FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Ainos, Inc. [ AIMD ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/22/2024 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 11/26/2024 | A | 225,032(1)(2)(3) | A | $0.46 | 547,862 | D | |||
Common Stock | 11/22/2024 | A | 4,000(4) | A | $0.46 | 326,830 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
RSU(1)(2)(3) | (1)(2)(3) | 11/26/2024 | C | 225,032 | (1)(2)(3) | (1)(2)(3) | Common Stock | 225,032 | (1)(2)(3) | 0 | D | ||||
RSU(4) | (4) | 11/22/2024 | A | 4,000 | (4) | (4) | Common Stock | 4,000 | (4) | 4,000 | D | ||||
RSU(4) | (4) | 11/26/2024 | C | 4,000 | (4) | (4) | Common Stock | 4,000 | (4) | 0 | D |
Explanation of Responses: |
1. As previously disclosed, reference is made to 116,743 RSUs granted under the Ainos, Inc. 2023 Stock Incentive Plan (the "2023 Plan") on September 15, 2024, with various vesting dates. Each RSU represents a right to receive one (1) share of common stock upon vesting and the expiration of any applicable restricted period or, if approved, the cash value thereof (or any combination thereof). Holders of RSUs have no rights or privileges as stockholders. On November 22, 2024, the compensation committee of the board of directors of Ainos, Inc. approved the acceleration of the vesting schedule of the RSUs granted to the Reporting Person, such that all grants vested on November 26, 2024. |
2. As previously disclosed, reference is made to 50,000 RSUs that were granted pursuant to an employment Mandate Agreement dated March 17, 2022 and under the Company's 2021 Stock Incentive Plan, and as amended by its 2023 Stock Incentive Plan, adjusted to 10,000 shares giving effect to the 1 for 5 reverse share split (the "Reverse Split") on December 14, 2023, with various vesting dates. On November 22, 2024, the compensation committee of the board of directors of Ainos, Inc. approved the acceleration of the vesting schedule of the RSUs granted to the Reporting Person, such that all grants vested on November 26, 2024. |
3. As previously disclosed, reference is made to 870,000 RSUs that were granted on August15,2023, adjusted to 174,000 shares giving effect to the Reverse Split , pursuant to the Company's 2023 Stock Incentive Plan, with various vesting dates. On November 22, 2024, the compensation committee of the board of directors of Ainos, Inc. approved the acceleration of the vesting schedule of the RSUs granted to the Reporting Person, such that all grants vested on November 26, 2024. |
4. Reference is made to the 4,000 RSUs granted to the Reporting Person as special stock awards on November 22, 2024. The special stock awards have been approved by the stockholders of Ainos, Inc. on September 27, 2024. |
/s/ Chun-Hsien Tsai | 11/27/2024 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |