Form 8-K

8-K — Ainos, Inc.

Accession: 0001493152-26-047400

Filed: 2026-10-16

Period: 2026-10-14

CIK: 0001014763

SIC: 3577 (COMPUTER PERIPHERAL EQUIPMENT, NEC)

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-3.1 (ex3-1.htm)

EX-99.1 (ex99-1.htm)

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2026-10-14

2026-10-14

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AIMD:CommonStockParValue0.01PerShareMember

2026-10-14

2026-10-14

0001014763

AIMD:WarrantsToPurchaseCommonStockMember

2026-10-14

2026-10-14

iso4217:USD

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iso4217:USD

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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)

of

the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): October 14, 2026

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.)

3050

Post Oak Blvd, Suite 510-T80, Houston, TX 77056

(281)

898-6586

(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

5.03 Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year

On

October 14, 2026, the board of directors (the “Board”) of Ainos, Inc., a Texas corporation (the “Company”), unanimously

approved the second amended and restated bylaws (the “Restated Bylaws”) of the Company, effective immediately, which among

other things, adopted a classified board structure under which the directors are divided into three classes, designated as Class I, Class

II and Class III, each class consisting, as nearly equal in number as possible, of one-third of the total number of directors constituting

the entire Board.

Effective

upon the effectiveness of the Restated Bylaws, the current directors are hereby assigned to classes as follows: Class I (term expiring

at the 2026 annual meeting of shareholders): Ting-Chuan Lee, Chun-Jung Tsai, and Chung-Yi Tsai; Class II (term expiring at the 2027 annual

meeting): Yao-Chung Chiang and Pao-Sheng Wei; Class III (term expiring at the 2028 annual meeting): Chun-Hsien Tsai and Wen-Han Chang;

and that directors elected at each annual meeting thereafter to succeed the class whose term expires shall be elected for a term expiring

at the third succeeding annual meeting, and each director shall hold office until his or her successor is elected and qualified, or until

earlier death, resignation or removal.

The

foregoing description of the amendment is qualified in its entirety by reference to the full text of the Restated Bylaws of the Company, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.

The

foregoing description of the Certificate of Amendment is a summary of the material terms thereof, does not purport to be complete and

is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed with this report as Exhibit

3.1 and herein incorporated by reference.

Item

8.01 Other Events.

On

the same day, the Board unanimously approved the amended Corporate Governance Policies of the Board (the “Corporate Governance

Policies”), which among other things, reflected the classified board structure disclosed above.

A

copy of the Corporate Governance Policies is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference

herein.

Item

9.01 Financial Statement and Exhibits

(d)

Exhibits.

Exhibit

No.

Description

3.1

Second Amended and Restated Bylaws of Ainos, Inc.

99.1

Corporate Governance Policies of the Board of Directors, as amended

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document).

2

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:

October 16, 2026

By:

/s/

Chun-Hsien Tsai

Name:

Chun-Hsien

Tsai

Title:

Chief

Executive Officer

3

EX-3.1

EX-3.1

Filename: ex3-1.htm · Sequence: 2

Exhibit

3.1

AINOS,

INC.

SECOND

AMENDED AND RESTATED BYLAWS – EFFECTIVE OCTOBER 14, 2026

ARTICLE

I: SHAREHOLDERS

Section

1. Annual Meeting. Annual meetings of the shareholders shall be held each year within the fiscal year following the fiscal year

end of the corporation, at a date, time and location (including virtually by remote communication) determined by resolution of the Board

of Directors for the purpose of electing directors and transacting such other business as may properly come before the meeting.

Section

2. Special Meeting. A special meeting of shareholders may be called at any time by the holders of at least ten percent (10%)

of the outstanding stock entitled to vote at such meeting, by the Board of Directors, by the Chairman of the Board, if any, or by the

President. Only such business shall be transacted at a special meeting as maybe stated or indicated in the notice of such meeting.

Section

3. Place. The annual meeting of shareholders may be held at any place within or without the State of Texas designated by the

Board of Directors. Special meetings of shareholders may be held at any place within or without the State of Texas designated by the

Board of Directors or, in the absence of such designation, by the chief executive officer. Any meeting may be held at any place within

or without the State of Texas designated in a waiver of notice of such meeting signed by shareholders. Meetings of shareholders shall

be held at the principal office of the Corporation unless another place is designated for meetings in the manner provided herein.

Section

4. Notice. Written or printed notice stating the place, day and hour of each meeting of shareholdersand, in case of a special

meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than fifty (50)

days before the date of the meeting, either personally or by mail or electronic transmission, to each shareholder entitled to vote at

such meeting. Such notice, if given by electronic transmission, shall be effective only if the shareholder receiving such notice shall

have previously consented to receive notices by electronic transmission, and shall be sent using a form of electronic transmission specified

by the shareholder.

Section

5. Advance Notice of Shareholder Proposals

At

any annual meeting of the shareholders, only such business will be conducted or considered as is properly brought before the annual meeting

(i) as specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (ii) by

the presiding officer or by or at the direction of a majority of the Board of Directors, or (iii) by any shareholder or group of shareholders

entitled to vote at the annual meeting who comply with the procedures set forth in this Section 5.

For

business properly to be brought before an annual meeting by shareholder(s), the shareholder(s) must have given timely notice thereof

in proper written form to the Secretary of the Corporation. To be timely in connection with an annual meeting, a shareholder’s

notice must be delivered to or mailed and received at the principal executive offices of the Corporation not less than ninety (90) nor

more than one-hundred twenty (120) calendar days prior to the first anniversary of the preceding year’s annual meeting; provided,

however, that in the event that the date of the annual meeting is advanced more than thirty (30) calendar days prior to such anniversary

date or delayed more than sixty (60) calendar days after such anniversary date then to be timely such notice must be received by the

Corporation no later than the later of seventy (70) calendar days prior to the date of the annual meeting or the close of business on

the seventh (7th) calendar day following the date on which notice of the annual meeting is first mailed by or on behalf of the Corporation.

In no event shall any adjournment or postponement of an annual meeting or the announcement thereof commence a new time period for the

giving of the notice required by this Section 5.

