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    SEC Form 10-Q filed by Ainos Inc.

    8/13/25 4:15:47 PM ET
    $AIMD
    Biotechnology: Pharmaceutical Preparations
    Health Care
    Get the next $AIMD alert in real time by email
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    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

    FORM 10-Q

     

    (Mark One)

     

    ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

     

    For the quarterly period ended June 30, 2025

     

    or

     

    ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

     

    For the transition period from____to____

     

    Commission File No. 001-41461

     

    AINOS, INC.

    (Exact name of registrant as specified in its charter)

     

    texas   75-1974352
    (State or other jurisdiction of
    incorporation or organization)
     

    (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

     

    Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

     

    Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

     

    Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

     

    Large accelerated filer ☐ Accelerated filer ☐
    Non-accelerated filer ☒ Smaller reporting company ☒
      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. ☐

     

    Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) ☐ Yes ☒ No

     

    4,657,861 shares of common stock, par value $0.01 per share, outstanding as of August 13, 2025

     

     

     

     

     

     

    AINOS, INC.

    INDEX

     

         

    PAGE

    NO.

    PART I: FINANCIAL INFORMATION   3
    ITEM 1. Financial Statements   3
      Condensed Balance Sheets – June 30, 2025 (unaudited) and December 31, 2024   3
      Condensed Statements of Operations – Three and six Months Ended June 30, 2025 and 2024 (unaudited)   4
      Condensed Statements of Comprehensive Loss – Three and six Months Ended June 30, 2025 and 2024 (unaudited)   5
      Condensed Statements of Stockholders’ Equity– Three Months Ended June 30, 2025 and 2024 (unaudited)   6
      Condensed Statements of Stockholders’ Equity– Six Months Ended June 30, 2025 and 2024 (unaudited)   7
      Condensed Statements of Cash Flows – Six Months Ended June 30, 2025 and 2024 (unaudited)   8
      Notes to Condensed Financial Statements (unaudited)   9
    ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations   19
    ITEM 3. Quantitative and Qualitative Disclosures About Market Risk   26
    ITEM 4. Controls and Procedures   27
           
    PART II: OTHER INFORMATION   27
    ITEM 1. Legal Proceedings   27
    ITEM 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities   28
    ITEM 3. Defaults Upon Senior Securities   28
    ITEM 4. Mine Safety Disclosures   28
    ITEM 5. Other Information   28
    ITEM 6. Exhibits   29
    Signatures   30

     

    2

     

     

    PART I - FINANCIAL INFORMATION

     

    ITEM 1. Financial Statements

     

    Ainos, Inc.

    Condensed Balance Sheets

     

       June 30,   December 31, 
       2025   2024 
       (Unaudited)     
    Assets          
    Current assets:          
    Cash and cash equivalents  $1,223,184   $3,892,919 
    Accounts receivable   187    56 
    Inventory, net   160,057    143,756 
    Other current assets   350,549    301,077 
    Total current assets   1,733,977    4,337,808 
    Intangible assets, net   21,505,821    23,748,328 
    Property and equipment, net   495,109    559,645 
    Other assets   187,269    174,418 
    Total assets  $23,922,176   $28,820,199 
               
    Liabilities and Stockholders’ Equity          
    Current liabilities:          
    Contract liabilities  $-   $106,329 
    Convertible notes payable (including amounts of related party of nil and $2,000,000 as of June 30, 2025, and December 31, 2024, respectively)   -    3,000,000 
    Accrued expenses and others current liabilities   602,782    848,615 
    Total current liabilities   602,782    3,954,944 
    Convertible notes payable - noncurrent (including amounts of related party of $11,000,000 and $9,000,000 as of June 30, 2025 and December 31, 2024, respectively)   11,000,000    9,000,000 
    Other long-term liabilities   876,608    348,945 
    Total liabilities   12,479,390    13,303,889 
    Commitments and contingencies   -    - 
    Stockholders’ equity:          
    Preferred stock, $0.01 par value; 50,000,000 shares authorized; none issued and outstanding as of June 30, 2025, and December 31, 2024, respectively   -    - 
    Common stock, $0.01 par value; 300,000,000 shares authorized as of June 30, 2025, and December 31, 2024, 4,267,990 and 3,085,477 shares issued and outstanding as of June 30, 2025, and December 31, 2024, respectively(1)   42,680    30,854 
    Additional paid-in capital   71,668,502    68,644,301 
    Accumulated deficit   (60,120,328)   (52,749,316)
    Accumulated other comprehensive loss   (148,068)   (409,529)
    Total stockholders’ equity   11,442,786    15,516,310 
    Total liabilities and stockholders’ equity  $23,922,176   $28,820,199 

     

    (1)The Company effected a reverse stock split of its outstanding shares of common stock on June 30,2025, where every five shares of its common stock issued and outstanding was converted into one share of common stock. Any fractional post-split shares as a result of the reverse split were rounded down to the nearest whole post-split share. Shareholders of the Company previously authorized the Board of Directors to approve a reverse stock split at the annual meeting on 2025. All share amounts and per share amounts disclosed in this Quarterly Report on Form 10-Q have been adjusted to reflect the reverse stock split on a retroactive basis in all periods presented.

     

    Note that all share and per-share amounts have been adjusted retroactively to reflect a 1-for-5 reverse stock split, including rounding of fractional shares.

     

    See accompanying notes to condensed financial statements.

     

    3

     

     

    Ainos, Inc.

    Condensed Statements of Operations

    (Unaudited)

     

       2025   2024   2025   2024 
       Three months ended June 30,   Six months ended June 30, 
       2025   2024   2025   2024 
    Revenues   $4,663   $-   $110,870   $20,729 
    Cost of revenues   (937)   (25,373)   (19,170)   (52,127)
    Gross (loss) profit   3,726    (25,373)   91,700    (31,398)
    Operating expenses:                    
    Research and development expenses (including amounts of related party of $235,424 and $481,685 for the three and six months ended June 30, 2025, and $386,507 and $761,700 for the three and six months ended June 30, 2024, respectively)   1,911,800    1,978,756    3,635,884    4,063,404 
    Selling, general and administrative expenses   1,837,613    1,044,880    3,364,374    2,074,298 
    Total operating expenses    3,749,413    3,023,636    7,000,258    6,137,702 
    Loss from operating    (3,745,687)   (3,049,009)   (6,908,558)   (6,169,100)
    Non-operating (expenses) income, net                    
    Interest expenses   (177,957)   (118,759)   (358,402)   (167,455)
    Issuance cost   -    -    -    (138,992)
    Fair value change for senior secured convertible note   -    (66,844)   -    (98,412)
    Other income (expenses), net   (161,346)   39,590    (104,052)   64,127 
    Total non-operating (expenses) income, net   (339,303)   (146,013)   (462,454)   (340,732)
                         
    Net loss before income taxes   (4,084,990)   (3,195,022)   (7,371,012)   (6,509,832)
    Provision for income taxes   -    -    -    - 
    Net loss   $(4,084,990)  $(3,195,022)  $(7,371,012)  $(6,509,832)
                         
    Net loss per common share-basic and diluted  $(0.99)  $(2.45)  $(2.02)  $(5.30)
                         
    Weighted-average shares used in computing net loss per common share-basic and diluted(1)   4,122,131    1,303,802    3,649,994    1,229,029 

     

    (1)The Company effected a reverse stock split of its outstanding shares of common stock on June 30,2025, where every five shares of its common stock issued and outstanding was converted into one share of common stock. Any fractional post-split shares as a result of the reverse split were rounded down to the nearest whole post-split share. Shareholders of the Company previously authorized the Board of Directors to approve a reverse stock split at the annual meeting on 2025. All share amounts and per share amounts disclosed in this Quarterly Report on Form 10-Q have been adjusted to reflect the reverse stock split on a retroactive basis in all periods presented.

     

    Note that all share and per-share amounts have been adjusted retroactively to reflect a 1-for-5 reverse stock split, including rounding of fractional shares.

     

    See accompanying notes to condensed financial statements.

     

    4

     

     

    Ainos, Inc.

    Condensed Statements of Comprehensive Loss

    (Unaudited)

     

       2025   2024   2025   2024 
       Three months ended June 30,   Six months ended June 30, 
       2025   2024   2025   2024 
                     
    Net loss  $(4,084,990)  $(3,195,022)  $(7,371,012)  $(6,509,832)
    Other comprehensive loss:                    
    Translation adjustment   302,102    (44,646)   261,461    (109,915)
    Comprehensive loss  $(3,782,888)  $(3,239,668)  $(7,109,551)  $(6,619,747)

     

    See accompanying notes to condensed financial statements.

     

    5

     

     

    Ainos, Inc.

    Condensed Statements of Stockholders’ Equity

    For the three months ended June 30, 2025 and 2024

    (Unaudited)

     

       Shares   Amount   Shares   Amount   Shares   Amount   Capital   Deficit   Loss   Equity 
       Preferred Stock   Common Stock   Common Stock - to be issued   Additional Paid-in    Accumulated    Accumulated Other Comprehensive    Total Stockholders’  
       Shares   Amount   Shares(1)   Amount   Shares   Amount   Capital   Deficit   Loss   Equity 
    Balance at March 31, 2025   -   $-    3,443,032   $34,430    -   $-   $69,572,730   $(56,035,338)  $(450,170)  $13,121,652 
    Issuance of stock to settle vested RSUs   -    -    540,000    5,400    -    -    (5,400)   -    -    - 
    Issuance of common stock from at the market offering   -    -    256,502    2,565    -    -    702,188    -    -    704,753 
    Issuance of common stock for paying consulting fee   -    -    28,555    286    -    -    74,714    -    -    75,000 
    Fractional shares paid out in cash for the reverse stock split   -    -    (99)   (1)   -    -    (259)   -    -    (260)
    Share-based compensation   -    -    -    -    -    -    1,324,529    -    -    1,324,529 
    Net loss   -    -    -    -    -    -    -    (4,084,990)   -    (4,084,990)
    Translation adjustment   -    -    -    -    -    -    -    -    302,102    302,102 
    Balance at June 30, 2025   -   $-    4,267,990   $42,680    -   $-   $71,668,502   $(60,120,328)  $(148,068)  $11,442,786 
                                                       
    Balance at March 31, 2024   -   $-    1,228,901   $12,289    54   $1   $64,203,210   $(41,200,965)  $(335,742)  $22,678,793 
    Conversion of convertible notes payable to common stock   -    -    248,833    2,488    -    -    848,289    -    -    850,777 
    Share-based compensation   -    -    -    -    -    -    422,374    -    -    422,374 
    Net loss   -    -    -    -    -    -    -    (3,195,022)   -    (3,195,022)
    Translation adjustment   -    -    -    -    -    -    -    -    (44,646)   (44,646)
    Balance at June 30, 2024   -   $-    1,477,734   $14,777    54   $1   $65,473,873   $(44,395,987)  $(380,388)  $20,712,276 

     

    (1)The Company effected a reverse stock split of its outstanding shares of common stock on June 30,2025, where every five shares of its common stock issued and outstanding was converted into one share of common stock. Any fractional post-split shares as a result of the reverse split were rounded down to the nearest whole post-split share. Shareholders of the Company previously authorized the Board of Directors to approve a reverse stock split at the annual meeting on 2025. All share amounts and per share amounts disclosed in this Quarterly Report on Form 10-Q have been adjusted to reflect the reverse stock split on a retroactive basis in all periods presented.

