UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March~~June 3130, 2025

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from____to____

Commission File No. 001-41461

AINOS, INC.

(Exact name of registrant as specified in its charter)

texas

75-1974352

(State or other jurisdiction of
incorporation or organization)

(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)

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) ☐ Yes ☒ No

204,~~764~~657,~~225~~ 861 shares of common stock, par value $0.01 per share, outstanding as of ~~May~~August 1413, 2025

AINOS, INC.

INDEX

		PAGE NO.
PART I:	FINANCIAL INFORMATION	3
ITEM 1.	Financial Statements	3
	Condensed Balance Sheets– March 31, 2025 and December 31, 2024 (unaudited)	3
	Condensed Balance Sheets – June 30, 2025 (unaudited) and December 31, 2024	3
	Condensed Statements of Operations – Three Months Ended March 31, 2025 and 2024 (unaudited)	4
	Condensed Statements of Operations – Three and six Months Ended June 30, 2025 and 2024 (unaudited)	4
	Condensed Statements of Comprehensive Loss – Three Months Ended March 31, 2025 and 2024 (unaudited)	5
	Condensed Statements of Comprehensive Loss – Three and six Months Ended June 30, 2025 and 2024 (unaudited)	5
	Condensed Statements of Stockholders’ Equity– Three Months Ended March 31, 2025 and 2024 (unaudited)	6
	Condensed Statements of Stockholders’ Equity– Three Months Ended June 30, 2025 and 2024 (unaudited)	6
	Condensed Statements of Cash Flows – Three Months Ended March 31, 2025 and 2024 (unaudited)	7
	Condensed Statements of Stockholders’ Equity– Six Months Ended June 30, 2025 and 2024 (unaudited)	7
	Notes to Condensed Financial Statements (unaudited)	8
	Condensed Statements of Cash Flows – Six Months Ended June 30, 2025 and 2024 (unaudited)	8
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
	Notes to Condensed Financial Statements (unaudited)	9
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	21
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
ITEM 4.	Controls and Procedures	21
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	26
PART II:	OTHER INFORMATION	21
ITEM 4.	Controls and Procedures	27
ITEM 1.	Legal Proceedings	21
PART II:	OTHER INFORMATION	27
ITEM 2.	Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities	22
ITEM 1.	Legal Proceedings	27
ITEM 3.	Defaults Upon Senior Securities	22
ITEM 2.	Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities	28
ITEM 4.	Mine Safety Disclosures	22
ITEM 3.	Defaults Upon Senior Securities	28
ITEM 5.	Other Information	22
ITEM 4.	Mine Safety Disclosures	28
ITEM 6.	Exhibits	23
ITEM 5.	Other Information	28
Signatures		24
ITEM 6.	Exhibits	29
Signatures		30

PART I - FINANCIAL INFORMATION

ITEM 1. Financial Statements

Ainos, Inc.

Condensed Balance Sheets

(Unaudited)

	June 30,			December 31,
	2025			2024
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	1,223,184		$	3,892,919
Accounts receivable		187			56
Inventory, net		160,057			143,756
Other current assets		350,549			301,077
Total current assets		1,733,977			4,337,808
Intangible assets, net		21,505,821			23,748,328
Property and equipment, net		495,109			559,645
Other assets		187,269			174,418
Total assets	$	23,922,176		$	28,820,199

Liabilities and Stockholders’ Equity
Current liabilities:
Contract liabilities	$	-		$	106,329
Convertible notes payable (including amounts of related party of nil and $2,000,000 as of June 30, 2025, and December 31, 2024, respectively)		-			3,000,000
Accrued expenses and others current liabilities		602,782			848,615
Total current liabilities		602,782			3,954,944
Convertible notes payable - noncurrent (including amounts of related party of $11,000,000 and $9,000,000 as of June 30, 2025 and December 31, 2024, respectively)		11,000,000			9,000,000
Other long-term liabilities		876,608			348,945
Total liabilities		12,479,390			13,303,889
Commitments and contingencies		-			-
Stockholders’ equity:
Preferred stock, $0.01 par value; 50,000,000 shares authorized; none issued and outstanding as of June 30, 2025, and December 31, 2024, respectively		-			-
Common stock, $0.01 par value; 300,000,000 shares authorized as of June 30, 2025, and December 31, 2024, 4,267,990 and 3,085,477 shares issued and outstanding as of June 30, 2025, and December 31, 2024, respectively⁽¹⁾		42,680			30,854
Additional paid-in capital		71,668,502			68,644,301
Accumulated deficit		(60,120,328	)		(52,749,316	)
Accumulated other comprehensive loss		(148,068	)		(409,529	)
Total stockholders’ equity		11,442,786			15,516,310
Total liabilities and stockholders’ equity	$	23,922,176		$	28,820,199

	March 31,			December 31,
	2025			2024
Assets
Current assets:
Cash and cash equivalents	$	2,628,286		$	3,892,919
Accounts receivable		91			56
Inventory, net		141,831			143,756
Other current assets		280,784			301,077
Total current assets		3,050,992			4,337,808
Intangible assets, net		22,633,161			23,748,328
Property and equipment, net		494,387			559,645
Other assets		174,536			174,418
Total assets	$	26,353,076		$	28,820,199
Liabilities and Stockholders’ Equity
Current liabilities:
Contract liabilities	$	-		$	106,329
Convertible notes payable (including amounts of related party of nil and $2,000,000 as of March 31, 2025, and December 31, 2024, respectively)		1,000,000			3,000,000
Accrued expenses and others current liabilities		523,467			848,615
Total current liabilities		1,523,467			3,954,944
Convertible notes payable - noncurrent (including amounts of related party of $11,000,000 and $9,000,000 as of March 31,2025 and December 31, 2024, respectively)		11,000,000			9,000,000
Other long-term liabilities		707,957			348,945
Total liabilities		13,231,424			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 March 31, 2025, and December 31, 2024, 17,215,164 and 15,427,385 shares issued and outstanding as of March 31, 2025, and December 31, 2024, respectively		172,152			154,274
Additional paid-in capital		69,435,008			68,520,881
Accumulated deficit		(56,035,338	)		(52,749,316	)
Accumulated other comprehensive loss - translation adjustment		(450,170	)		(409,529	)
Total stockholders’ equity		13,121,652			15,516,310
Total liabilities and stockholders’ equity	$	26,353,076		$	28,820,199

(1)

The Company effected a reverse stock split of its outstanding shares of common stock on June 30,2025, where every five shares of its common stock issued and outstanding was converted into one share of common stock. Any fractional post-split shares as a result of the reverse split were rounded down to the nearest whole post-split share. Shareholders of the Company previously authorized the Board of Directors to approve a reverse stock split at the annual meeting on 2025. All share amounts and per share amounts disclosed in this Quarterly Report on Form 10-Q have been adjusted to reflect the reverse stock split on a retroactive basis in all periods presented.

~~See~~Note that ~~accompanying~~all ~~notes~~share and per-share amounts have been adjusted retroactively to ~~condensed~~reflect ~~financial~~a ~~statements~~1-for-5 reverse stock split, including rounding of fractional shares.

3See accompanying notes to condensed financial statements.

~~Ainos, Inc.~~3

~~Condensed Statements of Operations~~Ainos, Inc.

~~(Unaudited)~~Condensed Statements of Operations

	2025			2024
	Three months ended March 31,
	2025			2024
Revenues	$	106,207		$	20,729
Cost of revenues		(18,233	)		(26,754	)
Gross profit (loss)		87,974			(6,025	)
Operating expenses:
Research and development expenses (including amounts of related party of $246,260 and $375,193 for the three months ended March 31, 2025, and 2024, respectively)		1,724,084			2,084,648
Selling, general and administrative expenses		1,526,761			1,029,418
Total operating expenses		3,250,845			3,114,066
Loss from operations		(3,162,871	)		(3,120,091	)
Non-operating (expenses) income, net:
Interest expense		(180,445	)		(48,696	)
Issuance cost of senior secured convertible note measured at fair value		-			(138,992	)
Fair value change for senior secured convertible note		-			(31,568	)
Other income, net		57,294			24,537
Total non-operating expenses, net		(123,151	)		(194,719	)
Net loss before income taxes		(3,286,022	)		(3,314,810	)
Provision for income taxes		-			-
Net loss	$	(3,286,022	)	$	(3,314,810	)
Net loss per common share - basic and diluted	$	(0.21	)	$	(0.57	)
Weighted-average shares used in computing net loss per common share-basic and diluted		15,863,060			5,771,283

(Unaudited)

See accompanying notes to condensed financial statements.

	2025			2024			2025			2024
	Three months ended June 30,						Six months ended June 30,
	2025			2024			2025			2024
Revenues	$	4,663		$	-		$	110,870		$	20,729
Cost of revenues		(937	)		(25,373	)		(19,170	)		(52,127	)
Gross (loss) profit		3,726			(25,373	)		91,700			(31,398	)
Operating expenses:
Research and development expenses (including amounts of related party of $235,424 and $481,685 for the three and six months ended June 30, 2025, and $386,507 and $761,700 for the three and six months ended June 30, 2024, respectively)		1,911,800			1,978,756			3,635,884			4,063,404
Selling, general and administrative expenses		1,837,613			1,044,880			3,364,374			2,074,298
Total operating expenses		3,749,413			3,023,636			7,000,258			6,137,702
Loss from operating		(3,745,687	)		(3,049,009	)		(6,908,558	)		(6,169,100	)
Non-operating (expenses) income, net
Interest expenses		(177,957	)		(118,759	)		(358,402	)		(167,455	)
Issuance cost		-			-			-			(138,992	)
Fair value change for senior secured convertible note		-			(66,844	)		-			(98,412	)
Other income (expenses), net		(161,346	)		39,590			(104,052	)		64,127
Total non-operating (expenses) income, net		(339,303	)		(146,013	)		(462,454	)		(340,732	)

Net loss before income taxes		(4,084,990	)		(3,195,022	)		(7,371,012	)		(6,509,832	)
Provision for income taxes		-			-			-			-
Net loss	$	(4,084,990	)	$	(3,195,022	)	$	(7,371,012	)	$	(6,509,832	)

Net loss per common share-basic and diluted	$	(0.99	)	$	(2.45	)	$	(2.02	)	$	(5.30	)

Weighted-average shares used in computing net loss per common share-basic and diluted⁽¹⁾		4,122,131			1,303,802			3,649,994			1,229,029

4(1) The Company effected a reverse stock split of its outstanding shares of common stock on June 30,2025, where every five shares of its common stock issued and outstanding was converted into one share of common stock. Any fractional post-split shares as a result of the reverse split were rounded down to the nearest whole post-split share. Shareholders of the Company previously authorized the Board of Directors to approve a reverse stock split at the annual meeting on 2025. All share amounts and per share amounts disclosed in this Quarterly Report on Form 10-Q have been adjusted to reflect the reverse stock split on a retroactive basis in all periods presented.

~~Ainos~~Note that all share and per-share amounts have been adjusted retroactively to reflect a 1-for-5 reverse stock split, ~~Inc~~including rounding of fractional shares.

~~Condensed~~See accompanying ~~Statements~~notes ofto ~~Comprehensive~~condensed ~~Loss~~financial statements.

~~(Unaudited)~~4

	2025			2024
	Three months ended March 31,
	2025			2024
Net loss	$	(3,286,022	)	$	(3,314,810	)
Other comprehensive loss:
Translation adjustment		(40,641	)		(65,269	)
Comprehensive loss	$	(3,326,663	)	$	(3,380,079	)

Ainos, Inc.

~~See~~Condensed Statements ~~accompanying~~of ~~notes~~Comprehensive ~~to condensed financial statements.~~Loss

5(Unaudited)

Ainos, Inc.

	2025			2024			2025			2024
	Three months ended June 30,						Six months ended June 30,
	2025			2024			2025			2024

Net loss	$	(4,084,990	)	$	(3,195,022	)	$	(7,371,012	)	$	(6,509,832	)
Other comprehensive loss:
Translation adjustment		302,102			(44,646	)		261,461			(109,915	)
Comprehensive loss	$	(3,782,888	)	$	(3,239,668	)	$	(7,109,551	)	$	(6,619,747	)

~~Condensed~~See accompanying ~~Statements~~notes ofto ~~Stockholders’~~condensed ~~Equity~~financial statements.

~~For the three months ended March 31, 2025 and 2024~~5

~~(Unaudited)~~Ainos, Inc.

	Shares		Amount		Shares		Amount		Shares			Amount			Capital			Deficit			Loss			Equity
	Preferred Stock				Common Stock				Common Stock - to be issued						Additional Paid-in			Accumulated			Accumulated Other Comprehensive			Total Stockholders’
	Shares		Amount		Shares		Amount		Shares			Amount			Capital			Deficit			Loss			Equity
Balance at December 31, 2024		-	$	-		15,427,385	$	154,274		-		$	-		$	68,520,881		$	(52,749,316	)	$	(409,529	)	$	15,516,310
Issuance of stock to settle vested RSUs		-		-		5,872		59		-			-			(59	)		-			-			-
Issuance of stock to special stock award		-		-		1,752,500		17,525		-			-			844,705			-			-			862,230
Issuance of common stock from at the market offering		-		-		29,407		294		-			-			14,311			-			-			14,605
Share-based compensation		-		-		-		-		-			-			55,170			-			-			55,170
Net loss		-		-		-		-		-			-			-			(3,286,022	)		-			(3,286,022	)
Translation adjustment		-		-		-		-		-			-			-			-			(40,641	)		(40,641	)
Balance at March 31, 2025		-	$	-		17,215,164	$	172,152		-		$	-		$	69,435,008		$	(56,035,338	)	$	(450,170	)	$	13,121,652
Balance at December 31, 2023		-	$	-		4,677,787	$	46,778		162,337		$	1,623		$	62,555,808		$	(37,886,155	)	$	(270,473	)	$	24,447,581
Balance		-	$	-		4,677,787	$	46,778		162,337		$	1,623		$	62,555,808		$	(37,886,155	)	$	(270,473	)	$	24,447,581
Conversion of senior secured convertible note payable to common stock		-		-		1,332,755		13,327		(162,337	)		(1,623	)		1,176,726			-			-			1,188,430
Issuance of stock to settle vested RSUs		-		-		133,964		1,340		270			3			(1,343	)		-			-			-
Related party used computer equipment		-		-		-		-		-			-			(4,428	)		-			-			(4,428	)
Warrants issued in connection with senior secured convertible note payable		-		-		-		-		-			-			1,586			-			-			1,586
Share-based compensation		-		-		-		-		-			-			425,703			-			-			425,703
Net loss		-		-		-		-		-			-			-			(3,314,810	)		-			(3,314,810	)
Translation adjustment		-		-		-		-		-			-			-			-			(65,269	)		(65,269	)
Balance at March 31, 2024		-	$	-		6,144,506	$	61,445		270		$	3		$	64,154,052		$	(41,200,965	)	$	(335,742	)	$	22,678,793
Balance		-	$	-		6,144,506	$	61,445		270		$	3		$	64,154,052		$	(41,200,965	)	$	(335,742	)	$	22,678,793

Condensed Statements of Stockholders’ Equity

~~See~~For the ~~accompanying~~three ~~notes~~months toended ~~condensed~~June ~~financial~~30, ~~statements.~~2025 and 2024

6(Unaudited)

Ainos, Inc.

	Shares		Amount		Shares			Amount			Shares		Amount		Capital			Deficit			Loss			Equity
	Preferred Stock				Common Stock						Common Stock - to be issued				Additional Paid-in			Accumulated			Accumulated Other Comprehensive			Total Stockholders’
	Shares		Amount		Shares⁽¹⁾			Amount			Shares		Amount		Capital			Deficit			Loss			Equity
Balance at March 31, 2025		-	$	-		3,443,032		$	34,430			-	$	-	$	69,572,730		$	(56,035,338	)	$	(450,170	)	$	13,121,652
Issuance of stock to settle vested RSUs		-		-		540,000			5,400			-		-		(5,400	)		-			-			-
Issuance of common stock from at the market offering		-		-		256,502			2,565			-		-		702,188			-			-			704,753
Issuance of common stock for paying consulting fee		-		-		28,555			286			-		-		74,714			-			-			75,000
Fractional shares paid out in cash for the reverse stock split		-		-		(99	)		(1	)		-		-		(259	)		-			-			(260	)
Share-based compensation		-		-		-			-			-		-		1,324,529			-			-			1,324,529
Net loss		-		-		-			-			-		-		-			(4,084,990	)		-			(4,084,990	)
Translation adjustment		-		-		-			-			-		-		-			-			302,102			302,102
Balance at June 30, 2025		-	$	-		4,267,990		$	42,680			-	$	-	$	71,668,502		$	(60,120,328	)	$	(148,068	)	$	11,442,786

Balance at March 31, 2024		-	$	-		1,228,901		$	12,289			54	$	1	$	64,203,210		$	(41,200,965	)	$	(335,742	)	$	22,678,793
Conversion of convertible notes payable to common stock		-		-		248,833			2,488			-		-		848,289			-			-			850,777
Share-based compensation		-		-		-			-			-		-		422,374			-			-			422,374
Net loss		-		-		-			-			-		-		-			(3,195,022	)		-			(3,195,022	)
Translation adjustment		-		-		-			-			-		-		-			-			(44,646	)		(44,646	)
Balance at June 30, 2024		-	$	-		1,477,734		$	14,777			54	$	1	$	65,473,873		$	(44,395,987	)	$	(380,388	)	$	20,712,276

~~Condensed~~(1) ~~Statements~~The Company effected a reverse stock split of ~~Cash~~its ~~Flows~~outstanding shares of common stock on June 30,2025, where every five shares of its common stock issued and outstanding was converted into one share of common stock. Any fractional post-split shares as a result of the reverse split were rounded down to the nearest whole post-split share. Shareholders of the Company previously authorized the Board of Directors to approve a reverse stock split at the annual meeting on 2025. All share amounts and per share amounts disclosed in this Quarterly Report on Form 10-Q have been adjusted to reflect the reverse stock split on a retroactive basis in all periods presented.

~~(Unaudited)~~Notes that all share and per-share amounts have been adjusted retroactively to reflect a 1-for-5 reverse stock split, including rounding of fractional shares.

	2025			2024
	Three months ended March 31,
	2025			2024
Cash flows from operating activities:
Net loss	$	(3,286,022	)	$	(3,314,810	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		1,177,270			1,201,109
Share-based compensation expense		55,170			425,703
Stock issued for special stock bonus		862,230			-
Issuance cost of senior secured convertible note measured at fair value		-			138,992
Change in fair value of senior secured convertible note measured at fair value		-			31,568
Changes in operating assets and liabilities:
Accounts receivable		(35	)		(3,717	)
Inventory		1,925			(2,062	)
Other current assets		20,293			114,913
Accrued expenses and other current and long-term liabilities		(55,409	)		(86,443	)
Net cash used in operating activities		(1,224,578	)		(1,494,747	)
Cash flows from investing activities:
Purchase of property and equipment		(33,640	)		(4,428	)
Decrease (increase) in refundable deposits and other assets		13,053			(106,852	)
Net cash used in investing activities		(20,587	)		(111,280	)
Cash flows from financing activities:
Proceeds from senior secured convertible notes payable		-			875,000
Proceeds from at the market offering, net of issuance costs		14,605			-
Payments of issuance cost of senior secured convertible note measured at fair value		-			(97,500	)
Net cash provided by financing activities		14,605			777,500
Effect from foreign currency exchange		(34,073	)		(26,202	)
Net decrease in cash and cash equivalents		(1,264,633	)		(854,729	)
Cash and cash equivalents at beginning of period		3,892,919			1,885,628
Cash and cash equivalents at end of period	$	2,628,286		$	1,030,899
Noncash financing and investing activities
Conversion of senior secured convertible notes to common stock	$	-		$	1,188,430

See accompanying notes to condensed financial statements.

~~See accompanying notes to the condensed financial statements.~~6

7Ainos, Inc.

