10-Q

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 September 30, 2021

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. 0-20791

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)

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

142,442,215 shares of common stock, par value $0.01 per share, outstanding as of November 15, 2021

AINOS, INC.

INDEX

		PAGE NO.
PART I:	FINANCIAL INFORMATION
ITEM 1.	Financial Statements	3
	Balance Sheets– September 30, 2021 and December 31, 2020 (unaudited)	3
	Statements of Operations – Three and Nine Months Ended September 30, 2021 and 2020 (unaudited)	4
	Statements of Stockholders’ Equity (Deficit) – Three Months Ended September 30, 2021 and 2020	5
	Statements of Stockholders’ Equity (Deficit) – Nine Months Ended September 30, 2021 and 2020	6
	Condensed Statements of Cash Flows – Nine Months Ended September 30, 2021 and 2020 (unaudited)	7
	Notes to Financial Statements (unaudited)	8
ITEM 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	14
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	32
ITEM 4.	Controls and Procedures	32
PART II:	OTHER INFORMATION
ITEM 1.	Legal Proceedings	33
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	36
ITEM 3.	Defaults Upon Senior Securities	36
ITEM 4.	Mine Safety Disclosures	36
ITEM 5.	Other Information	36
ITEM 6.	Exhibits	38
Signatures		39

2

PART I - FINANCIAL INFORMATION

ITEM 1. Financial Statements

Ainos, Inc.

Balance Sheets

(Unaudited)

	September 30,			December 31,
	2021			2020
Assets
Cash and cash equivalents	$	706,931		$	22,245
Accounts receivable		44,643			-
Inventory		175			3,024
Prepaid expense and other current assets		133,065			51,144
Total current assets		884,814			76,413
Patents, net		19,011,337			180,628
Property and equipment, net		39,956			3,249
Right of Use Asset		55,724			-
Other Assets		1,795			-
Total assets	$	19,993,626		$	260,290
Liabilities and Stockholders' Equity (Deficit)
Current liabilities:
Accounts payable and accrued expenses	$	578,549		$	145,567
Contract liabilities		37,616			-
Convertible notes payable – related party		2,000,193			805,001
Convertible notes payable		185,000			148,000
Lease Obligation-Current		20,619			-
Total current liabilities		2,821,977			1,098,568
Non-current liabilities:
Lease Obligation-Non current		35,289			-
Total liabilities		2,857,266			1,098,568
Stockholders' equity (deficit)
Preferred stock, $0.01 par value, 10 million shares authorized, 0 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively		-			-
Common Stock, $0.01 par value, 300 million shares authorized, 142,442,215 and42,066,172 shares outstanding at September 30, 2021 and December 31, 2020, respectively		1,424,422			420,662
Additional paid-in capital		24,369,245			4,961,315
Accumulated deficit		(8,664,145	)		(6,220,255	)
Translation adjustment		6,838			-
Total stockholders’ equity (deficit)		17,136,360			(838,278	)
Total liabilities and stockholders’ equity (deficit)	$	19,993,626		$	260,290

See accompanying notes to financial statements.

3

Ainos, Inc.

Statements of Operations

(Unaudited)

	Three months ended September 30						Nine months ended September 30
	2021			2020			2021			2020
Revenues	$	363,052		$	192		$	568,164		$	15,876
Cost of revenues		103,638			123			174,395			11,221
Gross margin		259,414			69			393,769			4,655
Operating expenses:
Research and development expenses		646,798			-			646,798			389
Selling, general and administrative expenses		795,958			321,153			2,178,969			1,001,893
Total operating expense		1,442,756			321,153			2,825,767			1,002,282
Operating loss		(1,183,342	)		(321,084	)		(2,431,998	)		(997,627	)
Non-operating income and expenses
Interest Income, net		23,517			(2,201	)		(9,361	)		(4,503	)
Other Losses		(285	)		-			(2,532	)		-
Total Non-operating income and expenses		23,232			(2,201	)		(11,893	)		(4,503	)
Profit before income tax		(1,160,110	)		(323,285	)		(2,443,891	)		(1,002,130	)
Less: Income tax		-			-			-			-
Net loss		(1,160,110	)		(323,285	)		(2,443,891	)		(1,002,130	)
Basic and diluted net loss per average share available to common shareholders		(0.10	)		(0.01	)		(0.03	)		(0.02	)
Weighted average common shares outstanding – basic and diluted		142,419,337			40,516,351			75,919,713			40,620,055

See accompanying notes to financial statements.

4

Ainos, Inc.

Statements of Stockholders’ Equity (Deficit)

For the three months ended September 30, 2021 and 2020

(Unaudited)

	Preferred Stock				Common Stock				Additional Paid in		Accumulated			Translation		Total Stockholders’ Equity
	Shares		Par Value		Shares		Par Value		Capital		Deficit			Adjustment		(Deficit)
Balance June 30, 2021		-	$	-		142,271,815	$	1,422,718	$	24,286,875	$	(7,504,035	)		-	$	18,205,557
Issuance of stock for compensation		-		-		-		-		-		-			-		-
Issuance of stock for Patent assets		-		-		-		-		-		-			-		-
Issuance of stock for Option		-		-		170,400		1,704		63,048		-			-		64,752
Warrant expense		-		-		-		-		3,417		-			-		3,417
Option expense		-		-		-		-		15,905		-			-		15,905
Net loss		-		-		-		-		-		(1,160,110	)		-		(1,160,109	)
Translation adjustment		-		-		-		-		-		-			6,838		6,838
Balance September 30, 2021		-	$	-		142,442,215	$	1,424,422	$	24,369,245	$	(8,664,145	)		6,838	$	17,136,360
Balance June 30, 2020		-	$	-		40,516,351	$	405,164	$	4,299,196	$	(5,448,477	)		-		(744,117	)
Issuance of stock for compensation		-		-		-		-		-		-			-		-
Issuance of stock for cash		-		-		400,000		4,000		96,000		-			-		100,000
Warrant expense		-		-		-		-		9,496		-			-		9,496
Option expense		-		-		-		-		181,376		-			-		181,376
Net loss for the period ended June 30, 2020		-		-		-		-		-		(323,285	)		-		(323,285	)
Translation adjustment		-		-		-		-		-		-			-		-
Balance September 30, 2020		-	$	-		40,916,351	$	409,164	$	4,586,068	$	(5,771,762	)		-	$	(776,530	)

See accompanying notes to financial statements.

5

Ainos, Inc.

Statements of Stockholders’ Equity (Deficit)

For the nine months ended September 30, 2021 and 2020

(Unaudited)

	Preferred Stock				Common Stock				Additional Paid in		Accumulated			Translation		Total Stockholders’ Equity
	Shares		Par Value		Shares		Par Value		Capital		Deficit			Adjustment		(Deficit)
Balance December 31, 2020		-	$	-		42,066,172	$	420,661	$	4,961,315	$	(6,220,254	)		-	$	(838,278	)
Issuance of stock for compensation		-		-		205,643		2,056		137,349		-			-		139,405
Issuance of stock for Patent assets		-		-		100,000,000		1,000,000		19,000,000		-			-		20,000,000
Issuance of stock for Option		-		-		170,400		1,704		63,048		-			-		64,752
Warrant expense		-		-		-		-		10,252		-			-		10,252
Option expense		-		-		-		-		197,281		-			-		197,281
Net loss		-		-		-		-		-		(2,443,891	)		-		(2,443,891	)
Translation adjustment		-		-		-		-		-		-			6,838		6,838
Balance September 30, 2021		-	$	-		142,442,215	$	1,424,422	$	24,369,245	$	(8,664,145	)		6,838	$	17,136,360
Balance December 31, 2019		-	$	-		40,516,351	$	405,164	$	4,207,786	$	(4,769,632	)		-	$	(156,682	)
Issuance of stock for compensation		-		-		-		-		-		-			-		-
Issuance of stock for cash		-		-		400,000	$	4,000		96,000		-			-		100,000
Issuance of stock for debt
Warrant expense		-		-		-		-		10,218		-			-		10,218
Option expense		-		-		-		-		272,064		-			-		272,064
Net loss		-		-		-		-		-		(1,002,130	)		-		(1,002,130	)
Translation adjustment		-		-		-		-		-		-			-		-
Balance September 30, 2020		-	$	-		40,916,351	$	409,164	$	4,586,068	$	(5,771,762	)		-	$	(776,530	)

See accompanying notes to financial statements.

6

Ainos, Inc.
Condensed Statements of Cash Flow
(Unaudited)

	Nine months ended September 30, 2021
	2021			2020
Net cash used in operating activities	$	(569,150	)	$	(244,967	)
Cash flows from investing activities
Investment in patents		-			(1,891	)
Purchase of fixed assets		(41,581	)		-
Proceeds from disposal of property, plant and equipment		36			-
Increase in refundable deposits		(1,795	)		-
Net cash flows used in investing activities		(43,340	)		(1,891	)
Cash flows from financing activities
Advances from shareholder		-			35,000
Proceeds from private placement offering, net		-			50,000
Proceeds from exercise of share options		64,752			-
Payments of lease liabilities		(6,815	)		-
Proceeds from convertible note payable –related party		1,232,192			-
Net cash provided by financing activities		1,290,129			85,000
Effect of changes in exchange rates		7,046			-
Net change in cash and cash equivalents		677,639			(325,272	)
Cash and cash equivalents at beginning of period		22,245			409,039
Cash and cash equivalents at end of period		706,931			83,767
Supplemental Cash Flow Information
Interest paid	$	9,363		$	4,895
Non-Cash Transactions
Stock issued for acquisition of patents	$	20,000,000		$	-
Stock issued for compensation, warrant and option expense	$	346,938		$	-
Stock issued for advances from investors	$	-		$	100,000
ROU Leased assets	$	62,723		$	-
Lease obligation	$	62,723		$	-

See accompanying notes to financial statements.

