Form 8-K

8-K — Ainos, Inc.

Accession: 0001493152-26-013578

Filed: 2026-03-30

Period: 2026-03-30

CIK: 0001014763

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d)

the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): March 30, 2026

AINOS,

INC.

(Exact

name of registrant as specified in its charter)

Texas

001-41461

75-1974352

(State

or other Jurisdiction

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 ☐

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

2.02 Results of Operations and Financial Condition

March 30, 2026, Ainos, Inc. (the “Company”) announced its financial results for the year ended December 31, 2025. A copy

of the press release is furnished as Exhibit 99.1 and is incorporated herein by reference.

The

information contained in Item 2.02 (including Exhibit 99.1) shall not be deemed to be “filed” for the purposes of Section

18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that

section, and such information is not incorporated by reference into any registration statements or other document filed under the Securities

Act of 1933, as amended or the Exchange Act, regardless of the general incorporation language contained in such filing, except as shall

be expressly set forth by specific reference to this filing.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

Number

Exhibits

99.1

Ainos, Inc. press release dated March 30, 2026, announcing fiscal year ended 2025 financial results

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:

March 30, 2026

By:

/s/

Chun-Hsien Tsai

Name:

Chun-Hsien

Tsai

Title:

Chief

Executive Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Ainos

Reports Full Year 2025 Financial Results and Highlights Commercial Momentum Entering 2026

Nose drove 499% revenue growth in 2025, with gross margin turning positive to 82.9%

2025

partnerships now driving scaled AI Nose deployments in 2026, supported by disciplined financing

HOUSTON,

TX / ACCESS Newswire / March 30, 2026 / Ainos, Inc. (NASDAQ: AIMD)(NASDAQ: AIMDW) (“Ainos” or the “Company”)

today reported financial results for the year ended December 31, 2025 and outlined commercialization momentum entering 2026.

During

2025, Ainos expanded its industrial ecosystem of AI Nose platform across semiconductor, smart factory, robotics, and industrial AI environments,

establishing the foundation for deployment-driven growth. AI Nose deployments combine hardware sensing with recurring software and data

monetization through Smell ID and the Smell Language Model (SLM).

“2025

marked our transition in expanding AI Nose’s commercial focus from healthcare into industrial markets. Our focus in 2025 was building

the platform and partnerships required for scale,” said Eddy Tsai, Chairman and CEO of Ainos. “As we enter 2026, that groundwork

is translating into operational momentum, with early AI Nose deployments underway, particularly in semiconductor environments. As deployments

expand, AI Nose generates Smell ID data that continuously trains our SLM, reinforcing our long-term data advantage.”

“In

2025 we maintained a disciplined financial approach while supporting SmellTech platform’s scale. Total revenue increased approximately

499% year over year, mainly reflecting progress in our AI Nose commercialization. Gross margin improved significantly to approximately

82.9% in 2025, compared to a gross loss in 2024. Total operating expenses, excluding share-based compensation, depreciation and amortization,

decreased 9% year-over-year, reflecting operational discipline as we prepare for deployment-driven growth, while reported operating expense

increased about 2%,” Christopher Lee, CFO, commented.

“Subsequent

to year-end, we strengthened our financial position through a New Taiwan Dollar 90 million financing (approximately USD$2,820,000), providing

additional liquidity to support ongoing operations and deployment execution. This capital enhances our flexibility as we scale AI Nose

commercialization while maintaining a disciplined approach to capital allocation,” Lee added.

Semiconductor

Deployment Scaling Gains Momentum in 2026

2026, Ainos has launched early-stage deployments of AI Nose systems across semiconductor environments, including:

● ~200

systems for deployment in front-end wafer fabrication facilities targeted for 1Q 2026 for

technical validation, supporting potential commercial integration.

● ~1,400

systems under a three-year $2.1 million deployment in semiconductor packaging and testing

environments, targeted for completion in Q2 2026, with deposits received, and a roadmap contemplated

to scale to up to 20,000 systems, subject to validation and contractual conversion.

These

deployments aim to support system integration and real-world data generation in demanding semiconductor environments, serve as a foundation

for scaled commercial rollout and revenue activation over time.

“We

believe scent intelligence represents a new perception layer for artificial intelligence in the physical world, enabling machines to

interpret environmental signals that previously could not be digitized,” Mr. Tsai concluded.

About

AI Nose

Nose digitizes scent into Smell ID, an AI-driven form of scent intelligence. The full-stack electronic nose platform integrates high-precision

MEMS sensor arrays with proprietary AI algorithms designed to support ppb-level scent detection sensitivity, subject to application conditions

and deployment configurations. Smell ID converts analog scent signals into structured, actionable data, while the proprietary Smell Language

Model (SLM) is designed to learn, classify, and contextualize complex scent patterns over time.

Built

upon more than a decade of accumulated scent data and deep medtech expertise, AI Nose is designed to support continuous monitoring, predictive

analysis, and real-time alerts across industrial and manufacturing environments. AI Nose is offered under a SmellTech-as-a-Service architecture,

intended to support ongoing access to scent intelligence, analytics, and AI-driven insights through subscription-based deployment models.