~~Ainos,~~Condensed Statements ~~Inc.~~of Stockholders’ Equity

~~Notes~~For the tosix ~~Condensed~~months ~~Financial~~ended ~~Statements~~June 30, 2025 and 2024

(Unaudited)

1. Description of Business

	Preferred Stock				Common Stock						Common Stock - to be issued						Additional Paid-in			Accumulated			Accumulated Other Comprehensive			Total Stockholders’
	Shares		Amount		Shares⁽¹⁾			Amount			Shares			Amount			Capital			Deficit			Loss			Equity
Balance at December 31, 2024		-	$	-		3,085,477		$	30,854			-		$	-		$	68,644,301		$	(52,749,316	)	$	(409,529	)	$	15,516,310
Issuance of stock to settle vested RSUs		-		-		541,174			5,412			-			-			(5,412	)		-			-			-
Issuance of stock to special stock award		-		-		350,500			3,505			-			-			858,725			-			-			862,230
Issuance of common stock from at the market offering		-		-		262,383			2,624			-			-			716,734			-			-			719,358
Issuance of common stock for paying consulting fee		-		-		28,555			286			-			-			74,714			-			-			75,000
Fractional shares paid out in cash for the reverse stock split		-		-		(99	)		(1	)		-			-			(259	)		-			-			(260	)
Share-based compensation		-		-		-			-			-			-			1,379,699			-			-			1,379,699
Net loss		-		-		-			-			-			-			-			(7,371,012	)		-			(7,371,012	)
Translation adjustment		-		-		-			-			-			-			-			-			261,461			261,461
Balance at June 30, 2025		-	$	-		4,267,990		$	42,680			-		$	-		$	71,668,502		$	(60,120,328	)	$	(148,068	)	$	11,442,786

Balance at December 31, 2023		-	$	-		935,557		$	9,355			32,467		$	325		$	62,594,529		$	(37,886,155	)	$	(270,473	)	$	24,447,581
Balance		-	$	-		935,557		$	9,355			32,467		$	325		$	62,594,529		$	(37,886,155	)	$	(270,473	)	$	24,447,581
Issuance of stock to settle vested RSUs		-		-		26,793			268			54			1			(269	)		-			-			-
Conversion of senior secured convertible note payable to common stock		-		-		515,384			5,154			(32,467	)		(325	)		2,034,378			-			-			2,039,207
Related party used computer equipment		-		-		-			-			-			-			(4,428	)		-			-			(4,428	)
Warrants issued in connection with senior secured convertible note payable		-		-		-			-			-			-			1,586			-			-			1,586
Share-based compensation		-		-		-			-			-			-			848,077			-			-			848,077
Net loss		-		-		-			-			-			-			-			(6,509,832	)		-			(6,509,832	)
Translation adjustment		-		-		-			-			-			-			-			-			(109,915	)		(109,915	)
Balance at June 30, 2024		-	$	-		1,477,734		$	14,777			54		$	1		$	65,473,873		$	(44,395,987	)	$	(380,388	)	$	20,712,276
Balance		-	$	-		1,477,734		$	14,777			54		$	1		$	65,473,873		$	(44,395,987	)	$	(380,388	)	$	20,712,276

~~Organization~~(1) The Company effected a reverse stock split of its outstanding shares of common stock on June 30,2025, where every five shares of its common stock issued and ~~Business~~outstanding was converted into one share of common stock. Any fractional post-split shares as a result of the reverse split were rounded down to the nearest whole post-split share. Shareholders of the Company previously authorized the Board of Directors to approve a reverse stock split at the annual meeting on 2025. All share amounts and per share amounts disclosed in this Quarterly Report on Form 10-Q have been adjusted to reflect the reverse stock split on a retroactive basis in all periods presented.

~~Ainos, Inc. (the “Company”), incorporated~~Note inthat ~~the~~all ~~State~~share ~~of Texas in 1984, is an AI-driven healthcare~~ and ~~technology company pioneering scent digitization, AI~~per-~~powered~~share ~~diagnostics, and~~amounts ~~novel~~have ~~therapeutics.~~been Weadjusted ~~develop~~retroactively ~~VELDONA,~~to anreflect ~~oral~~a ~~low~~1-~~dose~~for-5 ~~interferon~~reverse ~~therapy~~stock ~~targeting rare diseases~~split, ~~autoimmune~~including ~~diseases,~~rounding ~~infectious~~of ~~diseases,~~fractional ~~and animal health~~shares. We also develop an AI Nose technology that aims to digitize scent into Smell IDs, enabling applications in robotics, smart manufacturing, and healthcare. We are advancing commercialization primarily through strategic partnerships.

~~We have historically involved in the research and~~See ~~development~~accompanying ofnotes ~~therapeutics~~to ~~based~~condensed onfinancial ~~VELDONA~~statements. Building on our research and development on VELDONA since inception, we are commercializing a suite of VELDONA-based product candidates. Our priority pipeline includes drug candidates for treating oral warts for human immunodeficiency virus (HIV) seropositive patients, Sjögren’s syndrome, and feline chronic gingivostomatitis (FCGS), a cat oral infection.

In 2021 and 2022, we acquired certain types of intellectual property from a controlling shareholder, Ainos Inc., a Cayman Island corporation (“Ainos KY”), to expand product portfolio into AI Nose technology and POCTs aimed to provide connected, rapid, and convenient testing for a broad range of health conditions. Pivoted from the sales of COVID-19 POCT, we aim to commercialize POCTs that detect volatile organic compounds (the “VOC”) emitted by the body, powered by our AI Nose technology platform. In 2024, we licensed certain patents and patent applications from Taiwan Carbon Nano Technology Corporation (“TCNT”), a controlling shareholder, to further expand our intellectual properties on our VOC and POCT technologies.7

~~Underwritten Public Offering~~Ainos, Inc.

~~The Company’s registration statement related~~Condensed toStatements ~~its~~of ~~underwritten~~Cash public offering (the “Offering”) was declared effective on August 8, 2022, and the Company’s common stock and warrants began trading on the Nasdaq Capital Market (the “Nasdaq”) on August 9, 2022 under the trading symbols “AIMD” and “AIMDW”, respectively.Flows

~~Reverse Stock Splits~~(Unaudited)

In connection with the Offering, the Company’s board of directors on April 29, 2022 and its shareholders on May 16, 2022 approved a 1-for-15 reverse stock split of the Company’s common stock that became effective on August 9, 2022. Further, to comply with Nasdaq’s minimum $1.00 per share continued listing rules, the Company filed a Certificate of Amendment to its Restated Certificate of Formation on November 27, 2023, to apply for another reverse stock split of the Company’s common stock at a ratio of 1-for-5 which was effectuated on December 14, 2023 after receiving required approvals.

	2025		2024
	Six months ended June 30,
	2025		2024
Cash flows from operating activities:
Net loss	$	(7,371,012)	$	(6,509,832)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		2,371,442		2,398,696
Share-based compensation expense		1,379,699		848,077
Stock issued for special stock bonus		862,230		-
Issuance of common stock for paying consulting fee		75,000		-
Issuance cost of senior secured convertible note measured at fair value		-		138,992
Change in fair value of senior secured convertible note measured at fair value		-		98,412
Changes in operating assets and liabilities:
Accounts receivable		(131)		446
Inventory		(16,301)		1,271
Other current assets		(49,472)		128,355
Accrued expenses and other current and long-term liabilities		173,545		(573,309)
Net cash used in operating activities		(2,575,000)		(3,468,892)
Cash flows from investing activities:
Purchase of property and equipment		(25,950)		(10,276)
Decrease (increase) in refundable deposits and other assets		7,905		(109,516)
Net cash used in investing activities		(18,045)		(119,792)
Cash flows from financing activities:
Proceeds from convertible notes payable, related party		-		9,000,000
Proceeds from senior secured convertible notes payable		-		875,000
Proceeds from at the market offering, net of issuance costs		719,358		-
Payments of issuance cost of senior secured convertible note measured at fair value		-		(97,500)
Repayment of convertible notes payable		(1,000,000)		-
Fractional shares paid out in cash for the reverse stock split		(260)		-
Net cash (used in) provided by financing activities		(280,902)		9,777,500
Effect from foreign currency exchange		204,212		(60,346)
Net (decrease) increase in cash and cash equivalents		(2,669,735)		6,128,470
Cash and cash equivalents at beginning of period		3,892,919		1,885,628
Cash and cash equivalents at end of period	$	1,223,184	$	8,014,098

Noncash financing and investing activities
Conversion of senior secured convertible notes to common stock	$	-	$	2,039,207

~~The par value of $0.01 and authorized shares of the~~See ~~Company’s~~accompanying ~~common stock remains the same and were not adjusted as a result of the reverse stock splits. All issued and outstanding common stock, restricted stock units (RSUs), outstanding convertible~~ notes, ~~warrants and options~~ to ~~purchase common stock and per share amounts contained in~~ the condensed financial statements ~~have been retroactively adjusted to give effect to the reverse stock splits for all periods presented~~.

~~At The Market Offering Agreement~~8

~~On May 31~~Ainos, ~~2024, the Company entered into an At The~~ ~~Market Offering Agreement (the “ATM Agreement”), with H~~Inc.C. Wainwright & Co., LLC or the Agent, pursuant to which the Company may issue and sell, from time to time, shares of its Common Stock, depending on market demand, with the Agent acting as the sales agent or principal (the “ATM Offering”). Sales of the Common Stock may be made by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) of the Securities Act of 1933, as amended (the “Securities Act”), including, without limitation, sales made directly on or through the Nasdaq Capital Market. The Agent will use its commercially reasonable efforts to sell the Shares requested by the Company to be sold on its behalf, consistent with the Agent’s normal trading and sales practices, under the terms and subject to the conditions set forth in the ATM Agreement. The Company has no obligation to sell any of the Shares. The Company may instruct the Agent not to sell the Shares if the sales cannot be effected at or above the price designated by the Company from time to time and the Company may at any time suspend sales pursuant to the ATM Agreement.

8Notes to Condensed Financial Statements

The Company will pay the Agent placement fee of 3.0% of the gross sales price of the Shares sold by the Agent under the ATM Agreement. The Company has also agreed to reimburse the Agent for the fees and disbursements of its counsel, payable upon execution of the Sales Agreement, in an amount not to exceed $35,000 in addition to certain ongoing disbursements of its legal counsel up to $2,500 per calendar quarter. In addition, the Company has agreed to provide customary indemnification rights to the Agent.(Unaudited)

~~The aggregate market value of Shares eligible for sale in the ATM Offering and under the ATM Agreement will be subject to the limitations of General Instruction I~~1.~~B.6~~ ofDescription ~~Form S-3, to the extent required under such instruction. The prospectus supplement filed with the SEC on July 11, 2024, is offering Shares having an aggregate offering price~~ of ~~$1,840,350.~~Business

~~The Company intends to use the net proceeds from the~~Organization ~~offering to fund the continued development of its product candidate~~ and for general corporate purposes and working capital. The precise amount and timing of the application of these proceeds will depend upon a number of factors, such as the timing and progress of our research and development efforts, our funding requirements and the availability and costs of other funds.Business

AsAinos, Inc. of(the ~~March 31~~“Company”), ~~2025,~~incorporated in the ~~Company~~State ~~sold~~of anTexas ~~aggregate of~~in 291984,~~407~~ ~~shares~~is ofan ~~the~~artificial ~~Company’s~~intelligence ~~common~~(“AI”) ~~stock~~and ~~under~~healthcare company focused on the ~~ATM~~commercialization ~~facility,~~of ~~and~~proprietary ~~received~~scent ~~$14~~digitization technology,~~605~~ inAI-powered ~~net~~sensing ~~proceeds~~solutions, ~~after~~point-of-care ~~deducting commissions~~testing (“POCT”), and ~~expenses~~low-dose oral interferon therapeutics. We are advancing these technologies primarily through strategic partnerships.

2Our core scent digitization technology platform, AI Nose, is an AI-based electronic nose system that integrates gas sensors with a proprietary smell language model (“SLM”) algorithm, aiming to enable trainable and sensitive digital olfaction. ~~Summary~~We ofare developing this ~~Significant~~platform ~~Accounting~~to ~~Policies~~digitize scent and volatile organic compound (“VOC”) data into Smell ID, a machine-readable format designed to enable intelligent scent-based applications across industries including robotics, smart manufacturing, and healthcare. We are positioning AI Nose as AI’s olfactory system.

~~Basis~~In parallel, we continue to develop therapeutic candidates based on VELDONA, our low-dose oral interferon platform, targeting rare, autoimmune, and infectious diseases. Our lead programs include candidates for the treatment of ~~Presentation~~oral warts in HIV-positive patients, Sjögren’s syndrome, and feline chronic gingivostomatitis (“FCGS”). We have researched and developed VELDONA since our inception.

~~The~~Between 2021 ~~accompanying~~and ~~condensed~~2024, ~~financial~~we ~~statements~~expanded ~~have been~~our ~~prepared~~intellectual inproperty ~~accordance~~portfolio ~~with~~through ~~accounting~~transactions ~~principles~~with ~~generally~~our ~~accepted~~controlling inshareholders, ~~the~~including ~~United~~Ainos, Inc., ~~States~~a ofCayman ~~America~~Islands ~~(the~~company (“~~GAAP~~Ainos KY”), and ~~pursuant~~ toTaiwan ~~the~~Carbon ~~accounting~~Nano ~~disclosure~~Technology ~~rules~~Corporation ~~and regulations of the Securities and Exchange Commission~~ (~~the~~ “~~SEC~~TCNT”) ~~regarding interim financial reporting~~. ~~Certain~~These ~~information and note disclosures normally~~ transactions included inacquisitions ~~the~~and ~~financial~~license ~~statements~~agreements ~~prepared~~primarily ininvolving ~~accordance with~~patents ~~GAAP~~and ~~have~~patent ~~been~~applications ~~condensed~~related ~~or omitted pursuant~~ to ~~such~~our ~~rules~~AI ~~and~~Nose ~~regulations. Therefore~~platform, ~~these condensed financial statements should be read in conjunction with the financial statements~~ and ~~notes included in the Company’s audited financial statements as of and~~ ~~for the year ended December 31, 2024 contained in the Annual Report on Form 10~~point-Kof-care ~~filed~~testing ~~with~~(“POCT”) ~~the SEC on March 7, 2025~~technologies.

~~In the opinion of management, the accompanying condensed~~Underwritten ~~financial~~Public statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods. The results for the three months ended March 31, 2025 are not necessarily indicative of the results to be expected for any subsequent quarter, the year ending December 31, 2025, or any other period.Offering

~~There~~The Company’s ~~have~~registration ~~been~~statement norelated ~~material~~to ~~changes~~its tounderwritten public offering (the “Offering”) was declared effective on August 8, 2022, and the Company’s ~~significant~~ ~~accounting~~common ~~policies~~stock asand ~~described~~warrants inbegan trading on the ~~audited~~Nasdaq ~~financial~~Capital ~~statements~~Market as(the of“Nasdaq”) on ~~December~~August 319, ~~2024~~2022 under the trading symbols “AIMD” and “AIMDW”, respectively.

~~Use~~Reverse Stock ~~of Estimates~~Splits

~~The preparation~~In ofconnection ~~condensed~~with ~~financial~~the ~~statements~~Offering, inthe ~~conformity~~Company’s ~~with~~board ~~GAAP~~of ~~requires~~directors ~~management~~on toApril ~~make certain estimates~~29, ~~judgments,~~2022 and ~~assumptions~~its ~~that affect~~shareholders ~~the~~on ~~reported~~May ~~amounts~~16, of2022 ~~assets~~approved a ~~and~~1-for-15 ~~liabilities~~reverse ~~and~~stock ~~disclosures~~split as of the ~~date~~Company’s ofcommon ~~the~~stock ~~condensed~~that ~~financial~~became ~~statements~~effective ~~and~~on ~~the~~August ~~reported~~9, 2022. Further, to comply with ~~amounts~~Nasdaq’s ofminimum ~~revenues~~$1.00 ~~and~~per ~~expenses~~share ~~during~~continued listing rules, the ~~reporting~~Company ~~period.~~filed ~~The~~a ~~Company~~Certificate ~~bases~~of Amendment to its ~~estimates~~Restated Certificate of Formation on ~~various~~November ~~factors~~27, ~~including historical experience~~2023, ~~and~~to onapply ~~various~~for ~~other~~another ~~assumptions~~reverse ~~that~~stock ~~are~~split ~~believed~~of tothe beCompany’s ~~reasonable~~common ~~under~~stock ~~the~~at ~~circumstances~~a ratio of 1-for-5 which was effectuated on December 14, ~~when~~2023 ~~these~~after ~~carrying~~receiving ~~values~~required ~~are not~~approvals. ~~readily~~In ~~available~~addition, ~~from~~to ~~other~~comply ~~sources~~with Nasdaq’s minimum $1.00 ~~Significant~~per ~~items~~share ~~subject~~continued tolisting ~~estimates~~rules, ~~and~~the ~~assumptions~~Company ~~include~~filed ~~useful~~a ~~lives~~Certificate of ~~property~~Amendment ~~and~~to its Restated ~~equipment~~Certificate of Formation on May 16, ~~valuation~~2025, ofthe Board approved for another reverse stock ~~option,~~split ~~warrants~~of ~~and~~the ~~convertible~~Company’s ~~notes~~common ~~measured~~stock at a ~~fair~~ratio ~~value,~~of ~~and~~1-for-5 ~~impairment~~which ~~testing~~was ofeffectuated ~~intangible~~on ~~assets. Actual~~June ~~results~~30, ~~may~~2025 ~~differ~~after ~~from~~receiving ~~these~~required ~~estimates~~approvals.

9The par value of $0.01 and authorized shares of the Company’s common stock remains the same and were not adjusted as a result of the reverse stock splits. All issued and outstanding common stock, restricted stock units (RSUs), outstanding convertible notes, warrants and options to purchase common stock and per share amounts contained in the financial statements have been retroactively adjusted to give effect to the reverse stock splits for all periods presented.

~~Liquidity~~9

~~As of March~~At ~~31, 2025, the Company had cash and cash equivalents of $2,628,286.~~ The ~~Company~~Market ~~plans~~Offering to finance its operations and development needs with its existing cash and cash equivalents, additional equity and/or debt financing arrangements. There can be no assurance that the Company will be able to obtain additional financing on terms acceptable to the Company, on a timely basis, or at all. If the Company is not able to obtain sufficient funds on acceptable terms when needed, the Company’s business, results of operations, and financial condition could be materially adversely impacted.Agreement

On May 31, 2024, the Company entered into an At The Market Offering Agreement, or(the ~~sales~~“ATM ~~agreement~~Agreement”), with H.C. Wainwright & Co., LLC or ~~Wainwright~~the Agent, pursuant to which the Company may issue and sell, from time to time, shares of its ~~common~~Common ~~stock~~Stock, ~~the~~depending ~~aggregate~~ on market ~~value~~demand, ofwith ~~Shares~~the ~~eligible~~Agent ~~for~~acting ~~sale~~as in the ~~Offering~~sales ~~and~~agent ~~under~~ or principal (the “ATM ~~Agreement~~Offering”). ~~will~~Sales of the Common Stock may be ~~subject~~made by any method permitted by law deemed to be an “at the ~~limitations~~market ofoffering” ~~General~~as ~~Instruction~~defined ~~I.B.6~~in Rule 415(a)(4) of ~~Form~~the ~~S-3~~Securities Act of 1933, toas amended (the ~~extent~~“Securities ~~required~~Act”), ~~under~~including, ~~such~~without ~~instruction.~~limitation, sales made directly on or through the Nasdaq Capital Market. The ~~prospectus~~Agent ~~supplement~~will ~~filed~~use ~~with~~its commercially reasonable efforts to sell the ~~SEC~~Shares onrequested ~~July~~by 11the Company to be sold on its behalf, ~~2024~~consistent with the Agent’s normal trading and sales practices, isunder ~~offering~~the ~~Shares~~terms ~~having~~and ansubject ~~aggregate~~to ~~offering~~the ~~price~~conditions set forth in the ATM Agreement. The Company has no obligation to sell any of ~~$1,840,350~~the Shares. AsThe Company may instruct the Agent not to sell the Shares ofif ~~March~~the ~~31,~~sales ~~2025,~~cannot be effected at or above the price designated by the Company ~~sold~~from ~~29,407~~time ~~shares~~to oftime ~~common~~and ~~stock~~the ~~under~~Company Atmay ~~The~~at ~~Market~~any ~~Offering~~time ~~Agreement,~~suspend ~~resulting~~sales inpursuant ~~net~~to ~~proceeds~~the ofATM ~~approximately $14,605~~Agreement.

