Ainos, Inc 8-K, filed Dec 31, 2025
Ainos, Inc. (AIMD)
About this 8-K
Ainos, Inc filed this 8-K on December 31, 2025, reporting on events of December 30, 2025.
Items reported
- Item 3.02: Unregistered sale of equity
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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Item 3.02 Unregistered Sales of Equity Securities
On December 30, 2025, following the approval by the board of directors of Ainos, Inc. (the “Company”), the Company issued 1,160,000 shares of common stock (“AIMD Shares”), par value $0.01 (the “Common Stock”) to its wholly owned subsidiary, ScentAI Inc. (“ScentAI”), in exchange for 116,000,000 shares of common stock to be issued by ScentAI. The AIMD Shares issued to ScentAI shall have no voting power, for so long as they are owned by a wholly owned subsidiary of the Company. Following this issuance, as of December 30, 2025, the Company had 6,982,675 shares of Common Stock outstanding.
The issuances of the securities were made without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemption provided by Section 4(a)(2) of the Securities Act as a transaction not involving a public offering.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Ainos, Inc. | ||
| Date: December 31, 2025 | By: | /s/ Chun-Hsien Tsai |
| Name: | Chun-Hsien Tsai | |
| Title: | Chief Executive Officer | |