AINOS,

INC. SECOND AMENDED AND RESTATED BYLAWS – EFFECTIVE OCTOBER 14, 2026

Page 1 of 10

To

be in proper written form, the notice to the Secretary shall set forth in writing, either in the mail or pursuant to Article VI, Section

4 of these Bylaws, as to each matter the shareholder(s) propose to bring before the annual meeting:

(1)

a description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual

meeting;

(2)

the text of the proposal or business (including the text of any resolutions proposed for consideration);

(3)

the shareholder’s name and address, as they appear on the Corporation’s books;

(4)

the class and number of shares of the Corporation and any other securities of the Corporation which are, directly or indirectly, owned

by such shareholder, and any derivatives, hedged positions, synthetic and temporary ownership techniques, swaps, securities loans, timed

purchases and other economic and voting interests or similar positions, securities or interests held by such shareholder with respect

to the Corporation’s securities;

(5)

any proxy (other than a revocable proxy given solely in response to a solicitation made by such shareholder to all of the Corporation’s

other shareholders pursuant to a publicly disclosed proxy solicitation statement, a true and complete copy of which has previously been

delivered to the Secretary of the Corporation at the principal executive offices of the Corporation);

(6)

any interest of the shareholder or its proxy in such business being proposed; and

(7)

any agreements the shareholder proposing such business has with other persons or entities in connection with such business.

Notwithstanding

anything in these Bylaws to the contrary, no business shall be conducted at an annual meeting except in accordance with the procedures

set forth in this Section 5. The presiding of the meeting shall refuse to acknowledge or consider any business that is not properly brought

before the meeting in accordance with the provisions of this Section 5.

Section

6. Quorum. The holders of at least one-third of the outstanding stock entitled to vote thereat and present in person or by proxy,

shall constitute a quorum. Except as otherwise required by law, the Articles of Incorporation or these Bylaws, the act of a majority

of the stock at any meeting at which a quorum is present shall be the act of the shareholders’ meeting. The shareholders present

at any meeting, though less than a quorum, may adjourn the meeting, and any business may be transacted at the adjournment that could

be transacted at the original meeting. No notice of adjournment, other than the announcement at the meeting, need be given.

Section

7. Proxies. At all meetings of shareholders, a shareholder may vote either in person or by proxy executed in writing by the shareholder

or by his duly authorized attorney-in-fact. Such proxies shall be filed with the Secretary of the Corporation before or at the time of

the meeting. No proxy shall be valid after eleven (11) months from the date of its execution unless otherwise provided in the proxy.

Each proxy shall be revocable unless expressly provided therein to be irrevocable or unless otherwise made irrevocable by law.

AINOS,

INC. SECOND AMENDED AND RESTATED BYLAWS – EFFECTIVE OCTOBER 14, 2026

Page 2 of 10

Section

8. Voting of Shares. Each outstanding share of a class entitled to vote upon a matter submitted to a vote at a meeting of shareholders

shall be entitled to one vote on such matter.

Section

9. Fixing of Record Date for Determining Shareholders

For

the purpose of determining shareholders entitled to notice of and to vote at any meeting of shareholders or any adjournment thereof,

the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted

by the Board, and which record date shall be not more than sixty (60) (or the maximum number permitted by applicable law) nor less than

ten (10) days before the date of such meeting. If no record date is fixed by the Board, the record date for determining shareholders

entitled to notice of and to vote at a meeting of shareholders shall be at the close of business on the day next preceding the day on

which notice is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.

A determination of shareholders of record entitled to notice of and to vote at the meeting of shareholders shall apply to any adjournment

of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.

For

the purpose of determining shareholders entitled to consent to corporate action in writing without a meeting, the Board may fix a record

date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which

date shall not be more than ten (10) (or the maximum number permitted by applicable law) days after the date upon which the resolution

fixing the record date is adopted by the Board. If no record date has been fixed by the Board, the record date for determining shareholders

entitled to consent to corporate action in writing without a meeting, when no prior action by the Board is required by the Texas Business

Corporation Act, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is

delivered to the corporation by delivery to its registered office in the State of Texas, its principal place of business, or an officer

or agent of the corporation having custody of the book in which proceedings of meetings of shareholders are recorded. Delivery made to

the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record

date has been fixed by the Board and prior action by the Board is required by the Texas Business Corporation Act, the record date for

determining shareholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the

day on which the Board adopts the resolution taking such prior action.

For

the purpose of determining shareholders entitled to receive payment of any dividend or other distribution or allotment of any rights

or the shareholders entitled to exercise any rights in respect of any change, conversion or exchange of shares, or for the purpose of

any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing

the record date is adopted, and which record date shall be not less than ten (10) and not more than sixty (60) (or the maximum number

permitted by applicable law) days prior to such action. If no record date is fixed, the record date for determining shareholders for

any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.

AINOS,

INC. SECOND AMENDED AND RESTATED BYLAWS – EFFECTIVE OCTOBER 14, 2026

Page 3 of 10

Section

10. List of Shareholders. A complete list of shareholders entitled to vote at each shareholders’ meeting, arranged in alphabetical

order, with the address of and number of shares held by each, shall be prepared by the Secretary and filed at the registered office of

the Corporation and shall be subject to inspection by any shareholder during usual business hours for a period of ten (10) days prior

to such meeting and shall be produced at such meeting and at all times during such meeting be subject to inspection by any shareholder.

Section

11. Action Without Meeting. Any action permitted or required by law, by these Bylaws or by the Certificate of Formation of the

Corporation to be taken at a meeting of shareholders of the Corporation may be taken without a meeting or by means of conference telephone

as provided in Article VI, Section 6 of the Bylaws.

ARTICLE

II: BOARD OF DIRECTORS

Section

1. Number, Classification, and Term of Office. The business and property of the Corporation shall be managed by the Board of

Directors, and subject to the restrictions imposed by law, the Certificate of Formation or by these Bylaws, they may exercise all the

powers of the Corporation.

The

directors shall be divided into three classes, designated Class I, Class II and Class III, each class consisting, as nearly equal in

number as possible, of one-third of the total number of directors constituting the entire Board of Directors. The Board of Directors

is authorized to assign members of the Board of Directors already in office to such classes at the time the classification becomes effective.

The terms of the initial Class I directors shall terminate on the date of the first annual meeting of stockholders held after the effective

date of this Article II; the term of the initial Class II directors shall terminate on the date of the second annual meeting of stockholders

held after the effective date of this Article II; and the term of the initial Class III directors shall terminate on the date of the

third annual meeting of stockholders held after the effective date of this Article II. At each annual meeting of stockholders beginning

with the first annual meeting held after the effective date of this Article II, successors to the class of directors whose term expires

at that annual meeting shall be elected for a three-year term.

