UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment No. )*
Ainos,
Inc.
(Name
of Issuer)
Common
Stock, par value $0.01 per share
(Title
of Class of Securities)
00902F303
(CUSIP
Number)
Chun-Hsien
Tsai
Chief
Executive Officer
Ainos,
Inc.
14F.,
No. 61, Sec. 4, New Taipei Boulevard, Xinzhuang District
New
Taipei City 242, Taiwan F5
886-37-581999
(Name,
Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
August
15, 2024
(Date
of Event Which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7
for other parties to whom copies are to be sent.
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover
page.
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
CUSIP
No. 00902F303
| 1 |
NAME
OF REPORTING PERSON:
Taiwan
Carbon Nano Technology Corporation (“TNCT”) |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a)
☒
(b)
☐ |
| 3 |
SEC
USE ONLY:
|
| 4 |
SOURCE
OF FUNDS (SEE INSTRUCTIONS):
OO |
| 5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
☐ |
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Taiwan,
Republic of China |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE
VOTING POWER:
0 |
| 8 |
SHARED
VOTING POWER:
5,500,000
(1) |
| 9 |
SOLE
DISPOSITIVE POWER:
5,500,000
(1) |
| 10 |
SHARED
DISPOSITIVE POWER:
0 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
5,500,000
(1) |
| 12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
40.23%
(2) |
| 14 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS):
CO |
| (1) | Represents
beneficial ownership of 5,500,000 shares of common stock, $0.01 par value (the “Common
Stock”), of Ainos, Inc., a Texas corporation (the “Issuer”), which are
subject to a voting agreement between TCNT and Ainos Inc., a Cayman Islands corporation (“Ainos
KY”). For further details, please see Item 3 and Item 6. |
| (2) | Based
on the sum of (i) 7,663,022 shares of Common Stock outstanding as of August 2, 2024 as set
forth in the Quarterly Report on Form 10-Q of the Issuer filed with the SEC on August 5,
2024, (ii) 382,384 shares of Common Stock issued to an institutional investor upon conversion
of certain convertible notes on August 5, 2024, (iii) 5,500,000 shares of Common Stock issued
to TCNT pursuant to the patent license agreement (the “License Agreement”)
by and between the Issuer and TCNT, dated August 15, 2024, and (iv) 126,060 restricted stock
units that vested on August 15, 2024 under the Ainos, Inc. 2023 Stock Incentive Plan. |
Item
1. Security and Issuer
This
Schedule 13D is being filed to reflect the acquisition by Taiwan Carbon Nano Technology Corporation (“TCNT”) of 5,500,000
shares of Common Stock pursuant to a patent license agreement, dated August 6, 2024, by and between the Issuer and TCNT.
This
statement on Schedule 13D (this “Statement”) relates to the Common Stock, par value $0.01 per share of the Issuer. The address
of the principal executive corporate offices of the Issuer is 10F-2, No. 66, Shengyi 5th Rd., Zhubei City, Hsinchu County 302 , Taiwan
(R.O.C.).
Item
2. Identity and Background
(a)-(c)
This Schedule 13D is being filed by Taiwan Carbon Nano Technology Corporation, a Taiwanese corporation, with a principal executive office
at 10F-2, No. 66, Shengyi 5th Rd., Zhubei City, Hsinchu County 302 , Taiwan (R.O.C.).
The
principal business of TCNT includes the development of advanced materials for industrial and medical device applications.
For
disclosure relating to the directors and executive officers of TCNT, see Schedule A hereto.
(d)
During the last five years, none of the reporting person nor any director or executive officer of the reporting person have been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)
During the last five years, none of the reporting person nor any director or executive officer of reporting person was a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
(f)
The reporting person is organized in Taiwan, Republic of China.
Item
3. Source and Amount of Funds or Other Consideration
On
August 6, 2024, the Issuer entered into the License Agreement with TCNT. Pursuant to the License Agreement, TCNT has agreed to assign
and grant, and the Company has agreed to accept, an exclusive, irrevocable, and perpetual license of certain invention patents and patent
applications related to gas sensors and medical devices (the “Licensed Patents”), in exchange for 5,500,000 shares of the
Common Stock, at a price per share of 1.05 times the highest closing sale price of the Common Stock during the 30-trading day period
preceding the effective date of the License Agreement. On August 15, 2024, the Issuer issued the 5,500,000 shares to TCNT pursuant to
the License Agreement.
