Ainos, Inc.
10.68%
2,456,319
1014763
00902F303
Apr 7, 2025
Apr 9, 2025, 06:59 PM
Reporting Persons (1)
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| Ainos Inc. | CO | 10.68% | 2,456,319 | 16,553,433 | 0 |
Disclosure Items (7)
Common Stock, par value $0.01 per share
Ainos, Inc.
8880 RIO SAN DIEGO DRIVE, SAN DIEGO, CA, 92108
(a-b) 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.
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.).
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. 10, on April 8, 2025, the compensation committee of the issuer's board of directors granted 900,000, 900,000, and 900,000 restricted stock units ("RSUs") to Chun-Hsien Tsai, Ting Chuan Lee, and Chun-Jung Tsai, respectively, pursuant to the Ainos, Inc. 2023 Stock Incentive Plan, which fully vested on the same day. Under the 2024 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.
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. 11.
Since the most recent filing of Amendment No. 10 to Schedule 13D on March 12, 2025, the following transactions have occurred: (1) The Tsai Group acquired 2,700,000 shares of common stock on April 8, 2025, upon the grant and vesting such shares in connection with the vesting of the RSUs granted to Chun-Hsien Tsai, Ting Chuan Lee, and Chun-Jung Tsai under the 2023 Stock Incentive Plan, with the Issuer's stock price on the vesting date being $0.4807 per share.
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).
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.
None.