Ainos, Inc. CEO Files Schedule 13D/A Amendment

TL;DR

CEO Chun-Hsien Tsai updated Ainos, Inc. (AIMD) ownership filing. No major changes reported.

AI Summary

On March 7, 2024, Ainos, Inc. filed an amendment (No. 6) to its Schedule 13D. The filing indicates that Chun-Hsien Tsai, the CEO of Ainos, Inc., is the reporting person. The filing pertains to the common stock of Ainos, Inc., with a par value of $0.01 per share.

Why It Matters

This filing is an update to a significant ownership disclosure, providing transparency on who holds substantial stakes in Ainos, Inc. and their intentions.

Risk Assessment

Risk Level: low — This is a routine amendment to a Schedule 13D filing, typically indicating updates to ownership information rather than significant new events.

Key Players & Entities

• Ainos, Inc. (company) — Subject company
• Chun-Hsien Tsai (person) — Reporting person and CEO

FAQ

Key Financial Figures

• $0.01 — Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securiti
• $0.94 — s stock price on the vesting date being $0.94 per share; and (ii) 56,700 shares of co
• $0.86 — s stock price on the vesting date being $0.86 per share. (2) Chih-Heng Lu acquired 6
• $0.92 — the open market at an average price of $0.92. (d) No other person is known to the P

Filing Documents

• aimd_sc13da.htm (SC 13D/A) — 56KB
• 0001654954-24-002944.txt ( ) — 58KB

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. 6 to Schedule 13D. (c) Since the most recent filing of Amendment No. 5 to Schedule 13D on January 29, 2023, the following transactions have occurred: (1) The Tsai Group acquired (i) 1,466 shares of common stock on January 31, 2024, in connection with the vesting of the restricted stock units, with the Issuer's stock price on the vesting date being $0.94 per share; and (ii) 56,700 shares of common stock on February 16, 2024, in connection with the vesting of the restricted stock units, with the Issuer's stock price on the vesting date being $0.86 per share. (2) Chih-Heng Lu acquired 6000 shares of common stock on February 16, 2024, in connection with the vesting of the restricted stock units, with the Issuer's stock price on the vesting date being $0.86 per share. During the period from January 31, 2024 to February 26, 2024, Mr. Lu purchased 400 shares of the Issuer's common stock from the open market at an average price of $0.92. (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. 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. Pursuant to the 2024 Voting Agreement II, Chih-Heng Lu has agreed to vote all of his shares subject to the voting agreement as determined at the sole discretion of Ainos KY. The agreement remains effective until December 31, 2025, or until (i) Ainos KY directly holds less than ten percent (10%) of the shares of the Company, or (ii) when Ainos KY possesses less than ten percent (10%) of the voting power in the Company. The 2024 Voting Agreement II 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. The agreement may be terminated with a written notice provided at least 10 business days in advance. 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 t

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits 4 EXHIBIT INDEX INCORPORATED BY REFERENCE EXHIBIT NUMBER DESCRIPTION FILED WITH THIS SCHEDULE 13D FILING DATE WITH SEC FORM EXH # HYPERLINK TO FILINGS 1 Voting Agreement dated on March 7, 2024 3/8/2024 10-K 9.4 Voting Agreement dated on March 7, 2024 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: March 11, 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. Note 2: Chun-Hsien Tsai's beneficially owns 276,219 (direct) shares, and 80,831 (indirect) shares, 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. 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 Chih-Heng Lu Director See Note 1. 89,000 7 SCHEDULE B Officers and Directors of TCNT Note 1: The address of each individual is c/o 10F-2, No. 66, Shengyi 5th Rd., Zhubei City, Hsinchu County 30261, Taiwan (R.O.C.) and each individual is a citizen of Taiwan. Note 2: The combined beneficial ownership of Chun-Hsien Tsai and Ting Chuan Lee totals 357,050 shares. Chun-Hsien Tsai directly an

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