Form SCHEDULE 13D/A AINOS INC Filed by: tsai chun-hsien
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
|
AINOS INC (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
(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) |
04/15/2026 (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
|
| CUSIP No. |
| 1 |
Name of reporting person
Chun-Hsien Tsai | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
TAIWAN
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
710,372.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.33 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The numbers in Rows 8, 9, and 11 represents beneficial ownership of 710,372 shares of common stock, $0.01 par value (the "Common Stock"), of Ainos, Inc., a Texas corporation (the "Issuer"), which are subject to a voting agreement between the Reporting Person and Ainos Inc., a Cayman Islands corporation ("Ainos KY"). For further details, please see Item 3 and Item 6.
The percentage in Row 13 is based on the sum of (i) 7,266,011 shares of Common Stock outstanding as of March 30, 2026 as set forth in the Annual Report on Form 10-K of the Issuer filed with the SEC on March 30, 2026, (ii) 19,531 shares issued for service fee on April 1, 2026; and (iii) 1,239,000 shares of Common Stock granted and vested on April 15, 2026 under the Ainos, Inc. 2023 Stock Incentive Plan.
SCHEDULE 13D
|
| 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 1 Comment:
This Amendment No. 2 ("Amendment No. 2") amends the Schedule 13D first filed with the Securities and Exchange Commission on April 11, 2025 (the "Schedule 13D"), as amended by Amendment No. 1 dated November 28, 2025, and is filed by Chun-Hsien Tsai, with respect to the common stock, par value $0.001 per share (the "Common Stock"), of Ainos, Inc. (the "Issuer"). Unless otherwise indicated, all capitalized terms used and not defined herein have the respective meanings assigned to them in the Schedule 13D. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
On April 15, 2026, The Issuer granted 300,000 restricted stock units ("RSUs") of Common Stock to the Reporting Person under the Ainos, Inc. 2023 Stock Incentive Plan, all of which are fully vested. | ||
| Item 4. | Purpose of Transaction | |
The Reporting Person acquired the 300,000 RSUs under the Ainos, Inc. 2023 Stock Incentive Plan.
Although the Reporting Person is the Chief Executive Officer, President, and Chairman of Board, the Reporting Person does 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, subject to the agreements described herein, 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) | The information in Item 2 is incorporated by reference into this Item 5(d). | |
| (e) | Not applicable. | |
| 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.
|
|
|