     

    Notes that all share and per-share amounts have been adjusted retroactively to reflect a 1-for-5 reverse stock split, including rounding of fractional shares.

     

    See accompanying notes to condensed financial statements.

     

    6

     

     


    Ainos, Inc.

    Condensed Statements of Stockholders’ Equity

    For the six months ended June 30, 2025 and 2024

    (Unaudited)

     

       Preferred Stock   Common Stock   Common Stock - to be issued   Additional Paid-in    Accumulated    Accumulated Other Comprehensive    Total Stockholders’ 
       Shares   Amount   Shares(1)   Amount   Shares   Amount   Capital   Deficit   Loss   Equity 
    Balance at December 31, 2024   -   $-    3,085,477   $30,854    -   $-   $68,644,301   $(52,749,316)  $(409,529)  $15,516,310 
    Issuance of stock to settle vested RSUs   -    -    541,174    5,412    -    -    (5,412)   -    -    - 
    Issuance of stock to special stock award   -    -    350,500    3,505    -    -    858,725    -    -    862,230 
    Issuance of common stock from at the market offering   -    -    262,383    2,624    -    -    716,734    -    -    719,358 
    Issuance of common stock for paying consulting fee   -    -    28,555    286    -    -    74,714    -    -    75,000 
    Fractional shares paid out in cash for the reverse stock split   -    -    (99)   (1)   -    -    (259)   -    -    (260)
    Share-based compensation   -    -    -    -    -    -    1,379,699    -    -    1,379,699 
    Net loss   -    -    -    -    -    -    -    (7,371,012)   -    (7,371,012)
    Translation adjustment   -    -    -    -    -    -    -    -    261,461    261,461 
    Balance at June 30, 2025   -   $-    4,267,990   $42,680    -   $-   $71,668,502   $(60,120,328)  $(148,068)  $11,442,786 
                                                       
    Balance at December 31, 2023   -   $-    935,557   $9,355    32,467   $325   $62,594,529   $(37,886,155)  $(270,473)  $24,447,581 
    Balance   -   $-    935,557   $9,355    32,467   $325   $62,594,529   $(37,886,155)  $(270,473)  $24,447,581 
    Issuance of stock to settle vested RSUs   -    -    26,793    268    54    1    (269)   -    -    - 
    Conversion of senior secured convertible note payable to common stock   -    -    515,384    5,154    (32,467)   (325)   2,034,378    -    -    2,039,207 
    Related party used computer equipment   -    -    -    -    -    -    (4,428)   -    -    (4,428)
    Warrants issued in connection with senior secured convertible note payable   -    -    -    -    -    -    1,586    -    -    1,586 
    Share-based compensation   -    -    -    -    -    -    848,077    -    -    848,077 
    Net loss   -    -    -    -    -    -    -    (6,509,832)   -    (6,509,832)
    Translation adjustment   -    -    -    -    -    -    -    -    (109,915)   (109,915)
    Balance at June 30, 2024   -   $-    1,477,734   $14,777    54   $1   $65,473,873   $(44,395,987)  $(380,388)  $20,712,276 
    Balance   -   $-    1,477,734   $14,777    54   $1   $65,473,873   $(44,395,987)  $(380,388)  $20,712,276 

     

    (1)The Company effected a reverse stock split of its outstanding shares of common stock on June 30,2025, where every five shares of its common stock issued and outstanding was converted into one share of common stock. Any fractional post-split shares as a result of the reverse split were rounded down to the nearest whole post-split share. Shareholders of the Company previously authorized the Board of Directors to approve a reverse stock split at the annual meeting on 2025. All share amounts and per share amounts disclosed in this Quarterly Report on Form 10-Q have been adjusted to reflect the reverse stock split on a retroactive basis in all periods presented.

     

    Note that all share and per-share amounts have been adjusted retroactively to reflect a 1-for-5 reverse stock split, including rounding of fractional shares.

     

    See accompanying notes to condensed financial statements.

     

    7

     

     

    Ainos, Inc.

    Condensed Statements of Cash Flows

    (Unaudited)

     

        2025     2024  
        Six months ended June 30,  
        2025     2024  
    Cash flows from operating activities:                
    Net loss   $ (7,371,012)     $ (6,509,832)  
    Adjustments to reconcile net loss to net cash used in operating activities:                
    Depreciation and amortization     2,371,442       2,398,696  
    Share-based compensation expense     1,379,699       848,077  
    Stock issued for special stock bonus     862,230       -  
    Issuance of common stock for paying consulting fee     75,000       -  
    Issuance cost of senior secured convertible note measured at fair value     -       138,992  
    Change in fair value of senior secured convertible note measured at fair value     -       98,412  
    Changes in operating assets and liabilities:                
    Accounts receivable     (131)       446  
    Inventory     (16,301)       1,271  
    Other current assets     (49,472)       128,355  
    Accrued expenses and other current and long-term liabilities     173,545       (573,309)  
    Net cash used in operating activities     (2,575,000)       (3,468,892)  
    Cash flows from investing activities:                
    Purchase of property and equipment     (25,950)       (10,276)  
    Decrease (increase) in refundable deposits and other assets     7,905       (109,516)  
    Net cash used in investing activities     (18,045)       (119,792)  
    Cash flows from financing activities:                
    Proceeds from convertible notes payable, related party     -       9,000,000  
    Proceeds from senior secured convertible notes payable     -       875,000  
    Proceeds from at the market offering, net of issuance costs     719,358       -  
    Payments of issuance cost of senior secured convertible note measured at fair value     -       (97,500)  
    Repayment of convertible notes payable     (1,000,000)       -  
    Fractional shares paid out in cash for the reverse stock split     (260)       -  
    Net cash (used in) provided by financing activities     (280,902)       9,777,500  
    Effect from foreign currency exchange     204,212       (60,346)  
    Net (decrease) increase in cash and cash equivalents     (2,669,735)       6,128,470  
    Cash and cash equivalents at beginning of period     3,892,919       1,885,628  
    Cash and cash equivalents at end of period   $ 1,223,184     $ 8,014,098  
                     
    Noncash financing and investing activities                
    Conversion of senior secured convertible notes to common stock   $ -     $ 2,039,207  

     

    See accompanying notes to the condensed financial statements.

     

    8

     

     

    Ainos, Inc.

    Notes to Condensed Financial Statements

    (Unaudited)

     

    1. Description of Business

     

    Organization and Business

     

    Ainos, Inc. (the “Company”), incorporated in the State of Texas in 1984, is an artificial intelligence (“AI”) and healthcare company focused on the commercialization of proprietary scent digitization technology, AI-powered sensing solutions, point-of-care testing (“POCT”), and low-dose oral interferon therapeutics. We are advancing these technologies primarily through strategic partnerships.

     

    Our core scent digitization technology platform, AI Nose, is an AI-based electronic nose system that integrates gas sensors with a proprietary smell language model (“SLM”) algorithm, aiming to enable trainable and sensitive digital olfaction. We are developing this platform to digitize scent and volatile organic compound (“VOC”) data into Smell ID, a machine-readable format designed to enable intelligent scent-based applications across industries including robotics, smart manufacturing, and healthcare. We are positioning AI Nose as AI’s olfactory system.

     

    In parallel, we continue to develop therapeutic candidates based on VELDONA, our low-dose oral interferon platform, targeting rare, autoimmune, and infectious diseases. Our lead programs include candidates for the treatment of oral warts in HIV-positive patients, Sjögren’s syndrome, and feline chronic gingivostomatitis (“FCGS”). We have researched and developed VELDONA since our inception.

     

    Between 2021 and 2024, we expanded our intellectual property portfolio through transactions with our controlling shareholders, including Ainos, Inc., a Cayman Islands company (“Ainos KY”), and Taiwan Carbon Nano Technology Corporation (“TCNT”). These transactions included acquisitions and license agreements primarily involving patents and patent applications related to our AI Nose platform, and point-of-care testing (“POCT”) technologies.

     

    Underwritten Public Offering

     

    The Company’s registration statement related to its underwritten public offering (the “Offering”) was declared effective on August 8, 2022, and the Company’s common stock and warrants began trading on the Nasdaq Capital Market (the “Nasdaq”) on August 9, 2022 under the trading symbols “AIMD” and “AIMDW”, respectively.

     

    Reverse Stock Splits

     

    In connection with the Offering, the Company’s board of directors on April 29, 2022 and its shareholders on May 16, 2022 approved a 1-for-15 reverse stock split of the Company’s common stock that became effective on August 9, 2022. Further, to comply with Nasdaq’s minimum $1.00 per share continued listing rules, the Company filed a Certificate of Amendment to its Restated Certificate of Formation on November 27, 2023, to apply for another reverse stock split of the Company’s common stock at a ratio of 1-for-5 which was effectuated on December 14, 2023 after receiving required approvals. In addition, to comply with Nasdaq’s minimum $1.00 per share continued listing rules, the Company filed a Certificate of Amendment to its Restated Certificate of Formation on May 16, 2025, the Board approved for another reverse stock split of the Company’s common stock at a ratio of 1-for-5 which was effectuated on June 30, 2025 after receiving required approvals.

     

    The par value of $0.01 and authorized shares of the Company’s common stock remains the same and were not adjusted as a result of the reverse stock splits. All issued and outstanding common stock, restricted stock units (RSUs), outstanding convertible notes, warrants and options to purchase common stock and per share amounts contained in the financial statements have been retroactively adjusted to give effect to the reverse stock splits for all periods presented.

