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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): March 30, 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.) |
8880
Rio San Diego Drive, Ste.
800, San
Diego, CA 92108
(858)
869-2986 |
| (Address
and telephone number, including area code, of registrant’s principal executive offices) |
(Former
name or former address if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, par value $0.01 per share |
|
AIMD |
|
The
Nasdaq Stock Market LLC |
| Warrants
to purchase Common Stock |
|
AIMDW |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
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
2.02 Results of Operations and Financial Condition
On
March 30, 2026, Ainos, Inc. (the “Company”) announced its financial results for the year ended December 31, 2025. A copy
of the press release is furnished as Exhibit 99.1 and is incorporated herein by reference.
The
information contained in Item 2.02 (including Exhibit 99.1) shall not be deemed to be “filed” for the purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that
section, and such information is not incorporated by reference into any registration statements or other document filed under the Securities
Act of 1933, as amended or the Exchange Act, regardless of the general incorporation language contained in such filing, except as shall
be expressly set forth by specific reference to this filing.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
Number |
|
Exhibits |
| 99.1 |
|
Ainos, Inc. press release dated March 30, 2026, announcing fiscal year ended 2025 financial results |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
Ainos,
Inc. |
| |
|
| Date:
March 30, 2026 |
By: |
/s/
Chun-Hsien Tsai |
| |
Name: |
Chun-Hsien
Tsai |
| |
Title: |
Chief
Executive Officer |
Exhibit
99.1
Ainos
Reports Full Year 2025 Financial Results and Highlights Commercial Momentum Entering 2026
AI
Nose drove 499% revenue growth in 2025, with gross margin turning positive to 82.9%
2025
partnerships now driving scaled AI Nose deployments in 2026, supported by disciplined financing
HOUSTON,
TX / ACCESS Newswire / March 30, 2026 / Ainos, Inc. (NASDAQ: AIMD)(NASDAQ: AIMDW) (“Ainos” or the “Company”)
today reported financial results for the year ended December 31, 2025 and outlined commercialization momentum entering 2026.
During
2025, Ainos expanded its industrial ecosystem of AI Nose platform across semiconductor, smart factory, robotics, and industrial AI environments,
establishing the foundation for deployment-driven growth. AI Nose deployments combine hardware sensing with recurring software and data
monetization through Smell ID and the Smell Language Model (SLM).
“2025
marked our transition in expanding AI Nose’s commercial focus from healthcare into industrial markets. Our focus in 2025 was building
the platform and partnerships required for scale,” said Eddy Tsai, Chairman and CEO of Ainos. “As we enter 2026, that groundwork
is translating into operational momentum, with early AI Nose deployments underway, particularly in semiconductor environments. As deployments
expand, AI Nose generates Smell ID data that continuously trains our SLM, reinforcing our long-term data advantage.”
“In
2025 we maintained a disciplined financial approach while supporting SmellTech platform’s scale. Total revenue increased approximately
499% year over year, mainly reflecting progress in our AI Nose commercialization. Gross margin improved significantly to approximately
82.9% in 2025, compared to a gross loss in 2024. Total operating expenses, excluding share-based compensation, depreciation and amortization,
decreased 9% year-over-year, reflecting operational discipline as we prepare for deployment-driven growth, while reported operating expense
increased about 2%,” Christopher Lee, CFO, commented.
“Subsequent
to year-end, we strengthened our financial position through a New Taiwan Dollar 90 million financing (approximately USD$2,820,000), providing
additional liquidity to support ongoing operations and deployment execution. This capital enhances our flexibility as we scale AI Nose
commercialization while maintaining a disciplined approach to capital allocation,” Lee added.
Semiconductor
Deployment Scaling Gains Momentum in 2026
In
2026, Ainos has launched early-stage deployments of AI Nose systems across semiconductor environments, including:
| ● | ~200
systems for deployment in front-end wafer fabrication facilities targeted for 1Q 2026 for
technical validation, supporting potential commercial integration. |
| ● | ~1,400
systems under a three-year $2.1 million deployment in semiconductor packaging and testing
environments, targeted for completion in Q2 2026, with deposits received, and a roadmap contemplated
to scale to up to 20,000 systems, subject to validation and contractual conversion. |
These
deployments aim to support system integration and real-world data generation in demanding semiconductor environments, serve as a foundation
for scaled commercial rollout and revenue activation over time.