7

Ainos, Inc.

Notes to Financial Statements

(Unaudited)

1. Organization and Business. Ainos, Inc., formerly known as Amarillo Biosciences, Inc. (the “Company”) is a diversified healthcare company engaged in the research and development and sales and marketing of pharmaceutical and biotech products. The Company is a Texas corporation incorporated in 1984. The Company currently has offices in the United States and Taiwan. The Company operates a branch office in Taiwan registered as AINOS, INC. TAIWAN BRANCH.

2.

The Company is engaged in developing biologics for the treatment of human and animal diseases. Our current focus is research aimed at the treatment of human disease indications, including Sjögren’s syndrome, thrombocytopenia, and other indications using interferon (IFN) alpha that is administered in a proprietary low-dose non-injectable form. In addition to our core technology, we are working to expand our current focus into a diversified healthcare business portfolio in order to generate new revenue streams. We own patents with claims that encompass method of use or treatment, and/or composition of matter and manufacturing as well as design utility and/or invention. Of twelve issued patents, four patents are related to the low-dose oral delivery of interferon, three patents are associated with treatment of metabolic disorders, and five patents related to the development and manufacturing of point-of-care testing rapid test kit products that include diagnostics for COVID-19 (SARS CoV2 Antigen Rapid Test), pneumonia, vaginal infection and helicobacter pylori (H. pylori) bacterial infection.

We primarily operate three business units: the Pharmaceutical, Medical Devices and Preventive Medicine Divisions. Our Pharmaceutical Division is focused on low-dose, orally administered lozenges containing the natural immune system activator interferon-alpha as a treatment for a variety of disease indications. We own a proprietary library of over thirty years of scientific and clinical data on the human and animal applications of low-dose oral interferon. Our Medical Device Division is dedicated to developing a novel insulin pump and further development of point-of-care rapid test kits for the detection and diagnosis of human infections. Our Preventative Medicine Division, which has been restructured from our former Consumer Product Division, is focused on SRNA-based therapeutics.

3. Basis of presentation. The accompanying consolidated financial statements, which should be read in conjunction with the audited financial statements and footnotes included in the Company's Form 10-K for the year ended December 31, 2020, as filed with the Securities and Exchange Commission on March 30, 2021 attached hereto as Exhibit 13 and which is incorporated by this reference, have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three months and nine months ended September 30, 2021, are not necessarily indicative of the results that may be expected for the full year ending December 31, 2021.

4. Financial Condition. These financial statements have been prepared in accordance with United States generally accepted accounting principles, assuming that the Company will continue as a going concern. The accompanying financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

8

While the Company has recurring losses and generated negative cash flows from operations, the Company has taken initiatives to improve its management capacity and business operations. Such initiatives include the procurement of innovative diagnostic technologies and securing a strategic investor, as a result of the closing of a securities purchase agreement with Ainos, Inc. a Cayman Island corporation (“Ainos KY”) on April 15, 2021 (the “Ainos KY Transaction”). Details of the Ainos Transaction were disclosed in the Company’s Form 10-Q filing for the second quarter of 2021.

After closing the Ainos KY Transaction, the Company engaged additional management resources including Mr. Chun-Hsien Tsai as Chairman and CEO, Ms. Hui-Lan (Celia) Wu as CFO and Mr. Chih-Heng (Jack Lu) as Head of Corporate Development, retained key management and legal staff, and implemented new business initiatives. On June 14, 2021, the Company became the master sales and marketing agent for the Ainos SARS-Cov-2 Antigen Rapid Test Kit (“Ainos Covid-19 Test Kit”) which has generated $568,164 in sales thus far in 2021.

As of September 30, 2021, the Company’s financial improvement includes the following:

Total stockholder’s equity increased to $17,136,360 as of September 30, 2021 compared to a negative total shareholder’s equity of $838,278 as of December 2021.

Cash and cash equivalents increased to $706,931 as of September 30, 2021 compared to $22,245 at December 31, 2020. This is attributable to increased revenues from sales of our Ainos Covid-19 Test Kit in Taiwan and operational loans made to the Company by Ainos KY. The Company’s revenues increased to $568,164 during this reporting period compared to $15,876 as of third quarter of 2020.

The Company anticipates business revenues and potential additional financial support from Ainos KY and other entities to fund the Company’s operations over the next twelve months. The Company may raise additional capital through the issuance of equity securities, debt financings or other sources in order 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.

There can be no assurance that capital will be available as necessary to meet the Company's working capital requirements or, if the capital is available, that it will be on terms acceptable to the Company. Any issuances of additional equity securities by the Company may result in dilution in the equity interests of its current stockholders. Obtaining commercial loans will increase the Company's liabilities and future cash commitments to the extent such loans would be available. While management believes in its strategic plans, management cannot be certain that projected financial results can be achieved.

5.   Common Stock. As of September 30, 2021 there was an increase of $1,003,760 in par value common stock primarily as a result of the Ainos KY Transaction.

6. Convertible Notes Payable and Other Related Party Notes Payable. As of September 30, 2021 and December 31, 2020, the amount of convertible and non-convertible debt principal was $2,185,953 and $953,001, respectively. The details of the convertible and other non-convertible promissory notes payable are shown in the table below.

9

			Annual Interest Rate				Unpaid Principal Balance
No#	Effective Date	Due Date	From Effective	Following Maturity	Payee	Issuing Purpose	Sep 30, 2021	Dec 31, 2020
Payee: Dr. Stephen T. Chen, resigned as Chairman of the Board, President, and Board director April 15, 2021
#1.16	2016/01/30	Payable on demand	0.75%	NA	Stephen Chen	working capital	114,026	114,026
#2.16	2016/03/18	Payable on demand	0.65%	NA	Stephen Chen	working capital	262,500	262,500
#3.19	2019/09/01	2020/09/01	1.85%	10%	Stephen Chen	salary	39,392	39,620
#4.19	2019/12/01	2020/12/31	1.61%	10%	Stephen Chen	working capital	14,879	14,879
#6.20	2020/01/01	2021/01/01	1.85%	10%	Stephen Chen	salary	216,600	216,600
#7.20	2020/01/01	2021/01/02	1.60%	10%	Stephen Chen	working capital	23,366	23,366
#9.20	2020/01/01	2021/04/14	0.13%	10%	Stephen Chen	working capital	279,405	134,010
#10.21	2021/01/01	2021/04/01	1.85%	10%	Stephen Chen	salary	59,025
#11.21	2021/04/01	2021/05/01	1.85%	10%	Stephen Chen	salary	10,000
							1,019,193	805,001
Payee: Ainos KY, an affiliated company
#12.21	2021/04/27	2021/10/27	1.85%	NA	Ainos KY	working capital	15,000
#13.21	2021/05/05	2021/11/05	1.85%	NA	Ainos KY	working capital	20,000
#14.21	2021/05/25	2021/11/25	1.85%	NA	Ainos KY	working capital	30,000
#15.21	2021/05/28	2021/11/28	1.85%	NA	Ainos KY	working capital	35,000
#16.21	2021/06/09	2021/12/09	1.85%	NA	Ainos KY	working capital	300,000
#17.21	2021/06/21	2021/12/21	1.85%	NA	Ainos KY	working capital	107,000
#18.21	2021/07/02	2022/01/02	1.85%	NA	Ainos KY	working capital	54,000
#19.21	2021/09/01	2021/03/01	1.85%	NA	Ainos KY	working capital	120,000
#20.21	2021/09/28	2021/03/28	1.85%	NA	Ainos KY	working capital	300,000
							981,000	0
			Convertible and other notes payable- related parties				2,000,193	805,001
Payee: i2China Management Group LLC, a management consultant
#5.19	2019/09/01	2020/09/01	1.85%	10%	i2China	consulting fee	16,000	16,000
#8a.20	2020/01/01	2021/01/01	1.85%	10%	i2China	consulting fee	48,000	48,000
#8b.20	Retroactive from 2020/01/01	2021/01/01	1.85%	10%	i2China	consulting fee	84,000	84,000
#11.21	2021/01/01	2021/04/01	1.85%	10%	i2China	consulting fee	37,000
			Convertible and other notes payable				185,000	148,000
			Total Convertible and other notes payable				2,185,193	953,001

10

All of the aforementioned convertible and non-convertible promissory notes are unsecured and due on demand. All shares issued upon conversion are restricted and subject to Rule 144 promulgated under the U.S. Securities Act of 1933 (the “Securities Act”); subject to any exemptions or exclusions under the Act. The Company may prepay the notes in whole or in part at any time without penalty.