The

Board of Directors shall consist of not less than one nor more than thirty directors, as so determined from time to time by resolution

of the Board of Directors. Within the above limits, the number of directors may be increased or decreased (provided such decrease does

not shorten the term of any incumbent director) from time to time by resolution of the Board of Directors. If the number of directors

is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of directors in each class as

nearly equal as possible, and any additional directors of any class elected to fill a vacancy resulting from an increase in such class

shall

hold office for a term that shall coincide with the remaining terms of that class, but in no case will a decrease in the number of directors

shorten the term of any incumbent director.

Each

director shall hold office until the annual meeting at which his or her term expires and until his successor shall have been elected

and qualified, subject to earlier death, resignation, disqualification or removal. Directors need not be shareholders nor residents of

Texas. Any director may be removed from office, with or without cause, by a majority vote of the shareholders at any meeting at which

a forum of shareholders is present; provided that, if the Articles of Incorporation do not expressly deny to shareholders the right of

cumulative voting for the election of directors and if less than the entire Board is to be removed, no one of the directors may be removed

if the votes cast against his removal would be sufficient to elect him if then cumulatively voted at an election of the entire Board

of Directors.

AINOS,

INC. SECOND AMENDED AND RESTATED BYLAWS – EFFECTIVE OCTOBER 14, 2026

Page 4 of 10

Any

vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though less

than a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor

in office. In case of any increase in the number of directors, the additional directors shall be elected at an annual or special meeting

of shareholders called for that purpose or by the Board of Directors for a term of office continuing only until the next election of

one or more directors by the shareholders; provided, however, that during a period between two successive annual meetings of shareholders,

the Board of Directors may not fill more than two vacancies created by an increase in the number of directors.

Section

2. General Powers. The business and affairs of the corporation shall be managed by the Board of Directors, who may exercise all

such powers of the corporation and do all such lawful acts and things as are not by law, the Certificate of Formation or these Bylaws

directed or required to be exercised or done by the shareholders.

Section

3. Meetings of Directors. The directors may hold their meetings and may have an office and keep the books of the Corporation,

except as otherwise provided by statute, in such place or places in the State of Texas, or outside the State of Texas, as the Board of

Directors may from time to time determine.

Section

4. First Meeting. Each newly elected Board of Directors may hold its first meeting for the purpose of organization and the transaction

of business, if a quorum is present, immediately after and at the same place as the annual meeting of the shareholders, and no notice

of such meeting shall be necessary.

Section

5. Election of Officers. At the first meeting of the Board of Directors in each year at which a quorum shall be present, held

next after the annual meeting of shareholders, the Board of Directors shall proceed to the election of the officers of the Corporation.

Section

6. Regular Meetings. Regular meetings of the Board of Directors shall be held at such times and places as shall be designated

from time to time by resolution of the Board of Directors. Notice of such regular meetings shall not be required.

Section

7. Special Meetings. Special meetings of the Board of Directors shall be held whenever called by the Chairman of the Board, if

any, the President, or by a majority of the directors for the time being in office. Each such special meeting shall be held at such time

and place as shall be designated by the officer or directors calling such meeting.

Section

8. Notice. The Secretary shall give notice of each special meeting in person, or by mail or electronic transmission, to each

director at least four (4) hours before the time of such meeting. Such notice, if given by electronic transmission, shall be effective

only if the director receiving such notice shall have previously consented to receive notices by electronic transmission, and shall be

sent using a form of electronic transmission specified by the director. The attendance of a director at any meeting shall constitute

a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transactions

any business on the grounds that the meeting is not lawfully called or convened.

Notice

may also be waived in writing as provided in Article VI, Section 4 of these Bylaws. Neither the business to be transacted at, nor the

purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or written waiver of notice of such

meeting.

AINOS,

INC. SECOND AMENDED AND RESTATED BYLAWS – EFFECTIVE OCTOBER 14, 2026

Page 5 of 10

Section

9. Quorum. A majority of the directors fixed in the manner provided in these Bylaws shall constitute a quorum for the transaction

of business, but if at any meeting of the Board of Directors there be less than a quorum present, a majority of those present or any

director solely present may adjourn the meeting from time to time without further notice. The act of a majority of the directors present

at a meeting at which a quorum is in attendance shall be the act of the Board of Directors, unless the act of a greater number is required

by the Articles of Incorporation or by these Bylaws.

Section

10. Order of Business. At meetings of the Board of Directors, business shall be transacted in such order as from time to time

the Board may determine.

At

meetings of the Board of Directors, the Chairman of the Board, if any, shall preside. In the absence of the Chairman of the Board, the

President shall preside, and in the absence of the President, a chairman shall be chosen by the Board from among the directors present.

The Secretary of the Corporation shall act as secretary of the meetings of the Board of Directors, but in the absence of the Secretary,

the presiding officer may appoint any person to act as secretary of the meeting.

Section

11. Compensation. The Board of Directors may provide for the compensation to members of the Board of Directors upon the recommendation

of its Compensation Committee and in accordance with its Compensation Policies; provided, that nothing contained herein shall be construed

to preclude any director from serving the Corporation in any other capacity or receiving compensation therefor.

Section

12. Presumption of Assent. A director of the Corporation who is present at a meeting of the Board of Directors at which action

on any corporate matter is taken shall be presumed to have assented to the action unless his dissent shall be entered in the minutes

of the meeting or unless he shall file his written dissent to such action with the person acting as secretary of the meeting before the

adjournment thereof or shall forward such dissent by registered mail to the Secretary of the Corporation immediately after adjournment

of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

Section

13. Action Without Meeting. Any action permitted or required by law, by these Bylaws or by the Articles of Incorporation of the

Corporation, to be taken at a meeting of the Board of Directors or any committee thereof may be taken without a meeting or by means of

conference telephone as provided in Article VI, Section 6 of these Bylaws.