~~For~~The Company will pay the ~~three months~~Agent ~~ended~~placement ~~March~~fee ~~31,~~of ~~2025,~~3.0% of the gross sales price of the Shares sold by the Agent under the ATM Agreement. The Company ~~generated~~has aalso ~~net~~agreed ~~loss~~to reimburse the Agent for the fees and disbursements of $3its counsel,~~286,022.~~ ~~The~~payable ~~Company~~upon execution of the Sales Agreement, ~~expects~~in an amount not to ~~continue~~exceed ~~incurring~~$35,000 ~~development~~in ~~expenses~~addition ~~for~~to ~~the~~certain ~~next~~ongoing ~~twelve~~disbursements ~~months~~of asits legal counsel up to $2,500 per calendar quarter. In addition, the Company ~~advances~~has ~~our~~agreed ~~product~~to ~~development~~provide ~~plans~~customary indemnification rights to the Agent.

The ~~financial statements have been prepared on a going~~ ~~concern~~aggregate ~~basis,~~market ~~which~~value ~~contemplates the realization~~ of ~~assets~~Shares ~~and~~eligible ~~the~~for ~~satisfaction~~sale ~~of liabilities~~ in the ~~normal~~ATM ~~course~~Offering ~~of business. The Company has incurred net operating losses since inception~~ and ~~has~~under anthe ~~accumulated~~ATM ~~deficit~~Agreement aswill ofbe ~~March~~subject ~~31, 2025 of $56,035,338 and expects~~ to ~~incur additional losses and negative operating cash flows for at least~~ the ~~next twelve months. The Company’s ability to meet~~limitations ~~its~~of ~~obligations~~General isInstruction ~~dependent upon its ability to generate sufficient cash flows from operations and future financing transactions~~I.B.6 ~~Although management expects the Company will continue as a going concern, there is no assurance that management’s plans will be successful since the availability and amount~~ of ~~such~~Form ~~funding is not certain. Accordingly~~S-3, ~~substantial doubt exists about the Company’s ability~~ to ~~continue as a going concern for at least one year from~~ the ~~issuance~~extent ofrequired ~~these~~under ~~financial~~such ~~statements~~instruction. The ~~accompanying~~prospectus ~~financial~~supplement ~~statements do~~filed ~~not~~with ~~include any adjustments to reflect~~ the ~~possible future effects~~ SEC on ~~the~~July ~~recoverability~~11, of2024, ~~assets~~is oroffering ~~the~~Shares ~~amounts~~having ~~and~~an ~~classifications of~~aggregate ~~liabilities~~offering ~~that~~price ~~may result from the possible inability~~ of ~~the Company to continue as a going concern~~$1,840,350.

~~Segments~~The Company intends to use the net proceeds from the offering to fund the continued development of its product candidate and for general corporate purposes and working capital. The precise amount and timing of the application of these proceeds will depend upon a number of factors, such as the timing and progress of our research and development efforts, our funding requirements and the availability and costs of other funds.

~~Operating segments~~As ~~are defined as components~~ of anJune ~~entity~~30, ~~for~~2025, ~~which separate financial information is available and that is regularly reviewed by~~ the ~~chief operating~~Company ~~decision~~sold ~~maker (the “CODM”) in deciding how to allocate resources to~~ an ~~individual~~aggregate ~~segment~~of ~~and~~262,383 inshares ~~assessing~~of ~~performance. The Company’s Chief Executive Officer is~~ the Company’s ~~CODM.~~common ~~The~~stock ~~CODM~~under ~~reviews financial information prepared on~~ the ~~basis of~~ATM ~~accounting policy disclosed in its annual financial statement for purposes of making operating decisions~~facility, ~~allocating~~and ~~resources~~received $719,358 ~~and evaluating~~in ~~financial~~net ~~performance of the Company. As such~~proceeds, ~~the~~after ~~Company~~deducting ~~has~~commissions ~~determined~~and ~~that it operates as one operating segment~~expenses.

~~Impairment~~2. Summary of ~~Intangible~~Significant ~~Assets~~Accounting Policies

~~The Company~~Basis ~~reviews its definite-lived intangibles and other long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount~~ of an asset or asset group may not be fully recoverable. When such events occur, management determines whether there has been impairment by comparing the anticipated undiscounted future net cash flows to the carrying value of the asset or asset group. If impairment exists, the assets are written down to their estimated fair value. No impairment of definite-lived intangible and long-lived assets was recorded for the three months ended March 31, 2025 and 2024.Presentation

The accompanying condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (the “GAAP”) and pursuant to the accounting disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these condensed financial statements should be read in conjunction with the financial statements and notes included in the Company’s audited financial statements as of and for the year ended December 31, 2024 contained in the Annual Report on Form 10-K filed with the SEC on March 7, 2025.

~~Fair~~In the ~~Value~~opinion ~~Option~~of management, the accompanying condensed financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods. The results for the three and six months ended June 30, 2025 are not necessarily indicative of the results to be expected for any subsequent quarter, the year ending December 31, 2025, or any other period.

~~ASC 825-10,~~There ~~Financial~~have ~~Instruments,~~been ~~provides~~no amaterial ~~fair~~changes ~~value option (the “FVO”) election that allows companies an irrevocable election~~ to ~~use fair value as~~ the ~~initial~~Company’s ~~and~~significant ~~subsequent~~ accounting ~~measurement~~policies ~~attribute~~as ~~for~~described ~~certain~~in ~~financial~~the ~~assets~~audited ~~and liabilities. ASC 825-10 permits entities to elect to measure eligible~~ financial ~~assets and liabilities at fair value on an ongoing basis. Unrealized gains and~~statements ~~losses~~as ~~on items for which the FVO has been elected are reported in earnings, except for the effect~~ of ~~changes~~December ~~in own credit~~31, ~~which are recognized in other comprehensive income/loss~~2024. The decision to elect the FVO is determined on an instrument-by-instrument basis, must be applied to an entire instrument and is irrevocable once elected. Assets and liabilities measured at fair value pursuant to ASC 825-10 are required to be reported separately from those instruments measured using another accounting method.

~~Recent Accounting Pronouncements Adopted~~10

~~In November 2023, the FASB issued ASU 2023-07, Segment~~Use Reporting (Topic 280): Improvements to Reportable Segment Disclosures. ASU 2023-07, which is applicable to entities with a single reportable segment, will primarily require enhanced disclosures about significant segment expenses and enhanced disclosures in interim periods. The guidance in ASU 2023-07 will be applied retrospectively and is effective for annual reporting periods in fiscal years beginning after December 15, 2023 and interim reporting periods in fiscal years beginning after December 31, 2024, with early adoption permitted. The Company does not expect the adoption of ~~this standard to have a material impact on the Company’s unaudited condensed financial statements.~~Estimates

InThe preparation ~~December~~of ~~2023,~~condensed ~~the~~financial ~~FASB~~statements ~~issued~~in ~~ASU~~conformity ~~2023-09,~~with ~~Income Taxes~~GAAP ~~(Topic~~requires ~~740):~~management ~~Improvements~~ to ~~Income~~make ~~Tax~~certain ~~Disclosures.~~estimates, ~~ASU~~judgments, ~~2023-09~~and isassumptions that ~~intended~~affect tothe ~~improve~~reported ~~income~~amounts ~~tax~~of ~~disclosure~~assets ~~requirements~~and byliabilities ~~requiring (1) consistent categories~~ and ~~greater~~disclosures ~~disaggregation~~as of ~~information~~the indate of the ~~rate~~condensed ~~reconciliation~~financial statements and ~~(2)~~ the reported ~~disaggregation~~amounts of ~~income~~revenues ~~taxes paid~~and byexpenses ~~jurisdiction~~during the reporting period. The ~~guidance~~Company ~~makes~~bases ~~several~~its ~~other~~estimates ~~changes~~on tovarious ~~the~~factors, ~~income~~including historical ~~tax~~experience, ~~disclosure~~and ~~requirements.~~on ~~The~~various ~~guidance~~other inassumptions ~~ASU~~that ~~2023-09 will~~are believed to be ~~effective~~reasonable ~~for~~under ~~annual~~the ~~reporting~~circumstances, ~~periods~~when inthese ~~fiscal~~carrying values ~~years~~are ~~beginning~~not ~~after~~readily ~~December~~available ~~15,~~from ~~2024~~other sources. ~~The~~Significant ~~Company~~items ~~does~~subject ~~not~~to ~~expect~~estimates ~~the~~and ~~adoption~~assumptions include useful lives of property and equipment, valuation of ~~this~~stock ~~standard~~option, towarrants ~~have~~and aconvertible ~~material~~notes ~~impact~~measured onat ~~the~~fair ~~Company’s~~value, ~~unaudited~~and ~~condensed~~impairment ~~financial~~testing ~~statements~~of intangible assets. Actual results may differ from these estimates.

~~Accounting Standards Issued but Not Yet Adopted~~Liquidity

InAs of ~~November~~June ~~2024~~30, ~~the FASB issued ASU 2024-03~~2025, ~~Income Statement—Reporting~~the ~~Comprehensive~~Company ~~Income—Expense~~had ~~Disaggregation~~cash ~~Disclosures~~and ~~(Subtopic~~cash ~~220-40):~~equivalents ~~Disaggregation~~ of ~~Income Statement Expenses~~$1,223,184. ~~which~~The isCompany ~~intended~~plans to ~~provide~~finance ~~more~~its ~~detailed~~operations ~~information~~and ~~about~~development needs ~~specified~~with ~~categories~~its ofexisting ~~expenses~~cash ~~(purchases~~and ofcash ~~inventory~~equivalents, ~~employee compensation,~~additional ~~depreciation~~equity and/or ~~amortization)~~debt ~~included~~financing inarrangements. ~~certain~~There ~~expense~~can ~~captions~~be ~~presented~~no onassurance that the ~~statement~~Company ofwill ~~operations.~~be ~~The~~able ~~guidance in~~to ~~this~~obtain ~~ASU~~additional isfinancing ~~effective~~on ~~for~~terms ~~fiscal~~acceptable ~~years~~to ~~beginning~~the ~~after December 15~~Company, ~~2026,~~on ~~and~~a ~~interim~~timely ~~periods~~basis, ~~within~~or ~~fiscal~~at ~~years beginning after December 15, 2027~~all. ~~Early~~If ~~adoption~~the Company is ~~permitted.~~not ~~The~~able ~~amendments may be applied either (1) prospectively~~ to ~~financial~~obtain ~~statements~~sufficient ~~issued~~funds ~~for~~on ~~periods after~~acceptable ~~the~~terms ~~effective~~when ~~date~~needed, ~~of this ASU or (2) retrospectively to all prior periods presented in~~ the ~~financial statements. The~~ Company’s ~~is currently~~business, ~~evaluating~~results ~~the impact that the adoption~~ of ~~ASU~~operations, ~~2024-03~~and ~~will~~financial condition ~~have~~could onbe ~~its~~materially ~~financial~~adversely ~~statements and disclosures~~impacted.

3On May 31, 2024, the Company entered into an At The Market Offering Agreement, or sales agreement, with H.C. ~~Cash~~Wainwright & Co., LLC or Wainwright, pursuant to which the Company may issue and ~~Cash~~sell, from time to time, shares of its common stock, the aggregate market value ~~Equivalents~~of Shares eligible for sale in the Offering and under the ATM Agreement will be subject to the limitations of General Instruction I.B.6 of Form S-3, to the extent required under such instruction. The prospectus supplement filed with the SEC on July 11, 2024, is offering Shares having an aggregate offering price of $1,840,350. As of June 30, 2025, the Company sold 262,383 shares of common stock under At The Market Offering Agreement, resulting in net proceeds of approximately $719,358.

AsFor of March 31, 2025 and December 31, 2024, cash and cash equivalents consisted of cash on hand and cash in bank which is potentially subject to concentration of credit risk. Such balance is maintained at financial institutions that management determines to be of high-credit quality. Cash accounts at each institution are insured by the ~~Federal~~six ~~Deposit~~months ~~Insurance~~ended ~~Corporation~~June ~~in the U.S.A or Central Deposit Insurance Corporation in Taiwan up to certain limits. At times~~30, ~~such deposits may be in excess of the insurance limit. Accounts are guaranteed by the Federal Deposit Insurance Corporation (FDIC) up to $250,000. As of March 31,~~ 2025 ~~and December 31~~, ~~2024,~~ the Company ~~had~~generated ~~approximately~~a ~~$226,600~~net ~~and $212,400~~loss ~~in excess~~ of ~~FDIC insured limits~~$7, ~~respectively~~371,012. The Company ~~maintains~~expects ~~cash~~to incontinue ~~state-owned~~incurring ~~banks~~development inexpenses ~~Taiwan.~~for ~~In Taiwan,~~ the ~~insurance coverage~~next oftwelve ~~each~~months ~~bank~~as ~~is NTD$3,000,000 (approximately USD$90,350). As of March 31, 2025 and December 31, 2024,~~ the Company ~~had~~advances ~~$2,025,800 and~~our ~~$3,311,000~~product ~~cash~~development ~~in excess of the insured amount, respectively~~plans. ~~The Company has not experienced any losses in such accounts.~~

11The financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred net operating losses since inception and has an accumulated deficit as of June 30, 2025 of $60,120,328 and expects to incur additional losses and negative operating cash flows for at least the next twelve months. The Company’s ability to meet its obligations is dependent upon its ability to generate sufficient cash flows from operations and future financing transactions. Although management expects the Company will continue as a going concern, there is no assurance that management’s plans will be successful since the availability and amount of such funding is not certain. Accordingly, substantial doubt exists about the Company’s ability to continue as a going concern for at least one year from the issuance of these financial statements. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability of assets or the amounts and classifications of liabilities that may result from the possible inability of the Company to continue as a going concern.

~~4. Inventory~~Segments

~~Inventory~~Operating segments ~~stated~~are atdefined ~~cost,~~as ~~net~~components of ~~reserve~~an entity for which separate financial information is available and that is regularly reviewed by the chief operating decision maker (the “CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s Chief Executive Officer is the Company’s CODM. The CODM reviews financial information prepared on the basis of accounting policy disclosed in its annual financial statement for purposes of making operating decisions, ~~consisted~~allocating resources, and evaluating financial performance of the ~~following:~~Company. As such, the Company has determined that it operates as one operating segment.

~~Schedule of Inventory~~ 11

	March 31,		December 31,
	2025		2024
Raw materials	$	73,928	$	74,875
Work in process		1,116		1,131
Finished goods		66,787		67,750
Total	$	141,831	$	143,756

Impairment of Intangible Assets

~~Inventory~~The Company ~~write-downs~~reviews toits ~~estimated~~definite-lived ~~net~~intangibles ~~realizable values~~and ~~were~~other ~~nil~~long-lived assets for impairment whenever events or changes in circumstances indicate that the ~~three~~carrying ~~months~~amount ~~ended~~of ~~March~~an 31asset or asset group may not be fully recoverable. When such events occur, ~~2025~~management determines whether there has been impairment by comparing the anticipated undiscounted future net cash flows to the carrying value of the asset or asset group. If impairment exists, the assets are written down to their estimated fair value. No impairment of definite-lived intangible and long-lived assets was recorded for the three and six months ended ~~March~~June 3130, 2025 and 2024.

~~5. Convertible~~Fair ~~Notes~~Value ~~Payable and Other Notes Payable~~Option

AsASC 825-10, ofFinancial ~~March 31~~Instruments, ~~2025~~provides a fair value option (the “FVO”) election that allows companies an irrevocable election to use fair value as the initial and ~~December~~subsequent 31accounting measurement attribute for certain financial assets and liabilities. ASC 825-10 permits entities to elect to measure eligible financial assets and liabilities at fair value on an ongoing basis. Unrealized gains and losses on items for which the FVO has been elected are reported in earnings, ~~2024~~except for the effect of changes in own credit, which are recognized in other comprehensive income/loss. The decision to elect the ~~respective~~FVO is determined on an instrument-by-instrument basis, ~~notes~~must ~~payable~~be ~~were~~applied asto ~~follows:~~an entire instrument and is irrevocable once elected. Assets and liabilities measured at fair value pursuant to ASC 825-10 are required to be reported separately from those instruments measured using another accounting method.

~~Schedule~~Recent Accounting ofPronouncements ~~Notes Payable~~ Adopted

	March 31, 2025		December 31, 2024
March 2025 Convertible Notes, related party –noncurrent (ASE Note)	$	2,000,000	$	-
March 2025 Convertible Notes, related party –current (ASE Note)		-		2,000,000
March 2025 Convertible Notes –current (Lee Note)		1,000,000		1,000,000
Convertible Notes – current		1,000,000		1,000,000
May 2027 Convertible Notes, related party – noncurrent (ASE Note)		9,000,000		9,000,000
Convertible Notes – noncurrent		9,000,000		9,000,000
Convertible Notes payable	$	12,000,000	$	12,000,000

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. ASU 2023-07, which is applicable to entities with a single reportable segment, will primarily require enhanced disclosures about significant segment expenses and enhanced disclosures in interim periods. The guidance in ASU 2023-07 will be applied retrospectively and is effective for annual reporting periods in fiscal years beginning after December 15, 2023 and interim reporting periods in fiscal years beginning after December 31, 2024, with early adoption permitted. The Company does not expect the adoption of this standard to have a material impact on the Company’s unaudited condensed financial statements.

~~May~~In December ~~2027~~2023, ~~Convertible~~the ~~Notes~~FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 is intended to improve income tax disclosure requirements by requiring (1) consistent categories and ~~Warrant~~greater ~~Purchase~~disaggregation of information in the ~~Agreement~~rate reconciliation and (2) the disaggregation of income taxes paid by jurisdiction. The guidance makes several other changes to the income tax disclosure requirements. The guidance in ASU 2023-09 will be effective for annual reporting periods in fiscal years beginning after December 15, 2024. The Company does not expect the adoption of this standard to have a material impact on the Company’s unaudited condensed financial statements.

~~On May 3, 2024, The Company entered into Convertible~~Accounting ~~Note~~Standards ~~and~~Issued ~~Warrant~~but ~~Purchase~~Not ~~Agreement~~Yet with the ASE Test, Inc. (“ASE”), a shareholder of Ainos KY, for the issuance of convertible promissory notes with 6% compound interest in the aggregate principal amount of $9,000,000 (collectively the “Notes”) convertible into shares of common stock, par value $0.01 per share, of the Company, payable three (3) years from May 3, 2024 as well as the issuance of warrants for the purchase of up to 500,000 shares of common stock at a price per share of $4.50, exercisable until May 3, 2029. As of March 31, 2025, the Company received the full amount of the payment.Adopted

~~March~~In November ~~2025~~2024, ~~Convertible~~the ~~Notes~~FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which is intended to provide more detailed information about specified categories of expenses (purchases of inventory, employee compensation, depreciation and amortization) included in certain expense captions presented on the statement of operations. The guidance in this ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The amendments may be applied either (1) prospectively to financial statements issued for periods after the effective date of this ASU or (2) retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the impact that the adoption of ASU 2024-03 will have on its financial statements and disclosures.

