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Ainos, Inc.

For the period ended Dec 31, 2025. Filed Mar 30, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Mar 30, 2026

AIMD$0.47-21.8%Stored close · as of Nov 10, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Contents

Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Report of Independent Registered Public Accounting Firm (PCAOB ID: 6871 and 2851)F-2
Consolidated Balance Sheets as of December 31, 2025 and 2024F-4
Consolidated Statements of Operations for the years ended December 31, 2025 and 2024F-5
Consolidated Statements of Comprehensive Loss for the years ended December 31, 2025 and 2024F-6
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2025 and 2024F-7
Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024F-8
Notes to Financial Statements for the years ended December 31, 2025 and 2024F-9

EXHIBIT INDEX

INCORPORATED BY REFERENCE
EXHIBIT NUMBERDESCRIPTIONFILED WITH THIS FORM 10-KFILING DATE WITH SECFORMEXH #HYPERLINK TO FILINGS
3.1Restated Certificate of Formation of the Company, dated April 15, 20214/21/20218-K3.1Restated Certificate of Formation of the Company, dated April 15, 2021
3.2Certificate of Amendment to the Restated Certificate of Formation, dated August 8, 20228/12/20228-K3.1Certificate of Amendment, dated August 8 2022
3.3Certificate of Amendment to the Restated Certificate of Formation of Ainos, Inc., as filed with the Texas Secretary of State on June 6, 202507/01/20258-K3.1Certificate of Amendment to the Restated Certificate of Formation
3.4Amended and Restated Bylaws of the Company, effective September 28, 202210/4/20228-K3.2Amended and Restated Bylaws, effective September 28, 2022
3.5Amended and Restated Bylaws of Ainos, Inc.06/20/20248-K3.1Amended and Restated Bylaws
4.1Form of Common Stock Certificate4/3/202310-K4.1(a)Form of Common Stock Certificate
4.2Form of Warrant8/2/2022S-1/A4.1Form of Warrant
4.3Form of Warrant Agency Agreement8/2/2022S-1/A4.2Form of Warrant Agency Agreement
4.4Form of Convertible Promissory Note9/29/20238-K4.2Form of Convertible Promissory Note
4.5Form of Common Stock Purchase Warrant9/29/20238-K4.3Form of Common Stock Purchase Warrant
4.6Form of Placement Agent Warrant9/29/20238-K4.1Form of Placement Agent Warrant
4.7Description of securitiesX
4.8First Amendment, dated January 23, 2024, to Senior Secured Convertible Promissory Note dated as of September 28, 202301/25/20248-K4.1First Amendment, dated January 23, 2024, to Senior Secured Convertible Promissory Note dated as of September 28, 2023
4.9Voting Deed, dated as of May 3, 2024, by and among Ainos, Inc., a Cayman Islands company, and ASE Test, Inc.05/06/20248-K4.1Voting Deed
4.10Convertible Promissory Note, dated as of May 3, 2024, issued by Ainos, Inc. in favor of ASE Test, Inc. in the principal amount of US$9,000,000.05/06/20248-K4.2Convertible Promissory Note
4.11Common Stock Warrant, dated as of May 3, 2024, issued by Ainos, Inc. to ASE Test, Inc.05/06/20248-K4.3Common Stock Warrant
9.1Voting Agreement dated September 2, 20228/15/202313D/A1Voting Agreement
9.2Voting Agreement dated on January 26, 20241/29/202413D/A1Voting Agreement
9.3Termination Agreement dated on January 26, 20241/29/202413D/A2Termination Agreement
9.4Voting Agreement dated on March 7, 20243/8/202410-K9.4Voting Agreement
10.12018 Employee Stock Option Plan*4/16/201910-K10.722018 Employee Stock Option Plan
10.11Amended and Restated Asset Purchase Agreement, dated as of January 29, 2022, between Ainos Inc. and Ainos, Inc.2/3/20228-K2.1Amended and Restated Asset Purchase Agreement, dated as of January 29, 2022, between Ainos Inc. and Ainos, Inc.
10.12Convertible Promissory Note, dated as of January 30, 2022, issued by the Company to Ainos Inc.2/3/20228-K10.1Convertible Promissory Note, dated as of January 30, 2022, issued by the Company to Ainos Inc.
10.13Non-Convertible Promissory Note, dated March 4, 2022, issued by the Company to Ainos Inc.3/17/20228-K10(i)Non-Convertible Promissory Note, dated March 4, 2022, issued by the Company to Ainos Inc.
10.14Note Extension Agreement, dated March 17, 2022, between the Company and Ainos Inc.3/17/20228-K10 (ii)Note Extension Agreement, dated March 17, 2022, between the Company and Ainos Inc.
10.15Form of Convertible Note Purchase Agreement, between the Company and the purchasers party thereto4/4/20228-K2.1Form of Convertible Note Purchase Agreement, between the Company and the purchasers party thereto
10.16Form of Convertible Promissory Note4/4/20228-K10.1Form of Convertible Promissory Note
10.17Security Agreement, dated as of September 28, 2023, by and between Lind Global Fund II LP and Ainos, Inc.9/29/20238-K10.1Security Agreement, dated as of September 28, 2023, by and between Lind Global Fund II LP and Ainos, Inc.