The promissory notes due to Dr. Stephen T. Chen and Ainos KY are related party notes.

i2China Management Group, LLC (“i2China”) and Dr. Stephen T. Chen (together the “Payees”), have both agreed to waive any and all rights pertaining to the conditional term “Annual Interest Rate on Matured, Unpaid Amounts: 10% per annum, compounded annually of Convertible Notes” in regards to interest charged on any unpaid amounts following maturity for all of their respective notes. The Company and the Payees agree that the originally agreed annual interest rate will continue to be valid for any unpaid amounts after maturity. The amended terms of the above convertible notes were made during 2021 Q3 on September 1, 2021. The waived interest amount was $45,875.

				Unpaid	Interest Rate		Interest amount			Interest
No#	Date	Payee	Description	Principal Amount	Original	after Maturity	Original rate	10%	Total	after Maturity	Interest Waived
#1.16	1/30/2016	Stephen	working capital	114,026	0.75%	NA	5,624	0	5,624	5,624	0
#2.16	3/18/2016	Stephen	working capital	262,500	0.65%	NA	9,447	0	9,447	9,447	0
#3.19	9/1/2019(DS)	Stephen	salary	39,392	1.85%	10%	714	4,340	5,054	1,518	3,536
#4.19	12/1/2019(DE)	Stephen	working capital	14,879	1.61%	10%	257	1,132	1,389	439	950
#6.20	1/1/2020(DS)	Stephen	salary	216,600	1.85%	10%	2,179	16,363	18,543	5,206	13,336
#7.20	1/1/2020(DE)	Stephen	working capital	23,366	1.60%	10%	72	1,753	1,825	352	1,473
#9.20	11/2020 (Open)	Stephen	working capital	279,405	0.13%	10%	81	12,864	12,945	248	12,697
#10.21	1/1/2021(DS)	Stephen	salary	59,025	1.85%	10%	178	2,968	3,146	725	2,421
#11.21	4/1/2021(DS)	Stephen	salary	10,000	1.85%	10%	15	420	435	93	342
				1,019,193	1.85%	10%	18,566	39,841	58,407	23,653	34,754
#5.19	9/1/2019	i2China	consulting fee	16,000	1.85%	10%	253	1,759	2,012	579	1,433
#8a.20	1/1/2020	i2China	consulting fee	48,000	1.85%	10%	483	3,626	4,109	1,154	2,955
#8b.20	1/1/2020	i2China	retroactive increase	84,000	1.85%	10%	1,554	6,399	7,953	2,738	5,215
#11.21	1/1/2021(DS)	i2China	consulting fee	37,000	1.85%	10%	107	1,860	1,967	450	1,517
				185,000			2,397	13,645	16,041	4,920	11,121
TOTAL ACCRUED				1,204,193			20,963	53,485	74,448	28,573	45,875

The accrued interest amount was $31,983 and $18,691 as of September 30, 2021 and December 31, 2020, respectively.

11

7. Related Party Transactions

The following is a list of related parties who have undertaken transactions with the Company during this reporting period:

Name of the related party	Relationship	Description
Taiwan Carbon Nano Technology Corporation (TCNT)	Affiliated company
Ainos, Inc. (Cayman Island) ( Ainos KY)	Affiliated company
ASE Technology Holding	Affiliated company	Parent company of ASE Test Inc. which is Ainos KY's board member and with more than 10% of the voting rights
i2 China Management Group LLC (i2 China)	Affiliated company	Sole member owner is Lawrence Lin, EVP Operations effective August 1, 2021
Dr. Stephen T. Chen	Principal owner	Shareholder with more than 5% of Company voting rights, Ainos' former Chairman, President, CEO and CFO
Chun-Hsien Tsai	Board of Director, Executive Officer and Immediate Family	Chairman of BOD, President, CEO and spouse of Ting-Chuan Lee
Ting-Chuan Lee	Board of Director and Immediate Family	Spouse of Chun Hsien Tsai
Hui-Lan Wu	Executive Officer	CFO
Lawrence Lin	Key management	EVP Operations effective August 1, 2021
Chih-Heng Lu	Key management	Director of Corporate Development and Corporate Secretary
John Junyong Lee	Key management	Chief Legal Counsel and Corporate Secretary rewarded by fixed monthly fee and performance bonus effective September 1,2021 Chief Legal Counsel and Corporate Secretary
Chien-Hsuan Huang	Immediate Family of Director	Spouse of Wen-Han Chang
Bernard Cohen	Former CFO	Resigned on April 5, 2021

Below is a summary of the significant related party transactions entered into by the Company over the first nine months of 2021:

Financial support

	Convertible Note				Related Interest Expense
	Nine months ended September 30, 2021		As of September 30, 2021		Nine months ended September 30, 2021		As of September 30, 2021
Ainos KY		981,000		981,000		3,410		3,410
i2China		37,000		185,000		2,087		4,920
Dr. Stephen T. Chen		15,272		1,019,193		5,936		23,653
		1,033,272		2,185,193		11,433		31,983

i2China became an affiliate of the Company as of August 1, 2021. From August 1, 2021 to September 30, 2021, interest payable to i2China amounted to $496.

Other transactions

- Inventory purchases from TCNT totaling $173,657.

- Product co-development agreement with TCNT resulting in $117,386 in costs and $122,680 in accounts payable.

- Sale of products to ASE Technology Holding totaling $185,376.

- Three-year office space was leased from a related party resulting in ROU Asset totaling $55,728 and Lease Obligations totaling $55,908. The Company makes monthly lease payments of $1,785.

- Product development consulting fee of $7,215 payable to Huang Chien-Hsuan, of which $6,671 remains outstanding and payable.

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- Product development consulting fee of $7,215 payable to Huang Chien-Hsuan, of which $6,671 remains outstanding and payable.

-  On August 1, 2021, the Company entered into a five-year product development agreement with TCNT. Pursuant to the agreement both parties will endeavor to develop pharmaceutical, medical and preventive medicine related products.  Under the agreement the Company is designated as the exclusive sales agent of the resulting products.  The agreement also provides for the Company to bear the expenses of product development and for TCNT to contribute personnel and facilities. Both parties shall each jointly own an equal proportion of the intellectual property rights arising from the product co-development cooperation. As a result, the Company incurred $117,386 in product co-development expenses and $122,680 in accounts payable during the reporting period.

- The Company issued common stock as partial compensation to Dr. Stephen T. Chen and Bernard Cohen as follows:

		Shares		Par Value		Paid in Excess of Par		Total amount		Price per share
06/30/2021	Bernard Cohen		5,876		58.76		3,107.89		3,166.65		0.5389
06/30/2021	Dr. Stephen T. Chen		53,419		534.19		32,799.14		33,333.33		0.6240
			59,295		593		35,907		36,500

8. Subsequent Events.

The Company engaged PricewaterhouseCoopers, Taiwan (“PWC”) as independent accountants of Ainos Inc. Taiwan Branch under an engagement agreement dated October 4, 2021 (“Audit Engagement”). The Audit Engagement covers audit services for the years ending December 31, 2021 and 2022 and PWC will issue interfirm audit reports for group reporting purposes to the Company’s group audit firm, PWR CPA, LLP. Additionally, the Company engaged PWC under separate agreements dated October 4, 2021 for PWC to render advisory services in connection to the Company’s internal controls over financial reporting as required under section 404 of the Sarbanes-Oxley Act (“SOX Engagement”) and in respect to compliance with Taiwan corporate income tax requirements for the tax years ending December 31, 2021 and 2022 (“Taiwan Tax Engagement”).

On October 6, 2021, the Company board of directors approved and adopted the following resolutions:

· Effective August 30, 2021, the Board appointed Hsiu-Chen Chiu and Wen-Han Chang to serve on the Compensation Committee;

· Effective August 30, 2021, the Board appointed Yao-Chung Chiang, Wen-Han Chang and Hsiu-Chen Chiu to serve on the Audit Committee;

· Board approval of the Company’s 2021 Employee Stock Purchase Plan, 2021 Stock Incentive Plan, and 2021 Director Compensation Policy and, if required, shall submit the same for formal adoption by a vote of the Company’s shareholders

· Board approval of the Company’s Related Transaction Policy, Hedging Policy, and the Diversity Policy of the Board; and

· Board approval of the Company’s engagement agreements dated October 4, 2021 with PricewaterhouseCoopers, Taiwan (“PWC”)

On November 1, 2021, the Company engaged its former President and CEO, Dr. Stephen T. Chen, as a consultant to assist with its pharmaceutical division. The Company agrees to pay Dr. Chen 50,000 New Taiwan Dollars (NTD) per month for a period of one year for his services. With over 30 years of pharmaceutical professional experience, we expect Dr. Chen to provide technical assistance on our pharmaceutical development initiatives, analyze results from second phase interferon studies for Thrombocytopenia, and contribute to the protocol design of the third phase of interferon development focused on Sjögren’s syndrome. Lastly, we expect that Dr. Chen will provide assistance for our mass commercial production of low-dose interferon products.

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

The following discussion should be read in conjunction with our financial statements and the notes thereto which appear elsewhere in this report. The results shown herein are not necessarily indicative of the results to be expected in any future periods.