Section

14. Committees of Directors. The Board of Directors, by resolution adopted by a majority of the full Board of Directors,

may designate from among its members an executive committee and one or more other committees, each of which, to the extent provided in

such resolution, shall have and may exercise all of the authority of the Board of Directors, except that no such committee shall have

the authority of the Board of Directors in reference to amending the Articles of Incorporation, approving a merger or consolidation,

recommending to the shareholders the sale, lease or exchange of all or substantially all of the property and assets of the Corporation

otherwise than in the usual and regular course of business, recommending to the shareholders a voluntary dissolution of the Corporation

or a revocation thereof, amending, altering or repealing the Bylaws of the Corporation or adopting new Bylaws for the Corporation, filling

vacancies in or removing members of the Board of Directors or any such committee, fixing the compensation of any member of such committee

or altering or repealing any resolution of the Board of Directors which by its term provides that it shall not be so amendable or repealable,

and, unless such resolution expressly so provides, no such committee shall have the power or authority to declare a dividend or to authorize

the issuance of shares of the Corporation.

AINOS,

INC. SECOND AMENDED AND RESTATED BYLAWS – EFFECTIVE OCTOBER 14, 2026

Page 6 of 10

ARTICLE

III: OFFICERS

Section

1. Number, Titles and Term of Office. The officers of the Corporation shall be a President, one or more Vice-Presidents, a Secretary,

a Treasurer and, if the Board of Directors so elects, a Chairman of the Board and such other officers as the Board of Directors may from

time to time elect or appoint. Each officer shall hold office until his successor shall have been duly elected and qualified or until

his death or until he shall resign or shall have been removed in the manner hereinafter provided. One person may hold more than one office,

except that the President shall not hold the office of Secretary. No officer, except the Chairman of the Board, must be a director.

Section

2. Removal. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever

in its judgment the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract

rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

Section

3. Vacancies. A vacancy in the office of any officer may be filled by a vote of a majority of the directors.

Section

4. Powers and Duties of the Chief Executive Officer. The President shall be the chief executive officer of the Corporation unless

the Board of Directors designates the Chairman of the Board as chief executive officer. Subject to the control of the Board of Directors,

the chief executive officer shall have general executive charge, management and control of the properties, business and operations of

the Corporation with all such powers as may be reasonably incident to such responsibilities; he may agree upon and execute all leases,

contracts, evidences of indebtedness and other obligations in the name of the Corporation and may sign all certificates for shares of

capital stock of the Corporation; and shall have such other powers and duties as designated in accordance with these Bylaws and as from

time to time may be assigned to him by the Board of Directors.

Section

5. Powers and Duties of the Chairman of the Board. If elected, the Chairman of the Board shall preside at all meetings of the

shareholders and of the Board of Directors; and he shall have such other powers and duties as designated in these Bylaws and as from

time to time may be assigned to him by the Board of Directors.

Section

6. Powers and Duties of the President. The President, if any, shall have the authority to agree upon and execute all leases,

contracts, evidences of indebtedness, and other obligations in the name of the Corporation; unless the Board of Directors otherwise determines,

he shall, in the absence of the Chairman of the Board of if there be no Chairman of the Board, preside at all meetings of the stockholders

and (should he be a director) of the Board of Directors; and he shall have such other powers and duties as designated in accordance with

these Bylaws and as from time to time may be assigned to him by the Board of Directors.

AINOS,

INC. SECOND AMENDED AND RESTATED BYLAWS – EFFECTIVE OCTOBER 14, 2026

Page 7 of 10

Section

7. Vice-Presidents. In the absence of the Chairman of the Board, if any, or President, or in the event of their inability or

refusal to act, a Vice-President designated by the Board of Directors shall perform the duties of the Chairman of the Board, if any,

or the President, as the case may be, and when so acting shall have all the powers of and be subject to all the restrictions upon the

Chairman of the Board, if any, or the President. In the absence of a designation by the Board of Directors of a Vice-President to perform

the duties of the Chairman of the Board, if any, or President, the Vice-President who is senior in terms of time as a Vice-President

of the Corporation shall so act. The Vice-Presidents shall perform such other duties and have such other powers as the Board of Directors

may from time to time prescribe.

Section

8. Treasurer. The Treasurer shall have custody of all the funds and securities of the Corporation which come into his hands.

When necessary or proper, he may endorse, on behalf of the Corporation, for collection checks, notes and other obligations and shall

deposit the same to the credit of the Corporation in such bank or banks or depositories as shall be designated in the manner prescribed

by the Board of Directors, and he may sign all receipts and vouchers for payments made to the Corporation, either alone or jointly with

such other officer as is designated by the Board of Directors. Whenever required by the Board of Directors, he shall render a statement

of his cash account, he shall enter or cause to be entered regularly in the books of the Corporation to be kept by him for that purpose

full and accurate accounts of all moneys received and paid out on account of the Corporation; he shall perform all acts incident to the

position of Treasurer subject to the control of the Board of Directors; and he shall, if required by the Board of Directors, give such

bond for the faithful discharge of his duties in such form as the Board of Directors may require.

Section

9. Assistant Treasurer. Each Assistant Treasurer shall have the usual powers and duties pertaining to his office, together with

such other powers and duties as may be assigned to him by the Board of Directors. The Assistant Treasurers shall exercise the powers

of the Treasurer during that officer’s absence or inability to act.

Section

10. Secretary. The Secretary shall keep the minutes of all meetings of the Board of Directors and the minutes of all meetings

of the shareholders, in books provided for that purpose; he shall attend to the giving and serving of all notices; he may in the name

of the Corporation attest to all contracts of the Corporation and affix the seal of the Corporation thereto; he may sign with the President

all certificates for shares of the capital stock of the Corporation; he shall have charge of the certificate books, transfer books and

stock ledgers, and such other books and papers as the Board of Directors may direct, all of which shall at all reasonable times be open

to inspection of any director upon application at the office of the Corporation during business hours, and he shall in general perform

all duties incident to the office of Secretary, subject to the control of the Board of Directors.

Section

11. Assistant Secretaries. Each Assistant Secretary shall have the usual powers and duties pertaining to his office, together

with such other powers and duties as may be assigned to him by the Board of Directors or the Secretary. The Assistant Secretaries shall

exercise the powers of the Secretary during that officer’s absence or inability to act.

