Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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Ainos, Inc. (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
00902F402 (CUSIP Number) |
Chun-Hsien Tsai 14F.,No. 61, Sec. 4, New Taipei Bouleva,, Xinzhuang District New Taipei City 242, F5, F5 886-37-581999 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/28/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 00902F402 |
| 1 |
Name of reporting person
Taiwan Carbon Nano Technology Corporation | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
TAIWAN
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
989,925.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
13.62 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
The number of securities in Row 7 includes 989,925 shares of common stock, $0.01 par value, of Ainos, Inc., a Texas corporation (the "Issuer"), owned directly by Taiwan Carbon Nano Technology Corporation ("TCNT"), which are subject to a voting agreement between TCNT and Ainos Inc., a Cayman Islands corporation ("Ainos KY"). The percentage in Row 13 is based the sum of, (i) 4,812,634 shares of Common Stock outstanding as of November 13, 2025 as set forth in the Quarterly Report on Form 10-Q of the Issuer filed with the SEC on November 13, 2025, (ii) 950,000 shares of Common Stock granted and vested on November 25, 2025 as special stock awards, which were approved by the shareholders of Ainos, Inc. on November 7, 2025, (iii) 19,531 shares issued for service fee; (iv) 323,846 shares issued from December 5, 2025 to January 28, 2026 in the Issuer's at-the-market offering, and (v) 1,160,000 shares of Common Stock issued to ScentAI Inc. on December 30, 2025. Except as set forth below, there are no changes to the information set forth in the Statement.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 per share | |
| (b) | Name of Issuer:
Ainos, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
3050 Post Oak Blvd, Suite 510-T80,, Houston,,
TEXAS
, 77056. | |
Item 1 Comment:
This Amendment No. 2 ("Amendment No. 2") amends the Schedule 13D first filed with the Securities and Exchange Commission on August 21, 2024 (the "Original Statement"), as amended and restated by Amendment No. 1 dated October 9, 2025, Unless otherwise indicated, all capitalized terms used and not defined herein have the respective meanings assigned to them in the Schedule 13D. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
On August 6, 2024, the Issuer entered into the License Agreement with TCNT. Pursuant to the License Agreement, TCNT has agreed to assign and grant, and the Company has agreed to accept, an exclusive, irrevocable, and perpetual license of certain invention patents and patent applications related to gas sensors and medical devices (the "Licensed Patents"), in exchange for 5,500,000 shares of the Common Stock, at a price per share of 1.05 times the highest closing sale price of the Common Stock during the 30-trading day period preceding the effective date of the License Agreement. On August 15, 2024, the Issuer issued the 5,500,000 shares to TCNT pursuant to the License Agreement. On June 30, 2025, the Issuer effected an one-for-five reverse stock split of its common stock. From June 25, 2025 through October 6, 2025, TCNT sold a total of 62,794 shares of the Common Stock. On January 28, 2026, TCNT sold 46,000 shares of Common Stock. | ||
| Item 4. | Purpose of Transaction | |
TCNT sold the shares of the issuer's common stock for general operating purposes. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Items 5 of the Statement are hereby amended and restated as follows: (a) - (b) The information requested by these paragraphs are incorporated herein by reference to the cover pages to this Amendment No. 1. | |
| (c) | Since the most recent filing of Schedule 13D on October 9, 2025, the following transactions have occurred: On January 28, 2026, TCNT sold 46,000 shares of Common Stock. | |
| (d) | No other person is known to the parties to have the right to receive or the power to direct the receipt of dividends or the proceeds from the sale of the shares (other than their respective records owner). | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
TCNT directly holds 989,925 shares of Common Stock. On January 1, 2026, Ainos KY and TCNT entered into a voting agreement (the "Voting Agreement") with respect to the voting stock of the Issuer held by TCNT. Pursuant to the Voting Agreement, TCNT has agreed to vote all of the voting stock of the Company that is current owns or will acquire in the future in the manner determined by Ainos KY in its sole discretion. The Voting Agreement will continue in effect until the first anniversary and shall automatically be extended for additional one (1) year periods unless the otherwise terminated. The Voting Agreement will cease to apply to a particular stockholder when the stockholder holds no shares in the Issuer. Except as set forth herein, the reporting person has no other contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 1: Voting Agreement, dated January 1, between Ainos, Inc. and Chun-Hsien Tsai, Ting Chuan Lee, Chun-Jung Tsai, Chung-Yi Tsai, Chih-Heng Lu, Taiwan Carbon Nano Technology Corporation, and Hsin-Liang Lee (incorporated by reference to Exhibit 1 of the Amendment No.14 to the Schedule 13D filed by Ainos Inc. with the SEC on January 30, 2026). | ||
| 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.
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