Ainos, Inc. 8-K

What Happened Ainos, Inc. (AIMD) announced it issued 1,160,000 shares of its common stock (par value $0.01) to its wholly owned subsidiary, ScentAI Inc., in exchange for 116,000,000 shares of ScentAI common stock. The AIMD shares issued to ScentAI carry no voting power while held by the wholly owned subsidiary. Following the issuance, the company reported 6,982,675 shares of common stock outstanding as of December 30, 2025. The exchange was made without registration under the Securities Act, relying on Section 4(a)(2).

Key Details

• 1,160,000 Ainos common shares issued to ScentAI in exchange for 116,000,000 ScentAI shares.
• Ainos common shares have par value $0.01; issued shares have no voting power while owned by the subsidiary.
• Total Ainos common shares outstanding reported: 6,982,675 (as of Dec 30, 2025).
• Issuance relied on the Section 4(a)(2) exemption (not a public offering).

Why It Matters This filing documents an intra-company equity exchange that changes the distribution of Ainos shares and records the current outstanding share count. Because the issued shares held by the wholly owned subsidiary carry no voting power while so held, the issuance does not immediately change external voting control. Investors should note the unregistered, related-party nature of the transaction and the updated share count when assessing per-share metrics and ownership structure.