Ainos, Inc.
12.10%
2,456,319
1014763
00902F303
Mar 9, 2025
Mar 12, 2025, 11:24 AM
Reporting Persons (1)
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| Ainos, Inc. | CO | 12.10% | 2,456,319 | 13,853,433 | 0 |
Disclosure Items (7)
Common Stock, par value $0.01 per share
Ainos, Inc.
8880 RIO SAN DIEGO DRIVE SUITE 800, SAN DIEGO, CA, 92108
(a) 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.
(b) 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. See Schedules A and B for information about the directors and executive officers of the Parties.
Since the filing of Amendment No. 9, (1) on March 10, 2025, the compensation committee of the issuer's board of directors granted 200,000, 200,000, 200,000, 150,000, 302,500, and 250,000 shares of common stock to Chun-Hsien Tsai, Ting Chuan Lee, Chun-Jung Tsai, Chung-Yi Tsai, Chih-Heng Lu, and Hsin-Liang Lee, respectively, as special stock awards, which fully vested on the same day. The special stock awards were approved the shareholders of Ainos, Inc. on September 27, 2024; (2) 1,468 restricted stock units ("RSUs"), owned by Chung-Yi Tsai, vested on January 31, 2025, in connection with RSUs granted to Chung-Yi Tsai under the Ainos, Inc. 2021 Stock Incentive Plan, as amended by the 2023 Stock Incentive Plan; and (3) on March 10, 2025, the Company entered in to an amendment to the convertible note, dated March 13, 2023, which increased the number of shares issuable to ASE Test upon conversion of the convertible note by 836,711 shares, as previously reported by the Issuer. Under the 2024 Voting Agreement, the 2024 Voting Agreement II, ASE Voting Agreement, and the 2025 Voting Agreement, Ainos KY has the sole discretion to determine the vote of all the parties' voting stock of the Issuer. The information requested by this Item 3 is incorporated herein by reference to Item 5 hereof.
(a) - (b) The information requested by these paragraphs are incorporated herein by reference to the cover pages to this Amendment No. 10.
(c) Since the most recent filing of Amendment No. 9 to Schedule 13D on November 27, 2024, the following transactions have occurred: (1) The Tsai Group acquired 750,000 shares of common stock on March 10, 2025, upon the grant and vesting such shares as special stock awards, with the Issuer's stock price on the vesting date being $0.46 per share; and (ii) 1,468 shares of common stock on January 31, 2025, in connection with the vesting of the RSUs granted to Chung-Yi Tsai under the 2021 Stock Incentive Plan, as amended by the 2023 Stock Incentive Plan, with the Issuer's stock price on the vesting date being $0.68 per share. (2) Chih-Heng Lu acquired 302,500 shares of common stock on March 10, 2025, upon the grant and vesting of such shares of common stock as special stock awards, with the Issuer's stock price on the vesting date being $0.46 per share. (3) ASE Test acquired 836,711 shares of common stock issuable upon exercise of the convertible note, dated March 13, 2023 and as amended on March 10, 2025. (4) Hsin-Liang Lee acquired 250,000 shares of common stock on March 10, 2025, upon the grant and vesting the such shares of common stock as special stock awards, and entered into the 2025 Voting Agreement with Ainos KY on the same day. The number of the total shares owned by Hsin-Liang Lee was 276,376 shares on March 10, 2025.
(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.
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 the Issuer, including, but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
Voting Agreement, dated March 10, 2025, between Ainos, Inc. and Hsin-Liang Lee.