     

    9

     

     

    At The Market Offering Agreement

     

    On May 31, 2024, the Company entered into an At The Market Offering Agreement (the “ATM Agreement”), with H.C. Wainwright & Co., LLC or the Agent, pursuant to which the Company may issue and sell, from time to time, shares of its Common Stock, depending on market demand, with the Agent acting as the sales agent or principal (the “ATM Offering”). Sales of the Common Stock may be made by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) of the Securities Act of 1933, as amended (the “Securities Act”), including, without limitation, sales made directly on or through the Nasdaq Capital Market. The Agent will use its commercially reasonable efforts to sell the Shares requested by the Company to be sold on its behalf, consistent with the Agent’s normal trading and sales practices, under the terms and subject to the conditions set forth in the ATM Agreement. The Company has no obligation to sell any of the Shares. The Company may instruct the Agent not to sell the Shares if the sales cannot be effected at or above the price designated by the Company from time to time and the Company may at any time suspend sales pursuant to the ATM Agreement.

     

    The Company will pay the Agent placement fee of 3.0% of the gross sales price of the Shares sold by the Agent under the ATM Agreement. The Company has also agreed to reimburse the Agent for the fees and disbursements of its counsel, payable upon execution of the Sales Agreement, in an amount not to exceed $35,000 in addition to certain ongoing disbursements of its legal counsel up to $2,500 per calendar quarter. In addition, the Company has agreed to provide customary indemnification rights to the Agent.

     

    The aggregate market value of Shares eligible for sale in the ATM Offering and under the ATM Agreement will be subject to the limitations of General Instruction I.B.6 of Form S-3, to the extent required under such instruction. The prospectus supplement filed with the SEC on July 11, 2024, is offering Shares having an aggregate offering price of $1,840,350.

     

    The Company intends to use the net proceeds from the offering to fund the continued development of its product candidate and for general corporate purposes and working capital. The precise amount and timing of the application of these proceeds will depend upon a number of factors, such as the timing and progress of our research and development efforts, our funding requirements and the availability and costs of other funds.

     

    As of June 30, 2025, the Company sold an aggregate of 262,383 shares of the Company’s common stock under the ATM facility, and received $719,358 in net proceeds, after deducting commissions and expenses.

     

    2. Summary of Significant Accounting Policies

     

    Basis of Presentation

     

    The accompanying condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (the “GAAP”) and pursuant to the accounting disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these condensed financial statements should be read in conjunction with the financial statements and notes included in the Company’s audited financial statements as of and for the year ended December 31, 2024 contained in the Annual Report on Form 10-K filed with the SEC on March 7, 2025.

     

    In the opinion of management, the accompanying condensed financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods. The results for the three and six months ended June 30, 2025 are not necessarily indicative of the results to be expected for any subsequent quarter, the year ending December 31, 2025, or any other period.

     

    There have been no material changes to the Company’s significant accounting policies as described in the audited financial statements as of December 31, 2024.

     

    10

     

     

    Use of Estimates

     

    The preparation of condensed financial statements in conformity with GAAP requires management to make certain estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities and disclosures as of the date of the condensed financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates on various factors, including historical experience, and on various other assumptions that are believed to be reasonable under the circumstances, when these carrying values are not readily available from other sources. Significant items subject to estimates and assumptions include useful lives of property and equipment, valuation of stock option, warrants and convertible notes measured at fair value, and impairment testing of intangible assets. Actual results may differ from these estimates.

     

    Liquidity

     

    As of June 30, 2025, the Company had cash and cash equivalents of $1,223,184. The Company plans to finance its operations and development needs with its existing cash and cash equivalents, additional equity and/or debt financing arrangements. There can be no assurance that the Company will be able to obtain additional financing on terms acceptable to the Company, on a timely basis, or at all. If the Company is not able to obtain sufficient funds on acceptable terms when needed, the Company’s business, results of operations, and financial condition could be materially adversely impacted.

     

    On May 31, 2024, the Company entered into an At The Market Offering Agreement, or sales agreement, with H.C. Wainwright & Co., LLC or Wainwright, pursuant to which the Company may issue and sell, from time to time, shares of its common stock, the aggregate market value of Shares eligible for sale in the Offering and under the ATM Agreement will be subject to the limitations of General Instruction I.B.6 of Form S-3, to the extent required under such instruction. The prospectus supplement filed with the SEC on July 11, 2024, is offering Shares having an aggregate offering price of $1,840,350. As of June 30, 2025, the Company sold 262,383 shares of common stock under At The Market Offering Agreement, resulting in net proceeds of approximately $719,358.

     

    For the six months ended June 30, 2025, the Company generated a net loss of $7,371,012. The Company expects to continue incurring development expenses for the next twelve months as the Company advances our product development plans.

     

    The financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred net operating losses since inception and has an accumulated deficit as of June 30, 2025 of $60,120,328 and expects to incur additional losses and negative operating cash flows for at least the next twelve months. The Company’s ability to meet its obligations is dependent upon its ability to generate sufficient cash flows from operations and future financing transactions. Although management expects the Company will continue as a going concern, there is no assurance that management’s plans will be successful since the availability and amount of such funding is not certain. Accordingly, substantial doubt exists about the Company’s ability to continue as a going concern for at least one year from the issuance of these financial statements. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability of assets or the amounts and classifications of liabilities that may result from the possible inability of the Company to continue as a going concern.

     

    Segments

     

    Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the chief operating decision maker (the “CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s Chief Executive Officer is the Company’s CODM. The CODM reviews financial information prepared on the basis of accounting policy disclosed in its annual financial statement for purposes of making operating decisions, allocating resources, and evaluating financial performance of the Company. As such, the Company has determined that it operates as one operating segment.

     

    11

     

     

    Impairment of Intangible Assets

     

    The Company reviews its definite-lived intangibles and other long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be fully recoverable. When such events occur, management determines whether there has been impairment by comparing the anticipated undiscounted future net cash flows to the carrying value of the asset or asset group. If impairment exists, the assets are written down to their estimated fair value. No impairment of definite-lived intangible and long-lived assets was recorded for the three and six months ended June 30, 2025 and 2024.

     

    Fair Value Option

     

    ASC 825-10, Financial Instruments, provides a fair value option (the “FVO”) election that allows companies an irrevocable election to use fair value as the initial and subsequent accounting measurement attribute for certain financial assets and liabilities. ASC 825-10 permits entities to elect to measure eligible financial assets and liabilities at fair value on an ongoing basis. Unrealized gains and losses on items for which the FVO has been elected are reported in earnings, except for the effect of changes in own credit, which are recognized in other comprehensive income/loss. The decision to elect the FVO is determined on an instrument-by-instrument basis, must be applied to an entire instrument and is irrevocable once elected. Assets and liabilities measured at fair value pursuant to ASC 825-10 are required to be reported separately from those instruments measured using another accounting method.

     

    Recent Accounting Pronouncements Adopted

     

    In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. ASU 2023-07, which is applicable to entities with a single reportable segment, will primarily require enhanced disclosures about significant segment expenses and enhanced disclosures in interim periods. The guidance in ASU 2023-07 will be applied retrospectively and is effective for annual reporting periods in fiscal years beginning after December 15, 2023 and interim reporting periods in fiscal years beginning after December 31, 2024, with early adoption permitted. The Company does not expect the adoption of this standard to have a material impact on the Company’s unaudited condensed financial statements.

     

    In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 is intended to improve income tax disclosure requirements by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) the disaggregation of income taxes paid by jurisdiction. The guidance makes several other changes to the income tax disclosure requirements. The guidance in ASU 2023-09 will be effective for annual reporting periods in fiscal years beginning after December 15, 2024. The Company does not expect the adoption of this standard to have a material impact on the Company’s unaudited condensed financial statements.

     

    Accounting Standards Issued but Not Yet Adopted

     

    In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which is intended to provide more detailed information about specified categories of expenses (purchases of inventory, employee compensation, depreciation and amortization) included in certain expense captions presented on the statement of operations. The guidance in this ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The amendments may be applied either (1) prospectively to financial statements issued for periods after the effective date of this ASU or (2) retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the impact that the adoption of ASU 2024-03 will have on its financial statements and disclosures.

     

    3. Cash and Cash Equivalents

     

    As of June 30, 2025 and December 31, 2024, cash and cash equivalents consisted of cash on hand and cash in bank which is potentially subject to concentration of credit risk. Such balance is maintained at financial institutions that management determines to be of high-credit quality. Cash accounts at each institution are insured by the Federal Deposit Insurance Corporation in the U.S.A or Central Deposit Insurance Corporation in Taiwan up to certain limits. At times, such deposits may be in excess of the insurance limit. Accounts are guaranteed by the Federal Deposit Insurance Corporation (FDIC) up to $250,000. As of June 30, 2025 and December 31, 2024, the Company had approximately nil and $212,400 in excess of FDIC insured limits, respectively. The Company maintains cash in state-owned banks in Taiwan. In Taiwan, the insurance coverage of each bank is NTD$3,000,000 (approximately USD$102,400). As of June 30, 2025 and December 31, 2024, the Company had $901,300 and $3,311,000 cash in excess of the insured amount, respectively. The Company has not experienced any losses in such accounts.

     

    12

     

     

    4. Inventory

     

    Inventory stated at cost, net of reserve, consisted of the following:

    Schedule of Inventory 

       June 30,   December 31, 
       2025   2024 
    Raw materials  $83,761   $74,875 
    Work in process   1,265    1,131 
    Finished goods   75,031    67,750 
    Total  $160,057   $143,756 

     

    Inventory write-downs to estimated net realizable values were nil for the three and six months ended June 30, 2025, and the three and six months ended June 30, 2024.