Item
4. Purpose of Transaction
The
shares were issued to TCNT as the consideration pursuant to the License Agreement the Issuer entered into and consummated on August 6,
2024.
Except
to the extent provided in this Statement, the reporting person has no current plans or proposals that relate to or could result in any
of the matters referred to in paragraphs (a) through (j) inclusive, of Item 4 of Schedule 13D. The reporting person may, at any time
and from time to time, review or reconsider their positions and/or change their purposes and/or formulate plans or proposals with respect
thereto.
Item
5. Interest in Securities of the Issuer
(a)
- (b) The information requested by these paragraphs are incorporated herein by reference to the cover pages to this Statement.
(c)
The reporting person has not effected any transactions in Common Stock during the past 60 days, except as described in this Statement.
(d)
The information in Item 2 is incorporated by reference into this Item 5(d).
(e)
Not applicable.
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
The
reporting person’s responses to Items 3 – 5 are incorporated by reference into this Item 6.
TCNT
directly holds 5,500,000 shares of Common Stock.
Effective
August 15, 2024, Ainos Inc., a Cayman Islands company (“Ainos KY”) and TCNT entered into a voting agreement (the “Voting
Agreement”) with respect to the voting stock of the Issuer held by TCNT. Pursuant to the Voting Agreement, TCNT has agreed to vote
all of the voting stock of the Company that is current owns or will acquire in the future in the manner determined by Ainos KY in its
sole discretion. The Voting Agreement may only be terminated if (i) Ainos KY directly holds less than 10% of the shares of the Issuer;
or (ii) when Ainos KY directly holds shares which have less than 10% of the voting power in the Issuer. This voting agreement will cease
to apply to a particular stockholder when the stockholder holds no shares in the Issuer; or when the stockholder ceases to be subject
to the obligations under Section 16 of the Securities Exchange Act of 1934, as amended, if applicable.
Except
as set forth herein, the reporting person has no other contracts, arrangements, understandings or relationships (legal or otherwise)
with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings
or relationships concerning the transfer or voting of such securities, finder’s fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.
Item
7. Material to be Filed as Exhibit
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Dated:
August 21, 2024
| |
Taiwan Carbon Nano Technology Corporation |
| |
|
|
| |
By: |
/s/
Tsai, Chun-Hsien |
| |
Name: |
Tsai,
Chun-Hsien |
| |
Title: |
Chairman,
Chief Executive Officer |
Schedule
A
Directors
and Executive Officers of Taiwan Carbon Nano Technology Corporation
| Name |
|
Principal
Occupation (and name/address of employer if not one of the entities listed on this Schedule) |
|
Principal
Business Address |
|
Interest
in Issuer (in shared of Common Stock) |
| Ting-Chuan
Lee |
|
Director
of TCNT and employee director of the Issuer |
|
See
Note 1. |
|
95,2312 |
| Chung
Yi-Tsai |
|
Director
of TCNT and non-employee director of the Issuer |
|
See
Note 1. |
|
52,9324 |
| Chun-Hsien
Tsai |
|
Director
of Ainos KY, Chairman and Chief Executive Officer of TCNT, and Chairman, President, and CEO of the Issuer |
|
See
Note 1. |
|
302,3192 |
| Chun-Jung
Tsai |
|
Director
of each of Ainos KY and TCNT and employee director of the Issuer |
|
See
Note 1. |
|
88,3863 |
| Ching-Ho
Tsai |
|
Director
of TCNT |
|
See
Note 1. |
|
None |
| A-Wen
Tsai Huang |
|
Supervisor
of TCNT |
|
See
Note 1. |
|
None |
Note
1: The address of each individual is c/o 10F-2, No. 66, Shengyi 5th Rd., Zhubei City, Hsinchu County 30261, Taiwan (R.O.C.) and each
individual is a citizen of Taiwan.
Note
2: The combined beneficial ownership of Chun-Hsien Tsai and Ting Chuan Lee totals 397,550 shares. Chun-Hsien Tsai directly and beneficially
owns 302,319 shares, and his wife, Ting Chuang Lee directly and beneficially owns 95,231 shares.
Note
3: Chun-Jung Tsai beneficially owns 88,386 shares of Common Stock of the Issuer.
Note
4: Chung Yi-Tsai beneficially owns 52,932 shares of Common Stock of the Issuer.
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