“We
believe scent intelligence represents a new perception layer for artificial intelligence in the physical world, enabling machines to
interpret environmental signals that previously could not be digitized,” Mr. Tsai concluded.
About
AI Nose
AI
Nose digitizes scent into Smell ID, an AI-driven form of scent intelligence. The full-stack electronic nose platform integrates high-precision
MEMS sensor arrays with proprietary AI algorithms designed to support ppb-level scent detection sensitivity, subject to application conditions
and deployment configurations. Smell ID converts analog scent signals into structured, actionable data, while the proprietary Smell Language
Model (SLM) is designed to learn, classify, and contextualize complex scent patterns over time.
Built
upon more than a decade of accumulated scent data and deep medtech expertise, AI Nose is designed to support continuous monitoring, predictive
analysis, and real-time alerts across industrial and manufacturing environments. AI Nose is offered under a SmellTech-as-a-Service architecture,
intended to support ongoing access to scent intelligence, analytics, and AI-driven insights through subscription-based deployment models.
About
Ainos, Inc.
Ainos,
Inc. (NASDAQ:AIMD) is a dual-platform AI and biotech company pioneering smelltech and immune therapeutics. Its AI Nose platform and smell
language model (SLM) digitize scent into Smell ID, a machine-readable data format, powering intelligent sensing across robotics, smart
factories, and healthcare. The company also develops VELDONA®, a low-dose oral interferon targeting rare, autoimmune,
and infectious diseases. Ainos, a fusion of “AI” and “Nose,” is redefining machine perception for the sensory
age. To learn more, visit https://www.ainos.com. Follow Ainos on X, formerly known as Twitter, (@AinosInc) and LinkedIn to stay up-to-date.
Forward-Looking
Statements
Certain
statements in this press release are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are forward-looking
statements. Forward-looking statements are based on management’s current assumptions and expectations of future events and trends,
which affect or may affect the Company’s business, strategy, operations or financial performance, and actual results and other
events may differ materially from those expressed or implied in such statements due to numerous risks and uncertainties. Forward-looking
statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. There are a number of
important factors that could cause actual results, developments, business decisions or other events to differ materially from those contemplated
by the forward-looking statements in this press release. These factors include, among other things, our expectation that we will incur
net losses for the foreseeable future; our ability to become profitable; our ability to raise additional capital to continue our product
development; our ability to accurately predict our future operating results; our ability to advance our current or future product candidates
through clinical trials, obtain marketing approval and ultimately commercialize any product candidates we develop; the ability to obtain
and maintain regulatory approval of our product candidates; delays in completing the development and commercialization of our current
and future product candidates; developing and commercializing additional products, including diagnostic testing devices; our ability
to compete in the marketplace; compliance with applicable laws, regulations and tariffs, and factors described in the Risk Factors section
of our public filings with the Securities and Exchange Commission (SEC). Because forward-looking statements are inherently subject to
risks and uncertainties, you should not rely on these forward-looking statements as predictions of future events. These forward-looking
statements speak only as of the date of this press release and, except to the extent required by applicable law, the Company undertakes
no obligation to update or revise these statements, whether as a result of any new information, future events and developments or otherwise.
Contact
Information
Investor Relations
ir@ainos.com
Ainos,
Inc.