     

    5. Convertible Notes Payable and Other Notes Payable

     

    As of June 30, 2025 and December 31, 2024, the respective notes payable were as follows:

    Schedule of Notes Payable 

      

    June 30,

    2025

      

    December 31,

    2024

     
    March 2025 Convertible Notes, related party –noncurrent (ASE Note)  $2,000,000   $- 
    March 2025 Convertible Notes, related party –current (ASE Note)   -    2,000,000 
    March 2025 Convertible Notes –current (Lee Note)   -    1,000,000 
    Convertible Notes –current   -    1,000,000 
    May 2027 Convertible Notes, related party – noncurrent (ASE Note)   9,000,000    9,000,000 
    Convertible Notes – noncurrent   9,000,000    9,000,000 
    Convertible Notes payable   $11,000,000   $12,000,000 

     

    May 2027 Convertible Notes and Warrant Purchase Agreement

     

    On May 3, 2024, The Company entered into Convertible Note and Warrant Purchase Agreement with the ASE Test, Inc. (“ASE”), a shareholder of Ainos KY, for the issuance of convertible promissory notes with 6% compound interest in the aggregate principal amount of $9,000,000 (collectively the “Notes”) convertible into shares of common stock, par value $0.01 per share, of the Company, payable three (3) years from May 3, 2024 as well as the issuance of warrants for the purchase of up to 500,000 shares of common stock at a price per share of $22.50, exercisable until May 3, 2029. As of June 30, 2025, the Company received the full amount of the payment.

     

    March 2025 Convertible Notes

     

    On March 13, 2023, the Company entered into two convertible promissory note purchase agreements pursuant to Regulation S of the Securities Act of 1933, as amended, in the total principal amount of $3,000,000 with the following investors (the “March 2025 Convertible Notes” or “Notes”).

     

    Convertible Note Issued to Li-Kuo Lee (the “Lee Note”)

     

    The Company issued a convertible note in the principal amount of $1,000,000 to an unrelated party, Li-Kuo Lee, in exchange of $1,000,000 in cash. As of June 30, 2025, the Company received the full amount of the payment.

     

    On March 12, 2025, the Company entered into an amendment to the Convertible Note (the “Convertible Note Amendment”) with Li-Kuo Lee to extend the maturity date to May 13, 2025.

     

    On April 30, 2025, the Company repaid the full principal with accrued interest aggregate amount $1,132,650.

     

    13

     

     

    Convertible Note Issued to ASE Test, Inc. (the “ASE Note”)

     

    Pursuant to the one of the aforementioned agreements, ASE Test, Inc., a shareholder of Ainos KY, committed to pay a total aggregate amount of $2,000,000 to the Company in exchange for convertible promissory note(s) in three tranches in the amounts of $1,000,000 (the “First Tranche”), $500,000 (the “Second Tranche”), and $500,000 (the “Third Tranche”) conditioned, among other things, on the Company achieving certain business milestones. As of June 30, 2025, the Company received the full amount of the payment.

     

    On March 10, 2025, the Company entered into an amendment to the Convertible Note (the “Convertible Note Amendment”) with ASE Test to (1) extend the maturity date to March 12, 2027, and (2) change the conversion price from $37.50 per share (adjusted for the 1-for-5 reverse stock split of the Company’s common stock on December 14, 2023 and another adjusted for the 1-for-5 reverse stock split of the Company’s common stock on June 30, 2025) to a price of the lower of (a) $37.50 per share and (b) the higher of (x) the average closing price per share of Common Stock for the period of thirty (30) trading days prior to the day when the noteholder exercises the conversion right or (y) $22.50.

     

    The March 2025 Convertible Notes bearing interest at the rate of 6% compounded interest per annum. At any time after the issuance and before the maturity date, the Notes are convertible into the common stock of the Company at the conversion price from $22.50 to $37.50 per share, subject to anti-dilutive adjustment as set forth in the Notes. Unless previously converted, the Company shall repay the outstanding principal amount plus all accrued and unpaid interest on the maturity date. The Notes shall be an unsecured general obligation of the Company.

     

    The total interest expense of convertible notes payable, other notes payable, March 2025 Convertible Notes and May 2027 Convertible Notes for the three and six months ended June 30, 2025 was $177,762 and $357,991 respectively, compared with the same period in year 2024 was $117,828 and $164,214, respectively. As of June 30, 2025 and December 31, 2024, the unpaid accrued interest expense was $876,608 and $651,268, respectively.

     

    6. Stockholders’ Equity

     

    Reverse Stock Splits

     

    To comply with Nasdaq’s minimum $1.00 per share continued listing rules, the Company filed a Certificate of Amendment to its Restated Certificate of Formation on May 16, 2025, to apply for reverse stock split of the Company’s common stock at a ratio of 1-for-5 which was effectuated on June 30, 2025 after receiving required approvals.

     

    Preferred Stock

     

    The Company increased authorized shares of preferred stock from 10,000,000 shares to 50,000,000 shares upon the filing of an amendment to the Company’s Certificate of Formation with the Secretary of State of Texas on November 27, 2023. No shares of preferred stock were issued and outstanding as of June 30, 2025 and December 31, 2024.

     

    Common Stock

     

    During the six months ended June 30, 2025, the Company issued an additional 1,182,513 shares of common stock as a result of delivering 541,174 shares to settle vested RSUs, 350,500 shares to settle vested special stock awards, 262,383 shares to settle for ATM transaction, 28,555 shares to compensate consultant but the shares were offset by fractional 99 shares paid out in cash for the reverse stock split. As of June 30, 2025, there were 4,267,990 shares of common stock legally issued and outstanding.

     

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    Warrants

     

    As of June 30, 2025 and December 31, 2024, warrants issued and outstanding in connection with financing are summarized as below:

    Schedule of Warrants Issued and Outstanding 

       June 30,   December 31, 
    (In number of shares)  2025   2024 
    Lind Warrant with exercise price from $10.80 to $22.50   240,388    240,388 
    Public warrant with exercise price of $106.25   35,880    35,880 
    Representative’s warrant with exercise price of $116.875   1,560    1,560 
    Placement agent warrant with exercise price of $41.25   4,125    4,125 
    ASE Warrant with exercise price of $22.50   100,000    100,000 
    Total   381,953    381,953 
    Warrants issued and outstanding   381,953    381,953 

     

    The Company issued the Lind Warrants on September 28, 2023 in connection with the private placement of the Lind Note. The Company further issued 4,125 shares of warrants with an exercise price of $41.25 per share to the placement agent as the agent fee. Each warrant has a contractual term of 5 years and can be exercised for the purchase of one share of common stock of the Company. The carrying amount of the Lind Warrant is nil after allocating proceeds to the Lind Note measured at fair value. The fair value of the placement agent warrant is estimated as $21,479 using the Black-Scholes Model.

     

    As disclosed in Note 1, the Company issued public warrants together with common stock in connection with its underwritten public offering effective August 8, 2022. The Company further issued private warrants to Maxim Group LLC, as representative of the underwriter pursuant to an underwriting agreement. Each warrant has a contractual term of 5 years, expiring on August 8, 2027, and can be exercised for the purchase of one share of common stock of the Company.

     

    The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (the “ASC 480”), and ASC 815, Derivatives and Hedging (the “ASC 815”). The assessment considers whether the instruments are free standing financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent period end date while the instruments are outstanding. Management has concluded that the warrants issued in connection with the underwritten public offering and the private placement of Lind Note qualify for equity accounting treatment and are recorded as additional paid-in capital.

     

    In addition, the warrant issued by the Company to i2China in 2020 in exchange for consulting services is accounted for under ASC 718, Compensation – Stock Compensation (see Note 8).

     

    As of June 30, 2025, none of the warrants have been exercised nor have they expired.

     

    7. Revenue

     

    Revenue is recognized upon shipment of products based upon contractually stated pricing at standard payment terms within 30 to 60 days. The revenue generated by product sales is recognized at point in time.

     

    The Company generated revenue from sales of VELDONA Pet supplements in the Taiwan market through on-line platforms that were recognized after the expiration of right of return which was offered for a limited time. Revenue from sales through off-line distribution channels was recognized based on the amount of consideration that we expected to receive, reduced by estimates for return allowances, promotional discounts, and fees.

     

    15

     

     

    Nil and $106,329 of contract liabilities were recorded for the cash received in advance from customers as of June 30, 2025 and December 31, 2024, respectively.

     

    The Company recognized the revenue from sales of VOC sensing products related to NISD co-development during the six months ended June 30, 2025 and 2024 that was included in the contract liability balance at the beginning of each period were $110,379 and nil, offset by exchange rate fluctuation, respectively.

     

    Return Allowances

     

    Return allowances, which reduce revenue and cost of sales, are estimated using historical experience. Liabilities for return allowances are included in “Accrued expenses and others current liabilities”.

     

    Variable consideration

     

    We record revenue from customers in an amount that reflects the transaction price we expect to be entitled to after transferring control of those goods. From time to time, we offer product sales promotions such as discounts. Variable consideration is estimated at contract inception only to the extent that it is probable that a significant reversal of revenue will not occur.

     

    8. Share-Based Compensation

     

    2023 Stock Incentive Plan

     

    The Company effectuated an amendment to its 2021 Stock Incentive Plan, now restated as the Company 2023 Stock Incentive Plan (the “2023 SIP” or “Plan”) which includes, among other things, a change in the number of reserved shares under the Plan. Under the 2023 SIP, subject to a change in capital structure or a change in control, the aggregate number of shares which may be issued or transferred pursuant to awards under the Plan will be equal to up to twenty percent (20%) of shares of outstanding common stock of the Company existing as of December 31st of the previous calendar year (the “Plan Share Reserve”). Upon the effectiveness of the 2023 SIP on June 14, 2023, the aggregate number of shares which may be issued pursuant to awards under the Plan is 174,215 shares of common stock, including shares that remained available for grant under the 2021 Stock Incentive Plan. On July 19, 2024, the Company filed Form S-8 to increase the aggregate number of shares may be issued to 189,286 shares of common stock including shares that remained available for grant under the 2021 Stock Incentive Plan. On April 4, 2025, the Company filed Form S-8 to increase the aggregate number of shares that may be issued to 617,095 shares of common stock. As of June 30, 2025, 903,326 shares have been granted under the 2023 SIP.

     

    2021 Stock Incentive Plan

     

    On September 28, 2021, the Company’s board of directors, and on May 16, 2022, its shareholders approved the 2021 Stock Incentive Plan (the “2021 SIP”). During the period from January 1, 2023 up to the date that the prior plan was superseded by the 2023 SIP, no shares were granted under the 2021 SIP.

     

    2021 Employee Stock Purchase Plan

     

    On September 28, 2021, the Company’s board of directors, and on May 16, 2022, its shareholders approved the 2021 Employee Stock Purchase Plan (the “2021 ESPP”). A total of 2,000 shares of common stock have made available for issuance under the ESPP. During the period from January 1, 2024 up to the date that the prior plan was superseded by the 2023 SIP, no shares were granted under the 2021 ESPP.