About

Ainos, Inc.

Ainos,

Inc. (NASDAQ:AIMD) is a dual-platform AI and biotech company pioneering smelltech and immune therapeutics. Its AI Nose platform and smell

language model (SLM) digitize scent into Smell ID, a machine-readable data format, powering intelligent sensing across robotics, smart

factories, and healthcare. The company also develops VELDONA®, a low-dose oral interferon targeting rare, autoimmune,

and infectious diseases. Ainos, a fusion of “AI” and “Nose,” is redefining machine perception for the sensory

age. To learn more, visit https://www.ainos.com. Follow Ainos on X, formerly known as Twitter, (@AinosInc) and LinkedIn to stay up-to-date.

Forward-Looking

Statements

Certain

statements in this press release are 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. All statements other than statements of historical fact are forward-looking

statements. Forward-looking statements are based on management’s current assumptions and expectations of future events and trends,

which affect or may affect the Company’s business, strategy, operations or financial performance, and actual results and other

events may differ materially from those expressed or implied in such statements due to numerous risks and uncertainties. Forward-looking

statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. There are a number of

important factors that could cause actual results, developments, business decisions or other events to differ materially from those contemplated

by the forward-looking statements in this press release. These factors include, among other things, our expectation that we will incur

net losses for the foreseeable future; our ability to become profitable; our ability to raise additional capital to continue our product

development; our ability to accurately predict our future operating results; our ability to advance our current or future product candidates

through clinical trials, obtain marketing approval and ultimately commercialize any product candidates we develop; the ability to obtain

and maintain regulatory approval of our product candidates; delays in completing the development and commercialization of our current

and future product candidates; developing and commercializing additional products, including diagnostic testing devices; our ability

to compete in the marketplace; compliance with applicable laws, regulations and tariffs, and factors described in the Risk Factors section

of our public filings with the Securities and Exchange Commission (SEC). Because forward-looking statements are inherently subject to

risks and uncertainties, you should not rely on these forward-looking statements as predictions of future events. These forward-looking

statements speak only as of the date of this press release and, except to the extent required by applicable law, the Company undertakes

no obligation to update or revise these statements, whether as a result of any new information, future events and developments or otherwise.

Contact

Information

Investor Relations

ir@ainos.com

Ainos,

Inc.

Consolidated

Balance Sheets

December 31,

2025

2024

Assets

Current assets:

Cash and cash equivalents

$ 417,353

$ 3,892,919

Accounts receivable

Inventory, net

295,565

143,756

Other current assets

425,859

301,077

Total current assets

1,138,799

4,337,808

Intangible assets, net

19,226,003

23,748,328

Property and equipment, net

343,281

559,645

Other assets

163,025

174,418

Total assets

$ 20,871,108

$ 28,820,199

Liabilities and Stockholders’ Equity

Current liabilities:

Contract liabilities

$ 350,000

$ 106,329

Convertible notes payable

3,000,000

Accrued expenses and other current liabilities

728,683

848,615

Total current liabilities

1,078,683

3,954,944

Convertible notes payable - noncurrent

11,000,000

9,000,000

Other long-term liabilities

1,229,843

348,945

Total liabilities

13,308,526

13,303,889

Commitments and contingencies

Stockholders’ equity:

Preferred stock, $0.01 par value; 50,000,000 shares authorized as of December 31, 2025 and 2024, respectively; none issued and outstanding

Common stock, $0.01 par value; 300,000,000 shares authorized as of December 31, 2025 and 2024; 6,982,675 shares and 3,085,477 shares issued and 5,882,675 and 3,085,477 shares outstanding as of December 31, 2025 and 2024, respectively

69,827

30,854

Treasury stock, at cost (1,160,000 and nil shares held as of December 31, 2025 and 2024, respectively)

(1,972,000 )

Additional paid-in capital

77,234,374

68,644,301

Accumulated deficit

(67,520,328 )

(52,749,316 )

Accumulated other comprehensive loss - translation adjustment

(249,291 )

(409,529 )

Total stockholders’ equity

7,562,582

15,516,310

Total liabilities and stockholders’ equity

$ 20,871,108

$ 28,820,199

Ainos,

Inc.

Consolidated

Statements of Operations

Years ended December 31,

2025

2024

Revenues

$ 124,157

$ 20,729

Cost of revenues

(21,246 )

(52,595 )

Gross profit (loss)

102,911

(31,866 )

Operating expenses:

Research and development expenses

7,749,772

8,413,923

Selling, general and administrative expenses

6,343,547

5,395,415

Total operating expenses

14,093,319

13,809,338

Loss from operations

(13,990,408 )

(13,841,204 )

Non-operating income (expenses), net

Interest expense

(711,903 )

(616,467 )

Issuance cost of senior secured convertible note measured at fair value

(308,336 )

Fair value change of senior secured convertible note

(275,624 )

Other income (expenses), net

(67,901 )

179,270

Total non-operating expenses, net

(779,804 )

(1,021,157 )

Net loss before income taxes

(14,770,212 )

(14,862,361 )

Provision for income taxes

800

Net loss

$ (14,771,012 )

$ (14,863,161 )

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