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): October 16, 2024

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:

Securities registered pursuant to Section 12(b) of the Act:

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.

As previously reported, on August 1, 2021, Ainos, Inc. ( the “Company”) entered into a five-year product development agreement (the “Product Development Agreement”) with Taiwan Carbon Nano Technology Corporation (“TCNT”), as amended on January 9, 2024 and July 8, 2024, to co-develop pharmaceutical, medical device and other products defined in the agreement. TCNT controls the company via its majority interest in Ainos Inc., a Cayman Islands corporation (“Ainos KY”) and its direct ownership in the Company. Ainos KY is a shareholder of the Company and a party to certain previously disclosed Voting Agreements, and controls approximately 62.9% of the voting power of the Company as of October 17, 2024.

On October 16, 2024, the Company and TCNT entered into the third addendum to the Product Development Agreement (the “Third Addendum Agreement”) to add co-development, exclusive sales rights and patent authorization of certain nitrogen-oxygen separation machine for certain medical applications. Pursuant to the Third Addendum Agreement, TCNT also agreed to change the grant of non-exclusive use of patents to exclusive use of patents to the Company. The fee for the exclusive use of patents, as outlined in the Third Addendum Agreement, is $50,000 per month (plus 5% sales tax) for one year starting from October 16, 2024. The parties may negotiate payment terms and subsequent licensing methods thereafter.

The foregoing description of the Third Addendum Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Addendum Agreement, an English translation of which is filed with this current report on Form 8-K as Exhibit 10.1 and is hereby incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

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.