OVERVIEW

The Company

Ainos, Inc. (the “Company”) is a Texas corporation incorporated in 1984 engaged in the discovery and development of pharmaceuticals, medical devices and preventative medicine. The Company currently has offices in the United States and Taiwan. The Company operates a branch office in Taiwan registered as AINOS, INC. TAIWAN BRANCH.

Our Business Divisions

We operate through three business divisions: Pharmaceutical, Medical Devices and Preventive Medicine. Our Preventive Medicine Division was formerly the Consumer Product Division.

Pharmaceutical: Low-dose lozenge interferon alpha (IFN-α) Research. Our core pharmaceutical drug development platform, VELDONA (Very Low-Dose Oral Interferon Alpha), is the result of more than thirty years of clinical research on low-dose non-injectable interferon alpha (IFN-α), which has been shown to be effective in trials against a variety of diseases, including thrombocytopenia, Sjögren’s syndrome, hepatitis C, influenza, HIV, SARS, and other conditions ranging from genital warts to canker sores. Shifting to a more focused approach, we plan to conduct further clinical trials of VELDONA on thrombocytopenia and Sjögren’s syndrome.

Medical Devices: Our previous focus on insulin infusion therapy under our SMART (Simultaneous Metabolic Activation & Restoration Therapy) treatment resulted in the development of a prototype novel insulin pulsatile pump. Our pump prototype delivers insulin intravenously in pulses, as opposed to the typical subcutaneous route of administration, in order to more closely imitate how the pancreas secretes insulin in healthy non-diabetics. The pump requires additional stages of development and is subject to further studies. Meanwhile, we have expanded our product lines to include COVID-19 diagnostics and VOC diagnostics. Going forward we plan to accelerate commercialization of these new products following receipt of the applicable regulatory approval.

Preventive Medicine: We have restructured our former Consumer Product Division into a Preventive Medicine Division to expand our focus on treatments to prevent disease. Our previous efforts in the sale and marketing of liposomal nutraceutical and food supplements lacked synergies with our focus on specific disease indications and pharmaceutical treatment potentials. While we continue to believe in the efficacy of nutrition as a primary contributor to human health, we restructured this division in the third quarter of 2021 in order to incorporate a broader perspective centered on preventative interventions and to pivot towards more cutting-edge, revolutionary technologies. Going forward we are seeking new efforts on SRNA-based therapeutics development, to truly effect medical approaches that prevent the advancement of diseases. Our focus will be on fundamental research and development of vaccines with the intent to seek out-licensing opportunities and strategic partnerships when appropriate.

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Our Medtech Transformation

The COVID-19 pandemic has fundamentally changed the healthcare and medical industries. Digital transformation of healthcare is underway to provide access to quality healthcare with reduced physical contact. As a result, telehealth adoption has substantially accelerated. We believe that better telehealth service requires enhanced telehealth-enabled diagnostics, and therefore we anticipate the need for rapid, convenient, low-cost, cloud-connected digital diagnostics. In addition, the recent commercialization of mRNA COVID-19 vaccines suggests SRNA's has established SRNA’s promising potential in expediting pharmaceutical innovation. In order to meet these structural changes, we are transforming to a diversified medtech company.

We envision playing a major role in the digital healthcare revolution through an evolution in artificial intelligence, enabled by our AI Nose platform. We believe our AI Nose technology platform can potentially enable the eventual utilization of smell digitization for a plethora of applications, beginning with healthcare volatile organic compound (VOC) diagnostics. In our view, VOCs within the human body can be digitally profiled to facilitate personalized medicine. We refer to the digital identification of VOCs as “Smell ID.” As we train our AI algorithm with more Smell ID data, we believe we can provide more value-added service to our customers.

Our Strategic Partner

Ainos, Inc., a Cayman Islands incorporated company (“Ainos KY”), acquired majority ownership and management of the Company earlier this year. Under a Securities Purchase Agreement that closed on April 15, 2021 (the “Ainos KY Transaction”), we acquired intellectual properties valued at approximately $20 million that included VOC AI algorithms, digital nose technology, and a pipeline of innovative point-of-care testing (POCT) diagnostic technologies for a myriad of diseases including COVID-19, vaginitis and certain sexual transmitted diseases (STD), pneumonia and helicobacter pylori (h. pylori).

We expect that our newly-acquired in vitro POCTs can generate organic cash flows to support our business while we invest in our Pharmaceutical and Preventive Medicine Divisions. We have successfully commercialized our Ainos Covid-19 Test Kit this year in Taiwan and plan to commercialize other new in-vitro POCT diagnostics over the next several years if our products receive regulatory approval.

Ainos KY has also provided financial and management resources to supplement our business management capacity and operations. The current Board of Directors represents a broad spectrum of scientific, management, legal, and financial expertise that will be necessary to implement our business plans. After closing the Ainos KY Transaction, the Company engaged additional management resources including Mr. Chun-Hsien Tsai as Chairman and CEO, Ms. Hui-Lan (Celia) Wu as CFO and Mr. Chih-Heng (Jack) Lu as Head of Corporate Development, retained key management and legal staff.

Ainos Transformational Technologies

The intellectual property and other assets acquired from Ainos KY address key gaps in our former business model and provide a foundation for a more holistic drug and medical device development program.

First, by infusing the Company with VOC + AI algorithms and digital nose technology, we are now positioned to transition from our treatment-driven model for medical interventions to a more proactive diagnostic-driven pharmaceutical, medical device, and preventative medicine business plan. Ainos’ VOC AI assets are central to our telehealth friendly, point-of-care diagnostic-driven approaches throughout our Company’s product development program.

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VOC Diagnostics. Volatile organic compounds (VOCs) profiles measured in exhaled breath as well as from headspaces of feces or urine samples are a source of information with respect to disease detection. Emerging advances in analytical technologies in the detection and measurement of VOCs in clinical matrices have generated increasing interest for their use in evaluating the diagnostic potential of VOCs for different diseases. VOCs represent a wide range of stable chemicals, are volatile at ambient temperature (may emit odors), and are detectable in exhaled breath, urine, feces, and sweat. Testing clinical samples for VOCs offers an option for developing rapid and potentially inexpensive disease screening tools. Most of the studies on volatile biomarkers have been carried out on exhaled-breath samples, although other clinical matrices, such as urine and feces, have also been investigated. Analysis of breath samples for testing of volatiles can be performed frequently in follow-up studies and may reflect disease progression and be helpful in monitoring therapeutic intervention. Moreover, breath tests are noninvasive and thus suitable for critically ill patients in intensive care units and small children.

AI Nose Technology Platform. Our AI Nose technology platform comprises the key building block of our VOC-based approaches. AI Nose’s main technology pillars include the digital nose sensor array, our proprietary VOC AI analytics, Smell ID, and our Company’s extensive knowhow of VOC-based medical device engineering. Our technology digitally profiles each VOC as a Smell ID and as more Smell IDs are collected for individuals, we may be able to build personalized medical treatment based on this data.

Our early efforts to develop a diabetes-focused insulin pump have significantly expanded into a more comprehensive development of a wide range of innovative point-of-care testing (POCT) diagnostic technologies, starting with our recent launch of the Ainos COVID-19 Antigen Test Kit in Taiwan.

COVID-19 Antigen Test Kit. On June 14, 2021 we entered into an exclusive agreement to serve as the master sales and marketing agent for the Ainos SARS-CoV-2 Antigen Rapid Test Kit (“Ainos Covid-19 Test Kit”) for Taiwan Carbon Nano Corporation (“TCNT”), the majority shareholder of Ainos KY. The Ainos COVID-19 Test Kit has been granted the CE mark, enabling us to market the product in Europe. On June 7, 2021, the Taiwan Food and Drug Administration (“TFDA”) granted emergency use authorization for the Ainos COVID-19 Test Kit for use by healthcare professionals in Taiwan.

The Ainos Covid-19 Test Kit uses an antigen rapid test technology jointly developed by Taiwan’s National Health Research Institutes (“NHRI”), National Defense Medical Center (“NDMC”), and TCNT. Our test kit features a smartphone-based test management function, which can be accessed through a data matrix code. The data matrix code stores each test kit’s unique ID. Each user will be able to store the results directly to the individual’s mobile phone.

Continuous personalized testing and community-wide tracing capabilities are fully integrated in our rapid test kit designs by leveraging smart phone applications and cloud-based technologies.

We developed a comprehensive, end-to-end, cloud-based COVID-19 management platform that allows individuals and organizations to manage tests and trace infection effectively. Our platform is comprised of our test kits, a consumer app and an enterprise app.

We aim to empower our customers and telehealth practitioners with rapid, accurate and non-invasive tools to monitor health with our Ainos Flora, Ainos Pen and CHS340 VAP rapid test devices.

Ainos Flora. We designed our iF-award winning Ainos Flora to empower patients to effortlessly, non-invasively and quickly test their vaginal health at home. Through specialized digital nose sensor arrays and A.I. algorithms, Ainos Flora is designed to detect vaginal infection and common STDs (including bacterial vaginosis, fungus infection, gonorrhea and trichomoniasis) in minutes. Ainos Flora is portable, handheld, and enables remote monitoring by designated medical professionals. Patients can store test results in a mobile app. Ainos Flora is designed to give women back control of monitoring their personal health.

