Form 8-K

8-K — Ainos, Inc.

Accession: 0001493152-26-022751

Filed: 2026-05-13

Period: 2026-05-13

CIK: 0001014763

SIC: 3577 (COMPUTER PERIPHERAL EQUIPMENT, NEC)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

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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)

the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): May 13, 2026

AINOS,

INC.

(Exact

name of registrant as specified in its charter)

Texas

001-41461

75-1974352

(State

or other Jurisdiction

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 ☐

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

May 13, 2026, Ainos, Inc. (the “Company”) reported its financial results for the quarter ended March 31, 2026. A copy of

the press release issued by the Company in this connection is furnished herewith as Exhibit 99.1.

The

information in this Item in this Current Report on Form 8-K and Exhibit 99.1 attached hereto are being furnished and shall not be deemed

“filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject

to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933,

as amended or the Exchange Act, regardless of any general incorporation language in such filing.

Item

9.01 Financial Statement and Exhibits

(d)

Exhibits.

Exhibit

No.

Description

99.1

Press Release dated May 13, 2026, issued by the Ainos, Inc.

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:

May 13, 2026

By:

/s/

Chun-Hsien Tsai

Name:

Chun-Hsien

Tsai

Title:

Chief

Executive Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Ainos

Reports First Quarter 2026 Financial Results and Highlights Smell AI Execution Across Semiconductors and Healthcare Infrastructure Markets

HOUSTON,

TX / ACCESS Newswire / May 13, 2026 / Ainos, Inc. (NASDAQ:AIMD, AIMDW) (“Ainos” or the “Company”) today announced

financial results for the first quarter ended March 31, 2026 and provided a business update on recent execution progress for AI Nose

across semiconductors and healthcare infrastructure applications.

During

the first quarter of 2026, Ainos continued executing its commercialization priorities for AI Nose across industrial infrastructure environments

while continuing to expand its Smell ID datasets and refine its Smell Language Model (“SLM”) through deployment and pilot

activities.

“Our

first quarter progress reflects a continued transition from validation activities toward broader enterprise-level infrastructure deployment

readiness,” said Eddy Tsai, Chairman, President and CEO of Ainos. “We believe the operational milestones achieved during

the quarter has strengthened the foundation for future scalable commercialization of Smell AI – powered by AI Nose.”

“In

addition to our progress in semiconductor environments, we are expanding AI Nose deployment into healthcare infrastructure settings,

including hospital utility systems, laboratory environments, HVAC-related monitoring, MRI-related environments, and critical infrastructure

safety applications. We believe this represents an important long-term application category for AI-driven environmental intelligence,

by enabling continuous monitoring, anomaly awareness, and operational stability for hospital operation,” Mr. Tsai concluded.

Christopher

Lee, Chief Financial Officer of Ainos, added, “During the first quarter, we strengthened our balance sheet and liquidity position

through the previously announced NT$90 million (approximately US$2.8 million) financing arrangement while maintaining operating discipline

as we advanced commercialization activities. Reported operating expenses declined approximately 30% year-over-year to approximately US$2.28

million.”

“Revenue

during the quarter reflected the Company’s ongoing transition toward industrial and infrastructure-focused AI Nose deployments,

which remain in earlier stages of commercialization and validation. We believe our current execution priorities will help support broader

revenue generation opportunities in the second half of 2026,” Mr. Lee added.

First

Quarter 2026 and Recent Operational Highlights

●

Continued deployment activities associated with the previously announced approximately three-year $2.1 million AI Nose commercial arrangement

in backend semiconductor manufacturing environments, targeting approximately 1400 AI Nose systems

●

Initiated pilot and validation activities in selected front-end semiconductor environments

●

Expanded industrial commercialization initiatives through a distribution partnership supporting front-end semiconductor opportunities

●

Continued robotics integration and pilot activities involving robotic and quadruped systems

●

Continued development of Smell ID datasets and Smell Language Model capabilities through deployment and pilot activities

●

Continued optimization of AI Nose’s near-threshold sensing and pattern-recognition capabilities through ongoing deployment and

validation activities, supporting earlier identification of environmental anomalies across customer environments

The

Company believes that enterprise adoption of AI-driven environmental intelligence technologies is typically driven by structured implementation

roadmap with phased validation, infrastructure integration, and staged deployment. Ainos is aligning its commercialization strategy with

these anticipated enterprise adoption patterns as it advances AI Nose across semiconductor, healthcare infrastructure, robotics, and

industrial markets.

Ainos

remains focused on execution, deployment readiness, Smell ID dataset expansion, Smell Language Model development, and strategic commercial

expansion, supporting its long-term objective of advancing AI Nose as a scalable Smell AI platform for real-world infrastructure environments.

About

AI Nose

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.

Condensed

Consolidated Balance Sheets

March 31, 2026

December 31, 2025

(Unaudited)

Assets

Current assets:

Cash and cash equivalents

$ 2,841,422

$ 417,353

Accounts receivable

Inventory, net

315,643

295,565

Other current assets

362,527

425,859

Total current assets

3,519,615

1,138,799

Intangible assets, net

18,110,834

19,226,003

Property and equipment, net

290,078

343,281

Other assets

161,056

163,025

Total assets

$ 22,081,583

$ 20,871,108

Liabilities and Stockholders’ Equity

Current liabilities:

Contract liabilities

$ 350,000

Convertible notes payable - Related parties - current

2,000,000

Loan payable to related parties

2,812,940

Accrued expenses and others current liabilities

1,183,539

728,683

Total current liabilities

6,346,479

1,078,683

Convertible notes payable - Related parties - noncurrent

9,000,000

11,000,000

Other long-term liabilities

1,043,158

1,229,843

Total liabilities

16,389,637

13,308,526

Commitments and contingencies

Stockholders’ equity:

Preferred stock, $0.01 par value; 50,000,000 shares authorized; none issued and outstanding as of March 31, 2026 and December 31, 2025

Common stock, $0.01 par value; 300,000,000 shares authorized as of March 31, 2026 and December 31, 2025, 7,266,011 and 6,982,675 shares issued and 6,106,011 and 5,822,675 shares outstanding as of March 31, 2026, and December 31, 2025, respectively

72,660

69,827

Treasury stock, at cost (1,160,000 shares held as of March 31, 2026 and December 31, 2025)

(1,972,000 )

Additional paid-in capital

77,833,141

77,234,374

Accumulated deficit

(69,980,128 )

(67,520,328 )

Accumulated other comprehensive loss

(261,727 )

(249,291 )

Total stockholders’ equity

5,691,946

7,562,582

Total liabilities and stockholders’ equity

$ 22,081,583

$ 20,871,108

Ainos,

Inc.

Condensed

Consolidated Statements of Operations

(Unaudited)

Three

months ended

March

31,

2026

2025

Revenues

$ 161

$ 106,207

Cost of revenues

(763 )

(18,233 )

Gross profit (loss)

(602 )

87,974

Operating expenses:

Research and development

1,689,860

1,724,084

Selling,

general and administrative

593,185

1,526,761

Total

operating expenses

2,283,045

3,250,845

Loss from operations

(2,283,647 )

(3,162,871 )

Non-operating (expenses) income, net:

Interest expense

(176,876 )

(180,445 )

Other income, net

723

57,294

Total

non-operating expenses, net

(176,153 )

(123,151 )

Net loss before income taxes

(2,459,800 )

(3,286,022 )

Provision for income taxes

Net loss

$ (2,459,800 )

$ (3,286,022 )

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