     

    16

     

     

    Restricted Stock Units (“RSUs”)

     

    RSUs entitle the recipient to be paid out an equal number of common stock shares upon vesting. The fair value of RSUs is based on market price of the underlying stock on the date of grant. A summary of the Company’s RSUs activity and related information for the three and six months ended June 30, 2025 and for the three and six months ended June 30, 2024 were as follows:

    Schedule of Restricted Stock Units 

       2025   2024 
       Number of
    Shares
      

    Weighted-

    Average
    Grant Date

    Fair
    Value Per
    Share

       Number of
    Shares
      

    Weighted-

    Average
    Grant Date

    Fair
    Value Per

    Share

     
    Unvested balance at January 1   17,966   $27.54    190,860   $21.97 
    RSUs granted   -   $-    -   $- 
    RSUs vested   (1,174)  $277.48    (26,792)  $28.68 
    RSUs forfeited   -   $-    (1,190)  $17.29 
    Unvested balance at March 31   16,792   $10.06    162,878   $20.90 
    RSUs granted   540,000   $2.40    -   $- 
    RSUs vested   (540,000)  $2.40    -   $- 
    RSUs forfeited   -   $-    (882)  $20.81 
    Unvested balance at June 30   16,792   $10.06    161,996   $20.90 

     

    Stock Options and Warrants

     

    During the three and six months ended June 30, 2025 and 2024, no shares were granted, forfeited, expired or exercised. As of June 30, 2025, there were 1,466 shares in the form of stock options and 1,206 shares in the form of warrants outstanding, and 1,466 shares of the options and 1,206 shares of the warrants are vested and exercisable.

     

    Share-Based Compensation Expense

     

    Shared-based compensation expense for the three and six months ended June 30, 2025 was $1,324,529 and $1,379,699 respectively, compared to the three and six months ended June 30, 2024 amount of $422,374 and $848,077 respectively.

     

    As of June 30, 2025, the total unrecognized compensation cost related to outstanding RSUs, stock options and warrants was $48,161, which the Company expects to recognize over a weighted-average period of 1.09 years.

     

    9. Income Taxes

     

    The Company did not record a federal, state, or foreign income tax provision or benefit for the three months ended June 30, 2025 and 2024 due to the expected loss before income taxes to be incurred for the years ended December 31, 2025 and 2024, as well as the Company’s continued maintenance of a full valuation allowance against its net deferred tax assets due to its historical deficit.

     

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    10. Net Loss per Common Share

     

    The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders:

    Schedule of Basic and Diluted Net Loss Per Share 

       Three Months Ended June 30,   Six Months Ended June 30, 
       2025   2024   2025   2024 
    Net loss attributable to common stockholders, basic and diluted  $(4,084,990)  $(3,195,022)  $(7,371,012)  $(6,509,832)
    Weighted-average number of shares used in computing net loss per share attributable to common stockholders, basic and diluted   4,122,131    1,303,802    3,649,994    1,229,029 
    Net loss per share attributable to common stockholders, basic and diluted  $(0.99)  $(2.45)  $(2.02)  $(5.30)

     

    The following potentially dilutive securities have been excluded from the computations of diluted weighted average shares outstanding because they would be anti-dilutive:

    Schedule of Computations of Diluted Weighted Average Shares Outstanding 

       2025   2024   2025   2024 
       Three Months Ended June 30,   Six Months Ended June 30, 
       2025   2024   2025   2024 
    Option and RSUs to purchase common stock   18,258    163,462    18,258    163,462 
    Warrants to purchase to common stock   383,159    383,159    383,159    383,159 
    Convertible note to purchase common stock   525,236    844,647    525,236    844,647 
    Total potential shares   926,653    1,391,268    926,653    1,391,268 

     

    11. Related Party Transactions

     

    The following is a summary of related party transactions that met our disclosure threshold:

     

    Working Capital Advances

     

    The proceeds of the KY Note and ASE Note (see Note 5) were used for working capital advances. The total interest expense incurred in related to the notes for the three and six months ended June 30, 2025 were $172,221 and $336,569 respectively, compared to $101,777 and $132,855 respectively, for the three and six months ended June 30, 2024. As of June 30, 2025 and December 31, 2024, unpaid accrued interest expenses were $876,608 and $540,039, respectively.

     

    The company paid off the KY Note during the years 2023 and 2024.

     

    Product Co-development Agreement

     

    Pursuant to a five-year Product Co-development Agreement effective on August 1, 2021 (the “Product Co-Development Agreement”) with TCNT, the development expenses incurred were $76,977 and $173,672 for the three and six months ended June 30,2025, compared to $101,244 and $191,838 for the three and six months ended June 30, 2024, respectively. The fee for non-exclusive use of patents were $158,447 and $308,013 for the three and six months ended June 30, 2025, compared to $285,263 and $569,862 for the three and six months ended June 30, 2024, respectively. Advance payment $116,974 and $ 120,869 as of June 30, 2025 and December 31, 2024, respectively.

     

    12. Commitments and Contingencies

     

    The Company operates in an industry characterized by extensive patent litigation. Competitors may claim that the Company’s products infringe upon their intellectual property. Resolution of patent litigation or other intellectual property claims is typically time consuming and costly and can result in significant damage awards and injunctions that could prevent the manufacture and sale of the affected products or require the Company to make significant royalty payments in order to continue selling the affected products. As of June 30, 2025, there were no such commitments or contingencies.

     

    18

     

     

    13. Subsequent Events

     

    Ainos Secures $2.1 Million Order With ASE

     

    On August 6, 2025, the Company announced it has secured a three-year subscription-based order valued at $2.1 million with ASE Technology Holding Co., Ltd. (“ASEH”).

     

    Under the agreement, Ainos will deploy 1,400 AI Nose units across ASEH’s three major manufacturing sites in Taiwan. Through this rollout, Ainos will launch its SmellTech-as-a-Service model to enhance ASEH’s smart manufacturing initiatives, enabling AI-powered scent intelligence designed to improve process stability, support predictive maintenance, and increase operational safety.

     

    Additional ATM offering 

     

    During the period from July 1, 2025 to August 13, 2025, the Company sold 389,871 shares of common stock under At The Market Offering Agreement, resulting in net proceeds of approximately $1,049,898.

     

    Nasdaq Deficiency Notice

     

    As previously reported, on July 15, 2024, the Company received a deficiency letter from the Nasdaq notifying the Company that, for the last 30 consecutive business days, the closing bid price for the Company’s common stock has been below the minimum $1.00 per share required for continued listing on The Nasdaq Capital Market pursuant to the Rule and the Company had been given 180 calendar days, or until January 13, 2025, to regain compliance with the Rule. Pursuant to the Written Notification, the Company had until July 14, 2025 to meet the minimum bid price requirement.

     

    On July 15, 2025, the Company received notice from Nasdaq confirming that Ainos’ common stock maintained a closing bid price of $1.00 or higher for ten consecutive business days, from June 30, 2025 to July 14, 2025. According to the notice, the Company has regained compliance with the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2), and this matter is now officially closed.

     

    ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

     

    The unaudited condensed financial statements and this Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the financial statements and notes thereto for the year ended December 31, 2024 and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations, both of which are contained in our Form 10-K for the period ended December 31, 2024 (the “2024 Annual Report”). In addition to historical information, this discussion and analysis contains 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, or the Exchange Act. These forward-looking statements are subject to risks and uncertainties, including those set forth under “Part I. Item 1A. Risk Factors” in our 2024 Annual Report, “Part II. Item 1A. Risk Factors” in this Quarterly Report, and elsewhere in this Quarterly Report, that could cause actual results to differ materially from historical results or anticipated results.

     

    When used in this Quarterly Report, all references to “Ainos,” the “Company,” “we,” “our” and “us” refer Ainos, Inc.

     

    Overview

     

    Ainos, Inc. (the “Company”), incorporated in the State of Texas in 1984, is an artificial intelligence (“AI”) and healthcare company focused on the commercialization of proprietary scent digitization technology, AI-powered sensing solutions, point-of-care testing (“POCT”), and low-dose oral interferon therapeutics. We are advancing these technologies primarily through strategic partnerships.

     

    Our core scent digitization technology platform, AI Nose, is an AI-based electronic nose system that integrates gas sensors with a proprietary smell language model (“SLM”) algorithm, aiming to enabling trainable and sensitive digital olfaction. We are developing this platform to digitize scent data, including volatile organic compound (“VOC”), into Smell ID, a machine-readable format designed to enable intelligent scent-based sensing across industries including robotics, smart manufacturing, and healthcare. We are positioning AI Nose to ultimately become AI’s nose.

     

    In parallel, we continue to develop therapeutic candidates based on VELDONA, our low-dose oral interferon platform, targeting rare, autoimmune, and infectious diseases. Our lead programs include candidates for the treatment of oral warts in HIV-positive patients, Sjögren’s syndrome, and feline chronic gingivostomatitis (“FCGS”). We have researched and developed VELDONA since our inception.

     

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    Between 2021 and 2024, we expanded our intellectual property portfolio through transactions with our controlling shareholders, including Ainos, Inc., a Cayman Islands company (“Ainos KY”), and Taiwan Carbon Nano Technology Corporation (“TCNT”). These transactions included acquisitions and license agreements primarily involving patents and patent applications related to our AI Nose platform, and POCT technologies.

     

    While our AI Nose technology was initially developed for healthcare applications, we are actively expanding its use into other sectors, including robotics and industrial environments by forming strategic relationships.

     

    Our Pipeline

     

    We structure our development pipeline around three core platforms—AI Nose, POCT, and VELDONA—each designed to generate revenue through commercialization, partnerships, and/or licensing.

     

    Our products are at different stages of development. For AI Nose, we expect to enter commercial pilot phase across industrial, robotics, and long-term care environments over the second half of 2025. For VELDONA, our oral interferon platform, we plan to enter Taiwan clinical trials for two lead indications, HIV-related oral warts and Sjögren’s syndrome. The HIV oral wart program has received Orphan Drug Designation from the U.S. FDA. Our POCT portfolio includes clinical-stage tools such as Ainos Flora, while legacy products, including our COVID-19 test kits, have been discontinued.