AINOS,

INC. SECOND AMENDED AND RESTATED BYLAWS – EFFECTIVE OCTOBER 14, 2026

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ARTICLE

IV: INDEMNIFICATION AND INSURANCE OF DIRECTORS AND OFFICERS

Each

director and each officer or former director or officer of this Corporation or each person who may have served at request as a director

or officer of another corporation in which it owned shares of capital stock or of which it is a creditor, shall be indemnified by the

Corporation against liabilities imposed upon him and expenses reasonably incurred by him in connection with any claim made against him,

or any action, suit or proceeding to which he may be a party by reason of his being, or having been such director or officer, and against

such sums as independent counsel selected by the Board of Directors shall deem reasonable payment made in settlement of any such claim,

action, suit or proceeding primarily with a view of avoiding expenses of litigation; provided, however, that no director or officer shall

be indemnified with respect to matters as to which he shall be adjudged in such action, suit or proceeding to be liable for negligence

or misconduct in performance of duty, or with respect to any matters which shall be settled by the payment of sums which counsel selected

by the Board of Directors shall not deem reasonable payment made primarily with a view to avoiding expenses of litigation, or with respect

to matters for which such indemnification would be against public policy. Such right of indemnification shall be in addition to any other

rights to which directors or officers maybe entitled.

This

Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the

Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation,

partnership, joint venture, trust, or other enterprise against any liability asserted against him and incurred by him in any such capacity

or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability.

ARTICLE

V: CAPITAL STOCK

Section

1. Form of Shares. The ownership interests in the Company, inclusive of its common stock and its preferred stock, shall be uncertificated

shares. As used herein, the term “uncertificated shares” means shares not represented by instruments and the transfers of

which are registered upon books maintained for that purpose by or on behalf of the Company. Any certificated shares that have been issued

and are outstanding to date shall be deemed to be uncertificated shares only after the certificate is surrendered to the Company in accordance

with the requirements of the Board, as may be adopted at its discretion. As used herein, the term “certificated shares” means

shares represented by instruments in bearer or registered form.

Section

2. Transfer of Shares. Shares of stock of the Corporation shall be transferable only on the books of the Corporation by the holders

thereof in person or by their duly authorized attorneys or legal representatives, and in the case of certificated shares, upon surrender

and cancellation of certificates for a like number of shares.

Section

3. Closing of Transfer Books. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of

shareholders, or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of

shareholders for any other proper purpose, the Board of Directors of the Corporation may provide that the stock transfer books shall

be closed for a stated period but not to exceed in any case one hundred ten (110) days. If the stock transfer books shall be closed

for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be

closed for at least ten (10) days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of

Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not

more than one hundred ten (110) days and, in case of a meeting of shareholders, not less than ten (10) days prior to the date on

which the particular action requiring such determination of shareholders is to be taken. If the stock transfer books are not closed

and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders or

shareholders entitled to receive payment of a dividend, the date on which the notice of the meeting is mailed or date on which the

resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such

determination of shareholders.

AINOS,

INC. SECOND AMENDED AND RESTATED BYLAWS – EFFECTIVE OCTOBER 14, 2026

Page 9 of 10

Section

4. Regulations. The Board of Directors shall have power and authority to make all such rules and regulations as they may deem

expedient concerning the issue, transfer and registration or the replacement of certificates for shares of capital stock of the Corporation.

ARTICLE

VI: MISCELLANEOUS PROVISIONS

Section

1. Offices. Until the Board of Directors otherwise determines, the registered office of the Corporation required by the Texas

Business Corporation Act to be maintained in the State of Texas, shall be the registered office named in the original Articles of Incorporation

of the Corporation, or such other office as may be designated from time to time by the Board of Directors in the manner provided by law.

Such registered office need not be identical to the principal place of business of the Corporation.

Section

2. Fiscal Year. The fiscal year of the Corporation shall be established by resolution of the Board of Directors.

Section

3. Seal. The seal of the Corporation shall be such as from time to time may be approved by the Board of Directors.

Section

4. Notice and Waiver of Notice. Whenever any notice whatever is required to be given under the provisions of these Bylaws, said

notice shall be deemed to be sufficient if given by depositing the same in a post office box in a sealed postpaid wrapper addressed to

the person entitled thereto at his post office address, as it appears on the books of the Corporation, and such notice shall be deemed

to have been given on the day of such mailing. A waiver of notice, signed by the person or persons entitled to said notice, whether before

or after the time stated therein, shall be deemed equivalent thereto.

Section

5. Resignations. Any director or officer may resign at any time. Such resignation shall be made in writing and shall take effect

at the time specified therein, or if no time is specified, at the time of its receipt by the Chairman of the Board of Directors, if any,

the President or Secretary. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided

in the resignation.

Section

6. Action Without Meeting or by Conference Telephone. Any action permitted or required by law, these Bylaws or by the Certificate

of Formation of the Corporation, to be taken at a meeting of the shareholders, the Board of Directors or any committee designated by

the Board of Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all the

shareholders or members of the Board of Directors or committee, as the case may be. Such consent shall have the same force and effect

as a unanimous vote at a meeting, and may be stated as such in any document or instrument filed with the Secretary of State. In addition,

the shareholders of the Corporation are authorized to take any action required or authorized to be taken under the Texas Business Organizations

Code or the governing documents of this Corporation at an annual or special meeting of the shareholders of the Corporation, without holding

a meeting, providing notice, or taking a vote if shareholders of the Corporation having at least the minimum number of votes that would

be necessary to take the action that is the subject of the consent at a meeting, in which each owner or member entitled to vote on the

action is present and votes, sign a written consent or consents stating the action taken. Any action taken by less-than-unanimous consent

of shareholders shall be subject to the notification requirements contained in Section 6.202 of the Texas Business Organizations Code,

or successor provisions. Subject to the requirement for notice of meetings, shareholders, members of the Board of Directors, or members

of any committee designated by the Board of Directors, may participate in and hold a meeting of such shareholders, Board of Directors

or committee, as the case may be, by means of conference telephone or similar communications equipment, or another suitable electronic

communications system, including videoconferencing technology or the Internet, or any combination, if the equipment or system permits

each person participating in the meeting to communicate with all other persons participating in the meeting; all subject to any identification

and/or record keeping requirements of the Texas Business Organizations Code, or successor statutes.

Section

7. Securities of Other Corporations. The Chief Executive Officer (or any other officers designated by the Board of Directors)

of the Corporation shall have power and authority to transfer, endorse for transfer, vote, consent or take any other action with respect

to any securities of another issuer which may be held or owned by the Corporation and to make, execute and deliver any waiver, proxy

or consent with respect to any such securities.

ARTICLE

VII: AMENDMENTS

These

Bylaws may be altered, amended, or repealed by the affirmative vote of the holders of a majority of the outstanding stock at any annual

meeting, or at any special meeting if notice of the proposed amendment be contained in the notice of said special meeting, or by the

affirmative vote of a majority of the full Board of Directors at any regular or special meeting, provided notice of said proposed amendment

be contained in the notice of the meeting.