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Ainos Pen. Conventional breathalyzers are typically single-purpose and primarily designed to test for alcohol and drug use. Ainos Pen is a multi-purpose, cloud-connected breathalyzer intended for routine health monitoring. By enabling self-care at home, we anticipate Ainos Pen will create new applications for the telehealth ecosystem by allowing its users to non-invasively monitor their health. Ainos Pen securely stores test data in a complimentary mobile app with the ability to upload test data to a cloud server for access by designated healthcare providers. Through telehealth and A.I. analytics, patients can provide comprehensive and long-term health data to their healthcare providers.

CHS430 VAP Rapid Test. Ventilator-associated pneumonia (VAP) is one of the most frequent ICU-acquired infections. Reported prevalence varies widely from 5% to 40%. Causes of VAP include prolonged duration of mechanical ventilation or endotracheal intubation. The estimated mortality of VAP is around 10%, with higher mortality rates in surgical ICU patients and in patients with mid-range severity scores at admission. CHS430 is a patented portable breathalyzer that connects into a respirator’s y-connector and detects VAP within 10 minutes. It is designed to screen VAP infections and the likely causation pathogen. A specialized sensor array and algorithms quickly identify infections and the most common bacterial species related to VAP. The device is easy to operate with the press of a button. The sensor array inside the device is designed to be periodically replaced.

Our Divisions and Product Lines

As part of our medtech transformation strategy, we reclassified our divisions into the Pharmaceutical Division, Medical Device Division and Preventive Medicine Division.

Our Pharmaceutical Division researches and develops drug therapeutics that support the human immune system and address persistent diseases.

VELDONA Pharmaceutical Drug Development Program

Since our inception we have engaged in the research of low-dose non-injectable interferon delivered through nasal, oral mucosal, topical and transdermal pathways and in liquid, ointment or lozenge forms. Our core pharmaceutical drug development platform, VELDONA (Very Low-Dose Oral Interferon Alpha), is predicated on a comprehensive library of scientific clinical data for low-dose non-injectable interferon, including more than 100 clinical and pre-clinical animal and human studies conducted over several decades that we believe substantiates its safety and efficacy. We have an accomplished track record of completing numerous late-stage clinical trials for a variety of disease indications and also own several active patents associated with the treatment of thrombocytopenia, related to the prevention of viral recurrence of hepatitis C.

Ainos differentiates itself from other interferon drug developers through the distinct advantage of owning a proprietary library of over sixty late-stage clinical studies and trials aggregated over decades of research experience. The VELDONA platform leverages our research of numerous disease indications where we have established safety data for the use of low-dose non-injectable interferon from over thirty years of clinical studies and trials without any adverse side effects from low-dose interferon. We believe we have a higher likelihood to potentially accelerate clinical trials without the need to substantiate safety data through preliminary trials normally required for new drug applications.

We believe that low-dose non-injectable interferon therapeutics have broad potential applications for new drugs and nutraceuticals that address infectious diseases, autoimmune diseases and cancer. It has anti-proliferative effects which can be targeted at rapidly spreading viruses or rapidly dividing cancer cells. We believe VELDONA is a safe, universal and multi-functional product that is a well-suited for the prevention and treatment of viral infections. We have developed a proprietary formulation for the production of an IFN-α lozenge that can be administered sublingually as a small tablet in doses ten-thousand times less than FDA-approved high-dose injectable interferon therapies, which we believe may dramatically reduce side effects. The VELDONA lozenge is also stable at room temperature, which makes them easy and inexpensive to transport, store and administer.

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Interferon-alpha (IFN-α)

Ainos currently focuses primarily on therapeutic applications of interferon-alpha (IFN-α). Interferons are a family of natural occurring proteins that can be used to potentially treat many diseases that involve the immune system – for example, cancers, hepatitis, AIDS, multiple sclerosis (MS), genital and perianal warts, and granulomatous disease. IFN-α is a key modulator in our innate immune response to viral infection. Almost every cell in the body can produce interferon when under attack, but research indicates that interferon seems especially important in the cells that form the frontline defense with the external environment, such as the oral and nasal mucosa. Its anti-viral effects include inhibition of viral replication, destruction of virus-infected cells, and activation of other, important immune cells. IFN-α also has anti-proliferative effects which can be targeted at rapidly spreading viruses or rapidly dividing cancer cells.

High-dose systemically administered IFN-α has been used alone or in combination to treat a variety of diseases, including hepatitis C, polycythemia vera, and adult T-cell leukemia/lymphoma (ATLL). While IFN-α has powerful anti-viral and anti-proliferative actions, its therapeutic success has been limited by a host of adverse effects some of which are life-threatening, such as neutropenia and thrombocytopenia. Our research with low-dose oral IFN-α in animal and human clinical trials has shown promise to deliver equal or superior efficacy to that of high-dose systemic IFN-α without the associated adverse effects. A significantly lower dose of IFN-α and its absorbance across the mucous membrane of the oral cavity, more closely mimics our innate immune response. Our oral IFN-α lozenges, VELDONA, exert both local and systemic effects, but at such low doses that the adverse events which plague high dose injectable IFN are not an issue. In fact, low-dose oral IFN-α has even been shown to reverse some of the adverse effects of thrombocytopenia directly caused by high-dose IFN. The Company is in prime position to meet this need having secured several patents for the treatment of thrombocytopenia using orally administered IFN-α.

We have aggregated many years of testing in the use of low-dose oral IFN-α for applications ranging from the common cold and warts to cancers and HIV. The therapeutic diversity of IFN-α stems from its ability to induce the transcription of hundreds of genes that stimulate the immune system. These genes effect numerous parts of the innate and adaptive immune system, including antigen processing and presentation, leukocyte migration, lymphocyte activation, immune effector and modulation functions, apoptosis, hematopoiesis, enzymatic destruction of viral RNA. In the past, we typically used natural human cell interferon in clinical trials as this was the specific form manufactured by our previous investment partner, Hayashibara Co., Ltd. We are now considering a substitute form of recombinant interferon product to replace natural human cell interferon and plan on conducting pilot studies to establish efficacy prior to advancing further clinical trials for our target disease indications.

Much clinical trial research has already evidenced recombinant interferon to be effective in adjuvant cancer therapies and FDA-approved high-dose injectable recombinant interferon alfa-2b treatments have been used globally to treat a multitude of disease indications such as AIDS-related Kaposi sarcoma, lymphoma, hairy cell leukemia and melanoma. In fact, interferon alpha (IFN-α), a cytokine that is responsible for regulating and activating the immune response, was the first cancer immunotherapy approved by the FDA in 1986. This helps support a higher level of certainty that recombinant interferon should demonstrate a desired level of efficacy, especially given that low-dose IFN-α is delivered as a miniscule dose compared to high-dose injectable IFN-α treatments. We plan to conduct pilot clinical trials starting in the first half of 2022 to validate newly-sourced interferon material and pursue several disease indications including thrombocytopenia, and Sjögren’s syndrome. We intend to continue exploring the modernization of interferon technology by researching new sources and types of interferon and are looking into methods of new interferon production, preparation, and purification methods.

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Clinical Trials for Key Disease Indications

We plan to orchestrate a concerted effort with research and medical expert supporters of the VELDONA drug program to facilitate the advancement of various low-dose IFN-α formulations and delivery modalities. We own proprietary clinical data on previously studied indications that can potentially be delivered to market at minimal clinical trial cost. The Company plans to resume clinical studies for key disease indications. In the near term, we will seek to advance our drug program with a particular focus on conducting clinical trials for two disease indications – thrombocytopenia and Sjögren’s syndrome. We believe these two indications can reach late-stage trials with the highest probability of successful approval in the shortest time. At any time during the drug development stage, the Company aims to out-license the intellectual property, ultimately acquiring global approvals for various disease indications.

Thrombocytopenia

In a 2014 data study, “Efficacy of Low Dose Oral Interferon-alpha in Preventing Hepatitis C Relapse,” was published based on a phase 2 clinical trial of 169 hepatitis C patients conducted at Chang Gung Hospital in Taiwan that found VELDONA to reduce the relapse rate of hepatitis C and improve the function of platelets. In connection with this study, Ainos received four thrombocytopenia related patents. Low-dose oral IFN-α can contribute to reversing the immunosuppressive tumor microenvironment and prevent some of the dangerous side-effects of chemotherapy such as thrombocytopenia. We will leverage our previous clinical trial experience to prepare a well-designed protocol to test whether VELDONA is effective in treating thrombocytopenia and determine whether it can continue the next-stage trials.

Sjögren’s Syndrome

The Company intends to resume late-stage clinical trials in late 2022 for Sjögren’s syndrome, an immune system disorder characterized by dry eyes and dry mouth. We previously reached two phase 3 trials in 2003 but were unable to conduct the final FDA-mandated studies for drug approval due to capital constraints (“Treatment of primary Sjögren’s syndrome with low-dose human interferon alfa administered by the oromucosal route: combined phase III results”). Ainos will reference its previous research to design an efficient phase 3 study based on previous FDA guidance.

