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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 7, 2025
| AINOS, INC. |
| (Exact name of registrant as specified in its charter) |
| Texas | 001-41461 | 75-1974352 | ||
|
(State or other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
8880 Rio San Diego Drive, Ste. 800, San Diego, CA 92108 (858) 869-2986 |
| (Address and telephone number, including area code, of registrant’s principal executive offices) |
(Former name or former address if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, par value $0.01 per share | AIMD | The Nasdaq Stock Market LLC | ||
| Warrants to purchase Common Stock | AIMDW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition
On November 13, 2025, Ainos, Inc. (the “Company”) reported its financial results for the quarter ended September 30, 2025. A copy of the press release issued by the Company in this connection is furnished herewith as Exhibit 99.1.
The information in this Item in this Current Report on Form 8-K and Exhibit 99.1 attached hereto are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act, regardless of any general incorporation language in such filing.
Item 5.07 Submission of Matters to a Vote of Security Holders
On November 7, 2025, the Company held an annual meeting of stockholders (the “Annual Meeting”) at 10F-2, No. 66, Shengyi 5th Rd., Zhubei City, Hsinchu County 302, Taiwan (R.O.C.).
As of the close of business on September 17, 2025, the record date for the Annual Meeting (the “Record Date”), 4,771,184 shares of the Company’s common stock, par value $0.01 (the “Common Stock”) were outstanding and entitled to vote. At the Annual Meeting, a total of 3,226,793 votes, comprised of shares of the Company’s Common Stock, equivalent to approximately 67.63% of the outstanding votes, were represented in person or by proxy at the Annual Meeting, constituting a quorum. The matters that were voted upon at the Annual Meeting, and the number of votes cast for or against/withheld, as well as the number of abstentions and broker non-votes, as to such matters, where applicable, are set forth below.
1. The seven nominees for director were elected to serve until their successors are duly elected and qualified as follows:
| Director | Votes For | % Votes For | Votes Withheld | % Votes Withheld | ||||||||||||
| Chun-Hsien Tsai | 2,631,903 | 98.38 | % | 43,242 | 1.62 | % | ||||||||||
| Wen-Han Chang | 2,665,658 | 99.65 | % | 9,487 | 0.35 | % | ||||||||||
| Yao-Chung Chiang | 2,665,483 | 99.64 | % | 9,662 | 0.36 | % | ||||||||||
| Pao-Sheng Wei | 2,669,856 | 99.80 | % | 5,289 | 0.20 | % | ||||||||||
| Ting-Chuan Lee | 2,630,570 | 98.33 | % | 44,575 | 1.67 | % | ||||||||||
| Chun-Jung Tsai | 2,630,670 | 98.34 | % | 44,475 | 1.66 | % | ||||||||||
| Chung-Yi Tsai | 2,630,410 | 98.33 | % | 44,735 | 1.67 | % | ||||||||||
2. The proposal to ratify the appointment of YCM CPA INC. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 was approved as follows:
| Votes For | Votes Against | Broker Non-Votes | Votes Abstained | |||||||||||
| 3,198,407 | 26,937 | 0 | 1,449 | |||||||||||
3. The proposal to reservation of up to 950,000 shares of common stock as special stock awards, which are not issued under the Ainos, Inc. 2023 Stock Incentive Plan was approved as follows:
| Votes For | Votes Against | Broker Non-Votes | Votes Abstained | |||||||||||
| 2,598,464 | 75,175 | 551,648 | 1,506 | |||||||||||
Item 9.01 Financial Statement and Exhibits
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release dated November 13, 2025, issued by the Ainos, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: November 13, 2025 | By: | /s/ Chun-Hsien Tsai |
| Name: | Chun-Hsien Tsai | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
Ainos Reports Third Quarter 2025 Financial Results
Digital olfactory commercialization accelerates toward 2026 scale-up, as industrial partnerships expand to six and the IP moat strengthens.
World’s first patented commercial AI Nose device launched, advancing SmellTech-as-a-Service adoption
SAN DIEGO, CA/ ACCESSWIRE/ November 13, 2025/ Ainos, Inc. (NASDAQ:AIMD)(NASDAQ:AIMDW) (“Ainos” or the “Company”), a leader in AI-driven scent digitization, today announced its financial results for the third quarter ended September 30, 2025.
