8-K

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): May 16, 2023

__________________________

AINOS, INC

(Exact name of registrant as specified in its charter)

__________________________

Texas	0-20791	75-1974352
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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

(858) 869-2986

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

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: None.

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 1.01 Entry Into a Material Definitive Agreement.

Item 5.02 is incorporated herein by this reference.

Item 5.02	Departure of Directors or Certain Officers; Election of Directors;
	Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 16, 2023, Ms. Hui-Lan (Celia) Wu retired as the CFO of the Company. Following her resignation, Ms. Wu will continue to serve the Company as an independent consultant.

On May 17, 2023, the Board of Directors appointed Meng-Lin Sung (Amanda) as the Chief Financial Officer of the Company.  Ms. Sung previously served as Vice President of Finance at Sercomm Corporation since late 2021. Prior to joining Sercomm, she held roles at three of the big four accounting firms — PricewaterhouseCoopers, Ernst & Young, and Deloitte — conducting audits and advising public companies on U.S. GAAP/IFRS and SEC reporting and listing regulations. Ms. Sung has extensive experience guiding publicly-traded healthcare and life science companies through the initial public offering and auditing processes, having previously worked with companies based in the USA and mainland China.

The Compensation Committee of the Board of Directors and the Board of Directors of the Company approved a basic monthly salary of NT $230,000 (New Taiwan Dollars) and $2,400 NT meal allowance. Ms. Sung was granted certain incentive compensation including a year-end bonus equal to two months of Ms. Sung’s base monthly salary, a variable reward target of 10% to 100% of the annual salary based on the Company achieving operations and profitability targets and Ms. Sung’s work performance. 

The foregoing descriptions of Ms. Sung’s appointment and employment terms do not purport to be complete and are qualified in their entirety by reference to the full text of a Mandate Agreement executed between Ms. Sung and the Company.

Item 7.01 Regulation FD Disclosure

On March 17, 2023, the Company issued a press release relating to the subject matter of this Form 8-K. A copy of the press release is furnished herewith as Exhibit 99.1.

The information furnished with this Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1, shall not be deemed “filed” for 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, nor shall it be deemed incorporated by reference into any other filing under the Securities Act, or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

The following exhibits are filed as part of this report:

(d) Exhibits

Exhibit No.	Description
99.1	Press Release

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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:  May 18, 2023	By:	/s/ Chun-Hsien Tsai
		Name:  Chun-Hsien Tsai
		Title:    Chief Executive Officer

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EX-99.1

EXHIBIT 99.1

Ainos Appoints Amanda Sung as New Chief Financial Officer

Current CFO Celia Wu announces her retirement and transition to consulting role

Sung brings nearly two decades of public company audit and compliance experience with

major international accounting firms 

SAN DIEGO, CA / ACCESSWIRE / May 17, 2023 / Ainos, Inc. (NASDAQ: AIMD, AIMDW) ("Ainos", or the "Company"), a diversified medtech company focused on the development of novel point-of-care testing, low-dose interferon therapeutics, and synthetic RNA-driven preventative medicine, today announced the appointment of Ms. Meng-Lin (Amanda) Sung to the position of Chief Financial Officer, effective May 17, 2023. Ms. Sung will succeed Ms. Hui-Lan (Celia) Wu, who is retiring from her position as Chief Financial Officer and will transition into an external consulting role.

Chun-Hsien Tsai, Ainos' Chairman of the Board, President, and Chief Executive Officer, commented, “I am thrilled to welcome Ms. Sung to our company in the role of Chief Financial Officer. Ms. Sung’s wealth of accounting experience, extensive familiarity with auditing healthcare and life science companies, and unwavering professionalism make her an invaluable addition to our management team. On behalf of everyone at Ainos, I also want to thank Ms. Wu for her hard work and dedication during a truly transformative period of our company’s history. We are incredibly grateful for her contributions to our team, and look forward to continuing working with her in her new capacity as a consultant.”

Ms. Sung comes to Ainos after serving as Vice President of Finance at Sercomm Corporation since late 2021. Prior to joining Sercomm, Ms. Sung held roles at three of the big four accounting firms — PricewaterhouseCoopers, Ernst & Young, and Deloitte — conducting audits and advising public companies on U.S. GAAP/IFRS and SEC reporting and listing regulations. Ms. Sung has extensive experience guiding publicly-traded healthcare and life science companies through the initial public offering and auditing processes, having previously worked with companies based in the USA and mainland China.