In respect to its VELDONA program, the Company owns three (3) patents issued in the U.S. and one (1) issued in Taiwan as follows:

· “TREATMENT OF THROMBOCYTOPENIA USING ORALLY ADMINISTERED INTERFERON” as described and claimed in U.S. Patent No. 9,526,694 B2 issued December 27, 2016, Owned. Expiration: April 2033.

· “TREATMENT OF THROMBOCYTOPENIA USING ORALLY ADMINISTERED INTERFERON” as described and claimed in U.S. Patent No. 9,750,786 B2 issued September 5, 2017, Owned. Expiration: April 2033.

· “TREATMENT OF THROMBOCYTOPENIA USING ORALLY ADMINISTERED INTERFERON” as described and claimed in U.S. Patent No. 9,839,672 B2 issued December 12, 2017, Owned. Expiration: April 2033.

· “TREATMENT OF THROMBOCYTOPENIA USING ORALLY ADMINISTERED INTERFERON” as described and claimed in TAIWAN Patent No. I592165 issued July 21, 2017, Owned. Expiration: May 2033.

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The Company continues to seek to expand its patent licensing and commercialization opportunities for VELDONA with global partners. The Company’s licensing, development and commercialization of its VELDONA patents and research library are subject to approval by the FDA and other regulatory agencies in the U.S., and other regulatory agencies for use and marketing in other countries.

Our Medical Device Division focuses on research and development of novel medical devices.

Innovations in point-of-care testing

We develop, market, and sell various easy-to-use, cloud-connected POCT diagnostics for infectious disease indications. Our product pipeline target indications include COVID-19, vaginitis, certain sexually transmitted diseases (STD), ventilator-associated pneumonia (VAP), and helicobacter pylori (H. pylori). We categorize our POCT portfolio into the following:

COVID-19 POCT. This category currently includes an antigen rapid test kit based on lateral flow immunoassay technology, a molecular test kit based on reverse transcription loop-mediated isothermal amplification (“RT-LAMP”) technology, and test management apps for personal and enterprise users. The COVID-19 antigen test kit includes professional-use and at-home SKUs. The professional SKU targets the professional healthcare segment, while at-home SKUs aims the at-home self-testing segment. We also offer a cloud-based test management platform with a personal app as well as an enterprise app. Our molecular tests comprised of test kit assay and a low-cost portable tester.

VOC-based POCT. This category employs digital nose sensors and AI algorithms to detect and analyze VOC biomarkers for rapid detection of infectious disease and everyday self-care. We further implement wireless and secured cloud technologies to enable seamless, easy-to-use test data transmission to the telehealth community. Our target disease indications include vaginitis, STD, VAP, and H. pylori. We anticipate that our near-term revenue stream for VOC-based POCTs will mainly come from hardware sales. Longer-term, we plan to introduce a subscription-based analytics service to our customers, and when sales of medical devices reach scale, we anticipate subscription revenue to create substantial operating cash flow.

The opportunities of digital nose innovation

The digital nose, also known as the electric nose (e-nose) or, more generally, gas sensor, is a more scalable technology to analyze VOCs in a clinical setting, in our view. Comprised of gas sensors, the digital nose electronically mimics the human nose and the advancement in semiconductor manufacturing technologies allow digital noses to be made small, and at low cost. When combined with a pattern recognition algorithm, the digital nose directly detects components of different VOCs present in a gas mixture, which eliminates the need for complex preprocessing steps. A digital nose can be customized for specific applications using an array of sensors, which can detect volatile components included in a predetermined VOC profile. With the help of algorithms and other electronic components such as microprocessors, and wireless technologies, the digital nose can convert a VOC profile into unique digital signals that can be understood by many electric devices, which may enable a digital nose to be quickly developed into many easy-to-use, affordable, portable, cloud-connected POCTs for a wide range of diseases. We believe these potential new tools could facilitate new telehealth services previously unavailable.

Our AI Nose technology platform

Our AI Nose technology platform comprises the key building block of our VOC-based POCT. AI Nose’s main technology pillars include the digital nose sensor array, our proprietary VOC AI analytics, Smell ID, and the Company’s extensive knowhow of VOC-based medical device engineering. Our technology digitally profiles each VOC as a Smell ID and as more Smell IDs are collected for individuals, we may be able to build personalized medical treatment based on this data. We believe Smell ID’s long-term potential goes beyond healthcare. As we populate AI with more Smell ID, we believe we may eventually enable the AI Nose to detect smell in the broader, non-healthcare settings.

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COVID-19 Antigen Test Kit

Antigen test kits have been vital in testing COVID-19 at high frequency, large scale, and at low cost. Most EUA-approved test kits claim nearly identical value propositions and these essential functions are already commoditized. In our opinion, helping communities to better store and report the test results, and assisting organizations to better trace infection are critical attributes as countries try to reopen their economies. Unfortunately, few COVID-19 antigen test kits in the market provide these services. While testing labs are required to report their findings, many at-home tests are not required to report results to the health authorities.

We have developed a comprehensive, end-to-end, cloud-based platform that allows individuals and organizations to manage tests and trace infection effectively. Our platform is comprised of our test kit, a consumer app and an enterprise app. Consumers can visually see the test result on our test kit without using the app. We launched a free, consumer-friendly app called the Ainos Antigen Rapid Test App, available on iOS and Android. The app is currently available in Taiwan and we plan to roll out to additional countries in which we receive authorization to market, if approved. The app provides a simple and comprehensive interface platform to manage test results with the following vital services:

· Secure log-in: User logs in with email and mobile phone number, receives a PIN number to authenticate.

· Double authentication: Each test kit carries a data matrix code storing a unique serial number. User takes a selfie, and then scans the data matrix code before and after testing. This establishes a double authentication protocol for a reliable at-home testing experience.

· Digital test report: Our app stores and displays vital information from the user’s latest test. The report includes the result, the unique I.D. number of the test kit associated with the test result, the date of the test and the user’s picture. Another Ainos user can scan the test report’s QR code. With this function, the user can display and share results with businesses, organizations, and healthcare authorities, allowing informed and safe gathering of data as well as improved test management.

· Manage test results. The app stores all past tests results performed by the test kit and uploads these results to our secure cloud server. If the test kit is purchased by an organization that uses our enterprise app, the organization can access the user’s testing history in the enterprise app to facilitate remote tracing of COVID-19.

· Filter visitors at entry. The app can scan another person’s digital test report. Organizations and business owners can use this function at any point of entry, creating a safe environment for gathering.

· Proximity alert. The app notifies the user if someone tested positive has been in proximity with the user.

Our Ainos Enterprise App is a centralized, cloud-based COVID-19 test management platform designed for public and private institutions. With this app, institutions can centrally manage and trace COVID-19 testing. The key features are:

· Manage test result centrally. The app tracks inventory and sends testing reminders, daily reports to a designated person. An app administrator can download the test results as a spreadsheet.

· Trace footprint of positive cases. The app administrator can trace a positive case’s footprint over the past seven days.

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COVID-19 Nucleic Acid Test Kit

COVID-19 testing methods generally fall into three categories: molecular tests, antigen tests and antibody tests. The molecular test features the best accuracy. Current molecular tests rely on centralized laboratory testing, and face complex sample transportation, logistics, and throughput challenges. As a result, molecular test results can take from two to 14 days, require highly trained technicians to operate complex instruments and are generally expensive. These attributes present challenges to the rollout of testing capacity at the scale needed to meet current global demand. Lastly, effectively tracking molecular test results is difficult, as reporting is often conducted manually.

Based on our proprietary reverse transcription loop-mediated isothermal amplification (RT-LAMP) technology, Ainos has developed a fast and affordable molecular test. It consists of a color-changing assay that is compatible with standard PCR machines and portable, low-cost equipment. We offer the following functionality to our customers and when combined, we believe that they enable accurate, fast, cost-effective COVID-19 management.

· Intuitive test results. Our assay displays test results by change of color. Yellow indicates positive results while red indicates negative results, permitting the naked eye or a smartphone camera to easily interpret the test result.

· Quick result: Our assay delivers test results in 30-40 minutes, faster than a traditional test that may take from one hour to a two-day cycle.

· Compatible with standard PCR machines. We have designed our assay to be compatible with most standard PCR machines. As a result, healthcare stakeholders can quickly deploy our assay without investing in new equipment.

· Portable, low-cost equipment. Our RT-LAMP assay tests COVID-19 at a constant temperature. This allows us to develop a portable test device. As the result, we can deliver PCR-comparable performance with portability and low-cost. In contrast, standard PCR tests operate at multiple temperature changes, which require complex and large machines.

Ainos Flora – discreet, telehealth-enabled STD tests in your hands

Invasive sampling is essential in the diagnosis of certain sexually transmitted diseases (STDs), such as vaginitis, gonorrhea, chlamydia and trichomoniasis. Pelvic exams are conducted primarily in an outpatient setting as they require the trained operation of specialized instruments.