AINOS,

INC. SECOND AMENDED AND RESTATED BYLAWS – EFFECTIVE OCTOBER 14, 2026

Page 10 of 10

EX-99.1

EX-99.1

Filename: ex99-1.htm · Sequence: 3

Exhibit

99.1

AINOS,

INC.

CORPORATE

GOVERNANCE POLICIES OF THE BOARD OF DIRECTORS

1.0 PURPOSE

OF THE POLICIES

These

Corporate Governance Policies (the “Policies”) have been adopted by the Board of Directors (the “Board”)

of AINOS, INC., a Texas corporation (the “Company”) to assist the Board in carrying out its responsibilities

and in following corporate best practices. These Policies are to be interpreted in the context of all applicable laws and regulations,

the Company’s charter documents and other governing legal documents.

The

Company’s management is responsible for:

● development

of strategic, financial and management policies of the Company for consideration by the Board;

● the

operations of the Company in accordance with such policies;

● timely

preparation of financial statements and other reports about the Company, and informing the

Board about the Company’s operations; and

● identification

and management of the Company’s risks and development of risk mitigation strategies.

The

Board is responsible for protecting and enhancing the assets of the Company and serving the best interests of the Company’s stockholders.

These duties include:

● monitoring

the effectiveness of management and Company policies and decisions; and

● oversight

of the Company’s risk management process, which shall include periodic review of management’s

risk analysis.

2.0 AUTHORITY

OF THE BOARD

Pursuant

to Article II, Section 1 of the Company’s Second Amended and Restated Bylaws adopted on October 14, 2026 (the “Bylaws”):

“The business and property of the Corporation shall be managed by the Board of Directors, and subject to the restrictions imposed

by law, the Articles of Incorporation or by these Bylaws, they may exercise all the powers of the Corporation.”

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3.0 COMPOSITION

OF BOARD

3.1 Selection

of Directors. The Board shall select members to fill Board vacancies and nominate

candidates for election at the annual meeting of stockholders (the “Annual Meeting”)

or other similar meeting. Pursuant to Article II, Section 1 of the Bylaws, the Board is divided

into three classes, designated Class I, Class II and Class III, each consisting as nearly

equal in number as possible of one-third of the total number of directors. Directors of each

class are elected for staggered three (3) year terms, such that the term of one class expires

at each Annual Meeting, and each director holds office until the Annual Meeting at which

his or her term expires and until his or her successor is elected and qualified, subject

to earlier death, resignation, disqualification or removal. At each Annual Meeting, the Board

shall nominate candidates only for the class of directors whose term expires at such meeting

3.1.1 Board

Membership Criteria. The Board encourages selection of directors, including nominees

by stockholders, who will contribute to the Company’s overall corporate goals. The

Board will periodically review the characteristics appropriate for directors to possess in

light of the Board’s composition and skills and expertise needed at the Board and committee

levels. In determining whether to recommend a nominee for election, the Board shall consider

all of his or her relationships with any of the Company’s stockholders, competitors,

customers, suppliers or other persons related to the Company, and for determining whether

to recommend a director for re-election, the Board shall also consider the director’s

past meeting attendance and participation in and contributions to the activities of the Board.

The Board is committed to Board diversity and shall consider a nominee’s background

and experience to ensure that a broad range of perspectives is represented on the Board.

In particular, the Board will consider a nominee’s membership in an underrepresented

community, such as race, ethnicity, sexuality, gender or veteran status.

3.1.2 Management

Director. The Board anticipates that the Company’s Chief Executive Officer (“CEO”)

will be nominated to serve on the Board.

3.1.3 Nomination

Process.

If

the Company qualifies as a “controlled company” as defined under the Nasdaq rules, the Company’s Secretary shall be

notified of all potential candidates for nomination to the Board. Nominations made other than by the Board must be made in full compliance

with the Company’s Bylaws.

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If

the Company does NOT qualify as a “controlled company” as defined under the Nasdaq rules, the Company’s Secretary shall

propose lists of potential director candidates. However, director nominees shall be selected or recommended by a majority of the Company’s

independent directors.

Each

potential candidate must provide a list of references and agree (i) to be interviewed by the Board and (ii) to a background check or

other review of qualifications by the Company. Prior to nomination of any candidate by the Board, each director shall be provided the

opportunity to meet with the candidate. Any candidate nominated shall upon request agree in writing to comply with these Policies and

all other Company policies and procedures applicable to members of the Board.”

3.1.4 Vacancies.

Pursuant to Article II, Section 1 of the Bylaws, any vacancy occurring in the Board may be

filled by the affirmative vote of a majority of the remaining directors though less than

a quorum of the Board. A director elected to fill a vacancy shall be elected for the unexpired

term of his predecessor in office. In case of any increase in the number of directors, the

additional directors shall be elected at an annual or special meeting of shareholders called

for that purpose or by the Board for a term of office continuing only until the next election

of one or more directors by the shareholders; provided, however, that during a period between

two successive annual meetings of shareholders, the Board may not fill more than two vacancies

created by an increase in the number of directors. The Board shall designate the class to

which any newly created directorship is assigned, and a director elected by the shareholders

to fill such directorship serves for the remainder of the term of that class.

3.2 Size

of the Board. The number of directors shall be established by the Board in accordance

with the Company’s Certificate of Formation and Bylaws. The Board will review the appropriate

size of the Board from time to time and may approve a change in the authorized number of

directors. The Bylaws of the Company states: “The Board of Directors shall consist

of not less than one nor more than thirty directors, as so determined from time to time by

resolution of the Board of Directors. Within the above limits, the number of directors may

be increased or decreased (provided such decrease does not shorten the term of any incumbent

director) from time to time by resolution of the Board of Directors.” Any increase

or decrease in the number of directors shall be apportioned by the Board among the classes

so as to maintain the number of directors in each class as nearly equal as possible.

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3.3 Independent

Directors.

3.3.1 Independent

Directors.

If

the Company qualifies as a “controlled company” as defined under the Nasdaq rules, the Company shall elect to be covered

by the Controlled Company exemption from the independent director requirement of Nasdaq 5065(b)(1).