Chun-Hsien (Eddy) Tsai, Chairman of the Board, President, and Chief Executive Officer of Ainos, commented, “Ainos continued to execute with focus as we build the foundation for the 2026 commercial scale-up of our core scent-digitization technology platform, AI Nose. This quarter, we further strengthened our market position by adding new strategic partners in the semiconductor and industrial edge AI sectors, expanding our network of major industrial collaborators to six and advancing the buildout of a comprehensive SmellTech ecosystem. Together, these collaborations extend AI Nose into high-value applications in semiconductors, industrial automation and robotics—accelerating adoption through broader sales and service channels and validating digital olfaction as a transformative capability for intelligent sensing.”
“We are delivering on our commitments. AI Nose pilots are scaling rapidly, setting the stage for wider commercial rollouts in 2026. Market interest has also been reinforced by strong visibility at major industrial exhibitions, where Ainos showcased the world’s first commercial AI olfactory system that transforms scent into a machine-readable data layer for industrial and healthcare applications.”
“AI is redefining the electronic-nose market by strengthening odor analysis and identification, underscoring the strategic soundness of our focus on AI-driven SmellTech. According to third-party research, the global electronic-nose market is projected to grow from approximately $45 billion in 2025 to more than $130 billion by 2034, representing a 12.7% compound annual growth rate. Asia Pacific is expected to lead the next growth wave—precisely where Ainos is building scale. Our proprietary Smell Language Model (SLM) and over a decade of data experience give us a powerful competitive edge. As a U.S.-incorporated company, I believe our strong momentum in Asia is strategically positioning us for the next phase of global expansion — with the U.S. market firmly in our sights as the next major growth frontier.”
“Through our expanding SmellTech-as-a-Service model, Ainos is on a path of turning years of research and development into recurring, data-driven value. Our technology is being deployed across factories and robots, delivering real-time AI-powered scent analytics that enhance safety, efficiency, and environmental awareness.”
“With strong execution, a defensible intellectual-property moat, and growing commercial traction, Ainos is heading into 2026 with increasing momentum and long-term growth potential. We are proud to advance the development of AI-powered digital olfaction, shaping a future where machines can potentially perceive the world around them.”
Christopher Lee, Chief Financial Officer of Ainos, remarked, “Throughout the third quarter, we maintained a disciplined financial approach, emphasizing prudent, cash-based expense management while continuing to support our strategic priorities for scaling adoption of the SmellTech platform. Selling, general, and administrative expenses declined 22% year over year, contributing to an 8% reduction in total operating expenses. Our focus on operational efficiency and measured investment enabled us to sustain momentum in AI Nose commercialization, expand our partner ecosystem, and advance our clinical programs, all while preserving balance sheet flexibility. With a lean cost structure and effective capital allocation, Ainos remains well positioned to execute its 2026 scale-up roadmap and deliver long-term value to shareholders.”
Recent Business Developments
Ainos continued to advance its commercialization roadmap in the third quarter of 2025, accelerating AI Nose deployment through new strategic partnerships, product launches, and intellectual property expansion.
On October 14, 2025, Ainos announced a strategic partnership with NEXCOM International Co., Ltd., a leader in industrial computing and edge AI solutions. The collaboration aims to integrate Ainos’ AI Nose technology into NEXCOM’s industrial edge computing platforms, enabling real-time environmental sensing across manufacturing and industrial applications. Ainos will supply AI Nose hardware and software, while both companies will co-develop and market integrated SmellTech and SLM solutions to power intelligent monitoring, predictive maintenance, and sustainable operations
On October 2, 2025, Ainos announced its reclassification under the Global Industry Classification Standard (GICS®) to Technology Hardware, Storage & Peripherals (Code 45202030), effective October 1, 2025. Administered by S&P Dow Jones Indices and MSCI, the reclassification reflects Ainos’ transition from biotechnology to the emerging field of digital olfaction, positioning the Company as a technology innovator enabling artificial intelligence to sense smell.
On September 30, 2025, Ainos said it secured seven new patents in Europe, Germany, Taiwan, and China, further strengthening its AI Nose digital olfaction platform and expanding applications in robotics. With these additions, the Company now holds 123 active patents across key technologies, covering the U.S., Europe, Germany, Japan, Taiwan, and China, reinforcing its intellectual property leadership and supporting commercialization of AI Nose across healthcare, semiconductors, and robotics.