10.18Securities Purchase Agreement, dated as of September 25, 2023, by and between Lind Global Fund II LP and Ainos, Inc.9/29/20238-K10.2Securities Purchase Agreement, dated as of September 25, 2023, by and between Lind Global Fund II LP and Ainos, Inc.
10.19Placement Agent Agreement, dated as of September 25, 2023 by and between Maxim Partners LLC and Ainos, Inc.9/29/20238-K10.3Placement Agent Agreement, dated as of September 25, 2023 by and between Maxim Partners LLC and Ainos, Inc.
10.20Employment Agreement by and between Lawrence K. Lin and the Company effective August 1, 2021*8/16/20218-K10.1(a)Employment Agreement by and between Lawrence K. Lin and the Company effective August 1, 2021
10.21Extension of the consulting agreement and pre-existing warrant certificate between the Company and i2China Management Group, LLC (originally dated April 15, 2018), dated November 30, 20203/30/202110-K10.1(J)Extension of the consulting agreement and pre-existing warrant certificate between the Company and i2China Management Group, LLC (originally dated April 15, 2018), dated November 30, 2020
10.22Employment Agreement, dated March 17, 2022, by and between the Company and Chun-Hsien Tsai*3/17/20228-K10(iii)Employment Agreement, dated March 17, 2022, by and between the Company and Chun-Hsien Tsai
10.23Employment Agreement, dated March 17, 2022, by and between the Company and Hui-Lan Wu3/17/20228-K10(iv)Employment Agreement, dated March 17, 2022, by and between the Company and Hui-Lan Wu
10.24Employment Agreement, dated March 17, 2022, by and between the Company and Chih-Heng Jack Lu3/17/20228-K10(v)Employment Agreement, dated March 17, 2022, by and between the Company and Chih-Heng Jack Lu
10.25Employment Agreement, dated May 8, 2023, by and between the Company and Meng-Lin Sung*3/8/202410-K10.25Employment Agreement, dated May 8, 2023, by and between the Company and Meng-Lin Sung
10.26English Translation of Product Development Agreement, dated on August 1, 20211/12/20248-K10.1English Translation of Product Development Agreement, dated on August 1, 2021
10.27English Translation of Addendum to the Product Development Agreement, dated on January 9, 20241/12/20248-K10.2English Translation of Addendum to the Product Development Agreement, dated on January 9, 2024
10.28Ainos NISD Inabata Codevelopment Agreement - August 9, 2023, Appendix 1 and 2 redacted11/9/202310-Q10.1Ainos NISD Inabata Codevelopment Agreement - August 9, 2023, Appendix 1 and 2 redacted
10.29Mandate Agreement03/19/20248-K10.1Mandate Agreement
10.30Convertible Note and Warrant Purchase Agreement, dated May 3, 2024, by and between Ainos, Inc. and ASE Test, Inc.05/06/20248-K10.1Convertible Note and Warrant Purchase Agreement
10.31At The Market Offering Agreement between Ainos, Inc. and H.C. Wainwright & Co., LLC05/31/2024S-31.1At The Market Offering Agreement
10.32English Translation of Second Addendum to Product Development Agreement, dated July 8, 202407/12/20248-K10.1English Translation of Second Addendum to Product Development Agreement
10.33English Translation of Third Addendum to Product Development Agreement, dated October 16, 202410/22/20248-K10.1English Translation of Third Addendum to Product Development Agreement
10.34Patent License Agreement, dated August 6, 2024, by and between Ainos, Inc. and Taiwan Carbon Nano Technology Corporation.08/09/20248-K10.1Patent License Agreement
10.35Amendment to Convertible Promissory Note, dated March 10, 202503/11/20258-K10.1Amendment to Convertible Promissory Note
10.36Amendment to Convertible Promissory Note, dated March 10, 202503/14/20258-K10.1Amendment to Convertible Promissory Note
10.37English Translation of Fourth Addendum to Product Development Agreement, dated October 15, 202510/17/20258-K10.1English Translation of Fourth Addendum to Product Development Agreement
14.1Code of Ethics8/26/20218-K14.1Code of Ethics
19.1Insider Trading Policy11/15/202110-Q99.5Insider Trading Policy of the Board of Directors, as amended and adopted August 20, 2021
21.1List of SubsidiariesX
23.1Consent of KCCW Accountancy Corp., independent registered public accounting firmX
23.2Consent of YCM CPA INCX
24.1Power of AttorneyX
31.1Certification of Chief Executive Officer Pursuant to Rule 13a-15(e) or Rule 15d-15(e)X
31.2Certification of Chief Financial Officer Pursuant to Rule 13a-15(e) or Rule 15d-15(e)X
32.1Certification Of Principal Executive Officer Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 Of The Sarbanes-Oxley Act Of 2002X
32.2Certification Of Principal Financial Officer Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 Of The Sarbanes-Oxley Act Of 2002X
97.1Clawback policy3/8/202410-K97.1Clawback Policy

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

  • Indicates a management contract or compensatory plan or arrangement.
ContentsView on SEC.gov

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