AIMD Ainos, Inc. - 8-K

Item 3.02 Unregistered Sales of Equity Securities

On
December 30, 2025, following the approval by the board of directors of Ainos, Inc. (the “Company”), the Company issued 1,160,000
shares of common stock (“AIMD Shares”), par value $0.01 (the “Common Stock”) to its wholly owned subsidiary,
ScentAI Inc. (“ScentAI”), in exchange for 116,000,000 shares of common stock to be issued by ScentAI. The AIMD Shares issued
to ScentAI shall have no voting power, for so long as they are owned by a wholly owned subsidiary of the Company. Following this issuance,
as of December 30, 2025, the Company had 6,982,675 shares of Common Stock outstanding.

The
issuances of the securities were made without registration under the Securities Act of 1933, as amended (the “Securities Act”),
in reliance on the exemption provided by Section 4(a)(2) of the Securities Act as a transaction not involving a public offering.