On September 16, 2025, Ainos announced a distribution agreement with Topco Scientific Co., Ltd. (TWSE: 5434; “Topco”), a leading semiconductor solution provider in Taiwan. The partnership will accelerate the commercialization of Ainos’ AI Nose platform through Topco’s global network spanning semiconductors, optoelectronics, renewable energy, and healthcare. Topco will distribute AI Nose hardware and software across U.S., Taiwan, Japan, and Southeast Asia, while Ainos provides technical resources, training, and brand support to drive adoption of digital olfaction in advanced markets.
In September, Ainos showcased its AI Nose industrial module at SEMICON Taiwan 2025, demonstrating scalable scent detection solutions across mission-critical industries such as semiconductor fabrication, smart manufacturing, hospital infection control, and environmental monitoring.
On August 14, 2025, Ainos announced the launch of its first commercial portable, cloud-connected AI Nose module designed for industrial and healthcare use. The device combines advanced multi-sensor arrays with Ainos’ proprietary SLM to detect, analyze, and quantify scents with human-like precision.
About AI Nose
AI Nose digitizes scent into Smell ID, an AI-driven scent intelligence. This full-stack electronic nose (e-nose) platform combines precision MEMS sensor arrays with proprietary AI algorithms, aiming to detect scent at parts-per-billion (ppb) sensitivity. Smell ID then converts analog scent data into actionable insights, while the proprietary smell language model (SLM) learns complex scent patterns. Backed by a 13-year scent data moat and deep medtech expertise, AI Nose aims to deliver continuous monitoring, predictive analytics, and instant alerts to boost safety, quality, and efficiency. To be delivered as SmellTech-as-a-Service, it aims to offer subscription access to ongoing scent intelligence, analytics, and real-time alerts, turning the invisible into strategic advantage.
About Ainos, Inc.
Ainos, Inc. (NASDAQ:AIMD) is a dual-platform AI and biotech company pioneering SmellTech and oral interferon therapeutics. Its AI Nose platform and smell language model (SLM) digitize scent into Smell ID, a machine-readable data format, powering intelligent sensing across robotics, smart factories, and healthcare. The company also develops VELDONA®, a low-dose oral interferon targeting rare, autoimmune, and infectious diseases. Ainos, a fusion of “AI” and “Nose,” is redefining machine perception for the sensory age. To learn more, visit https://www.ainos.com. Follow Ainos on X, formerly known as Twitter, (@AinosInc) and LinkedIn to stay up-to-date.
Forward-Looking Statements
Certain statements in this press release are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are forward-looking statements. Forward-looking statements are based on management’s current assumptions and expectations of future events and trends, which affect or may affect the Company’s business, strategy, operations or financial performance, and actual results and other events may differ materially from those expressed or implied in such statements due to numerous risks and uncertainties. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. There are a number of important factors that could cause actual results, developments, business decisions or other events to differ materially from those contemplated by the forward-looking statements in this press release. These factors include, among other things, our expectation that we will incur net losses for the foreseeable future; our ability to become profitable; our ability to raise additional capital to continue our product development; our ability to accurately predict our future operating results; our ability to advance our current or future product candidates through clinical trials, obtain marketing approval and ultimately commercialize any product candidates we develop; the ability to obtain and maintain regulatory approval of our product candidates; delays in completing the development and commercialization of our current and future product candidates; developing and commercializing additional products, including diagnostic testing devices; our ability to compete in the marketplace; compliance with applicable laws, regulations and tariffs, and factors described in the Risk Factors section of our public filings with the Securities and Exchange Commission (SEC). Because forward-looking statements are inherently subject to risks and uncertainties, you should not rely on these forward-looking statements as predictions of future events. These forward-looking statements speak only as of the date of this press release and, except to the extent required by applicable law, the Company undertakes no obligation to update or revise these statements, whether as a result of any new information, future events and developments or otherwise.
Investor Relations Contact
Feifei Shen
Email: IR@ainos.com
Ainos, Inc.