~~On March 13, 2023, the Company entered into two convertible~~3. ~~promissory~~Cash ~~note~~and ~~purchase~~Cash agreements pursuant to Regulation S of the Securities Act of 1933, as amended, in the total principal amount of $3,000,000 with the following investors (the “March 2025 Convertible Notes” or “Notes”).Equivalents

~~Convertible~~As of ~~Note~~June ~~Issued~~30, 2025 and December 31, 2024, cash and cash equivalents consisted of cash on hand and cash in bank which is potentially subject to ~~ASE~~concentration ~~Test~~of credit risk. Such balance is maintained at financial institutions that management determines to be of high-credit quality. Cash accounts at each institution are insured by the Federal Deposit Insurance Corporation in the U.S.A or Central Deposit Insurance Corporation in Taiwan up to certain limits. At times, ~~Inc~~such deposits may be in excess of the insurance limit. Accounts are guaranteed by the Federal Deposit Insurance Corporation (FDIC) up to $250,000. As of June 30, 2025 and December 31, 2024, the Company had approximately ~~“ASE~~nil ~~Note”~~and $212,400 in excess of FDIC insured limits, respectively. The Company maintains cash in state-owned banks in Taiwan. In Taiwan, the insurance coverage of each bank is NTD$3,000,000 (approximately USD$102,400). As of June 30, 2025 and December 31, 2024, the Company had $901,300 and $3,311,000 cash in excess of the insured amount, respectively. The Company has not experienced any losses in such accounts.

Pursuant to the one of the aforementioned agreements, ASE Test, Inc., a shareholder of Ainos KY, committed to pay a total aggregate amount of $2,000,000 to the Company in exchange for convertible promissory note(s) in three tranches in the amounts of $1,000,000 (the “First Tranche”), $500,000 (the “Second Tranche”), and $500,000 (the “Third Tranche”) conditioned, among other things, on the Company achieving certain business milestones. As of March 31, 2025, the Company received the full amount of the payment.12

On March 10, 2025, the Company entered into an amendment to the Convertible Note (the “Convertible Note Amendment”) with ASE Test to (1) extend the maturity date to March 12, 2027, and (2) change the conversion price from $7.50 per share (adjusted for the 1-for-5 reverse stock split of the Company’s common stock on December 14, 2023) to a price of the lower of (a) $7.50 per share and (b) the higher of (x) the average closing price per share of Common Stock for the period of thirty (30) trading days prior to the day when the noteholder exercises the conversion right or (y) $4.~~50.~~ Inventory

12Inventory stated at cost, net of reserve, consisted of the following:

~~Convertible~~Schedule ~~Note~~of ~~Issued to Li-Kuo Lee (the “Lee Note”)~~Inventory

The Company issued a convertible note in the principal amount of $1,000,000 to an unrelated party, Li-Kuo Lee, in exchange of $1,000,000 in cash. As of March 31, 2025, the Company received the full amount of the payment.

	June 30,		December 31,
	2025		2024
Raw materials	$	83,761	$	74,875
Work in process		1,265		1,131
Finished goods		75,031		67,750
Total	$	160,057	$	143,756

OnInventory write-downs ~~March~~to ~~12,~~estimated ~~2025,~~net ~~the~~realizable ~~Company~~values ~~entered~~were ~~into~~nil anfor ~~amendment to~~ the ~~Convertible~~three ~~Note~~and ~~(the~~six ~~“Convertible~~months ~~Note~~ended ~~Amendment”)~~June ~~with~~30, ~~Li-Kuo~~2025, ~~Lee~~and ~~to extend~~ the ~~maturity~~three ~~date~~and tosix ~~May~~months ended 13June 30, ~~2025~~2024.

~~The March 2025 Convertible Notes bearing interest at the rate of 6% compounded interest per annum~~5. ~~At any time after the issuance and before the maturity date, the Notes are convertible into the common~~ ~~stock~~Convertible ~~of the Company at the conversion price from $4.50 to $7.50 per share, subject to anti-dilutive adjustment as set forth in the~~ Notes. ~~Unless~~Payable ~~previously converted, the Company shall repay the outstanding principal amount plus all accrued~~ and ~~unpaid~~Other ~~interest on the maturity date. The~~ Notes ~~shall be an unsecured general obligation of the Company.~~Payable

The total interest expense of convertible notes payable, other notes payable, March 2025 Convertible Notes and May 2027 Convertible Notes for the three months ended March 31, 2025 was $180,229 compared with the same period in year 2024 was $46,386. As of ~~March~~June 3130, 2025 and December 31, 2024, the ~~unpaid~~respective ~~accrued~~notes ~~interest~~payable ~~expense was~~were ~~$831,497~~as ~~and $651,268, respectively.~~follows:

6.Schedule ~~Stockholders’ Equity~~of Notes Payable

Preferred Stock

	June 30, 2025		December 31, 2024
March 2025 Convertible Notes, related party –noncurrent (ASE Note)	$	2,000,000	$	-
March 2025 Convertible Notes, related party –current (ASE Note)		-		2,000,000
March 2025 Convertible Notes –current (Lee Note)		-		1,000,000
Convertible Notes –current		-		1,000,000
May 2027 Convertible Notes, related party – noncurrent (ASE Note)		9,000,000		9,000,000
Convertible Notes – noncurrent		9,000,000		9,000,000
Convertible Notes payable	$	11,000,000	$	12,000,000

~~The Company increased authorized shares of preferred~~May ~~stock~~2027 ~~from~~Convertible ~~10,000,000~~Notes shares to 50,000,000 shares upon the filing of an amendment to the Company’s Certificate of Formation with the Secretary of State of Texas on November 27, 2023. No shares of preferred stock were issued and ~~outstanding~~Warrant asPurchase ~~of March 31, 2025 and December 31, 2024.~~Agreement

~~Common~~On May ~~Stock~~3, 2024, The Company entered into Convertible Note and Warrant Purchase Agreement with the ASE Test, Inc. (“ASE”), a shareholder of Ainos KY, for the issuance of convertible promissory notes with 6% compound interest in the aggregate principal amount of $9,000,000 (collectively the “Notes”) convertible into shares of common stock, par value $0.01 per share, of the Company, payable three (3) years from May 3, 2024 as well as the issuance of warrants for the purchase of up to 500,000 shares of common stock at a price per share of $22.50, exercisable until May 3, 2029. As of June 30, 2025, the Company received the full amount of the payment.

~~During the three months ended~~ March ~~31,~~ 2025, ~~the~~Convertible Company issued an additional 1,787,779 shares of common stock as a result of delivering 5,872 shares to settle vested RSUs, 1,752,500 shares to settle for Special Stock Award, 29,407 shares to settle for ATM transaction. As of March 31, 2025, there were 17,215,164 shares of common stock legally issued and outstanding.Notes

~~Warrants~~On March 13, 2023, the Company entered into two convertible promissory note purchase agreements pursuant to Regulation S of the Securities Act of 1933, as amended, in the total principal amount of $3,000,000 with the following investors (the “March 2025 Convertible Notes” or “Notes”).

~~As of March 31, 2025 and December 31, 2024, warrants~~Convertible ~~issued~~Note ~~and~~Issued ~~outstanding~~to inLi-Kuo ~~connection~~Lee ~~with~~(the ~~financing~~“Lee ~~are summarized as below:~~Note”)

~~Schedule~~The Company issued a convertible note in the principal amount of ~~Warrants~~$1,000,000 ~~Issued~~to ~~and~~an ~~Outstanding~~ unrelated party, Li-Kuo Lee, in exchange of $1,000,000 in cash. As of June 30, 2025, the Company received the full amount of the payment.

	March 31,		December 31,
(In number of shares)	2025		2024
Lind Warrant with exercise price from $2.16 to $4.50		1,201,944		1,201,944
Public warrant with exercise price of $21.25		179,400		179,400
Representative’s warrant with exercise price of $23.375		7,800		7,800
Placement agent warrant with exercise price of $8.25		20,666		20,666
ASE Warrant with exercise price of $4.50		500,000		500,000
Total		1,909,810		1,909,810

On March 12, 2025, the Company entered into an amendment to the Convertible Note (the “Convertible Note Amendment”) with Li-Kuo Lee to extend the maturity date to May 13, 2025.

~~The~~On April ~~Company~~30, ~~issued the Lind Warrants on September 28~~2025, ~~2023 in connection with~~ the ~~private~~Company ~~placement~~repaid of the ~~Lind~~full ~~Note.~~principal ~~The Company further issued 20,666 shares of warrants~~ with anaccrued ~~exercise price~~interest ofaggregate ~~$8.25 per share to the placement agent as the agent fee. Each warrant has a contractual term of 5 years and can be exercised for the purchase of one share of common stock of the Company. The carrying~~ amount ~~of the Lind Warrant is nil after allocating proceeds to the Lind Note measured at fair value. The fair value of the placement agent warrant is estimated as~~ $211,~~479 using the Black-Scholes Model~~132,650.

~~As disclosed in~~ Convertible Note 1,Issued ~~the Company issued public warrants together with common stock in connection with its underwritten public offering effective August 8, 2022. The Company further issued private warrants~~ to ~~Maxim~~ASE ~~Group LLC~~Test, ~~as representative of the underwriter pursuant to an underwriting agreement~~Inc. ~~Each warrant has a contractual term of 5 years, expiring on August 8, 2027, and can be exercised for~~ (the ~~purchase~~“ASE ~~of one share of common stock of the Company.~~Note”)

~~The Company accounts for warrants as either equity-classified~~Pursuant orto ~~liability-classified~~the ~~instruments~~one ~~based on an assessment~~ of the ~~instruments’~~aforementioned ~~specific terms and applicable authoritative guidance in ASC 480~~agreements, ~~Distinguishing~~ASE ~~Liabilities from Equity (the “ASC480)~~Test, ~~and ASC 815, Derivatives and Hedging (the “ASC 815”)~~Inc. ~~The assessment considers whether the instruments are free standing financial instruments pursuant to ASC 480~~, ~~meet~~a ~~the~~shareholder ~~definition~~ of aAinos ~~liability~~KY, ~~pursuant~~committed to ~~ASC~~pay ~~480,~~a ~~and~~total ~~whether~~aggregate ~~the~~amount ~~instruments meet all~~ of ~~the requirements for equity classification under ASC 815,~~ ~~including~~$2,000,000 ~~whether the instruments are indexed~~ to the Company’s ~~own~~in ~~common~~exchange ~~shares~~for ~~and~~convertible ~~whether~~promissory ~~the~~note(s) ~~instrument~~in ~~holders~~three ~~could~~tranches ~~potentially require “net cash settlement”~~ in athe ~~circumstance~~amounts ~~outside~~ of ~~the Company’s control~~$1,000,000 ~~among~~(the ~~other conditions for equity~~“First ~~classification.~~Tranche”), ~~This assessment~~$500,000 ~~which requires~~ (the ~~use~~“Second ofTranche”), ~~professional~~and ~~judgment~~$500,000 ~~is conducted at~~ (the ~~time~~“Third ofTranche”) ~~warrant~~conditioned, ~~issuance~~among ~~and as~~other ofthings, ~~each~~on ~~subsequent~~the ~~period~~Company ~~end~~achieving ~~date~~certain ~~while~~business ~~the instruments are outstanding~~milestones. ~~Management~~As ~~has~~of ~~concluded~~June ~~that~~30, ~~the~~2025, ~~warrants issued in connection with~~ the ~~underwritten~~Company ~~public~~received ~~offering and~~ the ~~private~~full ~~placement~~amount of ~~Lind~~the ~~Note qualify for equity accounting treatment and are recorded as additional paid-in capital~~payment.

InOn March ~~addition~~10, 2025, the ~~warrant~~Company ~~issued~~entered byinto ~~the~~an ~~Company~~amendment to the Convertible Note (the “Convertible Note Amendment”) with ASE ~~i2China~~Test into ~~2020~~(1) inextend ~~exchange~~the maturity date to March 12, 2027, and (2) change the conversion price from $37.50 per share (adjusted for ~~consulting~~the ~~services~~1-for-5 reverse isstock ~~accounted~~split of the Company’s common stock on December 14, 2023 and another adjusted for ~~under~~the ~~ASC~~1-for-5 ~~718~~reverse stock split of the Company’s common stock on June 30, ~~Compensation~~2025) –to a price of the lower of (a) $37.50 per share and (b) the higher of (x) the average closing price per share of Common Stock ~~Compensation~~for the period of thirty (~~see~~30) trading days prior to the day when the noteholder exercises the ~~Note~~conversion 8right or (y) $22.50.

AsThe March 2025 Convertible Notes bearing interest at the rate of ~~March~~6% ~~31,~~compounded ~~2025~~interest per annum. At any time after the issuance and before the maturity date, ~~none~~the Notes are convertible into the common stock of the ~~warrants~~Company ~~have~~at ~~been~~the conversion price from $22.50 to $37.50 per share, ~~exercised~~subject ~~nor~~to ~~have~~anti-dilutive ~~expired~~adjustment as set forth in the Notes. Unless previously converted, the Company shall repay the outstanding principal amount plus all accrued and unpaid interest on the maturity date. The Notes shall be an unsecured general obligation of the Company.

7The total interest expense of convertible notes payable, other notes payable, March 2025 Convertible Notes and May 2027 Convertible Notes for the three and six months ended June 30, 2025 was $177,762 and $357,991 respectively, compared with the same period in year 2024 was $117,828 and $164,214, respectively. ~~Revenue~~As of June 30, 2025 and December 31, 2024, the unpaid accrued interest expense was $876,608 and $651,268, respectively.

~~Revenue is recognized upon shipment of products based upon contractually stated pricing at standard payment terms within 30 to 60 days~~6. ~~The revenue generated by product sales is recognized~~ atStockholders’ ~~point in time.~~Equity

~~The Company generated revenue from sales of VELDONA~~Reverse ~~Pet~~Stock supplements in the Taiwan market through on-line platforms that were recognized after the expiration of right of return which was offered for a limited time. Revenue from sales through off-line distribution channels was recognized based on the amount of consideration that we expected to receive, reduced by estimates for return allowances, promotional discounts, and fees.Splits

~~Nil~~To comply ~~and~~with Nasdaq’s minimum $~~106~~1.00 per share continued listing rules,~~329~~ the Company filed a Certificate of ~~contract~~Amendment ~~liabilities~~to ~~were~~its ~~recorded~~Restated Certificate of Formation on May 16, 2025, to apply for ~~the~~reverse ~~cash~~stock ~~received~~split inof ~~advance~~the ~~from~~Company’s ~~customers~~common asstock at a ratio of ~~March~~1-for-5 which ~~31,~~was ~~2025~~effectuated ~~and~~on ~~December~~June 3130, ~~2024,~~2025 ~~respectively~~after receiving required approvals.

~~The Company recognized the revenue from sales of VOC~~Preferred sensing products related to NISD co-development during the three months ended March 31, 2025 and 2024 that was included in the contract liability balance at the beginning of each period were $105,942 and nil, offset by exchange rate fluctuation, respectively.Stock

~~Return~~The Company ~~Allowances~~increased authorized shares of preferred stock from 10,000,000 shares to 50,000,000 shares upon the filing of an amendment to the Company’s Certificate of Formation with the Secretary of State of Texas on November 27, 2023. No shares of preferred stock were issued and outstanding as of June 30, 2025 and December 31, 2024.

~~Return allowances, which~~Common ~~reduce revenue and cost of sales, are estimated using historical experience. Liabilities for return allowances are included in “Accrued expenses and others current liabilities”.~~Stock

~~Variable~~During the ~~consideration~~six months ended June 30, 2025, the Company issued an additional 1,182,513 shares of common stock as a result of delivering 541,174 shares to settle vested RSUs, 350,500 shares to settle vested special stock awards, 262,383 shares to settle for ATM transaction, 28,555 shares to compensate consultant but the shares were offset by fractional 99 shares paid out in cash for the reverse stock split. As of June 30, 2025, there were 4,267,990 shares of common stock legally issued and outstanding.

We record revenue from customers in an amount that reflects the transaction price we expect to be entitled to after transferring control of those goods. From time to time, we offer product sales promotions such as discounts. Variable consideration is estimated at contract inception only to the extent that it is probable that a significant reversal of revenue will not occur.14

14Warrants

~~8. Share-Based~~As ~~Compensation~~of June 30, 2025 and December 31, 2024, warrants issued and outstanding in connection with financing are summarized as below:

~~2023~~Schedule ~~Stock~~of ~~Incentive~~Warrants ~~Plan~~Issued and Outstanding

The Company effectuated an amendment to its 2021 Stock Incentive Plan, now restated as the Company 2023 Stock Incentive Plan (the “2023 SIP” or “Plan”) which includes, among other things, a change in the number of reserved shares under the Plan. Under the 2023 SIP, subject to a change in capital structure or a change in control, the aggregate number of shares which may be issued or transferred pursuant to awards under the Plan will be equal to up to twenty percent (20%) of shares of outstanding common stock of the Company existing as of December 31st of the previous calendar year (the “Plan Share Reserve”). Upon the effectiveness of the 2023 SIP on June 14, 2023, the aggregate number of shares which may be issued pursuant to awards under the Plan is 871,075 shares of common stock, including shares that remained available for grant under the 2021 Stock Incentive Plan. On July 19, 2024, the Company filed Form S-8 to increase the aggregate number of shares may be issued to 946,432 shares of common stock including shares that remained available for grant under the 2021 Stock Incentive Plan. As of March 31, 2025, 1,816,632 shares have been granted under the 2023 SIP

	June 30,		December 31,
(In number of shares)	2025		2024
Lind Warrant with exercise price from $10.80 to $22.50		240,388		240,388
Public warrant with exercise price of $106.25		35,880		35,880
Representative’s warrant with exercise price of $116.875		1,560		1,560
Placement agent warrant with exercise price of $41.25		4,125		4,125
ASE Warrant with exercise price of $22.50		100,000		100,000
Total		381,953		381,953
Warrants issued and outstanding		381,953		381,953

~~2021~~The Company ~~Stock~~issued ~~Incentive~~the ~~Plan~~Lind Warrants on September 28, 2023 in connection with the private placement of the Lind Note. The Company further issued 4,125 shares of warrants with an exercise price of $41.25 per share to the placement agent as the agent fee. Each warrant has a contractual term of 5 years and can be exercised for the purchase of one share of common stock of the Company. The carrying amount of the Lind Warrant is nil after allocating proceeds to the Lind Note measured at fair value. The fair value of the placement agent warrant is estimated as $21,479 using the Black-Scholes Model.

OnAs disclosed ~~September~~in ~~28,~~Note ~~2021~~1, the Company’s ~~board~~issued ~~of directors,~~public ~~and~~warrants ontogether ~~May~~with 16common stock in connection with its underwritten public offering effective August 8, 2022,. ~~its~~The ~~shareholders~~Company ~~approved~~further ~~the~~issued ~~2021~~private ~~Stock~~warrants ~~Incentive~~to ~~Plan~~Maxim ~~(the~~Group ~~“2021~~LLC, ~~SIP”).~~as ~~During~~representative of the ~~period~~underwriter pursuant ~~from~~to ~~January~~an 1,underwriting ~~2023~~agreement. upEach towarrant ~~the~~has ~~date~~a ~~that~~contractual ~~the~~term ~~prior~~of ~~plan~~5 ~~was~~years, ~~superseded~~expiring byon ~~the~~August ~~2023~~8, ~~SIP~~2027, noand ~~shares~~can ~~were~~be ~~granted~~exercised ~~under~~for the purchase ~~2021~~of ~~SIP~~one share of common stock of the Company.

~~2021~~The Company ~~Employee~~accounts ~~Stock~~for ~~Purchase~~warrants ~~Plan~~as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (the “ASC 480”), and ASC 815, Derivatives and Hedging (the “ASC 815”). The assessment considers whether the instruments are free standing financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent period end date while the instruments are outstanding. Management has concluded that the warrants issued in connection with the underwritten public offering and the private placement of Lind Note qualify for equity accounting treatment and are recorded as additional paid-in capital.

