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.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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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 Boulevard, Xinzhuang District New Taipei City, F5, 242 886-37-581999 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/30/2025 (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
ScentAI Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
SC | ||||||||
| 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
TEXAS
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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
1,160,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
16.50 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
The numbers in Rows 7, 8, 9, and 11 represents beneficial ownership of 1,160,000 shares of common stock, $0.01 par value (the "Common Stock"), of Ainos, Inc., a Texas corporation (the "Issuer"). All of the shares owned by the Reporting Person have no voting power. For further details, please see Item 3 and Item 6. The percentage in Row 13 is based on 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) 87,816 shares issued from December 5, 2025 to January 26, 2026 in the Issuer's at-the-market offering, and (v) 1,160,000 shares of Common Stock issued to the Reporting Person on December 30, 2025.
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:
8880 RIO SAN DIEGO DRIVE SUITE 800, SAN DIEGO,
CALIFORNIA
, 92108. |
| Item 2. | Identity and Background |
| (a) | ScentAI Inc. |
| (b) | 3050 Post Oak Blvd, Suite 510-T80, Houston, TX 77056 |
| (c) | ScentAI Inc. is a software company, developing AI models that allow machines to understand, classify, and interpret scent as a structured data language - Smell ID. Chun-Hsien Tsai, the Chief Executive Officer and sole director of ScentAI Inc. and the Issuer, the parent company of the ScentAI Inc., may be deemed to have shared voting and investment power over the shares held by the ScentAI Inc. Mr. Tsai is the Chief Executive Officer and a director of the Issuer. |
| (d) | No. |
| (e) | No. |
| (f) | ScentAI Inc. is Texas corporation. |
| Item 3. | Source and Amount of Funds or Other Consideration |
The Reporting Person acquired 1,160,000 shares of Common Stock issued by the Issuer in exchange for 116,000,000 shares of common stock issued by the Reporting Person. | |
| Item 4. | Purpose of Transaction |
The Reporting Person acquired 1,160,000 shares of the Issuer's common stock for investment and general corporate purposes. Except as described in this Schedule 13D, the Reporting Person do not have any present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, although, the Reporting Person, at any time, and from time to time, may review, reconsider and change their position and/or change their purpose and/or develop such plans and may seek to influence management of the Issuer or the Board of Directors with respect to the business and affairs of the Issuer and may from time to time consider pursuing or proposing such matters with advisors, the Issuer, or other persons. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The information requested is incorporated herein by reference to the cover pages to this Statement. |
| (b) | The information requested is incorporated herein by reference to the cover pages to this Statement. |
| (c) | The reporting person has not effected any transactions in Common Stock during the past 60 days, except as described in this Statement. |
| (d) | No other person is known by the Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares beneficially owned by the Reporting Person. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
The reporting person's responses to Items 3 - 5 are incorporated by reference into this Item 6. The Reporting Person is a wholly owned subsidiary of the Issuer. The 1,160,000 shares of Common Stock issued to the Reporting Person shall have no voting power, for so long as they are owned by a wholly owned subsidiary of 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. |
None. |
| 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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