Conventional testing methods, including pelvic exams, have several disadvantages. First, while the pelvic test/whiff test is quick, the wait time at the outpatient clinic is often long. Second, patients commonly feel anxiety before and during the pelvic exam. Third, the pelvic test and pH test cannot by themselves provide a definitive diagnosis. Fourth, the laboratory culture test takes a few hours to a few days to complete. Fifth, the pelvic exam is vulnerable to healthcare disputes. Lastly, the overall inconvenience may discourage follow-up visits and treatments. These shortcomings have two critical implications. First, crowded hospitals and clinics and long wait times may amplify patients’ anxiety levels. This may discourage patients with STD-suspected infections from getting tested or cause delays in seeking medical help. This may increase the risk of patients with mild symptoms unknowingly contributing to the spread of STDs. Second, it implies that the STD testing market size could be larger than reported by market research data.

We have designed our iF-award winning Ainos Flora to empower patients to effortlessly, non-invasively and quickly test their vaginal health at home. Through specialized digital nose sensor arrays and A.I. pattern recognition, Ainos Flora is designed to detect vaginal infection and common STDs (including bacterial vaginosis, fungus infection, gonorrhea and trichomoniasis) in minutes. Ainos Flora is portable, handheld, and enables remote monitoring by designated medical professionals. Patients can store test results in a mobile app.

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Flora is designed to give women back control of monitoring their personal health with the following clinical and commercial benefits:

· Convenience. Ainos Flora’s form factor is designed to allow easy self-testing or clinical testing.

· Non-invasive and no skin contact. The digital nose sensors enable Flora to gather and analyze a pathogen’s metabolic VOC a few centimeters away from the private area, without skin contact.

· Results within minutes. The complex digital nose sensor and A.I. algorithm work together to deliver test results in about one minute. In contrast, a culture test can take days.

· Remote monitor. A complementary mobile app wirelessly receives test results from Ainos Flora and uploads results to our secure cloud server. A patient’s designated physicians can then download the test results and remotely prescribe treatment. The process is designed to avoid potentially long wait times and remain discreet.

Ainos Pen – a multipurpose breathalyzer for everyday telehealth

Conventional breathalyzers are typically single-purpose and primarily designed to test for alcohol and drug use. Ainos Pen is a multi-purpose, cloud-connected breathalyzer intended for routine health monitoring. By enabling self-care at home, we anticipate Ainos Pen will create new applications for the telehealth ecosystem by allowing users to non-invasively monitor their health. Ainos Pen securely stores test data in a complimentary mobile app with the ability to upload test data to a cloud server for access by designated healthcare providers. Through telehealth and A.I. analytics, patients can provide comprehensive and long-term health information for their healthcare providers.

Ainos Pen brings easy-to-use testing in a sleek pocket-sized form factor. This portable breath analyzer identifies VOCs from human breath in minutes and our A.I. algorithms. We designed the Ainos Pen to detect total VOC, eCO2, carbon monoxide, ethanol, hydrogen sulfide, and ammonia. Inside the Ainos Pen, the digital nose sensor technology can be built to specifications for monitoring various health conditions, such as halitosis (bad breath), gastrointestinal, liver, renal health, and smoking habits. Additional functions can potentially be created as we identify more new VOC biomarkers.

CHS430: ventilator-associated pneumonia (VAP) detection within 10 minutes

Ventilator-associated pneumonia (VAP) is one of the most frequent ICU-acquired infections. Reported prevalence varies widely from 5% to 40%. Causes of VAP include prolonged duration of mechanical ventilation or endotracheal intubation. The estimated mortality of VAP is around 10%, with higher mortality rates in surgical ICU patients and in patients with mid-range severity scores at admission. VAP also imposes a significant economic burden.

In our opinion, the current diagnosis of VAP is inefficient in method and speed, which complicates treatment, prevention and affects patient outcomes. The first step of diagnosis relies on clinical evaluation (e.g. evaluation of symptoms, use of a Clinical Pulmonary Infection Score (“CPIS”) and chest x-rays) and culture analysis. However, no single clinical criterion is sufficient to provide a definitive diagnosis. The second step of diagnosis is to perform microbiological sampling for culture analysis. However, sampling techniques for VAPs can be confusing. Culture analysis is a complex and slow process that increases the risk of antibiotics overuse. Performing culture analysis requires trained clinicians while sampling is often invasive and poses a threat to intensive care unit (ICU) patients who are already physically and emotionally vulnerable. Culture test results are often delayed, and during the wait time, healthcare providers may prescribe broad-spectrum antibiotics empirically, which may lead to poor patient outcome. The prescription of broad-spectrum antibiotics prior to a diagnosis raises the risk of antibiotic resistance, as studies suggest that VAP accounts for nearly 50% of all antibiotic consumption in ICUs in the United States.

CHS430 is a patented portable breathalyzer that connects into to the y-connector of a respirator and detects VAP within 10 minutes. It is designed to screen VAP infections and the likely causation pathogen, subject to further clinical validation. The device quickly screens a patient’s breath VOC using an AI-powered digital nose. A specialized sensor array and algorithms quickly identify infections and the most common bacterial species related to VAP. The sensor array inside the device is designed to be periodically replaced. The device also requires regular maintenance.

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CHS430 is intended for use by medical professionals, particularly in critical care centers and ICUs. We believe the device serves as a rapid screening tool and enables faster, better decision making by critical care providers.

Key benefits include:

· Quick result. CHS430 completes self-cleaning and testing within 10 minutes, faster than a culture test.

· Non-invasive testing. The device non-invasively analyzes a patient’s breath VOC, improving quality of care and avoiding the cross-contamination risk associated with invasive sampling.

· Easy-to-use. Connecting CHS430 to the y-tube requires minimal training. CHS430 self-cleans and begins testing with a simple press of button. The device can monitor the patient in real-time at customizable intervals.

· Better treatment options. Faster bacteria identification allows doctors to select the right treatment path earlier than culture analysis.

· Improves outcome. Early identification leads to better patient outcomes. Treating VAP requires the right antibiotic for the right strain at the right time and mistakes can result in harm to patients. Early detection reduces the risk of mortality or disease metastasis.

AI Nose – healthcare digital nose for consumer electrics

We are developing a highly integrated multi-element digital nose sensor module, called the AI Nose. AI Nose is comprised of four sensor chips and an integrated digital processing chip. The sensor chip’s structure utilizes a complex semiconductor manufacturing process called microelectromechanical systems (MEMS).

We are developing AI Nose to introduce powerful VOC detection to the healthcare market. Each module can work alone or in arrays. We also designed the module’s form factor to be small enough so that it can be adopted into mobile devices such as smartphones. We believe that the AI Noise offers a great companion technology for medtech innovators to launch the next generation of healthcare devices. AI Nose can detect breath VOCs or environmental VOCs at the parts-per billion (ppb) level. Because exhaled VOCs are produced at the ppb level, we believe AI Nose is an ideal solution to monitor health.

Our digital nose technology learns to recognize scent in much the same way human learn to smell. In the presence of a VOC, AI Nose generates a digital signal corresponding to the incoming VOC’s unique profile (“the Smell ID”). As we collect and populate our database with more Smell IDs, we can train AI Nose to be smarter and more accurate. Combined with a subscription-based service, we plan to provide analytic and monitoring services to our customers.

Our Preventive Medicine Division is dedicated to developing innovative technologies that prevent disease, disability, and death while promoting health and well-being.

sRNA research initiative

Ainos is in the process of establishing a synthetic RNA (SRNA) technology platform capable of producing messenger RNAs (mRNAs) and/or short inhibitory RNAs (siRNAs) for potential vaccine development and disease treatment. Based on this platform, our short-term goal is to research and develop 2nd generation COVID-19 mRNA vaccines. Our long-term goal is to develop therapeutic RNA drugs featuring the use of mRNA and siRNA as genetic modulators for effective control of aberrant immune or genetic disorders.

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We believe effective production of RNA based vaccines or therapeutics through SRNA platform represents promising potential for numerous biomedical applications and disease prevention. Although clinical implementation of SRNAs as drugs to treat human diseases is still rare, we believe this is changing as clinical application of mRNAs are proving to be successful in expressing functional protein antigens and inducing protective neutralizing antibodies against the SARS-CoV-2 virus. As RNA’s fabrication, purification, and cellular delivery technologies continue to advance, we anticipate increased interest in the use of RNA-based vaccines or therapeutics to treat various human diseases for two reasons. First, SRNAs are cost-effective and simple to manufacture. Second, SRNAs can be rapidly developed as personalized drugs for most clinical and inherited diseases.

Due to the continuous outbreaks and the emergent SARS-CoV-2 variants, our short-term goal focuses on developing 2nd generation SARS-CoV-2 vaccines using a synthetic mRNA-based platform. We plan to use the full-length spike gene sequence of the British alpha variant (lineage B1.1.7) and the Indian delta variant (lineage B.1.617.2) as reference sequences to generate mRNA vaccines with 6 proline mutations. We also plan to adopt sequence modifications and codon optimization of the mRNA vaccines. We will test vaccine delivery with a liposome of known formulation and evaluate the immunization through intramuscular (systemic) and nasal (mucosal) routs in mice. We anticipate the research will generate a T helper 1 (Th1) biased immune response with potent neutralization antibody and effector CD8 T cell response. In addition, relevant recombinant spike proteins will be produced in Baculovirus expression systems. These proteins can be used as alternative immunogens, immunostimulatory adjuvants, or antigens to develop therapeutic monoclonal antibodies.