     

    1. AI Nose – Digital Olfaction Platform

     

    AI Nose is our proprietary digital olfaction platform. We develop integrated hardware solutions with third-party gas sensors and our AI algorithm which we refer to as the smell language model (SLM). It aims to digitize scent and volatile organic compound (VOC) profiles into structured data (“Smell ID”) for analysis and classification.

     

    While we initially applied AI Nose in healthcare through point-of-care testing (POCT) devices, we are actively expanding its use into industrial and robotics settings. Through July 2025, we have formed several strategic partnerships to deploy AI Nose across a range of environments.

     

    We are working with ugo, Inc., a Japanese robotics company, to integrate AI Nose into autonomous robots for environmental monitoring, safety, and healthcare support. With ASE Technology Holding Co., Ltd., a Taiwan-based global semiconductor packaging and testing company, we are evaluating AI Nose deployment across key manufacturing sites to enable real-time anomaly detection and process monitoring. We are also collaborating with Kenmec Mechanical Engineering Co., Ltd., a Taiwan-based provider of automation and smart logistics solutions, to integrate AI Nose into smart factory ecosystems, including robotics, HVAC systems, public infrastructure, airports, logistics, and healthcare applications. Kenmec’s subsidiary will manufacture AI Nose devices under this partnership.

     

    In addition, we are partnering with Solomon Technology Corporation (“Solomon”), a Taiwan-based company specializing in machine vision, industrial AI, and smart automation. Solomon is marketing AI Nose on a non-exclusive basis to customers in semiconductors, petrochemicals, autonomous mobile robots (AMRs), defense, and healthcare. Together, we are exploring ways to combine AI Nose with Solomon’s machine vision and inspection technologies.

     

    In parallel, we are co-developing a VOC sensing platform with Nisshinbo Micro Devices Inc. (NISD) and Taiwan Inabata Sangyo Co. to build compact, high-performance sensors for telehealth, automotive, industrial safety, and environmental monitoring. Our current efforts currently focus on semiconductor and long-term care applications.

     

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    2. Point-of-Care Testing (POCT)

     

    Our POCT products aim to provide simple, effective, and telehealth-friendly tests that deliver results within minutes. Our detection platforms include VOC sensing powered by AI Nose, lateral flow immunochromatographic assays, and nucleic acid technologies. We are currently prioritizing development based on VOC sensing, including the following:

     

    ● Long-term Care Monitoring: We are applying AI Nose to provide telehealth-friendly, non-invasive monitoring of long-term care patients, including detection of bowel movements through scent analysis. Pilot deployments are planned in Japan and Taiwan.
       
    ● Ainos Flora: A non-invasive VOC-based test designed to assess female vaginal health and detect certain sexually transmitted infections (STIs). A companion mobile app is in development. Clinical studies are ongoing in Taiwan, and we are exploring commercialization through strategic partners.
       
    ● Ainos Pen: A portable, cloud-connected breath analyzer for general wellness and health monitoring. It is designed to support rapid health assessments and telehealth consultations.
       
    ● CHS430 Device: A VOC-based diagnostic system under development to detect ventilator-associated pneumonia (VAP) non-invasively, with results expected in minutes.
       
    ● COVID-19 Antigen Rapid Test Kit: We previously marketed COVID-19 antigen test kits in Taiwan under emergency use authorization issued by the Taiwan Food and Drug Administration (TFDA) to TCNT, the product manufacturer. We ceased selling this product in the first quarter of 2024.

     

    3. VELDONA – Low-Dose Oral Interferon Therapeutics

     

    VELDONA is our proprietary low-dose oral interferon platform targeting rare, autoimmune, and infectious diseases across both human and animal health.

     

    Our human pipeline includes oral drug candidates for the treatment of oral warts in human immunodeficiency virus (HIV) seropositive patients, Sjögren’s syndrome, common cold, influenza, and mild COVID-19 symptoms. We have conducted Phase 2 studies for all programs except for COVID-19. The U.S. Food and Drug Administration (FDA) has granted Orphan Drug Designation for our VELDONA formulation as a potential treatment for oral warts in HIV-seropositive patients. Our near-term focus is on two lead indications, with clinical studies underway in Taiwan: oral warts in human immunodeficiency virus (HIV) seropositive patients and Sjögren’s syndrome.

     

    In veterinary health, we are conducting clinical studies in Taiwan for feline chronic gingivostomatitis (FCGS), a chronic oral inflammatory condition. We believe interim results from these trials have shown symptom improvement and reduced reliance on steroid use. In addition, in Taiwan, we market VELDONA Pet, a supplement formulated to support canine and feline health, including gums, skin, eyes, and allergy-related conditions.

     

    Commercialization and Development Priorities

     

    Our top near-term priority is scaling the AI Nose platform in industrial, robotics, and long-term care settings, through our partnerships and supported by a subscription-based model that aims to offer AI-driven scent analytics and hardware services. This Smelltech-as-a-Service (SaaS) approach is designed to generate recurring revenue, while we continue targeted, capital-efficient clinical validation of Ainos Flora in Taiwan and explore potential partnerships or licensing opportunities.

     

    In parallel, we are advancing select VELDONA programs through cost-effective clinical studies in Taiwan, balancing development progress with capital discipline and exploring potential licensing or partnership opportunities.

     

    We may reprioritize programs based on funding availability, regulatory progress, or market conditions.

     

    As of June 30, 2025, we had available cash and cash equivalents of $1,223,184. We anticipate business revenues and external financing options, if necessary, to fund our operations over the next twelve months. We have based this estimate on assumptions that may prove to be incorrect, and we could exhaust our available capital resources sooner than we expect. See “Liquidity and Capital Resources” for additional information. To finance our continuing operations, we will need to raise additional capital, which cannot be assured.

     

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    Recent Development

     

    Effective June 30, 2025, at 5:01 a.m., Central time (the “Effective Time”), the Company filed a certificate of amendment (the “Certificate of Amendment”) to amend its Restated Certificate of Formation, as amended, with the Secretary of the State of Texas, to effect a reverse stock split of the Company’s common stock at a ratio of 1-for-5 (the “Reverse Stock Split”).

     

    The terms of the Reverse Stock Split are such that every five shares of the Company’s issued and outstanding common stock were automatically combined into one issued and outstanding share of common stock, without any change in par value per share. Holders of fractional shares were paid out in cash for the fractional portion. No fractional shares were issued in connection with the Reverse Stock Split. Stockholders who would otherwise be entitled to a fraction of one share as a result of the Reverse Stock Split instead received an amount in cash equal to such fraction of a share multiplied by the closing sale price of common stock on Nasdaq on June 27, 2025, as adjusted for the Reverse Stock Split. The number of outstanding options and warrants was adjusted accordingly. The Reverse Stock Split does not otherwise modify any rights or preferences of the Company’s common stock.

     

    Effective at market open on June 30, 2025, the Company’s common stock began trading on a split-adjusted basis on Nasdaq.

     

    Results of Operations for Quarter Ended June 30, 2025 (“Q2 2025”) and June 30, 2024 (“Q2 2024”):

     

       Three months ended June 30,   Change 
       2025   2024   Amount   % 
                     
    Revenues  $4,663   $-   $4,663    -%
    Cost of revenues   (937)   (25,373)   24,436    (96)%
    Gross profit (loss)   3,726    (25,373)   29,099    (115)%
    Operating expenses:                    
    Research and development expenses   1,911,800    1,978,756    (66,956)   (3)%
    Selling, general and administrative expenses   1,837,613    1,044,880    792,733    76%
    Total operating expenses   3,749,413    3,023,636    725,777    24%
    Loss from operations   (3,745,687)   (3,049,009)   (696,678)   23%
                         
    Non-operating (expenses) income, net:                    
    Interest expense   (177,957)   (118,759)   (59,198)   50%
    Fair value change for senior secured convertible note   -    (66,844)   66,844    (100)%
    Other (expenses) income, net   (161,346)   39,590    (200,936)   (508)%
    Total non-operating expenses, net   (339,303)   (146,013)   (193,290)   132%
                         
    Net loss before income taxes   (4,084,990)   (3,195,022)   (889,968)   28%
    Provision for income taxes   -    -    -      
    Net loss  $(4,084,990)  $(3,195,022)  $(889,968)   28%

     

    Revenues, Cost and Gross Loss

     

    The Company reported $4,663 and nil in revenue in Q2 2025 and Q2 2024, respectively, from product sales of VELDONA pet supplements in Taiwan.

     

    The cost of revenue related to product sales in Q2 2025 was $937 compared to $25,373 in Q2 2024. The decrease in cost of revenue was due to lower sales volume for VELDONA pet supplements during the reporting period, as the Company shifts operational focus to AI Nose platform.

     

    22

     

     

    The share-based compensation expense and the depreciation expense for manufacturing in Q2 2025 and Q2 2024 were nil and $4,516, respectively. When excluding these non-cash cost, cost of revenue decreased to $937 in Q2 2025 compared to $20,857 in Q2 2024.

     

    Gross profit from product sales in Q2 2025 was $3,726 as compared to $25,373 gross loss from product sales in Q2 2024. The increase in gross profit was due to increase the sale volume.

     

    When excluding these non-cash costs, gross profit were $3,726 in Q2 2025 compared to $20,857 gross loss in Q2 2024.

     

    Research and Development (R&D) Expenses

     

    R&D expenses in Q2 2025 and Q2 2024 were $1,911,800 and $1,978,756, respectively. The decrease of $66,956 (3%) was due to reduced expenses associated with co-research for technology and product and staffing expenditures (including share-based compensation), partially offset by increased clinical trial fees. We expect that our R&D expenses related to clinical trials will continue to grow as we further develop AI Nose, VOC POCT and VELDONA drug candidates.

     

    The share-based compensation expense and the depreciation and amortization expense in Q2 2025 and Q2 2024 were $1,209,343 and $1,276,777, respectively. When excluding these non-cash expenses, R&D expenses increased to $702,457 in Q2 2025 from $701,979 in Q2 2024.

     

    Selling, General and Administrative (SG&A) Expenses

     

    SG&A expenses were $1,837,613 and $1,044,880 in Q2 2025 and Q2 2024, respectively, reflecting an increase of $792,733 (76%) due to a significant increase in share-based compensation offset by a decrease in professional expenses and SEC related fees.

     

    The share-based compensation expense and the depreciation and amortization expense in Q2 2025 and Q2 2024 were $1,309,358 and $338,669 respectively. When excluding these non-cash expenses, SG&A expenses decreased to $528,255 in Q2 2025 compared to $706,211 in Q2 2024.

