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): December 7, 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)

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

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))

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 5.07(b). Submission of Matters to a Vote of Security Holders.

At the Annual Meeting of Ainos, Inc. (the “Company”) held on Friday, December 8, 2023, 9:30 a.m., Taiwan Standard Time [December 7, 2023, Thursday, 5:30 p.m. Pacific Standard Time] (the “Annual Meeting”), the Company’s stockholders voted upon the following three (3) proposals, each of which is described in more detail in the Company’s Definitive Proxy Statement (the “Proxy Statement”). The final vote results for each proposal were as follows:

Proposal 1: To ratify the appointment of KCCW Accountancy Corp. as the Company‘s independent registered public accounting firm for the Company’s fiscal year ended December 31, 2023.

The appointment of KCCW Accountancy Corp. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 was ratified by the stockholders, by the vote indicated below:

FOR	AGAINST	ABSTAIN / WITHHELD	BROKER NON-VOTES
15,860,491 (78.15%)	118,473 (0.58%)	2,569 (0.01%)	0

Proposal 2: To approve, by non-binding vote, the Advisory Approval of Executive Compensation Fiscal 2022 compensation paid to the Company's named executive officers, as disclosed in the Company's proxy statement (“Say-on-Pay”).

The Company’s stockholders approved, on an advisory non-binding basis, the compensation of the named executive officers of the Company, as disclosed in the Proxy Statement, by the vote indicated below:

FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
14,348,052 (70.70%)	45,010 (0.22%)	4,192 (0.02%)	1,584,279

Proposal 3: To recommend, by non-binding vote, the frequency of executive compensation votes of our Named Executives (“Say-on-Frequency”).

The Company’s stockholders voted, on an advisory non-binding basis, for the frequency of future advisory votes on compensation for the Company’s Named Executive Officers, the results of which are indicated below:

EVERY ONE YEAR	EVERY TWO YEARS	EVERY THREE YEARS	ABSTAIN
668,346 (3.29%)	9,657 (0.04%)	13,714,238 (67.58%)	5,013 (0.02%)

Item 5.07(d). Submission of Matters to a Vote of Security Holders.

At the Company’s Annual Meeting, the Company’s stockholders approved the frequency of future advisory votes on the compensation of our Named Executive Officers as set forth in the table described herein under Item 5.07(b), which is incorporated herein by this reference.

Based on the affirmative votes of the Company’s stockholders, which were consistent with the recommendation of the Company’s Board of Directors (the “Board”), the Board has determined that the Company will continue to hold an advisory vote on the compensation of the Named Executive Officers every three (3) years until the next vote on the frequency of holding such advisory votes.

Item 9.01. Financial Statements and Exhibits.

Exhibit	Description
104	Cover Page Interactive Data File (formatted as Inline XBRL)

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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:  December 8, 2023	By:	/s/ Chun-Hsien Tsai
		Name: Chun-Hsien Tsai
		Title: Chief Executive Officer

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XML

Cover	Dec. 07, 2023
Document Information Line Items
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	Dec. 07, 2023
Entity File Number	0-20791
Entity Incorporation State Country Code	TX
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
City Area Code	858
Local Phone Number	869-2986
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Common Stock [Member]
Document Information Line Items
Security 12b Title	Common Stock, par value $0.01 per share
Trading Symbol	AIMD
Security Exchange Name	NASDAQ
Warrant [Member]
Document Information Line Items
Security 12b Title	Warrants to purchase Common Stock
Trading Symbol	AIMDW
Security Exchange Name	NASDAQ