~~On September 28, 2021, the Company’s board of~~In ~~directors~~addition, ~~and on May 16, 2022, its shareholders approved~~ the ~~2021~~warrant ~~Employee~~issued ~~Stock~~by ~~Purchase Plan (~~the ~~“2021~~Company ~~ESPP”).~~to Ai2China ~~total of~~in ~~10,000~~2020 ~~shares~~in ofexchange ~~common~~for ~~stock~~consulting ~~have~~services ~~made~~is ~~available~~accounted for ~~issuance~~ under ~~the~~ASC ~~ESPP. During the period from January 1~~718, ~~2024 up to the date~~Compensation ~~that~~– ~~the~~Stock ~~prior~~Compensation ~~plan~~(see ~~was~~Note ~~superseded by the 2023 SIP, no shares were granted under the 2021 ESPP~~8).

~~Restricted~~As of ~~Stock~~June ~~Units~~30, ~~(“RSUs”)~~2025, none of the warrants have been exercised nor have they expired.

~~RSUs entitle the recipient to be paid out an equal number of common stock shares upon vesting~~7. ~~The fair value of RSUs is based on market price of the underlying stock on the date of grant.~~ ~~A summary of the Company’s RSUs activity and related information for the three months ended March 31, 2025 and for the three months ended March 31, 2024 were as follows:~~Revenue

~~Schedule~~Revenue is recognized upon shipment of ~~Restricted~~products ~~Stock~~based ~~Units~~ upon contractually stated pricing at standard payment terms within 30 to 60 days. The revenue generated by product sales is recognized at point in time.

	2025					2024
	Number of Shares			Weighted-Average Grant Date Fair Value Per Share		Number of Shares			Weighted-Average Grant Date Fair Value Per Share
Unvested balance at January 1		89,831		$	5.51		954,306		$	4.39
RSUs granted		-		$	-		-		$	-
RSUs vested		*(5,870	)	$	55.50		(133,964	)	$	5.74
RSUs forfeited		-		$	-		(5,950	)	$	3.46
Unvested balance at March 31		83,961		$	2.01		814,392		$	4.18

The Company generated revenue from sales of VELDONA Pet supplements in the Taiwan market through on-line platforms that were recognized after the expiration of right of return which was offered for a limited time. Revenue from sales through off-line distribution channels was recognized based on the amount of consideration that we expected to receive, reduced by estimates for return allowances, promotional discounts, and fees.

* There are 2 shares difference due to previous reverse stock split.15

~~Stock~~Nil and ~~Options~~$106,329 of contract liabilities were recorded for the cash received in advance from customers as of June 30, 2025 and ~~Warrants~~December 31, 2024, respectively.

~~During~~The Company recognized the ~~three~~revenue ~~months~~from ~~ended~~sales ~~March~~of ~~31,~~VOC ~~2025~~sensing ~~and~~products ~~2024, no~~related ~~shares~~to ~~were~~NISD ~~granted,~~co-development ~~forfeited,~~during ~~expired~~the orsix ~~exercised.~~months Asended ofJune ~~March 31~~30, 2025, ~~there~~and ~~were~~2024 ~~7,332~~that ~~shares~~was included in the ~~form~~contract ofliability ~~stock~~balance ~~options~~at ~~and 6,034 shares in~~ the ~~form~~beginning of ~~warrants~~each ~~outstanding,~~period ~~and~~were 7$110,~~332~~379 ~~shares of the options~~ and 6nil,~~034~~ ~~shares~~offset ofby ~~the~~exchange rate ~~warrants~~fluctuation, ~~are vested and exercisable~~respectively.

~~Share-Based Compensation Expense~~Return Allowances

~~Shared-based~~Return allowances, ~~compensation~~which ~~expense~~reduce ~~for~~revenue ~~the~~and ~~three~~cost ~~months ended~~of ~~March 31~~sales, ~~2025~~are ~~was~~estimated ~~$55,170~~using ~~compared~~historical toexperience. ~~the~~Liabilities ~~three~~for ~~months~~return ~~ended~~allowances ~~March~~are included ~~31,~~in ~~2024~~“Accrued ~~amount~~expenses ofand ~~$425,703~~others current liabilities”.

~~As of March 31, 2025, the total unrecognized compensation~~Variable ~~cost related to outstanding RSUs, stock options and warrants was $74,799, which the Company expects to recognize over a weighted-average period of 1.30 years.~~consideration

15We record revenue from customers in an amount that reflects the transaction price we expect to be entitled to after transferring control of those goods. From time to time, we offer product sales promotions such as discounts. Variable consideration is estimated at contract inception only to the extent that it is probable that a significant reversal of revenue will not occur.

98. Share-Based ~~Income Taxes~~Compensation

~~The Company did not record a federal, state, or foreign~~2023 ~~income~~Stock ~~tax~~Incentive provision or benefit for the three months ended March 31, 2025 and 2024 due to the expected loss before income taxes to be incurred for the years ended December 31, 2025 and 2024, as well as the Company’s continued maintenance of a full valuation allowance against its net deferred tax assets due to its historical deficit.Plan

10The Company effectuated an amendment to its 2021 Stock Incentive Plan, now restated as the Company 2023 Stock Incentive Plan (the “2023 SIP” or “Plan”) which includes, among other things, a change in the number of reserved shares under the Plan. ~~Net~~Under the ~~Loss~~2023 ~~per~~SIP, subject to a change in capital structure or a change in control, the aggregate number of shares which may be issued or ~~Common~~transferred pursuant to awards under the Plan will be equal to up to twenty percent (20%) of shares of outstanding common stock of the Company existing as of December 31st of the previous calendar year (the “Plan Share Reserve”). Upon the effectiveness of the 2023 SIP on June 14, 2023, the aggregate number of shares which may be issued pursuant to awards under the Plan is 174,215 shares of common stock, including shares that remained available for grant under the 2021 Stock Incentive Plan. On July 19, 2024, the Company filed Form S-8 to increase the aggregate number of shares may be issued to 189,286 shares of common stock including shares that remained available for grant under the 2021 Stock Incentive Plan. On April 4, 2025, the Company filed Form S-8 to increase the aggregate number of shares that may be issued to 617,095 shares of common stock. As of June 30, 2025, 903,326 shares have been granted under the 2023 SIP.

~~The following table~~2021 ~~sets~~Stock ~~forth~~Incentive ~~the computation of the basic and diluted net loss per share attributable to common stockholders:~~Plan

~~Schedule~~On September 28, 2021, the Company’s board of ~~Basic~~directors, and ~~Diluted~~on ~~Net~~May ~~Loss~~16, ~~Per~~2022, ~~Share~~ its shareholders approved the 2021 Stock Incentive Plan (the “2021 SIP”). During the period from January 1, 2023 up to the date that the prior plan was superseded by the 2023 SIP, no shares were granted under the 2021 SIP.

	Three Months Ended March 31,
	2025			2024
Net loss attributable to common stockholders, basic and diluted	$	(3,286,022	)	$	(3,314,810	)
Weighted-average number of shares used in computing net loss per share attributable to common stockholders, basic and diluted		15,863,060			5,771,283
Net loss per share attributable to common stockholders, basic and diluted	$	(0.21	)	$	(0.57	)

2021 Employee Stock Purchase Plan

~~The~~On September ~~following~~28, ~~potentially~~2021, ~~dilutive~~the ~~securities~~Company’s ~~have~~board of directors, and on May 16, 2022, its shareholders approved the 2021 Employee Stock Purchase ~~been~~Plan ~~excluded~~(the “2021 ESPP”). A total of 2,000 shares of common stock have made available for issuance under the ESPP. During the period from January 1, 2024 up to the ~~computations~~date ofthat ~~diluted~~the ~~weighted~~prior ~~average~~plan ~~shares~~was ~~outstanding~~superseded ~~because~~by ~~they~~the ~~would~~2023 beSIP, ~~anti-dilutive:~~no shares were granted under the 2021 ESPP.

~~Schedule of Computations of Diluted Weighted Average Shares Outstanding~~16

	2025		2024
	Three Months Ended March 31,
	2025		2024
Option and RSUs to purchase common stock		91,293		821,724
Warrants to purchase common stock		1,915,844		1,415,844
Convertible notes to purchase common stock		2,751,209		3,016,653
Total potential shares		4,758,346		5,254,221

Restricted Stock Units (“RSUs”)

11RSUs entitle the recipient to be paid out an equal number of common stock shares upon vesting. ~~Related~~The ~~Party~~fair value of RSUs is based on market price ~~Transactions~~of the underlying stock on the date of grant. A summary of the Company’s RSUs activity and related information for the three and six months ended June 30, 2025 and for the three and six months ended June 30, 2024 were as follows:

~~The~~Schedule ~~following is a summary~~ of ~~related~~Restricted ~~party~~Stock ~~transactions that met our disclosure threshold:~~Units

Working Capital Advances

	2025					2024
	Number of Shares			Weighted- Average Grant Date Fair Value Per Share		Number of Shares			Weighted- Average Grant Date Fair Value Per Share
Unvested balance at January 1		17,966		$	27.54		190,860		$	21.97
RSUs granted		-		$	-		-		$	-
RSUs vested		(1,174	)	$	277.48		(26,792	)	$	28.68
RSUs forfeited		-		$	-		(1,190	)	$	17.29
Unvested balance at March 31		16,792		$	10.06		162,878		$	20.90
RSUs granted		540,000		$	2.40		-		$	-
RSUs vested		(540,000	)	$	2.40		-		$	-
RSUs forfeited		-		$	-		(882	)	$	20.81
Unvested balance at June 30		16,792		$	10.06		161,996		$	20.90

~~The proceeds of the KY Note and ASE Note (see Note~~Stock 5)Options were used for working capital advances. The total interest expense incurred in related to the notes for the three months ended March 31, 2025 were $164,348 compared to $31,078, for the three months ended March 31, 2024. As of March 31, 2025 and ~~December 31, 2024, unpaid accrued interest expenses were $704,387 and $540,039, respectively.~~Warrants

~~The~~During the ~~company~~three ~~paid~~and ~~off~~six months ended June 30, 2025 and 2024, no shares were granted, forfeited, expired or exercised. As of June 30, 2025, there were 1,466 shares in the KYform ~~Note~~of ~~during~~stock options and 1,206 shares in the ~~years~~form of warrants outstanding, and 1,466 shares of the options ~~2023~~and 1,206 shares of the warrants are vested and ~~2024~~exercisable.

~~Purchase~~Share-Based Compensation ~~and Sales~~Expense

~~Ainos COVID~~Shared-19based compensation ~~Test~~expense ~~Kits~~for ~~Sales~~the three and ~~Marketing~~six months ended June 30, 2025 was $1,324,529 and $1,379,699 respectively, compared to the three ~~Agreement~~and ~~with~~six ~~Ainos~~months KYended June 30, 2024 amount of $422,374 and $848,077 respectively.

OnAs of June 1430, ~~2021~~2025, the ~~Company~~total ~~entered~~unrecognized ~~into~~compensation ancost ~~exclusive agreement~~related ~~with Ainos KY~~ to ~~serve~~outstanding as the master sales and marketing agent for the Ainos COVID-19 Antigen Rapid Test Kit and COVID-19 Nucleic Acid Test Kit which were developed and manufactured by Taiwan Carbon Nano Technology Corporation (the “TCNT”)RSUs, astock ~~controlling shareholder~~options ~~of Ainos KY (the “Sales~~ and ~~Marketing~~warrants ~~Agreement”).~~was ~~On June 7~~$48, ~~2021~~161, ~~the Taiwan Food and Drug Administration (the~~which ~~“TFDA”) approved emergency use authorization (~~the ~~“EUA”) to TCNT for the Ainos COVID-19 Antigen Rapid Test Kit sold and marketed under the “Ainos” brand in Taiwan. On June 21, 2022, the~~ Company ~~began~~expects ~~marketing~~to ~~the~~recognize ~~Ainos~~over ~~SARS-CoV-2 Antigen Rapid Self-Test (together with Ainos COVID-19 Antigen Rapid Test Kit, the “COVID-19 Antigen Rapid Test Kits”) under~~ a ~~separate EUA issued by the TFDA to TCNT on June 13, 2022, the company ceased the sale of the Ainos COVID~~weighted-19average ~~antigen~~period ~~rapid test kits in the first quarter~~ of ~~2024~~1.09 years.

~~Product~~9. Income ~~Co-development Agreement~~Taxes

~~Pursuant~~The Company todid anot ~~five-year~~record ~~Product~~a ~~Co-development~~federal, ~~Agreement effective on August 1~~state, ~~2021~~or ~~(the~~foreign ~~“Product~~income ~~Co-Development~~tax ~~Agreement”)~~provision ~~with~~or ~~TCNT,~~benefit ~~the development expenses incurred were $96,695~~ for the three months ended ~~March~~June 3130, 2025, ~~compared~~and 2024 due to ~~$90,594 for~~ the ~~three~~expected ~~months~~loss ~~ended~~before ~~March~~income ~~31,~~taxes ~~2024.~~to ~~The~~be ~~fee~~incurred for ~~non-exclusive use of patents were $149,566 and $ 284,599 for~~ the ~~three~~years ~~months~~ ended ~~March~~December 31, 2025 and 2024, ~~respectively.~~as ~~Advance~~well ~~payment~~as ~~$111,279~~the ~~and~~Company’s $continued ~~120,869~~maintenance as of ~~March~~a ~~31,~~full ~~2025~~valuation ~~and~~allowance ~~December~~against ~~31,~~its ~~2024,~~net ~~respectively~~deferred tax assets due to its historical deficit.

~~12. Commitments and Contingencies~~17

~~The Company operates in an industry characterized by extensive patent litigation~~10. ~~Competitors may claim that the Company’s products infringe upon their intellectual property. Resolution~~ ofNet ~~patent~~Loss ~~litigation~~per orCommon other intellectual property claims is typically time consuming and costly and can result in significant damage awards and injunctions that could prevent the manufacture and sale of the affected products or require the Company to make significant royalty payments in order to continue selling the affected products. As of March 31, 2025, there were no such commitments or contingencies.Share

~~13.~~The following ~~Subsequent~~table sets forth the computation of the basic and diluted net loss per share attributable ~~Events~~to common stockholders:

OnSchedule ~~April~~of ~~30,~~Basic ~~2025,~~and ~~the~~Diluted ~~Company~~Net ~~has~~Loss ~~repaid~~Per ~~Mr. Lee the convertible notes payable in the principal amount $1,000,000 (see Note 5) with accrued interest of $132,650, aggregate amount $1,132,650.~~Share

	Three Months Ended June 30,						Six Months Ended June 30,
	2025			2024			2025			2024
Net loss attributable to common stockholders, basic and diluted	$	(4,084,990	)	$	(3,195,022	)	$	(7,371,012	)	$	(6,509,832	)
Weighted-average number of shares used in computing net loss per share attributable to common stockholders, basic and diluted		4,122,131			1,303,802			3,649,994			1,229,029
Net loss per share attributable to common stockholders, basic and diluted	$	(0.99	)	$	(2.45	)	$	(2.02	)	$	(5.30	)

~~ITEM~~The following 2.potentially ~~Management’s~~dilutive ~~Discussion~~securities ~~and~~have ~~Analysis~~been excluded from the computations of ~~Financial~~diluted ~~Condition~~weighted ~~and~~average ~~Results~~shares ofoutstanding ~~Operations~~because they would be anti-dilutive:

~~The~~Schedule ~~unaudited condensed financial statements and this Management’s Discussion and Analysis~~ of ~~Financial~~Computations ~~Condition and Results~~ of ~~Operations~~Diluted ~~should~~Weighted beAverage ~~read~~Shares in conjunction with the financial statements and notes thereto for the year ended December 31, 2024 and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations, both of which are contained in our Form 10-K for the period ended December 31, 2024 (the “2024 Annual Report”). In addition to historical information, this discussion and analysis contains 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, or the Exchange Act. These forward-looking statements are subject to risks and uncertainties, including those set forth under “Part I. Item 1A. Risk Factors” in our 2024 Annual Report, “Part II. Item 1A. Risk Factors” in this Quarterly Report, and elsewhere in this Quarterly Report, that could cause actual results to differ materially from historical results or anticipated results.Outstanding

When used in this Quarterly Report, all references to “Ainos,” the “Company,” “we,” “our” and “us” refer Ainos, Inc.

	2025		2024		2025		2024
	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Option and RSUs to purchase common stock		18,258		163,462		18,258		163,462
Warrants to purchase to common stock		383,159		383,159		383,159		383,159
Convertible note to purchase common stock		525,236		844,647		525,236		844,647
Total potential shares		926,653		1,391,268		926,653		1,391,268

~~Overview~~11. Related Party Transactions

~~Ainos, Inc. (the “Company”), incorporated~~The infollowing ~~the State of Texas in 1984,~~ is ana ~~AI-driven~~summary ~~healthcare~~of ~~and~~related ~~technology~~party ~~company~~transactions pioneering scent digitization, AI-powered diagnostics, and novel therapeutics. We develop VELDONA, an oral low-dose interferon therapy targeting rare diseases, autoimmune diseases, infectious diseases, and animal health. We also develop an AI Nose technology that ~~aims~~met toour ~~digitize~~disclosure scent into Smell IDs, enabling robotics, smart manufacturing, and healthcare. We are advancing commercialization primarily through strategic partnerships. In robotics, we have established a strategic partnership with a Japanese robot developer.threshold:

~~We have historically involved in the research and~~Working ~~development~~Capital of therapeutics based on VELDONA. Building on our research and development on VELDONA since inception, we focus on commercializing a suite of VELDONA-based product candidates. Our priority pipeline includes drug candidates for treating oral warts for human immunodeficiency virus (HIV) seropositive patients, Sjögren’s syndrome, and feline chronic gingivostomatitis (FCGS), a cat oral infection.Advances

InThe proceeds ~~2021~~of the KY Note and ~~2022,~~ASE weNote ~~acquired~~(see ~~certain~~Note ~~intellectual properties~~5) ~~from~~were aused ~~controlling~~for ~~shareholder,~~working ~~Ainos~~capital ~~Inc~~advances., aThe ~~Cayman~~total ~~Island~~interest ~~corporation~~expense ~~(“Ainos~~incurred ~~KY”),~~in related to ~~expand~~the ~~product~~notes ~~portfolio into~~for AIthe ~~Nose~~three ~~technology~~ and ~~POCTs~~six ~~aimed~~months toended ~~provide~~June ~~connected~~30, ~~rapid~~2025 were $172,221 and ~~convenient~~$336,569 ~~testing~~respectively, ~~for~~compared ato ~~broad~~$101,777 ~~range~~and ~~of health conditions. Pivoted~~$132,855 ~~from the sales of COVID-19 POCT~~respectively, wefor ~~aim~~the tothree ~~commercialize~~and ~~POCTs~~six ~~that~~months ~~detect~~ended ~~volatile~~June ~~organic~~30, ~~compounds~~2024. ~~(the~~As ~~“VOC”)~~of ~~emitted by~~June ~~the body~~30, ~~powered~~2025 byand ~~our~~December AI31, ~~Nose technology platform. In~~ 2024, weunpaid ~~licensed~~accrued ~~certain~~interest ~~patents and patent applications from Taiwan Carbon~~expenses ~~Nano~~were ~~Technology Corporation (“TCNT”)~~$876,608 aand ~~controlling shareholder~~$540,039, ~~to further expand our intellectual properties on our VOC and POCT technologies~~respectively.

~~While our AI Nose technology was initially developed for healthcare applications,~~The wecompany ~~are~~paid ~~actively~~off expanding its use into other sectors, including robotics and industrial environments. In March 2025, we formed a strategic partnership with ugo, Inc., a leading Japanese service robot developer, to integrate AI Nose into ugo’s autonomous robotic platform. We believe this collaboration represents a significant milestone in our strategy to digitize scent and pioneer what we believe to be the ~~world’s~~ ~~first~~KY ~~smell-enabled~~Note ~~robots.~~during ~~We believe this integration has~~ the ~~potential~~years to2023 ~~unlock new functionality in industrial safety, healthcare, security~~ and ~~inspection~~2024.

