Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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Ainos, Inc. (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
00902F303 (CUSIP Number) |
Chun-Hsien Tsai 14F., No. 61, Sec. 4,, New Taipei Boulevard, Xinzhuang District New Taipei City, F5, 242 886-37-581999 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/08/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 00902F303 |
| 1 |
Name of reporting person
Ting Chuan Lee | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
TAIWAN
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
1,431,432.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.20 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The numbers in Rows 8, 9, and 11 represents beneficial ownership of 1,431,432 shares of common stock, $0.01 par value (the "Common Stock"), of Ainos, Inc., a Texas corporation (the "Issuer"), which are subject to a voting agreement between the Reporting Person and Ainos Inc., a Cayman Islands corporation ("Ainos KY"). For further details, please see Item 3 and Item 6.The percentage in Row 13 is based on the sum of (i) 15,433,257 shares of Common Stock outstanding as of March 7, 2025 as set forth in the Annual Report on Form 10-K of the Issuer filed with the SEC on March 7, 2025, (ii) 1,752,500 shares of common stock granted and vested on March 10, 2025 as special stock awards, which were approved by the shareholders of Ainos, Inc. on September 27, 2024, and (iii) 2,700,000 shares of common stock granted and vested on April 8, 2025 under the Ainos, Inc. 2023 Stock Incentive Plan.
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 per share |
| (b) | Name of Issuer:
Ainos, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
8880 RIO SAN DIEGO DRIVE, SUITE 800, SAN DIEGO,
CALIFORNIA
, 92108. |
| Item 2. | Identity and Background |
| (a) | Ting Chuan Lee |
| (b) | 14F., No. 61, Sec. 4, New Taipei Boulevard, Xinzhuang District, New Taipei City 242, Taiwan F5 |
| (c) | Director of the Issuer; Director of Taiwan Carbon Nano Technology Corporation, a Taiwanese corporation ("TCNT"), with its principal business and office address at 10F-2, No. 66, Shengyi 5th Rd., Zhubei City, Hsinchu County 30261, Taiwan (R.O.C.). |
| (d) | No. |
| (e) | No. |
| (f) | Taiwan, Republic of China |
| Item 3. | Source and Amount of Funds or Other Consideration |
The Issuer granted (i) 1,231,432 shares of Common Stock to the Reporting Person as restricted stock units ("RSUs"), all of which are fully vested and (ii) 200,000 shares of Common Stock to the Reporting Person as special stock awards, all of which are fully vested. | |
| Item 4. | Purpose of Transaction |
The responses set forth in Items 2, 3, 5 and 6 hereof are incorporated by reference in their entirety.Except as described in this Schedule 13D, the Reporting Person do not have any present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, although, subject to the agreements described herein, the Reporting Person, at any time, and from time to time, may review, reconsider and change their position and/or change their purpose and/or develop such plans and may seek to influence management of the Issuer or the Board of Directors with respect to the business and affairs of the Issuer and may from time to time consider pursuing or proposing such matters with advisors, the Issuer, or other persons. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The information requested is incorporated herein by reference to the cover pages to this Statement. |
| (b) | The information requested is incorporated herein by reference to the cover pages to this Statement. |
| (c) | The reporting person has not effected any transactions in Common Stock during the past 60 days, except as described in this Statement |
| (d) | The information in Item 2 is incorporated by reference into this Item 5(d). |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
The reporting person's responses to Items 3 - 5 are incorporated by reference into this Item 6.Effective January 26, 2024, Ainos Inc., a Cayman Islands company ("Ainos KY") and the Reporting Person entered into a voting agreement (the "Voting Agreement") with respect to the voting stock of the Issuer held by the Reporting Person. Pursuant to the Voting Agreement, the Reporting Person has agreed to vote all of the voting stock of the Company that is current owns or will acquire in the future in the manner determined by Ainos KY in its sole discretion. The Voting Agreement may only be terminated if (i) Ainos KY directly holds less than 10% of the shares of the Issuer; or (ii) when Ainos KY directly holds shares which have less than 10% of the voting power in the Issuer. This voting agreement will cease to apply to a particular stockholder when the stockholder holds no shares in the Issuer; or when the stockholder ceases to be subject to the obligations under Section 16 of the Securities Exchange Act of 1934, as amended, if applicable.Except as set forth herein, the reporting person has no other contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies | |
| Item 7. | Material to be Filed as Exhibits. |
Voting Agreement, dated January 26, 2024 (incorporated by reference to Exhibit 2 of the Amendment No. 5 to the Schedule 13D filed with the SEC on January 29, 2024) |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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