Consolidated
Balance Sheets
| | |
December 31, | |
| | |
2025 | | |
2024 | |
| Assets | |
| | |
| |
| Current assets: | |
| | | |
| | |
| Cash and cash equivalents | |
$ | 417,353 | | |
$ | 3,892,919 | |
| Accounts receivable | |
| 22 | | |
| 56 | |
| Inventory, net | |
| 295,565 | | |
| 143,756 | |
| Other current assets | |
| 425,859 | | |
| 301,077 | |
| Total current assets | |
| 1,138,799 | | |
| 4,337,808 | |
| Intangible assets, net | |
| 19,226,003 | | |
| 23,748,328 | |
| Property and equipment, net | |
| 343,281 | | |
| 559,645 | |
| Other assets | |
| 163,025 | | |
| 174,418 | |
| Total assets | |
$ | 20,871,108 | | |
$ | 28,820,199 | |
| | |
| | | |
| | |
| Liabilities and Stockholders’ Equity | |
| | | |
| | |
| Current liabilities: | |
| | | |
| | |
| Contract liabilities | |
$ | 350,000 | | |
$ | 106,329 | |
| Convertible notes payable | |
| - | | |
| 3,000,000 | |
| Accrued expenses and other current liabilities | |
| 728,683 | | |
| 848,615 | |
| Total current liabilities | |
| 1,078,683 | | |
| 3,954,944 | |
| Convertible notes payable - noncurrent | |
| 11,000,000 | | |
| 9,000,000 | |
| Other long-term liabilities | |
| 1,229,843 | | |
| 348,945 | |
| Total liabilities | |
| 13,308,526 | | |
| 13,303,889 | |
| Commitments and contingencies | |
| | | |
| | |
| Stockholders’ equity: | |
| | | |
| | |
| Preferred stock, $0.01 par value; 50,000,000 shares authorized as of December 31, 2025 and 2024, respectively; none issued and outstanding | |
| - | | |
| - | |
| Common stock, $0.01 par value; 300,000,000 shares authorized as of December 31, 2025 and 2024; 6,982,675 shares and 3,085,477 shares issued and 5,882,675 and 3,085,477 shares outstanding as of December 31, 2025 and 2024, respectively | |
| 69,827 | | |
| 30,854 | |
| Treasury stock, at cost (1,160,000 and nil shares held as of December 31, 2025 and 2024, respectively) | |
| (1,972,000 | ) | |
| - | |
| Additional paid-in capital | |
| 77,234,374 | | |
| 68,644,301 | |
| Accumulated deficit | |
| (67,520,328 | ) | |
| (52,749,316 | ) |
| Accumulated other comprehensive loss - translation adjustment | |
| (249,291 | ) | |
| (409,529 | ) |
| Total stockholders’ equity | |
| 7,562,582 | | |
| 15,516,310 | |
| Total liabilities and stockholders’ equity | |
$ | 20,871,108 | | |
$ | 28,820,199 | |
Ainos,
Inc.
Consolidated
Statements of Operations
| | |
Years ended December 31, | |
| | |
2025 | | |
2024 | |
| Revenues | |
$ | 124,157 | | |
$ | 20,729 | |
| Cost of revenues | |
| (21,246 | ) | |
| (52,595 | ) |
| Gross profit (loss) | |
| 102,911 | | |
| (31,866 | ) |
| | |
| | | |
| | |
| Operating expenses: | |
| | | |
| | |
| Research and development expenses | |
| 7,749,772 | | |
| 8,413,923 | |
| Selling, general and administrative expenses | |
| 6,343,547 | | |
| 5,395,415 | |
| Total operating expenses | |
| 14,093,319 | | |
| 13,809,338 | |
| Loss from operations | |
| (13,990,408 | ) | |
| (13,841,204 | ) |
| | |
| | | |
| | |
| Non-operating income (expenses), net | |
| | | |
| | |
| Interest expense | |
| (711,903 | ) | |
| (616,467 | ) |
| Issuance cost of senior secured convertible note measured at fair value | |
| - | | |
| (308,336 | ) |
| Fair value change of senior secured convertible note | |
| - | | |
| (275,624 | ) |
| Other income (expenses), net | |
| (67,901 | ) | |
| 179,270 | |
| Total non-operating expenses, net | |
| (779,804 | ) | |
| (1,021,157 | ) |
| Net loss before income taxes | |
| (14,770,212 | ) | |
| (14,862,361 | ) |
| Provision for income taxes | |
| 800 | | |
| 800 | |
| Net loss | |
$ | (14,771,012 | ) | |
$ | (14,863,161 | ) |