~~Our~~Product Co-development ~~Pipeline~~Agreement

AnPursuant to ~~integral~~a ~~part~~five-year ofProduct ~~our~~Co-development ~~operating~~Agreement ~~strategy~~effective ison toAugust ~~create~~1, 2021 (the “Product Co-Development Agreement”) with ~~multiple~~TCNT, ~~revenue~~the ~~streams~~development ~~through~~expenses ~~sales~~incurred ofwere ~~commercially~~$76,977 ~~ready~~and ~~products~~$173,672 ~~out-licensing~~for orthe ~~forming~~three ~~strategic~~and ~~relationships~~six months ended June 30,2025, compared to ~~develop~~$101,244 and $191,838 for the three and ~~commercialize~~ ~~our~~six ~~products~~months ended June 30, 2024, respectively. AsThe fee for non-exclusive use of ~~March~~patents 31were $158,447 and $308,013 for the three and six months ended June 30, 2025, wecompared ~~have~~to ~~commercialized~~$285,263 and $569,862 for the ~~following~~three ~~products:~~and six months ended June 30, 2024, respectively. Advance payment $116,974 and $ 120,869 as of June 30, 2025 and December 31, 2024, respectively.

	●	COVID-19 Antigen Rapid Test Kit. As the first commercialized products we sell, we have marketed COVID-19 antigen rapid test kits in Taiwan under emergency use authorization (“EUA”) issued by the Taiwan Federal and Drug Administration (“TFDA”) to TCNT, the product manufacturer. We have pivoted away from this business and have ceased selling the product since the first quarter of 2024.
	●	VELDONA Pet. VELDONA Pet is formulated to address a variety of health issues in dogs and cats, including skin, gum, emotion, discomfort caused by allergies, eye, and weight-related issues. We currently sell VELDONA Pet in Taiwan.

12. Commitments and Contingencies

~~From~~The Company ~~time~~operates toin ~~time,~~an weindustry ~~assess~~characterized ~~our~~by ~~development~~extensive ~~plan~~patent litigation. Competitors may claim that the Company’s products ~~based~~infringe onupon ~~available~~their ~~resources~~intellectual property. Resolution of patent litigation or other intellectual property claims is typically time consuming and ~~market~~costly ~~dynamics.~~and ~~Our~~can ~~current~~result ~~pipeline~~in significant damage awards and injunctions that could prevent the manufacture and sale of the affected products, or ~~which~~require ~~are~~the ~~under~~Company ~~development,~~to ~~includes~~make significant royalty payments in order to continue selling the ~~following:~~affected products. As of June 30, 2025, there were no such commitments or contingencies.

● VELDONA human drugs. Our programs include oral warts for human immunodeficiency virus (HIV) seropositive patients, Sjögren’s syndrome common cold, influenza, and treatment for mild COVID-19 symptoms. Except for COVID-19, we have conducted Phase 2 studies for these programs. The United States Food and Drug Administration (the “U.S. FDA”) have granted orphan drug designation for our VELDONA formulation as a potential treatment for oral warts in HIV-seropositive patients.18

1713. Subsequent Events

● AI Nose – NISD co-development. We are co-developing a VOC sensing platform with Nisshinbo Micro Devices Inc. (“NISD”) and Taiwan Inabata Sangyo Co. (“Taiwan Inabata”). The co-development aims to target applications including telehealth, automotive, industrial, and environmental safety. ● AI Nose – industrial and robotics application. Our goal is to expand AI Nose applications into industrial applications. We are partnering with a Japanese service robot developer to integrate AI Nose into robots. We are also working with a semiconductor packaging and testing company to deploy AI Nose in semiconductor manufacturing setting. ● VOC POCT – Ainos Secures ~~Flora~~$2.1 ~~Ainos~~Million ~~Flora,~~Order ~~powered~~With by AI Nose, is intended to perform a non-invasive test for female vaginal health and certain common STIs within a few minutes. A companion app is also being developed that aims to enable users to conveniently manage test results. We believe Ainos Flora can provide connected, convenient, discreet, rapid testing in a point-of-care setting. We are conducting clinical study in Taiwan and exploring strategic opportunities to commercialize the product. ● VOC POCT – Ainos Pen. The device is intended to be a cloud-connected, multi-purpose, portable breath analyzer that is intended to monitor health conditions within minutes, powered by AI Nose. We expect consumers to be empowered to share test results with their physicians through in-person and telehealth medical consultations. ● VOC POCT – CHS430. The CHS430 device, powered by AI Nose, is intended to provide non-invasive testing for ventilator-associated pneumonia within few minutes, as compared to current standard of care invasive culture tests that typically take more than two days to provide results. ● Synthetic RNA (“SRNA”). We are in early-stage development of a SRNA technology platform with a long-term goal of developing next-generating precision treatments and rapid tests.ASE

~~An integral part of our operating strategy is to create~~On ~~multiple~~August ~~revenue~~6, ~~streams through commercializing our product portfolio~~2025, ~~forming~~the ~~strategic~~Company ~~partnerships~~announced ~~and~~it ~~leveraging~~has ~~our~~secured ~~intellectual property~~a ~~patents.~~three-year ~~Our near~~subscription-~~term~~based ~~development~~order ~~plans~~valued ~~encompass~~at ~~advancing~~$2.1 AImillion ~~Nose~~with ~~partnerships~~ASE ~~and~~Technology Holding ~~our lead POCT candidate~~Co., ~~Ainos Flora~~Ltd. ~~At the same time, we will advance clinical studies and actively pursue the out-licensing of VELDONA pipeline~~(“ASEH”).

AsUnder the ~~of March 31~~agreement, ~~2025,~~Ainos wewill ~~had~~deploy ~~available cash and cash equivalents of $2~~1,~~628,286.~~400 WeAI ~~anticipate~~Nose ~~business~~units ~~revenues~~across ~~and~~ASEH’s ~~further~~three ~~potential~~major ~~financial~~manufacturing ~~support~~sites ~~from~~in ~~external sources to fund our operations over the next twelve months~~Taiwan. WeThrough ~~have based~~ this ~~estimate~~rollout, Ainos onwill ~~assumptions~~launch ~~that~~its ~~may~~SmellTech-as-a-Service ~~prove~~model to beenhance ~~incorrect,~~ASEH’s ~~and~~smart wemanufacturing ~~could~~initiatives, ~~exhaust~~enabling ~~our~~AI-powered ~~available~~scent ~~capital~~intelligence ~~resources~~designed ~~sooner~~to ~~than~~improve weprocess ~~expect. See “Liquidity and Capital Resources” for additional information. To finance our continuing operations~~stability, wesupport ~~will~~predictive ~~need to raise additional capital~~maintenance, ~~which~~and ~~cannot~~increase beoperational ~~assured~~safety.

~~Results of Operations for Quarter Ended March 31,~~Additional ~~2025~~ATM ~~(“Q1 2025”) and March 31, 2024 (“Q1 2024”):~~offering

	Three months ended March 31,						Change
	2025			2024			Amount			%
Revenues	$	106,207		$	20,729		$	85,478			412	%
Cost of revenues		(18,233	)		(26,754	)		8,521			(32	)%
Gross profit (loss)		87,974			(6,025	)		93,999			(1,560	)%
Operating expenses:
Research and development expenses		1,724,084			2,084,648			(360,564	)		(17	)%
Selling, general and administrative expenses		1,526,761			1,029,418			497,343			48	%
Total operating expenses		3,250,845			3,114,066			136,779			4	%
Loss from operations		(3,162,871	)		(3,120,091	)		(42,780	)		1	%
Non-operating (expenses) income, net:
Interest expense		(180,445	)		(48,696	)		(131,749	)		271	%
Issuance cost of senior secured convertible note measured at fair value		-			(138,992	)		138,992			(100	)%
Fair value change for senior secured convertible note		-			(31,568	)		31,568			(100	)%
Other income, net		57,294			24,537			32,757			134	%
Total non-operating expenses, net		(123,151	)		(194,719	)		71,568			(37	)%
Net loss before income taxes		(3,286,022	)		(3,314,810	)		28,788			(1	)%
Provision for income taxes		-			-			-
Net loss	$	(3,286,022	)	$	(3,314,810	)	$	28,788			(1	)%

During the period from July 1, 2025 to August 13, 2025, the Company sold 389,871 shares of common stock under At The Market Offering Agreement, resulting in net proceeds of approximately $1,049,898.

18Nasdaq Deficiency Notice

~~Revenues~~As previously reported, ~~Cost~~on July 15, 2024, the Company received a deficiency letter from the Nasdaq notifying the Company that, for the last 30 consecutive business days, the closing bid price for the Company’s common stock has been below the minimum $1.00 per share required for continued listing on The Nasdaq Capital Market pursuant to the Rule and ~~Gross~~the ~~Loss~~Company had been given 180 calendar days, or until January 13, 2025, to regain compliance with the Rule. Pursuant to the Written Notification, the Company had until July 14, 2025 to meet the minimum bid price requirement.

~~The~~On July ~~Company~~15, ~~reported $106~~2025,~~207~~ ~~and~~the ~~$20,729~~Company inreceived ~~revenue in~~notice Q1from ~~2025~~Nasdaq ~~and~~confirming Q1that ~~2024,~~Ainos’ ~~respectively,~~common ~~from~~stock ~~product~~maintained ~~sales~~a closing bid price of ~~VELDONA~~$1.00 or ~~pet~~higher ~~supplements~~for inten ~~Taiwan~~consecutive ~~and~~business ~~VOC~~days, ~~sensing~~from ~~products~~June ~~related~~30, 2025 to ~~NISD co-development~~July 14, 2025. ~~The~~According ~~increase~~to inthe ~~revenue~~notice, ~~was~~the ~~due~~Company tohas ~~realization~~regained ofcompliance with ~~$105,942~~the inminimum ~~revenues~~bid ~~from~~price ~~sales~~requirement ofunder ~~VOC~~Nasdaq ~~sensing~~Listing ~~products~~Rule ~~related~~5550(a)(2), toand ~~NISD co-development~~this matter is now officially closed.

~~The cost of revenue related to product sales in Q1~~ITEM ~~2025 was $18,233 compared to $26,754 in Q1 2024~~2. ~~The~~Management’s ~~decrease~~Discussion inand ~~cost~~Analysis of ~~revenue~~Financial ~~was~~Condition ~~due~~and toResults ~~the difference~~of ~~product compositions.~~Operations

The unaudited ~~share-based~~condensed ~~compensation~~financial ~~expense~~statements and ~~the~~this ~~depreciation~~Management’s Discussion and Analysis of Financial Condition and Results of Operations ~~expense~~should ~~for~~be ~~manufacturing~~read in Q1conjunction ~~2025~~with the financial statements and Q1notes thereto for the year ended December 31, 2024 ~~were~~and ~~nil~~the related Management’s Discussion and $4Analysis of Financial Condition and Results of Operations,~~516~~ both of which are contained in our Form 10-K for the period ended December 31, ~~respectively~~2024 (the “2024 Annual Report”). ~~When~~In ~~excluding~~addition ~~these~~to ~~non~~historical information, this discussion and analysis contains forward-~~cash~~looking ~~cost~~statements within the meaning of Section 27A of the Securities Act of 1933, ~~cost~~as amended, and Section 21E of ~~revenue~~the Securities ~~decreased~~Exchange toAct ~~$18~~of 1934,~~233~~ inas Q1amended, ~~2025~~or ~~compared~~the Exchange Act. These forward-looking statements are subject to ~~$22~~risks and uncertainties,~~238~~ including those set forth under “Part I. Item 1A. Risk Factors” in Q1our 2024 Annual Report, “Part II. Item 1A. Risk Factors” in this Quarterly Report, and elsewhere in this Quarterly Report, that could cause actual results to differ materially from historical results or anticipated results.

~~Gross~~When used ~~profit from product sales~~ in Q1this ~~2025 was~~Quarterly ~~$87~~Report,~~974~~ asall ~~compared~~references to $6“Ainos,~~025~~” ~~gross~~the ~~loss~~“Company,” ~~from~~“we,” ~~product~~“our” and ~~sales~~“us” inrefer Q1Ainos, ~~2024~~Inc. ~~The increase in gross profit was due to difference product compositions.~~

~~When excluding these non-cash costs, gross profit were $87,974 in Q1 2025 compared to $1,509 gross loss in Q1 2024.~~Overview

~~Research~~Ainos, Inc. (the “Company”), incorporated in the State of Texas in 1984, is an artificial intelligence (“AI”) and ~~Development~~healthcare company focused on the commercialization of proprietary scent digitization technology, AI-powered sensing solutions, point-of-care testing (~~R&D~~“POCT”), ~~Expenses~~and low-dose oral interferon therapeutics. We are advancing these technologies primarily through strategic partnerships.

~~R&D~~Our core ~~expenses~~scent indigitization Q1technology ~~2025~~platform, ~~and~~AI Q1Nose, ~~2024~~is ~~were~~an ~~$1,724,084 and~~AI-based ~~$2,084,648,~~electronic ~~respectively.~~nose ~~The~~system ~~decrease~~that ofintegrates ~~$360,564~~gas sensors with a proprietary smell language model (~~17%~~“SLM”) ~~was~~algorithm, ~~due~~aiming to ~~decreased~~enabling ~~expenses~~trainable ~~associated~~and ~~with~~sensitive ~~clinical~~digital ~~trial~~olfaction. ~~fees,~~We ~~co-research for~~are ~~technology~~developing ~~and~~this platform ~~product~~to ~~and~~digitize ~~staffing~~scent ~~expenditures~~data, (including ~~share-based~~volatile ~~compensation~~organic compound (“VOC”)., Weinto ~~expect~~Smell ~~that~~ID, ~~our~~a ~~R&D~~machine-readable ~~expenses~~format ~~related~~designed to ~~clinical~~enable ~~trials~~intelligent ~~will~~scent-based ~~continue~~sensing toacross ~~grow~~industries asincluding werobotics, ~~further~~smart ~~develop~~manufacturing, and healthcare. We are positioning AI Nose, ~~VOC~~to ~~POCT~~ultimately ~~and~~become ~~VELDONA~~AI’s ~~drug candidates~~nose.

~~The~~In parallel, ~~share-based~~we ~~compensation~~continue ~~expense~~to ~~and~~develop ~~the~~therapeutic ~~depreciation and~~candidates ~~amortization~~based ~~expense~~on inVELDONA, Q1our ~~2025~~low-dose ~~and~~oral Q1interferon ~~2024~~platform, ~~were~~targeting $1rare,~~192,870~~ autoimmune, and ~~$1,284,343,~~infectious ~~respectively~~diseases. ~~When~~Our ~~excluding~~lead ~~these~~programs ~~non~~include candidates for the treatment of oral warts in HIV-~~cash~~positive ~~expenses~~patients, Sjögren’s ~~R&D~~syndrome, ~~expenses~~and ~~decreased~~feline tochronic ~~$531,214~~gingivostomatitis in(“FCGS”). Q1We ~~2025~~have ~~from~~researched ~~$800,305~~and indeveloped Q1VELDONA ~~2024~~since our inception.

~~Selling, General and Administrative (SG&A) Expenses~~19

~~SG&A~~Between 2021 ~~expenses~~and ~~were~~2024, $1we expanded our intellectual property portfolio through transactions with our controlling shareholders,~~526,761~~ ~~and~~including $1Ainos,~~029~~ Inc.,~~418~~ ~~in Q1~~a ~~2025~~Cayman ~~and~~Islands Q1company ~~2024,~~(“Ainos ~~respectively~~KY”), ~~reflecting~~and anTaiwan ~~increase~~Carbon ofNano ~~$497,343~~Technology Corporation (~~48%~~“TCNT”). ~~due~~These totransactions included aacquisitions ~~significant~~and ~~increase~~license inagreements ~~share-based~~primarily ~~compensation offset~~involving bypatents aand ~~decrease~~patent inapplications ~~professional~~related ~~expenses~~to our AI Nose platform, and POCT technologies.

~~The share-based compensation expense and the depreciation~~While ~~and~~our ~~amortization~~AI ~~expense~~Nose intechnology Q1was ~~2025~~initially ~~and~~developed Q1for ~~2024~~healthcare ~~were $901~~applications,~~800~~ ~~and~~we ~~$337,953~~are ~~respectively.~~actively ~~When~~expanding ~~excluding~~its ~~these~~use ~~non-cash~~into ~~expenses~~other sectors, ~~SG&A~~including ~~expenses~~robotics ~~decreased~~and toindustrial ~~$624,961~~environments inby Q1forming ~~2025~~strategic ~~compared to $691,465 in Q1 2024~~relationships.

~~Operating Loss~~Our Pipeline

~~The Company’s operating loss was $3,162,871~~We ~~and~~structure ~~$3,120,091~~our indevelopment Q1pipeline ~~2025~~around ~~and~~three Q1core ~~2024,~~platforms—AI ~~respectively~~Nose, ~~reflecting a $42~~POCT,~~780~~ ~~(1%)~~and ~~increase~~VELDONA—each indesigned ~~operating~~to ~~loss~~generate ~~between the reporting periods.~~revenue Wethrough ~~continued~~commercialization, topartnerships, ~~invest resources to execute our growth strategy~~ and/or ~~product roadmap to improve our profitability~~licensing.

~~Interest~~Our products ~~Expense~~are at different stages of development. For AI Nose, we expect to enter commercial pilot phase across industrial, robotics, and ~~Issuance~~long-term ~~Cost~~care environments over the second half of ~~Convertible~~2025. For VELDONA, our oral interferon platform, we plan to enter Taiwan clinical ~~Note~~trials for two lead indications, HIV-related oral warts and Sjögren’s syndrome. The HIV oral wart program has received Orphan Drug Designation from the U.S. FDA. Our POCT portfolio includes clinical-stage tools such as Ainos Flora, while legacy products, including our COVID-19 test kits, have been discontinued.

~~In Q1 2025, interest expense was $180,445 compared to $48,696 in Q1 2024~~1. ~~The increase in interest expense was due to accrued interest for convertible notes issued in May 2024 has a higher~~ ~~principal~~AI ~~amount~~Nose ~~compared~~– toDigital ~~the~~Olfaction ~~same period in 2024.~~Platform

19AI Nose is our proprietary digital olfaction platform. We develop integrated hardware solutions with third-party gas sensors and our AI algorithm which we refer to as the smell language model (SLM). It aims to digitize scent and volatile organic compound (VOC) profiles into structured data (“Smell ID”) for analysis and classification.

~~Net~~While we ~~Loss~~initially applied AI Nose in healthcare through point-of-care testing (POCT) devices, we are actively expanding its use into industrial and robotics settings. Through July 2025, we have formed several strategic partnerships to deploy AI Nose across a range of environments.

~~Net~~We are ~~loss~~working ~~was~~with $3ugo,~~286~~ Inc.,~~022~~ ina Q1Japanese ~~2025~~robotics ~~compared~~company, to $3integrate AI Nose into autonomous robots for environmental monitoring,~~314,810~~ insafety, Q1and ~~2024,~~healthcare ~~resulting~~support. inWith ASE Technology Holding Co., Ltd., a ~~$28~~Taiwan-based global semiconductor packaging and testing company,~~788~~ we ~~(1%)~~are ~~decrease~~evaluating inAI ~~net~~Nose ~~loss~~deployment ~~attributable~~across key manufacturing sites to ~~our~~enable ~~shareholders~~real-time ofanomaly ~~common~~detection ~~stock~~and process monitoring. ~~The~~We are ~~net~~also ~~loss~~collaborating ~~was~~with ~~due~~Kenmec ~~to an~~Mechanical ~~expanding~~Engineering ~~operating~~Co., ~~expense~~Ltd., Wea ~~continued~~Taiwan-based toprovider ~~invest~~of ~~resources~~automation and smart logistics solutions, to ~~execute~~integrate ~~our~~AI ~~growth~~Nose ~~strategy~~into smart factory ecosystems, including robotics, HVAC systems, public infrastructure, airports, logistics, and healthcare ~~product~~applications. ~~roadmap~~Kenmec’s tosubsidiary ~~improve~~will ~~our~~manufacture ~~profitability~~AI Nose devices under this partnership.