If

the Company does NOT qualify as a “controlled company” as defined under the Nasdaq rules, within 12 months from the date

the company ceases to be a controlled company, the Company’s board of directors must consist of a majority of independent directors

pursuant to Listing Rule 5605(b) and 5615(c).”

3.3.2 Affirmative

Determination of Independence. Based on information provided by Board members and advice

of counsel, the Board, or a designated committee of the Board shall affirmatively determine

at times required by the Nasdaq listing standards (the “Listing Standards”)

that the directors designated as independent have no material relationships to the Company

(either directly or indirectly) that may interfere with the exercise of their independence

from management and the Company.

3.3.3 Proposed

Transactions. Directors may be asked from time to time to leave a Board meeting when

the Board is considering a transaction in which the director (or another organization in

which a director is a director or officer) has a financial or other interest. The Board shall

review and approve any proposed related party transactions in compliance with the Company’s

policies and Listing Standards.

3.3.4 Annual

Determination. The Board will make an affirmative determination, at least annually, that

other commitments of non- employee directors, including services on additional public boards,

continue to allow sufficient time to perform their Board and committee duties.

3.4 Board

Leadership. The Board may elect a chairperson of the Board pursuant to Article III,

Section 5 of the Bylaws. If elected, the Chairman of the Board shall preside at all meetings

of the shareholders and of the Board of Directors; and he shall have such other powers and

duties as designated in the Bylaws and as from time to time may be assigned to him by the

Board of Directors.

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3.5 Fixed

Terms. Longer-serving directors have valuable insight about the Company’s business,

operations, history, policies and objectives. The Board believes that term limits and mandatory

retirement ages for directors are not in the best interests of the Company, and the Board

shall instead review annually the current effectiveness of each director in nominating candidates

for election or re-election.

3.6 Director

Time Commitment. Directors should be able to devote sufficient time to Board and

committee duties and to understanding the Company’s business. The Board will review

the other commitments of potential Board candidates, and do so annually for existing Board

members, to make this determination. Board members must notify the Board and the General

Counsel, and obtain the Board’s approval, before accepting an invitation to serve on

the board of another company. Factors the Board may consider include the following: (i) resulting

actual or potential conflicts of interest; (ii) actual or potential competition between the

Company and the other company; (iii) significant or potentially significant relationships

between the Company and the other company, such as vendor, customer, supplier, contractor

or consultant; and (iv) whether acceptance of the offer may reflect unfavorably on the Company.

Unless otherwise approved by the Board, no Board member shall serve on the board of any significant

Company competitor, supplier or customer (as determined by the Board).

3.7 Change

in Circumstances. Directors who change their principal occupation or business association

should not necessarily leave the Board. However, if any director has a Change in Circumstances

(as defined below), then the director shall promptly disclose it to the General Counsel (or

if none, the CFO), who will notify the Board of any material Change in Circumstances (as

determined by the General Counsel or if none, the CFO). The Board, excluding the applicable

director, will determine whether to request that director to resign. For these purposes,

“Change in Circumstances” will mean any change in a director’s personal

or professional circumstances, since such director’s most recent election to the Board,

that would require disclosure in such director’s D&O Questionnaire or the proxy

statement of the Company if such director were to be nominated for re-election at the next

Annual Meeting, including, but not limited to, a change of employer or primary occupation

(including retirement) or a material change in occupational responsibilities.

3.8 Ownership

Guidelines. The Board expects all directors and executive officers to display confidence

in the Company by owning shares of the Company’s common stock. For purposes of these

guidelines, stock ownership includes shares of the Company’s common stock held in trust

for the director or executive officer, as applicable, and his or her immediate family, plus

vested deferred stock, but not unvested or unexercised equity. If the Board adopts a minimum

ownership requirement, the number of shares is calculated annually as of the last day of

the Company’s fiscal year. The value of a share shall be the greater of the then current

market price or the closing price on the acquisition date.

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3.9 Director

Education. Each director is expected to participate in continuing education to maintain

the necessary level of expertise to perform his or her responsibilities. The Board and the

General Counsel are responsible for administering or approving eligible continuing education

programs, which may include a mix of in-house and third-party programs. The Company will

pay the out-of-pocket costs of attendance for any director.

3.10 Board

Assessment. The Board shall conduct, at least annually, an assessment of its overall

effectiveness and performance.

3.11 Executive

Officer Review. The Compensation Committee of the Board shall conduct, and review

with the Board, an annual evaluation of the performance of all executive officers.

3.12 Management

Development. Annually, the Board shall review management development and discuss

candidates to fulfill the CEO’s responsibilities on an interim basis in the event that

the CEO is disabled or otherwise incapacitated.

4.0 MEETINGS

AND MINUTES

4.1 Meetings

of Board. Each fiscal year, the Board will hold at least two (2) meetings without

management present, and may invite the Company’s independent auditors, legal counsel,

finance staff and other employees to attend.

4.2 Session

with CEO. Each regular Board meeting is intended to include a session between the

CEO and the independent directors, to permit discussion of personnel and management issues,

management development and other topics.

4.3 Agenda.

The chairperson of the Board, if designated, or the CEO will have primary responsibility

for preparing any Board meeting agenda and distributing it to the directors with appropriate

written information and background materials. Agendas should address items suggested by Board

members.

4.4 Board

Materials Distributed In Advance. Information concerning the Company, and its finances,

operations and strategy, is important to the Board’s understanding and decision-making

process. When feasible, appropriate information relating to agenda items should be distributed

in writing to the Board in advance of the Board meeting. For sensitive or late-breaking topics,

discussion will be held at the meeting and no materials need be distributed.

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4.5 Board

Access to Management. Management will afford each Board member access to Company

employees, and outside auditors, legal counsel and other professional advisors for any purpose

reasonably related to the Board’s responsibilities, with the Board authorized to establish

reasonable processes related to such matters. The Board encourages management to include

in Board meetings Company personnel who can provide additional insight into the items being

discussed, and/or to present key employees who should be given exposure to the Board. Management

is responsible for arranging presentations at Board meetings and providing information to

the Board about the operations of the Company. Each director is entitled to inspect the Company’s

books and records and obtain such other data and information as the director may reasonably

request; inspect facilities as reasonably appropriate for the performance of director duties;

and to receive notice of all meetings in which a director is entitled to participate and

copies of all Board meeting minutes, with the Board authorized to establish reasonable processes

related to such matters.