     

    Operating Loss

     

    The Company’s operating loss was $3,745,687 and $3,049,009 in Q2 2025 and Q2 2024, respectively, reflecting a $696,678 (23%) increase in operating loss between the reporting periods. We continued to invest resources to execute our growth strategy and product roadmap to improve our profitability.

     

    Interest Expense and Issuance Cost of Convertible Note

     

    In Q2 2025, interest expense was $177,957 compared to $118,759 in Q2 2024. The increase in interest expense was due to accrued interest for convertible notes issued in May 2024 has a higher principal amount compared to the same period in 2024.

     

    Net Loss

     

    Net loss was $4,084,990 in Q2 2025 compared to $3,195,022 in Q2 2024, resulting in a $889,968 (28%) increase in net loss attributable to our shareholders of common stock. The net loss was due to exchange rate fluctuations experienced by the company in 2025 Q2 and expanding operating expense as we continued to invest resources to execute our growth strategy and product roadmap to improve our profitability.

     

    23

     

     

    Results of Operations for Six Months Ended June 30, 2025 (“H1 2025”) and June 30, 2024 (“H1 2024”):

     

       Six months ended June 30,   Change 
       2025   2024   Amount   % 
                     
    Revenues  $110,870   $20,729   $90,141    435%
    Cost of revenues   (19,170)   (52,127)   32,957    (63)%
    Gross profit (loss)   91,700    (31,398)   123,098    (392)%
    Operating expenses:                    
    Research and development expenses   3,635,884    4,063,404    (427,520)   (11)%
    Selling, general and administrative expenses   3,364,374    2,074,298    1,290,076    62%
    Total operating expenses   7,000,258    6,137,702    862,556    14%
    Loss from operations   (6,908,558)   (6,169,100)   (739,458)   12%
                         
    Non-operating (expenses) income, net:                    
    Interest expense   (358,402)   (167,455)   (190,947)   114%
    Issuance cost of senior secured convertible note measured at fair value   -    (138,992)   138,992    (100)%
    Fair value change for senior secured convertible note   -    (98,412)   98,412    (100)%
    Other (expenses) income, net   (104,052)   64,127    (168,179)   (262)%
    Total non-operating expenses, net   (462,454)   (340,732)   (121,722)   36%
                         
    Net loss before income taxes   (7,371,012)   (6,509,832)   (861,180)   13%
    Provision for income taxes   -    -    -      
    Net loss  $(7,371,012)  $(6,509,832)  $(861,180)   13%

     

    Revenues, Cost and Gross Loss

     

    The Company reported $110,870 and $20,729 in revenue in H1 2025 and H1 2024, respectively, from product sales of VELDONA pet supplements in Taiwan and VOC sensing products related to NISD co-development. The increase in revenue was due to realization of $110,379 in revenues from sales of VOC sensing products related to NISD co-development.

     

    The cost of revenue related to product sales in H1 2025 was $19,170 compared to $52,127 in H1 2024. The decrease in cost of revenue was due to a change in product compositions.

     

    The share-based compensation expense and the depreciation expense for manufacturing in H1 2025 and H1 2024 were nil and $9,032, respectively. When excluding these non-cash cost, cost of revenue decreased to $19,170 in H1 2025 compared to $43,095 in H1 2024.

     

    Gross profit from product sales in H1 2025 was $91,700 as compared to $31,398 gross loss from product sales in H1 2024. The increase in gross profit was due to a change in product compositions.

     

    When excluding these non-cash costs, gross profits were $91,700 in H1 2025 compared to $22,366 gross loss in H1 2024.

     

    Research and Development (R&D) Expenses

     

    R&D expenses in H1 2025 and H1 2024 were $3,635,884 and $4,063,404, respectively. The decrease of $427,520 (11%) was due to decreased expenses associated with clinical trial fees, co-research for technology and product and staffing expenditures (including share-based compensation). We expect that our R&D expenses related to clinical trials will continue to grow as we further develop AI Nose, VOC POCT and VELDONA drug candidates.

     

    The share-based compensation expense and the depreciation and amortization expense in H1 2025 and H1 2024 were $2,402,213 and $2,561,120, respectively. When excluding these non-cash expenses, R&D expenses decreased to $1,233,671 in H1 2025 from $1,502,284 in H1 2024.

     

    24

     

     

    Selling, General and Administrative (SG&A) Expenses

     

    SG&A expenses were $3,364,374 and $2,074,298 in H1 2025 and H1 2024, respectively, reflecting an increase of $1,290,076 (62%) due to a significant increase in share-based compensation offset by a decrease in professional expenses and SEC related fees.

     

    The share-based compensation expense and the depreciation and amortization expense in H1 2025 and H1 2024 were $2,211,158 and $676,622 respectively. When excluding these non-cash expenses, SG&A expenses decreased to $1,153,216 in H1 2025 compared to $1,397,676 in H1 2024.

     

    Operating Loss

     

    The Company’s operating loss was $6,908,558 and $6,169,100 in H1 2025 and H1 2024, respectively, reflecting a $739,458 (12%) increase in operating loss between the reporting periods. This increase reflects our continued to invest resources to execute our growth strategy and advance our product roadmap to improve our profitability.

     

    Interest Expense and Issuance Cost of Convertible Note

     

    In H1 2025, interest expense was $358,402 compared to $167,455 in H1 2024. The increase in interest expense was due to accrued interest for convertible notes issued in May 2024 has a higher principal amount compared to the same period in 2024.

     

    Net Loss

     

    Net loss was $7,371,012 in H1 2025 compared to $6,509,832 in H1 2024, resulting in a $861,180 (13%) increase in net loss attributable to our shareholders of common stock. The net loss was due to exchange rate fluctuations experienced by the company in 2025 Q2 and expanding operating expense as we continued to invest resources to execute our growth strategy and product roadmap to improve our profitability.

     

    Liquidity and Capital Resources

     

    As of June 30, 2025 and December 31, 2024, the Company had available cash of $1,223,184 and $3,892,919, respectively.

     

    The following table summarizes our cash flow during the six months period ended June 30, 2025 and 2024:

     

       Six months ended June 30, 
       2025   2024 
    Net cash used in operating activities   (2,575,000)   (3,468,892)
    Net cash used in investing activities   (18,045)   (119,792)
    Net cash (used in) provided by financing activities   (280,902)   9,777,500 

     

    Operating activities:

     

    Cash (used in) provided operating activities decreased by $893,892 during the H1 of 2025 compared to the H1 of 2024. Our net loss for the H1 of 2025 increased by $861,180 primarily due to the company experiencing exchange rate fluctuations and expanding operating expense. The operating cash outflow as a result of changes in operating assets and liabilities was mainly attributable to:

     

      ● Non-cash expenses including share-based compensation, depreciation and amortization, issuance cost of secured convertible note, and change in fair value of senior secured convertible note, issuance common stock for paying consulting fees increased approximately by $1,204,200;
      ● Working capital injected into accounts receivable, inventories and other current assets decreased by approximately $196,000; and
      ● Working capital injected into accrued expenses, operating lease liabilities, contract liabilities and other current and long-term liabilities increased by approximately $746,900.

     

    25

     

     

    Investing activities

     

    Cash used for investing activities were $18,045 and $119,792 during the H1 of 2025 and the H1 of 2024, respectively. The decrease was due to a reduction in refundable deposits and other noncurrent assets offset by increase in purchases of property and equipment.

     

    Financing activities

     

    Cash (used in) provided by financing activities were $(280,902) and $9,777,500 during the H1 of 2025 and the H1 of 2024, respectively. The $10,058,402 decrease was primarily reflected by the following:

     

      ● Proceeds from convertible notes and other notes payable financing decreased by $9,875,000; and
      ● Proceeds from at the market offering, net of issuance costs increased by $719,358; and
      ● Payments of issuance cost of senior secured convertible note measured at fair value decreased by $97,500.
      ● Repayments of convertible note increased by $1,000,000.
      ● Fractional shares paid out in cash for the reverse stock split increase by $260

     

    In the near-term, we expect an increase in the pace of clinical trial spending to advance our VOC POCT and VELDONA drug candidates and expect to invest more in R&D activities. We may also increase our sales and marketing efforts.

     

    The Company anticipates that cash reserves, business revenues, and potential debt financing through convertible and non-convertible notes will fund the Company’s operations over the next twelve months. There can be no assurance that we will be successful in our efforts to make the Company profitable. If those efforts are not successful, the Company may raise additional capital through the issuance of equity securities, debt financings or other sources to further implement its business plan. However, if such financing is not available when needed and at adequate levels, the Company will need to reevaluate its operating plan.

     

    Critical Accounting Policies and Significant Management Estimates

     

    Our management’s discussion and analysis of our financial condition and results of operations are based on our unaudited condensed financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States, or U.S. GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses.

     

    We evaluate our estimates and judgments, including those related to inventory valuation, useful lives of property and equipment, valuation of stock option, warrants and convertible note, and impairment testing of intangible assets, on an ongoing basis. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

     

    There have been no material changes to our critical accounting policies and estimates as compared to the critical accounting policies and estimates disclosed in “Management’s Discussion and Analysis - Critical Accounting Policies and Significant Management Estimates” of our 2024 Annual Report, except for those accounting subjects discussed in the Notes, if any, to the unaudited condensed financial statements included in this Quarterly Report on Form 10-Q.

     

    ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

     

    We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this Item 3.

     

    26

     

     

    ITEM 4. Controls and Procedures

     

    Evaluation of Disclosure Controls and Procedures

     

    Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, have evaluated our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the evaluation of our disclosure controls and procedures, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2025.

     

    Changes in Internal Control over Financial Reporting

     

    There were no changes in our internal controls over financial reporting during the period covered by this Quarterly Report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

     

    PART II - OTHER INFORMATION

     

    ITEM 1. Legal Proceedings

     

    From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. As of the date of this report, we were not aware of any material legal proceedings involving the Company.

     

    ITEM 1A. Risk Factors

     

    This Quarterly Report contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed in this Quarterly Report. Factors that could cause or contribute to these differences include, but are not limited to, those discussed below and elsewhere in this Quarterly Report.