~~Liquidity~~In addition, we are partnering with Solomon Technology Corporation (“Solomon”), a Taiwan-based company specializing in machine vision, industrial AI, and ~~Capital~~smart ~~Resources~~automation. Solomon is marketing AI Nose on a non-exclusive basis to customers in semiconductors, petrochemicals, autonomous mobile robots (AMRs), defense, and healthcare. Together, we are exploring ways to combine AI Nose with Solomon’s machine vision and inspection technologies.

AsIn parallel, ofwe ~~March~~are ~~31,~~co-developing ~~2025~~a VOC sensing platform with Nisshinbo Micro Devices Inc. (NISD) and ~~December~~Taiwan ~~31,~~Inabata ~~2024,~~Sangyo ~~the~~Co. ~~Company~~to ~~had~~build ~~available~~compact, ~~cash~~high-performance ofsensors $2for telehealth,~~628~~ automotive,~~286~~ ~~and~~industrial $3safety,~~892,919,~~ ~~respectively~~and environmental monitoring. Our current efforts currently focus on semiconductor and long-term care applications.

~~The following table summarizes our cash flow during the three months period ended March 31, 2025 and 2024:~~20

	Three months ended March 31,
	2025			2024
Net cash used in operating activities		(1,224,578	)		(1,494,747	)
Net cash used in investing activities		(20,587	)		(111,280	)
Net cash provided by financing activities		14,605			777,500

2. Point-of-Care Testing (POCT)

~~Operating~~Our POCT ~~activities~~products aim to provide simple, effective, and telehealth-friendly tests that deliver results within minutes. Our detection platforms include VOC sensing powered by AI Nose, lateral flow immunochromatographic assays, and nucleic acid technologies. We are currently prioritizing development based on VOC sensing, including the following:

~~Cash~~● ~~used~~Long-term inCare ~~operating~~Monitoring: ~~activities~~We ~~decreased~~are byapplying ~~$270~~AI Nose to provide telehealth-friendly,~~169 during~~ ~~the~~non-invasive ~~first~~monitoring ~~quarter~~of long-term care patients, including detection of ~~2025~~bowel ~~compared~~movements through scent analysis. Pilot deployments are planned in Japan and Taiwan. ● Ainos Flora: A non-invasive VOC-based test designed to ~~the~~assess ~~first~~female ~~quarter~~vaginal ofhealth ~~2024~~and detect certain sexually transmitted infections (STIs). ~~Our~~A ~~net~~companion ~~loss~~mobile ~~for~~app ~~the~~is ~~first~~in ~~quarter~~development. ofClinical ~~2025~~studies ~~decreased~~are byongoing ~~$28~~in Taiwan,~~788 primarily~~ ~~due~~and we are exploring commercialization through strategic partners. ● Ainos Pen: A portable, cloud-connected breath analyzer for general wellness and health monitoring. It is designed to ~~increase~~support ofrapid ~~sales~~health ~~revenue~~assessments and telehealth consultations. ~~The~~● ~~operating~~CHS430 ~~cash~~Device: ~~outflow~~A asVOC-based adiagnostic ~~result~~system ofunder ~~changes~~development to detect ventilator-associated pneumonia (VAP) non-invasively, with results expected in ~~operating~~minutes. ~~assets~~● COVID-19 Antigen Rapid Test Kit: We previously marketed COVID-19 antigen test kits in Taiwan under emergency use authorization issued by the Taiwan Food and ~~liabilities~~Drug ~~was mainly~~Administration ~~attributable~~(TFDA) to: TCNT, the product manufacturer. We ceased selling this product in the first quarter of 2024.

●3. VELDONA ~~Non-cash~~– ~~expenses including share~~Low-~~based~~Dose ~~compensation,~~Oral ~~depreciation~~Interferon and amortization, loss on inventory write-downs, issuance cost of secured convertible note, and change in fair value of senior secured convertible note increased approximately by $297,300; ● Working capital injected into accounts receivable, inventories and other current assets decreased by approximately $86,900; and ● Working capital injected into accrued expenses, operating lease liabilities, contract liabilities and other current and long-term liabilities increased by approximately $31,000.Therapeutics

~~Investing~~VELDONA is ~~activities~~our proprietary low-dose oral interferon platform targeting rare, autoimmune, and infectious diseases across both human and animal health.

~~Cash~~Our human ~~used~~pipeline includes oral drug candidates for ~~investing~~the ~~activities~~treatment ~~were~~of ~~$20,587~~oral ~~and~~warts in human immunodeficiency virus (HIV) seropositive patients, ~~$111~~Sjögren’s syndrome,~~280~~ ~~during~~common ~~the~~cold, ~~first~~influenza, ~~quarter~~and ofmild ~~2025~~COVID-19 ~~and~~symptoms. ~~the~~We ~~first~~have ~~quarter~~conducted ofPhase ~~2024,~~2 ~~respectively~~studies for all programs except for COVID-19. The ~~decrease~~U.S. ~~was~~Food ~~due~~and toDrug ~~decrease~~Administration in(FDA) ~~refundable~~has granted Orphan Drug Designation for our VELDONA formulation as a ~~deposits~~potential ~~and~~treatment ~~other~~for ~~noncurrent~~oral ~~assets~~warts ~~offset~~in byHIV-seropositive ~~increase~~patients. Our near-term focus is on two lead indications, with clinical studies underway in ~~purchase~~Taiwan: oforal ~~property~~warts in human immunodeficiency virus (HIV) seropositive patients and ~~equipment~~Sjögren’s syndrome.

~~Financing~~In veterinary ~~activities~~health, we are conducting clinical studies in Taiwan for feline chronic gingivostomatitis (FCGS), a chronic oral inflammatory condition. We believe interim results from these trials have shown symptom improvement and reduced reliance on steroid use. In addition, in Taiwan, we market VELDONA Pet, a supplement formulated to support canine and feline health, including gums, skin, eyes, and allergy-related conditions.

~~Cash provided by financing activities were $14,605~~Commercialization and ~~$777,500~~Development ~~during the first quarter of 2025 and the first quarter of 2024, respectively. The $762,895 decrease was primarily reflected by the following:~~Priorities

●Our top ~~Proceeds~~near-term ~~from~~priority ~~convertible~~is ~~notes~~scaling ~~and~~the ~~other~~AI ~~notes~~Nose ~~payable~~platform ~~financing~~in ~~decreased~~industrial, byrobotics, ~~$875~~and long-term care settings,~~000;~~ through our partnerships and ●supported ~~Proceeds~~by ~~from~~a atsubscription-based ~~the~~model ~~market~~that ~~offering,~~aims ~~net~~to ofoffer ~~issuance~~AI-driven ~~costs~~scent ~~increased~~analytics byand ~~$14~~hardware services. This Smelltech-as-a-Service (SaaS) approach is designed to generate recurring revenue,~~605;~~ ~~and~~while ●we ~~Payments~~continue oftargeted, ~~issuance~~capital-efficient clinical ~~cost~~validation of ~~senior~~Ainos ~~secured~~Flora ~~convertible~~in ~~note~~Taiwan ~~measured~~and atexplore ~~fair~~potential ~~value~~partnerships ~~increased~~or bylicensing ~~$97,500~~opportunities.

In ~~the near-term~~ parallel, we ~~expect~~are anadvancing ~~increase in~~select ~~the~~VELDONA ~~pace~~programs ofthrough cost-effective clinical ~~trial~~studies ~~spending~~in toTaiwan, ~~advance~~balancing ~~our~~development ~~VOC~~progress with ~~POCT~~capital ~~and~~discipline ~~VELDONA drug candidates~~ and ~~expect~~exploring topotential ~~invest~~licensing ~~more~~or inpartnership ~~R&D activities~~opportunities. ~~We may also increase our sales and marketing efforts.~~

~~The Company anticipates that cash reserves,~~We ~~business~~may ~~revenues,~~reprioritize ~~and~~programs ~~potential~~based ~~debt~~on ~~financing~~funding through convertible and non-convertible notes will fund the Company’s operations over the next twelve months. There can be no assurance that we will be successful in our efforts to make the Company profitable. If those efforts are not successfulavailability, ~~the~~regulatory ~~Company may raise additional capital through the issuance of equity securities~~progress, ~~debt financings~~ or ~~other sources~~market ~~to further implement its business plan~~conditions. ~~However, if such financing is not available when needed and at adequate levels, the Company will need to reevaluate its operating plan.~~

20As of June 30, 2025, we had available cash and cash equivalents of $1,223,184. We anticipate business revenues and external financing options, if necessary, to fund our operations over the next twelve months. We have based this estimate on assumptions that may prove to be incorrect, and we could exhaust our available capital resources sooner than we expect. See “Liquidity and Capital Resources” for additional information. To finance our continuing operations, we will need to raise additional capital, which cannot be assured.

~~Critical Accounting Policies and Significant Management Estimates~~21

~~Our management’s discussion and analysis of~~Recent our financial condition and results of operations are based on our unaudited condensed financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States, or U.S. GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses.Development

~~We evaluate our estimates and judgments, including~~Effective ~~those~~June ~~related to inventory valuation~~30, ~~useful lives of property and equipment~~2025, ~~valuation~~at of5:01 ~~stock option~~a.m., ~~warrants~~Central ~~and~~time ~~convertible~~(the ~~note, and~~“Effective ~~impairment testing of intangible assets~~Time”), onthe anCompany ~~ongoing~~filed ~~basis.~~a Wecertificate ~~base~~of ~~our~~amendment ~~estimates~~(the ~~on historical experience and on various other~~“Certificate ~~factors~~of ~~that~~Amendment”) weto ~~believe~~amend ~~are~~its ~~reasonable~~Restated ~~under~~Certificate ~~the~~of ~~circumstances~~Formation, ~~the~~as ~~results~~amended, ofwith ~~which form~~ the ~~basis~~Secretary ~~for~~of ~~making judgments about~~ the ~~carrying value~~State of ~~assets~~Texas, ~~and~~to ~~liabilities~~effect a ~~that~~reverse ~~are~~stock ~~not~~split ~~readily~~of ~~apparent~~the ~~from~~Company’s ~~other~~common ~~sources.~~stock ~~Actual~~at ~~results~~a ~~may~~ratio ~~differ~~of ~~from~~1-for-5 ~~these~~(the ~~estimates~~“Reverse ~~under different~~Stock ~~assumptions or conditions~~Split”).

~~There~~The terms ~~have~~of ~~been~~the noReverse ~~material~~Stock ~~changes~~Split toare ~~our~~such ~~critical~~that every five shares of the Company’s issued and outstanding common stock were automatically ~~accounting~~combined ~~policies~~into one issued and ~~estimates~~outstanding asshare ~~compared~~of tocommon stock, without any change in par value per share. Holders of fractional shares were paid out in cash for the ~~critical~~fractional ~~accounting~~portion. ~~policies~~No ~~and~~fractional ~~estimates~~shares ~~disclosed~~were issued in ~~“Management’s~~connection with the Reverse Stock Split. Stockholders ~~Discussion~~who ~~and~~would ~~Analysis~~otherwise -be ~~Critical~~entitled ~~Accounting~~to ~~Policies~~a ~~and~~fraction ~~Significant~~of ~~Management~~one ~~Estimates”~~share as a result of ~~our~~the ~~2024~~Reverse ~~Annual~~Stock ~~Report,~~Split ~~except~~instead ~~for~~received an amount in cash ~~those~~equal ~~accounting~~to ~~subjects~~such ~~discussed~~fraction inof a share multiplied by the ~~Notes,~~closing ifsale ~~any~~price of common stock on Nasdaq on June 27, to2025, as adjusted for the Reverse ~~unaudited~~Stock ~~condensed~~Split. ~~financial~~The ~~statements~~number ~~included~~of inoutstanding ~~this~~options ~~Quarterly~~and ~~Report~~warrants was adjusted accordingly. The Reverse Stock Split does not otherwise onmodify ~~Form~~any ~~10-Q~~rights or preferences of the Company’s common stock.

~~ITEM~~Effective at 3.market ~~Quantitative~~open ~~and~~on ~~Qualitative~~June ~~Disclosures~~30, ~~About~~2025, ~~Market~~the ~~Risk~~Company’s common stock began trading on a split-adjusted basis on Nasdaq.

~~We are a smaller reporting company as defined in Rule~~Results ~~12b-2~~ of ~~the~~Operations ~~Exchange~~for ~~Act~~Quarter ~~and~~Ended ~~are~~June ~~not~~30, ~~required~~2025 to(“Q2 ~~provide~~2025”) ~~the~~and ~~information~~June ~~otherwise~~30, ~~required~~2024 ~~under~~(“Q2 ~~this Item 3.~~2024”):

ITEM 4. Controls and Procedures

	Three months ended June 30,						Change
	2025			2024			Amount			%

Revenues	$	4,663		$	-		$	4,663			-	%
Cost of revenues		(937	)		(25,373	)		24,436			(96	)%
Gross profit (loss)		3,726			(25,373	)		29,099			(115	)%
Operating expenses:
Research and development expenses		1,911,800			1,978,756			(66,956	)		(3	)%
Selling, general and administrative expenses		1,837,613			1,044,880			792,733			76	%
Total operating expenses		3,749,413			3,023,636			725,777			24	%
Loss from operations		(3,745,687	)		(3,049,009	)		(696,678	)		23	%

Non-operating (expenses) income, net:
Interest expense		(177,957	)		(118,759	)		(59,198	)		50	%
Fair value change for senior secured convertible note		-			(66,844	)		66,844			(100	)%
Other (expenses) income, net		(161,346	)		39,590			(200,936	)		(508	)%
Total non-operating expenses, net		(339,303	)		(146,013	)		(193,290	)		132	%

Net loss before income taxes		(4,084,990	)		(3,195,022	)		(889,968	)		28	%
Provision for income taxes		-			-			-
Net loss	$	(4,084,990	)	$	(3,195,022	)	$	(889,968	)		28	%

~~Evaluation~~Revenues, Cost ~~of Disclosure Controls~~ and ~~Procedures~~Gross Loss

~~Our management, with the participation of our Chief~~The ~~Executive~~Company ~~Officer~~reported ~~and our Chief Financial Officer~~$4,663 ~~have evaluated our disclosure controls~~ and ~~procedures~~nil ~~(as~~in ~~defined~~revenue in ~~Rules~~Q2 ~~13a-15(e)~~ 2025 and ~~15d-15(e)~~Q2 ~~under~~2024, ~~the~~respectively, ~~Exchange~~from ~~Act.~~product ~~Based~~sales ~~on the evaluation~~ of ~~our~~VELDONA ~~disclosure~~pet ~~controls~~supplements ~~and~~in ~~procedures, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of March 31, 2025~~Taiwan.

~~Changes~~The cost of revenue related to product sales in ~~Internal~~Q2 ~~Control~~2025 ~~over~~was ~~Financial~~$937 ~~Reporting~~compared to $25,373 in Q2 2024. The decrease in cost of revenue was due to lower sales volume for VELDONA pet supplements during the reporting period, as the Company shifts operational focus to AI Nose platform.

There were no changes in our internal controls over financial reporting during the period covered by this Quarterly Report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.22

~~PART~~The share-based IIcompensation expense and the depreciation expense for manufacturing in Q2 2025 and Q2 2024 were nil and $4,516, respectively. When excluding these non-cash ~~OTHER~~cost, ~~INFORMATION~~cost of revenue decreased to $937 in Q2 2025 compared to $20,857 in Q2 2024.

~~ITEM~~Gross profit 1from product sales in Q2 2025 was $3,726 as compared to $25,373 gross loss from product sales in Q2 2024. ~~Legal~~The ~~Proceedings~~increase in gross profit was due to increase the sale volume.

~~From~~When excluding ~~time~~these tonon-cash ~~time~~costs, wegross ~~may~~profit ~~become~~were ~~involved~~$3,726 in ~~various lawsuits~~Q2 ~~and~~2025 ~~legal~~compared ~~proceedings which arise in the ordinary course of business. Litigation is subject~~ to ~~inherent uncertainties~~$20,857 ~~and~~gross ~~an adverse~~loss ~~result~~ in ~~these~~Q2 ~~or other matters may arise from time to time that may harm our business~~2024. ~~As of the date of this report, we were not aware of any material legal proceedings involving the Company.~~

~~ITEM~~Research and ~~1A.~~Development ~~Risk~~(R&D) ~~Factors~~Expenses

~~This~~R&D expenses ~~Quarterly~~in ~~Report~~Q2 ~~contains~~2025 ~~forward-looking statements~~and ~~that~~Q2 ~~involve~~2024 ~~risks~~were $1,911,800 and ~~uncertainties~~$1,978,756, respectively. ~~Our~~The ~~actual~~decrease ~~results~~of ~~could~~$66,956 ~~differ~~(3%) ~~materially~~was ~~from~~due ~~those~~to ~~discussed~~reduced inexpenses associated ~~this~~with ~~Quarterly~~co-research ~~Report. Factors~~for ~~that~~technology ~~could~~and ~~cause~~product orand ~~contribute~~staffing toexpenditures ~~these~~(including ~~differences~~share-based ~~include~~compensation), ~~but~~partially ~~are~~offset by ~~not~~increased ~~limited~~clinical trial fees. We expect that our R&D expenses related to, ~~those~~clinical ~~discussed~~trials ~~below~~will ~~and~~continue ~~elsewhere~~to ingrow ~~this~~as we further ~~Quarterly~~develop ~~Report~~AI Nose, VOC POCT and VELDONA drug candidates.

~~You~~The share-based ~~should~~compensation ~~carefully~~expense ~~consider~~and the ~~risk~~depreciation ~~factors disclosed in our 2024 Annual Report, together with all other information in this Quarterly Report, including our unaudited condensed financial statements~~ and ~~notes~~amortization ~~thereto,~~expense ~~and~~ in ~~our~~Q2 ~~other~~2025 ~~filings with the Securities~~ and ~~Exchange~~Q2 ~~Commission.~~2024 Ifwere ~~any such risks~~$1, ~~including the risk set out below~~209,343 orand ~~other risks not presently known to us or that we currently believe to not be significant~~$1, ~~develop into actual events~~276,777, ~~then~~respectively. ~~our~~When ~~business,~~excluding ~~financial~~these ~~condition~~non-cash expenses, ~~results~~R&D ofexpenses ~~operations~~increased orto ~~prospects could be materially adversely affected. If that happens~~$702,457 ~~the market~~in ~~price~~Q2 of2025 ~~our~~from ~~common stock could decline~~$701,979 ~~and~~in ~~stockholders~~Q2 ~~may lose all or part of their investment~~2024.

21Selling, General and Administrative (SG&A) Expenses

~~Information~~SG&A expenses onwere ~~risk~~$1,837,613 ~~factors~~and ~~can~~$1,044,880 ~~be found~~ in ~~Part~~Q2 ~~I, Item~~2025 1Aand ~~(Risk~~Q2 ~~Factors) of our~~ 2024, ~~Annual~~respectively, ~~Report.~~reflecting ~~Other~~an ~~than~~increase ~~the~~of ~~following risk factor~~$792,733 ~~there~~(76%) ~~have~~due ~~been~~to noa ~~material changes from the risk~~significant ~~factors~~increase ~~previously disclosed~~ in ~~our~~share-based ~~2024~~compensation ~~Annual~~offset ~~Report,~~by ~~other~~a ~~than~~decrease ~~the~~in ~~risk~~professional ~~factor~~expenses ~~set~~and ~~forth~~SEC ~~below~~related fees.

~~Fluctuating~~The share-based ~~foreign~~compensation ~~currency~~expense and ~~exchange~~the ~~rates~~depreciation and amortization expense in Q2 2025 and Q2 2024 were $1,309,358 and $338,669 respectively. ~~may~~When ~~negatively~~excluding ~~impact~~these ~~our~~non-cash ~~business~~expenses, ~~results~~SG&A ofexpenses ~~operations~~decreased to $528,255 ~~and~~in ~~financial~~Q2 ~~position~~2025 compared to $706,211 in Q2 2024.

