UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~September~~October 515, 2025

AINOS, INC.

(Exact name of registrant as specified in its charter)

Texas

001-41461

75-1974352

(State or other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

8880 Rio San Diego Drive, Ste. 800, San Diego, CA 92108

(858) 869-2986

(Address and telephone number, including area code, of registrant’s principal executive offices)

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	AIMD	The Nasdaq Stock Market LLC
Warrants to purchase Common Stock	AIMDW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8 1.01. ~~Other~~Entry ~~Events~~into a Material Definitive Agreement.

As previously reported, on ~~May~~August 311, ~~2024~~2021, Ainos, Inc. ( the “Company”) entered into ana Atfive-year ~~The~~product ~~Market~~development agreement ~~Offering Agreement~~ (the “Product Development Agreement”) with ~~H.C.~~Taiwan ~~Wainwright~~Carbon &Nano ~~Co.,~~Technology ~~LLC~~Corporation ~~as placement agent~~ (~~the~~ “~~Placement Agent~~TCNT”) ~~to offer and sell shares of its common stock~~, ~~par~~as ~~value~~amended ~~$0.01~~on ~~per~~January ~~share~~9, ~~(“Common Stock”)~~2024, ~~having~~July an8, ~~aggregate~~2024, ~~offering~~and ~~price~~October of16, ~~up to $1~~2024,~~353,197~~ ~~from time~~ to ~~time~~co-develop ~~through the Placement Agent. On July 11~~pharmaceutical, ~~2024,~~medical ~~the~~device ~~Company~~and ~~filed~~other aproducts ~~prospectus~~defined in ~~supplement under~~ the ~~Agreement~~agreement. toTCNT ~~increase~~controls the ~~aggregate~~company ~~offering price~~via ofits ~~Common~~majority ~~Stock~~interest toin beAinos ~~offered~~Inc., ~~and~~a ~~sold~~Cayman ~~under~~Islands ~~the~~corporation ~~Agreement~~(“Ainos toKY”) and ~~$1,840,350.~~its ~~Prior~~direct toownership ~~the~~in ~~date hereof,~~ the Company. ~~sold~~Ainos ~~shares~~KY ~~of Common~~is ~~Stock~~a ~~having~~shareholder ~~an aggregate sales price~~ of ~~approximately $1,840,337 under~~ the ~~Agreement.~~Company Onand ~~September~~holds 5,majority ~~2025,~~control of the ~~Company~~voting ~~filed~~power aof ~~prospectus supplement under~~ the ~~Agreement~~Company ~~for~~through ancertain ~~aggregate~~previously ofdisclosed ~~$874,496~~voting ~~of additional shares of Common Stock~~agreements.

AOn ~~copy~~October of15, 2025, the ~~legal~~Company ~~opinion~~and ofTCNT ~~Lucosky~~entered ~~Brookman~~into ~~LLP,~~the ~~relating~~fourth addendum to the ~~validity~~Product ofDevelopment Agreement (the ~~shares~~“Fourth inAddendum Agreement”) ~~connection~~to ~~with~~amend the ~~Agreement~~fee isfor ~~filed~~the ~~as Exhibit~~exclusive ~~5.1~~use toof ~~this~~patents ~~Current~~of ~~Report~~$50,000 onper ~~Form~~month 8(plus 5% sales tax) for a two-Kyear ~~and~~period starting isfrom ~~incorporated~~October ~~herein~~16, by2025, ~~reference~~instead of one year starting from October 16, 2024. The parties may negotiate payment terms and subsequent licensing methods thereafter.

~~Item~~The ~~9.01~~foregoing ~~Financial~~description ~~Statement~~of the Fourth Addendum Agreement does not purport to be complete and ~~Exhibits~~is qualified in its entirety by reference to the full text of the Third Addendum Agreement, an English translation of which is filed with this current report on Form 8-K as Exhibit 10.1 and is hereby incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
Exhibit Number		Exhibits
5.1		Opinion of Lucosky Brookman LLP.
10.1		English Translation of Fourth Addendum to Product Development Agreement, dated October 15, 2025
23.1		Consent of Lucosky Brookman LLP (included in Exhibit 5.1)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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

	Ainos, Inc.
Date: September 8, 2025	By:	/s/ Chun-Hsien Tsai
Date: October 17, 2025	By:	/s/ Chun-Hsien Tsai
	Name:	Chun-Hsien Tsai
	Title:	Chief Executive Officer

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