     

    You should carefully consider the risk factors disclosed in our 2024 Annual Report, together with all other information in this Quarterly Report, including our unaudited condensed financial statements and notes thereto, and in our other filings with the Securities and Exchange Commission. If any such risks, including the risk set out below, or other risks not presently known to us or that we currently believe to not be significant, develop into actual events, then our business, financial condition, results of operations or prospects could be materially adversely affected. If that happens, the market price of our common stock could decline, and stockholders may lose all or part of their investment.

     

    Information on risk factors can be found in Part I, Item 1A (Risk Factors) of our 2024 Annual Report. Other than the following risk factor, there have been no material changes from the risk factors previously disclosed in our 2024 Annual Report, other than the risk factor set forth below.

     

    Fluctuating foreign currency and exchange rates may negatively impact our business, results of operations, and financial position.

     

    Due to our foreign operations, a portion of our business is denominated in foreign currencies. As a result, fluctuations in foreign currency and exchange rates may have an impact on our business, results of operations and financial position. Foreign currency exchange rates have fluctuated and may continue to fluctuate. Significant foreign currency exchange rate fluctuations may negatively impact our international revenue, which in turn would affect our consolidated revenue. Currencies may be affected by internal factors, general economic conditions and external developments in other countries, all of which can have an adverse impact on a country’s currency. We cannot predict whether we will incur foreign exchange losses in the future. Further, significant foreign exchange fluctuations resulting in a decline in the respective local currency may decrease the value of our foreign assets, as well as decrease our revenues and earnings from our foreign subsidiaries, which would reduce our profitability and adversely affect our financial position.

     

    27

     

     

    Policy changes affecting international trade could adversely impact the demand for our products and our competitive position.

     

    Changes in government policies on foreign trade and investment can affect the demand for our products and services, impact the competitive position of our products and services or prevent us from being able to sell products and services in certain countries. The implementation of more restrictive trade policies, such as more detailed inspections, higher tariffs, import or export licensing requirements, economic sanctions, anti-boycott laws, exchange controls or new barriers to entry could have a material adverse effect on our business, financial condition, results of operations and cash flows. In addition, the Trump Administration has announced tariffs on certain imports from Canada, Mexico and the EU, among others, that could affect the demand for our products. Such tariffs and any retaliatory tariffs (including those announced by China, Canada and Mexico) may put upwards pressure on prices in other jurisdictions from which we purchase product components, which could reduce our ability to offer competitive pricing to potential customers. We cannot predict what changes to trade policy will be made by the Trump Administration, the U.S. Congress or other governments, including whether existing tariff policies will be maintained or modified or whether the entry into new bilateral or multilateral trade agreements will occur, nor can we predict the effects that any such changes would have on our business or the global economy. Changes in U.S. trade policy, or threat of such changes, have resulted and could again result in reactions from U.S. trading partners, including adopting responsive trade policies making it more difficult or costly for us to export our products or import products or product components from countries where we currently purchase products or product components or sell products or services. Such changes, or threatened changes, to trade policy or in laws and policies governing foreign trade, and any resulting negative sentiments towards the United States as a result of such changes, could materially and adversely affect our business, financial condition, results of operations and liquidity.

     

    ITEM 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities

     

    Recent Sales of Unregistered Equity Securities

     

    None in this quarter.

     

    Issuer Purchase of Equity Securities

     

    Not applicable.

     

    Use of Proceeds of Registered Securities

     

    Not applicable.

     

    ITEM 3. Defaults Upon Senior Securities

     

    None

     

    ITEM 4. Mine Safety Disclosures

     

    Not applicable

     

    ITEM 5. Other Information

     

    None

     

    28

     

     

    ITEM 6. Exhibits

     

    EXHIBIT INDEX

     

                INCORPORATED BY REFERENCE
    EXHIBIT NUMBER   DESCRIPTION  

    FILED WITH THIS

    FORM 10-Q

     

    FILING

    DATE

    WITH SEC

      FORM   EXH #   HYPERLINK TO FILINGS
    3.1   Certificate of Amendment to the Restated Certificate of Formation of Ainos, Inc., as filed with the Texas Secretary of State on June 6, 2025       7/1/2025   8-K   3.1   Certificate of Amendment
    31.1   Certification of Chief Executive Officer Pursuant to Rule 13a- 14(a) / 15d – 14(a)   x                
    31.2   Certification of Chief Financial Officer Pursuant to Rule 13a- 14(a) / 15d – 14(a)   x                
    32.1   Certification Of Principal Executive Officer Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 Of The Sarbanes-Oxley Act Of 2002   x                
    32.2   Certification Of Principal Financial Officer Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 Of The Sarbanes-Oxley Act Of 2002   x                
    100   Inline XBRL – Related Documents   x                
    101.INS   Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the XBRL document.   x                
    101.SCH   Inline XBRL Taxonomy Extension Schema Document   x                
    101.CAL   Inline XBRL Taxonomy Extension Calculation Linkbase   x                
    101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase   x                
    101.LAB   Inline XBRL Taxonomy Extension Label Linkbase   x                
    101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase   x                
    104.1   Cover Page Interactive Data File   x                

     

    The exhibits listed in the Exhibit Index are filed or incorporated by reference as part of this filing.

     

    29

     

     

    SIGNATURES

     

    Pursuant to the requirements of Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

     

      AINOS, INC.
         
    Date: August 13, 2025 By: /s/ Chun-Hsien Tsai
        Chun-Hsien Tsai, Chairman of the Board, President, and Chief Executive Officer
         
    Date: August 13, 2025 By: /s/ Hsin-Liang Lee
        Hsin-Liang Lee, Chief Financial Officer

     

    30

     

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    9/5/25 4:10:38 PM ET
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    Insider Trading

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    Large owner Taiwan Carbon Nano Technology Corp sold $9,425 worth of shares (2,706 units at $3.48), decreasing direct ownership by 0.26% to 1,046,206 units (SEC Form 4)

    4 - Ainos, Inc. (0001014763) (Issuer)

    10/2/25 4:10:39 PM ET
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    Large owner Taiwan Carbon Nano Technology Corp decreased direct ownership by 0.83% to 1,048,912 units (SEC Form 4)

    4 - Ainos, Inc. (0001014763) (Issuer)

    8/7/25 4:15:16 PM ET
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    Large owner Taiwan Carbon Nano Technology Corp increased direct ownership by 0.00% to 1,080,103 units (SEC Form 4)

    4 - Ainos, Inc. (0001014763) (Issuer)

    7/21/25 4:15:05 PM ET
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    $AIMD
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    Ainos Reports Third Quarter 2024 Financial Results

    Secured multi-regional patent assets, strengthening Ainos' AI Nose technology.Expanded VELDONA® patent portfolio with a new invention patent for treatments and preventions for coronavirus infections.Progressed clinical trials for VELDONA®, including new studies on Sjögren's syndrome and HIV-related oral warts. SAN DIEGO, CA / ACCESSWIRE / November 6, 2024 / Ainos, Inc. (NASDAQ:AIMD)(NASDAQ:AIMDW) ("Ainos", or the "Company"), an innovative healthcare company focused on advanced AI-driven point-of-care testing ("POCT") and low-dose interferon therapeutics, today announced its financial results for the third quarter ended September 30, 2024.Chun-Hsien (Eddy) Tsai, Chairman of the Board, Preside

    11/6/24 4:30:00 PM ET
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    Biotechnology: Pharmaceutical Preparations
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    Ainos Reports Second Quarter 2024 Financial Results

    Enrolling first subject for FCGS clinical study marks a solid start in shifting animal health emphasis to drug developmentsRobust financial runway for over 12 months following the prepayment of a senior secured convertible noteSAN DIEGO, CA / ACCESSWIRE / August 5, 2024 / Ainos, Inc. (NASDAQ:AIMD, AIMDW))) ("Ainos", or the "Company"), a diversified healthcare company focused on novel AI-powered point-of-care testing ("POCT") and low-dose interferon therapeutics ("VELDONA®"), today announced its financial results for the second quarter ended June 30, 2024.Chun-Hsien (Eddy) Tsai, Chairman of the Board, President, and Chief Executive Officer of Ainos, commented, "We've made meaningful progress

    8/5/24 4:15:00 PM ET
    $AIMD
    Biotechnology: Pharmaceutical Preparations
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    Ainos Reports First Quarter 2024 Financial Results

    Strategic focus on VELDONA and AI-powered point-of-care testing continues during 2024US$9M growth capital secured in May strengthens financial position for executing growth strategy SAN DIEGO, CA / ACCESSWIRE / May 13, 2024 / Ainos, Inc. (NASDAQ:AIMD, AIMDW))) ("Ainos", or the "Company"), a diversified healthcare company focused on the development of novel point-of-care testing ("POCT"), low-dose interferon therapeutics, and synthetic RNA-driven preventative medicine, today announced its financial results for the first quarter ended March 31, 2024.Chun-Hsien (Eddy) Tsai, Chairman of the Board, President, and Chief Executive Officer of Ainos, commented, "In the first quarter, we successfully

    5/13/24 4:10:00 PM ET
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    Biotechnology: Pharmaceutical Preparations
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    Ainos Unveils AI Nose for Robotics: Invites Global Robotics Companies to Join Forces in Shaping the Future of Smell-Enabled Robots

    Ainos invites robotics and humanoid companies to join Ainos Alliance and digitize smell SAN DIEGO, CA / ACCESSWIRE / January 13, 2025 / Ainos, Inc. (NASDAQ:AIMD)(NASDAQ:AIMDW), a pioneer of digitizing scent, proudly announces its revolutionary AI Nose for robotics application and invites robotics companies worldwide to join Ainos Alliance. This technology aims to equip robots with the ability to "smell," filling a long-standing gap in sensory capabilities. Powered by advanced artificial intelligence (AI) and micro-electromechanical systems (MEMS) gas sensors, AI Nose redefines how robots interact with the world, enabling transformative applications across industrial, healthcare, and everyday

    1/13/25 10:00:00 AM ET
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    Amendment: SEC Form SC 13D/A filed by Ainos Inc.

    SC 13D/A - Ainos, Inc. (0001014763) (Subject)

    11/27/24 6:08:44 AM ET
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    SEC Form SC 13D filed by Ainos Inc.

    SC 13D - Ainos, Inc. (0001014763) (Subject)

    8/21/24 8:22:28 PM ET
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    Amendment: SEC Form SC 13D/A filed by Ainos Inc.

    SC 13D/A - Ainos, Inc. (0001014763) (Subject)

    8/20/24 4:05:21 PM ET
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