4.6 Outside

Advisors. The Board and its committees are authorized to obtain legal or other advisors

of their choice, at the Company’s expense, who shall report directly to the Board or

the committee.

5.0 BOARD

COMMITTEES

5.1 Committees.

The current committees of the Board are the Audit Committee and the Compensation Committee.

The Board may form, merge or dissolve committees as it deems appropriate from time to time.

The Audit Committee and the Compensation Committee shall be comprised entirely of Independent

Directors. Exceptions shall only be made under unusual circumstances and only with unanimous

approval of the Independent Directors. Committee composition shall conform to applicable

laws and regulations.

5.2 Committee

Member Selection. The Board will designate the members and the chairperson of each

committee, endeavoring to match the committee’s function and needs for expertise with

individual skills and experience of the appointees.

5.3 Committee

Functions. Each committee will have a written charter approved by the Board. The

charters shall be at a minimum in compliance with all legal requirements and Listing Standards.

The number of, and content and processes for, such committee meetings (including attendees

at such meetings) and means of carrying out committee responsibilities will be determined

by each committee in light of the committee’s charter, the committee’s authority

delegated by the Board, and the legal, regulatory, accounting and governance principles applicable

to the committee’s function. The minutes of the committees will be available to the

full Board. The Company will afford access to the Company’s employees, professional

advisors and other resources to enable committee members to carry out their responsibilities.

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6.0 BOARD

MEMBER RESPONSIBILITIES

6.1 Generally.

A director is expected to discharge his or her duties, including duties as a committee member,

in good faith and in a manner the director reasonably believes to be in the best interests

of the Company and its stockholders and to abide by the highest ethical and fiduciary standards.

6.2 Disclose

Relationships and Other Information. E ach director is expected to disclose promptly

to the Board and to respond promptly and accurately to periodic inquiries from the Company

regarding any existing or proposed relationships with the Company, including compensation

and stock ownership, which could affect the independence of the director under applicable

Listing Standards or any additional standards as may be established by the Board. Each director

shall also promptly inform the Company of any material change in such information.

6.3 Attendance.

Board members are expected to devote sufficient time and attention to prepare for, attend

and participate in Board meetings and meetings of committees on which they serve, including

advance review of meeting materials that may be circulated prior to each meeting.

6.4 Reporting

and compliance systems. Based on information available, each director should be satisfied

that the Company’s management maintains an effective system for timely reporting to

the Board or appropriate Board committees on the following, without limitation: (1) the Company’s

financial and business plans, strategies and objectives; (2) the recent financial results

and condition of the Company and its business segments; (3) significant accounting, regulatory,

competitive, litigation and other external issues affecting the Company; and (4) systems

of control which promote accurate and timely reporting of financial information to stockholders

and compliance with laws and corporate policies. Each director is expected to have a basic

understanding of the foregoing matters to the extent information is furnished by management

or otherwise available to the Board.

6.5 Continuing

education. The Board is expected periodically to review the Company’s policies

and procedures for providing orientation sessions for newly elected or appointed directors

and to recommend, on an as-needed basis, continuing director education programs for Board

or committee members.

6.6 Annual

evaluation. The Board will evaluate these corporate governance guidelines and whether

the Board and its committees are functioning effectively at least annually.

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6.7 Risk

Oversight. The Board should understand the principal risks associated with the Company’s

business on an on-going basis and it is the responsibility of management to assure that the

Board and its committees are kept well informed of these changing risks on a timely basis.

It is important that the Board oversee the key risk decisions of management, which includes

comprehending the appropriate balance between risks and rewards. The Board reserves oversight

of the major risks facing the Company and has delegated risk oversight responsibility to

the appropriate committees in the following areas: the audit committee oversees risks relating

to financial matters, financial reporting and auditing and the compensation committee oversees

risks relating to the design and implementation of the Company’s compensation policies

and procedures.

6.8 Reliance

on Information. A director is entitled to rely on reports or other information provided

by Company management, independent auditors, legal counsel and other persons, in the discharge

of his or her duties.

6.9 Confidentiality.

Directors have an obligation to protect and keep confidential all non-public information

related to the Company (“Confidential Information”) unless and

until the Company has authorized public disclosure (or unless otherwise required by law or

regulation). Confidential Information includes all non-public information entrusted to or

obtained by a director by reason of his or her position on the Board, such as information

regarding the strategy, business, finances and operations of the Company and third parties,

minutes, reports and materials of the Board and its committees, other documents identified

as confidential by the Company and all other non-public information provided by the Company,

including but not limited to non-public information concerning: (i) the Company’s financial

condition, prospects or plans, its marketing and sales programs and research and development

information, as well as information relating to acquisitions, divestitures and actions relating

to the Company’s stock; (ii) possible transactions with other companies or information

about the Company’s suppliers, customers or partners that the Company is under an obligation

to maintain as confidential; and (iii) the proceedings and deliberations of the Board and

its committees, and the discussions and decisions between and among employees, officers and

directors and their advisors. Directors may not use Confidential Information for personal

benefit or to benefit other persons or entities other than the Company. Directors shall refrain

from disclosing Confidential Information to anyone outside the Company, specifically including

any principal or employee of any entity or person that employs the director or has sponsored

the director’s election to the Board, except with Company authorization or as otherwise

may be required by applicable law. The obligations described above continue even after service

on the Board has ended. Any questions or concerns about potential disclosures should be directed

to the General Counsel.

6.10 Management

Succession Planning. At least annually, the Compensation Committee will consider

and assist the Board in developing succession plans for the CEO and other key executive officers

and appropriate management personnel. The Board may from time to time ask the Compensation

Committee to undertake other specific reviews concerning management succession planning.

6.11 Applicable

Laws and Policies. Board members will comply with all applicable laws and requirements

of applicable regulatory agencies, including the Listing Standards, and with all policies

and guidelines of the Company, including, without limitation, the Company’s Code of

Conduct and Financial Team Code of Conduct.

7.0 REVIEW

OF GOVERNANCE GUIDELINES

The

directors will periodically review and assess the adequacy of these guidelines and recommend any proposed changes to the Board for approval.

8.0 ADOPTIONS,

REVIEWS AND REVISIONS

As

of July 30, 2021 – No prior policy

Adopted

– August 20, 2021

Revised

– March 15, 2024

Revised

– October 14, 2026

AINOS,

INC. CORPORATE GOVERNANCE POLICIES OF THE BOARD OF DIRECTORS

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