UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

                                                        

 

FORM 8-K

                                                         

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): December 7, 2023

 

AINOS, INC.

(Exact name of registrant as specified in its charter)

 

Texas

 

0-20791

 

75-1974352

(State or other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(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

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

 

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

 

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

 

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company  ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

 

Item 5.07(b). Submission of Matters to a Vote of Security Holders.

 

At the Annual Meeting of Ainos, Inc. (the “Company”) held on Friday, December 8, 2023, 9:30 a.m., Taiwan Standard Time [December 7, 2023, Thursday, 5:30 p.m. Pacific Standard Time] (the “Annual Meeting”), the Company’s stockholders voted upon the following three (3) proposals, each of which is described in more detail in the Company’s Definitive Proxy Statement (the “Proxy Statement”). The final vote results for each proposal were as follows:

 

Proposal 1: To ratify the appointment of KCCW Accountancy Corp. as the Company‘s independent registered public accounting firm for the Company’s fiscal year ended December 31, 2023.

 

The appointment of KCCW Accountancy Corp. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 was ratified by the stockholders, by the vote indicated below:

 

FOR

AGAINST

ABSTAIN / WITHHELD

BROKER NON-VOTES

15,860,491 (78.15%)

118,473 (0.58%)

2,569 (0.01%)

0

 

Proposal 2: To approve, by non-binding vote, the Advisory Approval of Executive Compensation Fiscal 2022 compensation paid to the Company's named executive officers, as disclosed in the Company's proxy statement (“Say-on-Pay”).

 

The Company’s stockholders approved, on an advisory non-binding basis, the compensation of the named executive officers of the Company, as disclosed in the Proxy Statement, by the vote indicated below:

 

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

14,348,052 (70.70%)

45,010 (0.22%)

4,192 (0.02%)

1,584,279

 

Proposal 3: To recommend, by non-binding vote, the frequency of executive compensation votes of our Named Executives (“Say-on-Frequency”).

 

The Company’s stockholders voted, on an advisory non-binding basis, for the frequency of future advisory votes on compensation for the Company’s Named Executive Officers, the results of which are indicated below:

 

EVERY ONE YEAR

EVERY TWO YEARS

EVERY THREE YEARS

ABSTAIN

668,346 (3.29%)

9,657 (0.04%)

13,714,238 (67.58%)

5,013 (0.02%)

 

Item 5.07(d). Submission of Matters to a Vote of Security Holders.

 

At the Company’s Annual Meeting, the Company’s stockholders approved the frequency of future advisory votes on the compensation of our Named Executive Officers as set forth in the table described herein under Item 5.07(b), which is incorporated herein by this reference.

 

Based on the affirmative votes of the Company’s stockholders, which were consistent with the recommendation of the Company’s Board of Directors (the “Board”), the Board has determined that the Company will continue to hold an advisory vote on the compensation of the Named Executive Officers every three (3) years until the next vote on the frequency of holding such advisory votes.

 

Item 9.01. Financial Statements and Exhibits.

 

Exhibit

 

Description

 

 

 

104

 

Cover Page Interactive Data File (formatted as Inline XBRL)

 

 
2

 

 

SIGNATURES

 

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

 

 

Ainos, Inc.

 

 

 

 

 

Date:  December 8, 2023

By:

/s/ Chun-Hsien Tsai

 

 

 

Name: Chun-Hsien Tsai

 

 

 

Title: Chief Executive Officer

 

 

 
3

 

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Cover
Dec. 07, 2023
Document Information Line Items  
Entity Registrant Name AINOS, INC.
Entity Central Index Key 0001014763
Document Type 8-K
Amendment Flag false
Entity Emerging Growth Company false
Document Period End Date Dec. 07, 2023
Entity File Number 0-20791
Entity Incorporation State Country Code TX
Entity Tax Identification Number 75-1974352
Entity Address Address Line 1 8880 Rio San Diego Drive
Entity Address Address Line 2 Ste. 800
Entity Address City Or Town San Diego
Entity Address State Or Province CA
Entity Address Postal Zip Code 92108
City Area Code 858
Local Phone Number 869-2986
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Common Stock [Member]  
Document Information Line Items  
Security 12b Title Common Stock, par value $0.01 per share
Trading Symbol AIMD
Security Exchange Name NASDAQ
Warrant [Member]  
Document Information Line Items  
Security 12b Title Warrants to purchase Common Stock
Trading Symbol AIMDW
Security Exchange Name NASDAQ
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