About Ainos, Inc.

Headquartered in San Diego, California, Ainos, Inc. is a diversified medtech company engaged in developing innovative medical technologies for point-of-care testing and safe and novel medical treatment for a broad range of disease indications. In addition to its proprietary therapeutics using low-dose non-injectable interferon, Ainos has also expanded its product portfolio to include Volatile Organic Compounds (VOC) and COVID-19 POCTs. To learn more, visit https://www.ainos.com,

Follow Ainos on Twitter (@AinosInc) and LinkedIn to stay up-to-date.

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Forward-Looking Statements

This press release contains "forward-looking statements" about Ainos within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the use of words such as "anticipate," "believe," "estimate," "expect," "intend," "plan," "predict," "project," "target," "future," "likely," "strategy," "foresee," "may," "guidance," "potential," "outlook," "forecast," "should," "will" or other similar words or phrases. Similarly, statements that describe the Company's objectives, plans or goals are, or may be, forward-looking statements. Forward-looking statements are based only on the Company's current beliefs, expectations, and assumptions. Forward-looking statements are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict and many of which are outside of the Company's control. The Company's actual results may differ materially from those indicated in the forward-looking statements.

Important factors that could cause the Company's actual results to differ materially from the projections, forecasts, estimates and expectations discussed in this press release include, among others, the cost of production and sales potential of the planned drug treatments announced in this press release; the Company's dependence on revenues from the sale of COVID-19 test kits; the Company's limited cash and history of losses; the Company's ability to achieve profitability; the Company's ability to raise additional capital to continue the Company's product development; the ability to accurately predict the future operating results of the Company; the ability to advance Ainos' current or future product candidates through clinical trials, obtain marketing approval and ultimately commercialize any product candidates the Company develops; the ability to obtain and maintain regulatory approval of Ainos product candidates; delays in completing the development and commercialization of the Company's current and future product candidates, which could result in increased costs to the Company, delay or limit the ability to generate revenue and adversely affect the business, financial condition, results of operations and prospects of the Company; intense competition and rapidly advancing technology in the Company's industry that may outpace its technology; customer demand for the products and services the Company develops; the impact of competitive or alternative products, technologies and pricing; disruption in research and development facilities; lawsuits and other claims by third parties or investigations by various regulatory agencies governing the Company's operations; potential cybersecurity attacks; increased requirements and costs related to cybersecurity; the Company's ability to realize the benefits of third party licensing agreements; the Company's ability to obtain and maintain intellectual property protection for Ainos product candidates; compliance with applicable laws, regulations and tariffs; and the Company's success in managing the growth. A more complete description of these risk factors and others is included in the "Risk Factors" section of Ainos' most recent Annual Report on Form 10-K/A and other reports filed with the U.S. Securities and Exchange Commission, many of which risks are beyond the Company's control. In addition to the risks described above and in the Company's Form 10-K/A, other unknown or unpredictable factors also could cause actual results to differ materially from the projections, forecasts, estimates and expectations discussed in this press release.

The forward-looking statements made in this press release are expressly qualified in their entirety by the foregoing cautionary statements. Ainos undertakes no obligation to, and expressly disclaims any such obligation to, publicly update or revise any forward-looking statement to reflect changed assumptions, the occurrence of anticipated or unanticipated events or changes to the future results over time or otherwise, except as required by law.

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Investor Relations Contact

ICR, LLC

Robin Yang

Tel: +1 646-224-6971

Email: Ainos.IR@icrinc.com

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XML

Cover	May 16, 2023
Cover [Abstract]
Entity Registrant Name	AINOS, INC
Entity Central Index Key	0001014763
Document Type	8-K
Amendment Flag	false
Entity Emerging Growth Company	false
Document Period End Date	May 16, 2023
Entity Incorporation State Country Code	TX
Entity File Number	0-20791
Entity Tax Identification Number	75-1974352
Entity Address Address Line 1	8880 Rio San Diego Drive
Entity Address Address Line 2	Ste. 800
Entity Address City Or Town	San Diego
Entity Address State Or Province	CA
Entity Address Postal Zip Code	92108
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
City Area Code	858
Local Phone Number	869-2986