agreement as determined at the sole discretion of Ainos KY. The Voting Agreement may only be terminated if (i) Ainos KY directly holds less than ten percent (10%) of the shares of the Company; or (ii) when Ainos KY directly holds shares which have less than ten percent (10%) of the voting power in the Company. The 2024 Voting Agreement will cease to apply to a particular Stockholder when the Stockholder holds no shares in the Company; or when the Stockholder ceases to be subject to the obligations under Section 16 of the Securities Exchange Act of 1934, if applicable. Other than the foregoing agreements and arrangements, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among Ainos KY or the Parties and any other person with respect to any securities of the Issuer, including, but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. 4

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits EXHIBIT INDEX INCORPORATED BY REFERENCE EXHIBIT NUMBER DESCRIPTION FILED WITH THIS SCHEDULE 13D FILING DATE WITH SEC FORM EXH # HYPERLINK TO FILINGS 1 Termination Agreement dated on January 26, 2024 X 2 Voting Agreement dated on January 26, 2024 X 5 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: January 29, 2024 By: /s/ Chun-Hsien Tsai Director and CEO of Ainos Inc., a Cayman Islands corporation 6 SCHEDULE A Officers and Directors of Ainos KY Note 1: The address of each individual is c/o Ainos, Inc., P. O. Box 31119 Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1 - 1205 Cayman Islands and each individual is a citizen of Taiwan except for Mr. Yukio Sakamoto, who is a citizen of Japan. Note 2: Chun-Hsien Tsai's beneficially owns 276,219 (direct) shares, including 26,100 restricted stock units to be vested on February 15, 2024, and 80,831 (indirect) shares, including 14,400 restricted stock units to be vested on February 15, 2024, beneficially owned by his wife, Ting Chuan Lee, a director of the Issuer. Note 3: Chun-Jung Tsai beneficially owns 72,186 shares of Common Stock of the Issuer, including 16,200 restricted stock units to be vested on February 15, 2024. Chun-Hsien Tsai is also Chairman, President and CEO of the Issuer. Chun-Jung Tsai is also a director of the Issuer. Name Principal Occupation (and name/address of employer if not one of the entities listed on this Schedule) Principal Business Address Interest in Issuer (in shares of Common Stock) Hung-Szu Tung Director See Note 1. None Chun-Hsien Tsai Director & CEO See Note 1. 357,050 2 Chun-Jung Tsai Director See Note 1. 72,186 3 Yukio Sakamoto Director See Note 1. None Chih-Heng Lu Director See Note 1. 82,600 7 SCHEDULE B Officers

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