Condensed Balance Sheets
| September 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| (Unaudited) | ||||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 1,128,217 | $ | 3,892,919 | ||||
| Accounts receivable | 62 | 56 | ||||||
| Inventory, net | 166,883 | 143,756 | ||||||
| Other current assets | 425,753 | 301,077 | ||||||
| Total current assets | 1,720,915 | 4,337,808 | ||||||
| Intangible assets, net | 20,365,899 | 23,748,328 | ||||||
| Property and equipment, net | 414,558 | 559,645 | ||||||
| Other assets | 177,968 | 174,418 | ||||||
| Total assets | $ | 22,679,340 | $ | 28,820,199 | ||||
| Liabilities and Stockholders’ Equity | ||||||||
| Current liabilities: | ||||||||
| Contract liabilities | $ | - | $ | 106,329 | ||||
| Convertible notes payable | - | 3,000,000 | ||||||
| Accrued expenses and others current liabilities | 581,356 | 848,615 | ||||||
| Total current liabilities | 581,356 | 3,954,944 | ||||||
| Convertible notes payable - noncurrent | 11,000,000 | 9,000,000 | ||||||
| Other long-term liabilities | 1,053,035 | 348,945 | ||||||
| Total liabilities | 12,634,391 | 13,303,889 | ||||||
| Commitments and contingencies | ||||||||
| Stockholders’ equity: | ||||||||
| Preferred stock, $0.01 par value; 50,000,000 shares authorized; none issued and outstanding | - | - | ||||||
| Common stock, $0.01 par value; 300,000,000 shares authorized as of September 30, 2025, and December 31, 2024, 4,793,797 and 3,085,477 shares issued and outstanding as of September 30, 2025, and December 31, 2024, respectively | 47,938 | 30,854 | ||||||
| Common shares to be issued; 12,651 and nil shares as of September 30, 2025 and December 31, 2024, respectively | 127 | - | ||||||
| Additional paid-in capital | 73,263,397 | 68,644,301 | ||||||
| Accumulated deficit | (63,052,030 | ) | (52,749,316 | ) | ||||
| Accumulated other comprehensive loss - translation adjustment | (214,483 | ) | (409,529 | ) | ||||
| Total stockholders’ equity | 10,044,949 | 15,516,310 | ||||||
| Total liabilities and stockholders’ equity | $ | 22,679,340 | $ | 28,820,199 | ||||
Ainos, Inc.
Condensed Statements of Operations
(Unaudited)
| Three months ended September 30, |
Nine months ended September 30, |
|||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenues | $ | 2,167 | $ | - | $ | 113,037 | $ | 20,729 | ||||||||
| Cost of revenues | (477 | ) | (547 | ) | (19,647 | ) | (52,674 | ) | ||||||||
| Gross profit (loss) | 1,690 | (547 | ) | 93,390 | (31,945 | ) | ||||||||||
| Operating expenses: | ||||||||||||||||
| Research and development expenses | 1,990,630 | 2,022,244 | 5,626,514 | 6,085,648 | ||||||||||||
| Selling, general and administrative expenses | 795,253 | 1,015,758 | 4,159,627 | 3,090,056 | ||||||||||||
| Total operating expenses | 2,785,883 | 3,038,002 | 9,786,141 | 9,175,704 | ||||||||||||
| Loss from operations | (2,784,193 | ) | (3,038,549 | ) | (9,692,751 | ) | (9,207,649 | ) | ||||||||
| Non-operating (expenses) income, net: | ||||||||||||||||
| Interest expense | (176,584 | ) | (264,642 | ) | (534,986 | ) | (432,097 | ) | ||||||||
| Issuance cost of senior secured convertible note measured at fair value | - | (169,344 | ) | - | (308,336 | ) | ||||||||||
| Fair value change for senior secured convertible note | - | (177,212 | ) | - | (275,624 | ) | ||||||||||
| Other income (expenses), net | 29,075 | (49,570 | ) | (74,977 | ) | 14,557 | ||||||||||
| Total non-operating expenses, net | (147,509 | ) | (660,768 | ) | (609,963 | ) | (1,001,500 | ) | ||||||||
| Net loss before income taxes | (2,931,702 | ) | (3,699,317 | ) | (10,302,714 | ) | (10,209,149 | ) | ||||||||
| Provision for income taxes | - | - | - | - | ||||||||||||
| Net loss | $ | (2,931,702 | ) | $ | (3,699,317 | ) | $ | (10,302,714 | ) | $ | (10,209,149 | ) | ||||