~~Due to our foreign operations, a portion of our business~~Operating is denominated in foreign currencies. As a result, fluctuations in foreign currency and exchange rates may have an impact on our business, results of operations and financial position. Foreign currency exchange rates have fluctuated and may continue to fluctuate. Significant foreign currency exchange rate fluctuations may negatively impact our international revenue, which in turn would affect our consolidated revenue. Currencies may be affected by internal factors, general economic conditions and external developments in other countries, all of which can have an adverse impact on a country’s currency. We cannot predict whether we will incur foreign exchange losses in the future. Further, significant foreign exchange fluctuations resulting in a decline in the respective local currency may decrease the value of our foreign assets, as well as decrease our revenues and earnings from our foreign subsidiaries, which would reduce our profitability and adversely affect our financial position.Loss

~~Policy~~The Company’s ~~changes~~operating ~~affecting~~loss ~~international~~was ~~trade~~$3,745,687 and $3,049,009 in Q2 2025 and Q2 2024, respectively, reflecting a $696,678 (23%) increase ~~could~~in ~~adversely~~operating ~~impact~~loss between the ~~demand~~reporting ~~for~~periods. We continued to invest resources to execute our ~~products~~growth strategy and ~~our~~product ~~competitive~~roadmap to ~~position~~improve our profitability.

~~Changes in government policies on foreign trade and~~Interest ~~investment~~Expense ~~can affect the demand for our products~~ and ~~services,~~Issuance ~~impact~~Cost ~~the competitive position~~ of ~~our~~Convertible products and services or prevent us from being able to sell products and services in certain countries. The implementation of more restrictive trade policies, such as more detailed inspections, higher tariffs, import or export licensing requirements, economic sanctions, anti-boycott laws, exchange controls or new barriers to entry could have a material adverse effect on our business, financial condition, results of operations and cash flows. In addition, the Trump Administration has announced tariffs on certain imports from Canada, Mexico and the EU, among others, that could affect the demand for our products. Such tariffs and any retaliatory tariffs (including those announced by China, Canada and Mexico in March 2025) may put upwards pressure on prices in other jurisdictions from which we purchase product components, which could reduce our ability to offer competitive pricing to potential customers. We cannot predict what changes to trade policy will be made by the Trump Administration, the U.S. Congress or other governments, including whether existing tariff policies will be maintained or modified or whether the entry into new bilateral or multilateral trade agreements will occur, nor can we predict the effects that any such changes would have on our business or the global economy. Changes in U.S. trade policy, or threat of such changes, have resulted and could again result in reactions from U.S. trading partners, including adopting responsive trade policies making it more difficult or costly for us to export our products or import products or product components from countries where we currently purchase products or product components or sell products or services. Such changes, or threatened changes, to trade policy or in laws and policies governing foreign trade, and any resulting negative sentiments towards the United States as a result of such changes, could materially and adversely affect our business, financial condition, results of operations and liquidity.Note

~~ITEM~~In Q2 2.2025, ~~Unregistered~~interest ~~Sales~~expense ofwas ~~Equity~~$177,957 ~~Securities~~compared to $118,759 ~~Use~~in ofQ2 ~~Proceeds~~2024. ~~and~~The ~~Issuer~~increase ~~Purchases~~in ofinterest ~~Equity~~expense ~~Securities~~was due to accrued interest for convertible notes issued in May 2024 has a higher principal amount compared to the same period in 2024.

~~Recent Sales of Unregistered Equity Securities~~Net Loss

~~None~~Net loss was $4,084,990 in ~~this~~Q2 ~~quarter~~2025 compared to $3,195,022 in Q2 2024, resulting in a $889,968 (28%) increase in net loss attributable to our shareholders of common stock. The net loss was due to exchange rate fluctuations experienced by the company in 2025 Q2 and expanding operating expense as we continued to invest resources to execute our growth strategy and product roadmap to improve our profitability.

~~Issuer Purchase of Equity Securities~~23

~~Not~~Results of ~~applicable.~~Operations for Six Months Ended June 30, 2025 (“H1 2025”) and June 30, 2024 (“H1 2024”):

Use of Proceeds of Registered Securities

	Six months ended June 30,						Change
	2025			2024			Amount			%

Revenues	$	110,870		$	20,729		$	90,141			435	%
Cost of revenues		(19,170	)		(52,127	)		32,957			(63	)%
Gross profit (loss)		91,700			(31,398	)		123,098			(392	)%
Operating expenses:
Research and development expenses		3,635,884			4,063,404			(427,520	)		(11	)%
Selling, general and administrative expenses		3,364,374			2,074,298			1,290,076			62	%
Total operating expenses		7,000,258			6,137,702			862,556			14	%
Loss from operations		(6,908,558	)		(6,169,100	)		(739,458	)		12	%

Non-operating (expenses) income, net:
Interest expense		(358,402	)		(167,455	)		(190,947	)		114	%
Issuance cost of senior secured convertible note measured at fair value		-			(138,992	)		138,992			(100	)%
Fair value change for senior secured convertible note		-			(98,412	)		98,412			(100	)%
Other (expenses) income, net		(104,052	)		64,127			(168,179	)		(262	)%
Total non-operating expenses, net		(462,454	)		(340,732	)		(121,722	)		36	%

Net loss before income taxes		(7,371,012	)		(6,509,832	)		(861,180	)		13	%
Provision for income taxes		-			-			-
Net loss	$	(7,371,012	)	$	(6,509,832	)	$	(861,180	)		13	%

~~Not~~Revenues, Cost ~~applicable.~~and Gross Loss

~~ITEM~~The Company 3reported $110,870 and $20,729 in revenue in H1 2025 and H1 2024, respectively, from product sales of VELDONA pet supplements in Taiwan and VOC sensing products related to NISD co-development. ~~Defaults~~The ~~Upon~~increase ~~Senior~~in ~~Securities~~revenue was due to realization of $110,379 in revenues from sales of VOC sensing products related to NISD co-development.

~~None~~The cost of revenue related to product sales in H1 2025 was $19,170 compared to $52,127 in H1 2024. The decrease in cost of revenue was due to a change in product compositions.

~~ITEM~~The share-based 4compensation expense and the depreciation expense for manufacturing in H1 2025 and H1 2024 were nil and $9,032, respectively. When ~~Mine~~excluding ~~Safety~~these ~~Disclosures~~non-cash cost, cost of revenue decreased to $19,170 in H1 2025 compared to $43,095 in H1 2024.

~~Not~~Gross profit ~~applicable~~from product sales in H1 2025 was $91,700 as compared to $31,398 gross loss from product sales in H1 2024. The increase in gross profit was due to a change in product compositions.

~~ITEM~~When excluding 5.these ~~Other~~non-cash ~~Information~~costs, gross profits were $91,700 in H1 2025 compared to $22,366 gross loss in H1 2024.

~~None~~Research and Development (R&D) Expenses

22R&D expenses in H1 2025 and H1 2024 were $3,635,884 and $4,063,404, respectively. The decrease of $427,520 (11%) was due to decreased expenses associated with clinical trial fees, co-research for technology and product and staffing expenditures (including share-based compensation). We expect that our R&D expenses related to clinical trials will continue to grow as we further develop AI Nose, VOC POCT and VELDONA drug candidates.

~~ITEM~~The share-based 6compensation expense and the depreciation and amortization expense in H1 2025 and H1 2024 were $2,402,213 and $2,561,120, respectively. ~~Exhibits~~When excluding these non-cash expenses, R&D expenses decreased to $1,233,671 in H1 2025 from $1,502,284 in H1 2024.

~~EXHIBIT INDEX~~24

INCORPORATED BY REFERENCE

EXHIBIT NUMBER

DESCRIPTION

FILED WITH THIS FORM 10-Q

FILING DATE WITH SEC

FORM

EXH #

HYPERLINK TO FILINGS

10.1

Amendment to Convertible Promissory Note, dated March 10, 2025, by and between Ainos, Inc. and ASE Test, Inc.

3/11/2025

8-K

10.1

Amendment to Convertible Promissory Note

10.2

Amendment to Convertible Promissory Note, dated March 12, 2025, by and between Ainos, Inc. and Li-Kuo Lee.

3/14/2025

8-K

10.1

Amendment to Convertible Promissory Note

31.1

Certification of Chief Executive Officer Pursuant to Rule 13a- 14(a) / 15d – 14(a)

31.2

Certification of Chief Financial Officer Pursuant to Rule 13a- 14(a) / 15d – 14(a)

32.1

Certification Of Principal Executive Officer Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 Of The Sarbanes-Oxley Act Of 2002

32.2

Certification Of Principal Financial Officer Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 Of The Sarbanes-Oxley Act Of 2002

100

Inline XBRL – Related Documents

101.INS

Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the XBRL document.

101.SCH

Inline XBRL Taxonomy Extension Schema Document

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase

104.1

Cover Page Interactive Data File

Selling, General and Administrative (SG&A) Expenses

~~The~~SG&A expenses ~~exhibits~~were ~~listed~~$3,364,374 and $2,074,298 in ~~the~~H1 ~~Exhibit~~2025 ~~Index~~and ~~are~~H1 ~~filed~~2024, respectively, reflecting an increase of $1,290,076 (62%) due to a significant orincrease ~~incorporated~~in share-based compensation offset by ~~reference~~a asdecrease ~~part~~in ofprofessional ~~this~~expenses ~~filing~~and SEC related fees.

23The share-based compensation expense and the depreciation and amortization expense in H1 2025 and H1 2024 were $2,211,158 and $676,622 respectively. When excluding these non-cash expenses, SG&A expenses decreased to $1,153,216 in H1 2025 compared to $1,397,676 in H1 2024.

~~SIGNATURES~~Operating Loss

~~Pursuant~~The Company’s tooperating ~~the~~loss ~~requirements~~was ~~of Securities~~$6,908,558 ~~Exchange~~and ~~Act~~$6,169,100 ofin ~~1934~~H1 2025 and H1 2024, respectively, reflecting a $739,458 (12%) increase in operating loss between the ~~Registrant~~reporting ~~has~~periods. ~~duly~~This ~~caused~~increase ~~this~~reflects ~~report~~our continued to beinvest ~~signed~~resources onto ~~its~~execute ~~behalf~~our bygrowth ~~the~~strategy and ~~undersigned~~advance ~~thereunto~~our ~~duly authorized~~product roadmap to improve our profitability.

	AINOS, INC.
Date: May 14, 2025	By:	/s/ Chun-Hsien Tsai
		Chun-Hsien Tsai, Chairman of the Board, President, and Chief Executive Officer
Date: May 14, 2025	By:	/s/ Hsin-Liang Lee
		Hsin-Liang Lee, Chief Financial Officer

Interest Expense and Issuance Cost of Convertible Note

24In H1 2025, interest expense was $358,402 compared to $167,455 in H1 2024. The increase in interest expense was due to accrued interest for convertible notes issued in May 2024 has a higher principal amount compared to the same period in 2024.

Net Loss

Net loss was $7,371,012 in H1 2025 compared to $6,509,832 in H1 2024, resulting in a $861,180 (13%) increase in net loss attributable to our shareholders of common stock. The net loss was due to exchange rate fluctuations experienced by the company in 2025 Q2 and expanding operating expense as we continued to invest resources to execute our growth strategy and product roadmap to improve our profitability.

Liquidity and Capital Resources

As of June 30, 2025 and December 31, 2024, the Company had available cash of $1,223,184 and $3,892,919, respectively.

The following table summarizes our cash flow during the six months period ended June 30, 2025 and 2024:

	Six months ended June 30,
	2025			2024
Net cash used in operating activities		(2,575,000	)		(3,468,892	)
Net cash used in investing activities		(18,045	)		(119,792	)
Net cash (used in) provided by financing activities		(280,902	)		9,777,500

Operating activities:

Cash (used in) provided operating activities decreased by $893,892 during the H1 of 2025 compared to the H1 of 2024. Our net loss for the H1 of 2025 increased by $861,180 primarily due to the company experiencing exchange rate fluctuations and expanding operating expense. The operating cash outflow as a result of changes in operating assets and liabilities was mainly attributable to:

	●	Non-cash expenses including share-based compensation, depreciation and amortization, issuance cost of secured convertible note, and change in fair value of senior secured convertible note, issuance common stock for paying consulting fees increased approximately by $1,204,200;
	●	Working capital injected into accounts receivable, inventories and other current assets decreased by approximately $196,000; and
	●	Working capital injected into accrued expenses, operating lease liabilities, contract liabilities and other current and long-term liabilities increased by approximately $746,900.

Investing activities

Cash used for investing activities were $18,045 and $119,792 during the H1 of 2025 and the H1 of 2024, respectively. The decrease was due to a reduction in refundable deposits and other noncurrent assets offset by increase in purchases of property and equipment.

Financing activities

Cash (used in) provided by financing activities were $(280,902) and $9,777,500 during the H1 of 2025 and the H1 of 2024, respectively. The $10,058,402 decrease was primarily reflected by the following:

	●	Proceeds from convertible notes and other notes payable financing decreased by $9,875,000; and
	●	Proceeds from at the market offering, net of issuance costs increased by $719,358; and
	●	Payments of issuance cost of senior secured convertible note measured at fair value decreased by $97,500.
	●	Repayments of convertible note increased by $1,000,000.
	●	Fractional shares paid out in cash for the reverse stock split increase by $260

In the near-term, we expect an increase in the pace of clinical trial spending to advance our VOC POCT and VELDONA drug candidates and expect to invest more in R&D activities. We may also increase our sales and marketing efforts.

The Company anticipates that cash reserves, business revenues, and potential debt financing through convertible and non-convertible notes will fund the Company’s operations over the next twelve months. There can be no assurance that we will be successful in our efforts to make the Company profitable. If those efforts are not successful, the Company may raise additional capital through the issuance of equity securities, debt financings or other sources to further implement its business plan. However, if such financing is not available when needed and at adequate levels, the Company will need to reevaluate its operating plan.

Critical Accounting Policies and Significant Management Estimates

Our management’s discussion and analysis of our financial condition and results of operations are based on our unaudited condensed financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States, or U.S. GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses.

We evaluate our estimates and judgments, including those related to inventory valuation, useful lives of property and equipment, valuation of stock option, warrants and convertible note, and impairment testing of intangible assets, on an ongoing basis. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

There have been no material changes to our critical accounting policies and estimates as compared to the critical accounting policies and estimates disclosed in “Management’s Discussion and Analysis - Critical Accounting Policies and Significant Management Estimates” of our 2024 Annual Report, except for those accounting subjects discussed in the Notes, if any, to the unaudited condensed financial statements included in this Quarterly Report on Form 10-Q.

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this Item 3.

ITEM 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, have evaluated our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the evaluation of our disclosure controls and procedures, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2025.

Changes in Internal Control over Financial Reporting

PART II - OTHER INFORMATION

ITEM 1. Legal Proceedings

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. As of the date of this report, we were not aware of any material legal proceedings involving the Company.

ITEM 1A. Risk Factors

This Quarterly Report contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed in this Quarterly Report. Factors that could cause or contribute to these differences include, but are not limited to, those discussed below and elsewhere in this Quarterly Report.

You should carefully consider the risk factors disclosed in our 2024 Annual Report, together with all other information in this Quarterly Report, including our unaudited condensed financial statements and notes thereto, and in our other filings with the Securities and Exchange Commission. If any such risks, including the risk set out below, or other risks not presently known to us or that we currently believe to not be significant, develop into actual events, then our business, financial condition, results of operations or prospects could be materially adversely affected. If that happens, the market price of our common stock could decline, and stockholders may lose all or part of their investment.

Information on risk factors can be found in Part I, Item 1A (Risk Factors) of our 2024 Annual Report. Other than the following risk factor, there have been no material changes from the risk factors previously disclosed in our 2024 Annual Report, other than the risk factor set forth below.

Fluctuating foreign currency and exchange rates may negatively impact our business, results of operations, and financial position.

Due to our foreign operations, a portion of our business is denominated in foreign currencies. As a result, fluctuations in foreign currency and exchange rates may have an impact on our business, results of operations and financial position. Foreign currency exchange rates have fluctuated and may continue to fluctuate. Significant foreign currency exchange rate fluctuations may negatively impact our international revenue, which in turn would affect our consolidated revenue. Currencies may be affected by internal factors, general economic conditions and external developments in other countries, all of which can have an adverse impact on a country’s currency. We cannot predict whether we will incur foreign exchange losses in the future. Further, significant foreign exchange fluctuations resulting in a decline in the respective local currency may decrease the value of our foreign assets, as well as decrease our revenues and earnings from our foreign subsidiaries, which would reduce our profitability and adversely affect our financial position.

Policy changes affecting international trade could adversely impact the demand for our products and our competitive position.

Changes in government policies on foreign trade and investment can affect the demand for our products and services, impact the competitive position of our products and services or prevent us from being able to sell products and services in certain countries. The implementation of more restrictive trade policies, such as more detailed inspections, higher tariffs, import or export licensing requirements, economic sanctions, anti-boycott laws, exchange controls or new barriers to entry could have a material adverse effect on our business, financial condition, results of operations and cash flows. In addition, the Trump Administration has announced tariffs on certain imports from Canada, Mexico and the EU, among others, that could affect the demand for our products. Such tariffs and any retaliatory tariffs (including those announced by China, Canada and Mexico) may put upwards pressure on prices in other jurisdictions from which we purchase product components, which could reduce our ability to offer competitive pricing to potential customers. We cannot predict what changes to trade policy will be made by the Trump Administration, the U.S. Congress or other governments, including whether existing tariff policies will be maintained or modified or whether the entry into new bilateral or multilateral trade agreements will occur, nor can we predict the effects that any such changes would have on our business or the global economy. Changes in U.S. trade policy, or threat of such changes, have resulted and could again result in reactions from U.S. trading partners, including adopting responsive trade policies making it more difficult or costly for us to export our products or import products or product components from countries where we currently purchase products or product components or sell products or services. Such changes, or threatened changes, to trade policy or in laws and policies governing foreign trade, and any resulting negative sentiments towards the United States as a result of such changes, could materially and adversely affect our business, financial condition, results of operations and liquidity.

ITEM 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities

Recent Sales of Unregistered Equity Securities

None in this quarter.

Issuer Purchase of Equity Securities

Not applicable.

Use of Proceeds of Registered Securities

Not applicable.

ITEM 3. Defaults Upon Senior Securities

None

ITEM 4. Mine Safety Disclosures

Not applicable

ITEM 5. Other Information

None

ITEM 6. Exhibits

EXHIBIT INDEX

INCORPORATED BY REFERENCE

EXHIBIT NUMBER

DESCRIPTION

FILED WITH THIS

FORM 10-Q

FILING

DATE

WITH SEC

FORM

EXH #

HYPERLINK TO FILINGS

3.1

Certificate of Amendment to the Restated Certificate of Formation of Ainos, Inc., as filed with the Texas Secretary of State on June 6, 2025

7/1/2025

8-K

3.1

Certificate of Amendment

31.1

Certification of Chief Executive Officer Pursuant to Rule 13a- 14(a) / 15d – 14(a)

31.2

Certification of Chief Financial Officer Pursuant to Rule 13a- 14(a) / 15d – 14(a)

32.1

Certification Of Principal Executive Officer Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 Of The Sarbanes-Oxley Act Of 2002

32.2

Certification Of Principal Financial Officer Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 Of The Sarbanes-Oxley Act Of 2002

100

Inline XBRL – Related Documents

101.INS

Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the XBRL document.

101.SCH

Inline XBRL Taxonomy Extension Schema Document

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase

104.1

Cover Page Interactive Data File

The exhibits listed in the Exhibit Index are filed or incorporated by reference as part of this filing.

SIGNATURES

Pursuant to the requirements of Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	AINOS, INC.

Date: August 13, 2025	By:	/s/ Chun-Hsien Tsai
		Chun-Hsien Tsai, Chairman of the Board, President, and Chief Executive Officer

Date: August 13, 2025	By:	/s/ Hsin-Liang Lee
		Hsin-Liang Lee, Chief Financial Officer

Filing Compare · Ainos, Inc.