Our long-term vision is to enable treatment of inflammatory diseases and cancers. We will generate mRNAs and/or siRNAs critical for immune modulations or tumor suppression. These mRNAs may express tumor suppressors, cancer-associated antigens, or immune agonists, while siRNAs may be used to degrade disease associated genes of aberrant expression.

We plan to focus on the research and development of the technology. In addition, we intend to explore strategic partnership opportunities upon completion of phase 1 clinical trial(s).

Our asset-light manufacturing model

We operate an asset light business model that allows us to fully dedicate resources towards technological innovation and business development. We believe this strategy allows us to optimize capital and stay cost competitive by working with suppliers in Asia.

Taiwan Carbon Nano Technology Corporation (TCNT) is our primary manufacturing partner. On August 1, 2021, we entered into a Product Co-development Agreement with TCNT. Pursuant to the agreement, TCNT will manufacture our POCT products. TCNT operates its facilities in conformance with a variety of International Organization for Standardization (ISO) and Good Manufacturing Practice (GMP) certifications, with most of our healthcare facilities’ quality management systems meeting ISO 13485. Based on our design of the AI Nose module and our co-developed manufacturing process, TCNT subcontracts to other semiconductor manufacturers including a specialized contract manufacturer that produces our sensors and an outsourced semiconductor assembly and testing company, or “OSAT” company, that assembles our sensors into a highly miniaturized module and tests the functionality.

We expect that the following five (5) Patent Assets assigned to the Company as a result of the Ainos transaction will form the basis for the next generation of the Company’s rapid test kit products:

· A GAS SENSOR AND MANUFACTURE METHOD THEREOF as described and claimed in TAIWAN invention patent number I565944.

· MEDICAL VENTILATOR CAPABLE OF ANALYZING INFECTION AND BACTERIA OF PNEUMONIA VIA GAS IDENTIFICATION as described and claimed in TAIWAN invention patent number I565945.

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· GAS DETECTOR as described and claimed in TAIWAN invention patent number D183554.

· MEDICAL VENTILATOR CAPABLE OF ANALYZING INFECTION AND BACTERIA OF PNEUMONIA VIA GAS IDENTIFICATION as described and claimed in Japan Patent No.: JP 6392811 B2. The Company is granted exclusive license rights in Japan from January 1, 2021 to December 31, 2028.

· GAS DETECTOR as described and claimed in CHINA invention patent number CN 304042244 S. The Company is granted exclusive license rights in China from January 1, 2021 to December 31, 2028.

The Company’s development and commercialization of its rapid test kit products are subject to approval by the FDA and other regulatory agencies in the U.S., and other regulatory agencies for use and marketing in other countries.

Patents and Proprietary Rights

Since inception, the Company has worked to build an extensive patent portfolio for the medical diagnosis and treatment of persistent diseases. This portfolio consists of patents with claims that encompass method of use or treatment, and/or composition of matter and manufacturing. As listed in this Overview section, the Company presently owns eleven (11) issued patents with two patents pending and license rights in Japan and China for two (2) patents under patent licensing agreements. There are no current patent litigation proceedings involving the Company.

Cost of Compliance with Environmental Regulations

The Company incurred no costs to comply with environment regulations during the timeframe of this report.

United States Regulation

Before products with health claims can be marketed in the United States, they must receive approval from the U.S. Food and Drug Administration (“FDA”). To receive this approval, any drug must undergo rigorous preclinical testing and clinical trials that demonstrate the product candidate’s safety and effectiveness for each indicated use. This extensive regulatory process controls, among other things, the development, testing, manufacture, safety, efficacy, record keeping, labeling, storage, approval, advertising, promotion, sale, and distribution of pharmaceutical products.

In general, before any ethical pharmaceutical product can be marketed in the United States, the FDA will require the following process:

• Preclinical laboratory and animal tests;

• Submission of an investigational new drug application, or IND, which must become effective before human clinical trials may begin;

• Adequate and well-controlled human clinical trials to establish the safety and efficacy of the proposed drug for its intended use;

• Pre-approval inspection of manufacturing facilities and selected clinical investigators;

• Submission of a New Drug Application (NDA) to the FDA; and

• FDA approval of an NDA, or of an NDA supplement (for subsequent indications or other modifications, including a change in location of the manufacturing facility).

Substantial financial resources are necessary to fund the research, clinical trials, and related activities necessary to satisfy FDA requirements or similar requirements of state, local, and foreign regulatory agencies. At such time as the Company undertakes to commercialize any of its products, all necessary preclinical testing, clinical trials, data review, and approval steps will be judiciously executed to insure that the product satisfies all regulatory requirements at all levels.

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505(b)(2)

The Company has historically followed and will continue to follow the traditional approval process for New Drugs as set out in Section 505(b)(1) of the Federal Food, Drug, and Cosmetic Act. If an alternative path to FDA approval for new or improved formulations of previously approved products is scientifically and economically feasible and beneficial to the Company and the public, the Company may choose to follow this alternative path as established by section 505(b)(2) of the Federal Food, Drug, and Cosmetic Act. This section of the Act permits the applicant to rely on certain preclinical or clinical studies conducted for an approved product as some of the information required for approval and for which the applicant has not obtained a right of reference. The process of approval under 505(b)(2) will be followed as judiciously as 505(b)(1) or any regulation.

Orphan Drug Designation

Under the Orphan Drug Act, the FDA may grant orphan drug designation to drugs intended to treat a rare disease or condition, which is generally a disease or condition that affects fewer than 200,000 individuals in the United States. The Company may choose to seek approval for a product satisfying the definition of an Orphan Drug if that product can be used to treat such an indication. Orphan drug designation does not convey any advantage in or shorten the duration or rigidity of the regulatory review and approval process.

Similarly, substantial financial resources are necessary to fund the research, design, testing, fabrication and related activities necessary to satisfy FDA requirements or similar requirements of state, local, and foreign regulatory agencies for medical devices. The Company may seek to obtain FDA clearance for the sales, marketing, and use of its novel pulsatile insulin pump for the U.S. market after obtaining FDA approvals under one of the following regulatory approvals:

Premarket Notification 510(k)

Each person who intends to market in the U.S., a Class I, II, and III device intended for human use, for which a Premarket Approval application (“PMA”) is not required, must submit a 510(k) to FDA unless the device is exempt from 510(k) requirements of the Federal Food, Drug, and Cosmetic Act (the “FD&C Act”) and does not exceed the limitations of exemptions in .9 of the device classification regulation chapters (e.g., 21 CFR 862.9, 21 CFR 864.9).

If the Company’s novel pulsatile insulin pump is determined to be similar to one already cleared for the U.S. market, the Company will seek FDA clearance under 510(k) at least 90 days before the device is marketed. A 510(k) application requires demonstration of substantial equivalence to another legally U.S. marketed device. Substantial equivalence means that the new device is as safe and effective as the predicate. Documented laboratory testing among other submissions will be required and if the Company’s device features significant alterations from predecessor devices the Company may be required to present results from clinical trials.

Premarket Approval (PMA)

Alternatively, if the Company’s device is deemed to be completely new to the U.S. market or classified as a Class III device, the Company will be required to apply for PMA approval. The Medical Device Amendments of 1976 to the FD&C Act established three regulatory classes for medical devices. The three classes are based on the degree of control necessary to assure that the various types of devices are safe and effective. The most regulated devices are in Class III. The amendments define a Class III device as one that supports or sustains human life or is of substantial importance in preventing impairment of human health or presents a potential, unreasonable risk of illness or injury.

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Under Section 515 of the FD&C Act, all devices placed into Class III are subject to premarket approval requirements. Premarket approval by FDA is the required process of scientific review to ensure the safety and effectiveness of Class III devices.

Foreign Regulation

In addition to regulations in the United States, a variety of foreign regulations govern clinical trials and commercial sales and distribution of products in foreign countries. Whether or not the Company obtains FDA approval for a product, the Company must obtain approval of a product by the comparable regulatory authorities of foreign countries before the Company can commence clinical trials or market the product in those countries. The approval process varies from country to country, and the time may be longer or shorter than that required for FDA approval. The requirements governing the conduct of clinical trials, product licensing, pricing and reimbursement vary greatly from country to country.

The policies of the FDA and foreign regulatory authorities may change and additional government regulations may be enacted which could prevent or delay regulatory approval of investigational drugs or approval of new diseases for existing products and could also increase the cost of regulatory compliance. It is not possible to predict the likelihood, nature or extent of adverse governmental regulation that might arise from future legislative or administrative action, either in the United States or abroad.

Employees and Consultants

As of September 30, 2021, the Company had a total of twenty-seven employees, compared to four in the same period 2020. Research and development employees currently represent approximately 33% of our total employees. In the future, we plan to increase research and development human resources to support our various technology development efforts.

Following the consummation of the Ainos Transaction, the Company retained key personnel in its U.S. office to ensure continuity in its operations and as a foundation for future growth:

· Lawrence Lin, who previously worked as Executive Advisor to the Company through his firm, i2China Management Group, LLC, is now an employee serving as Executive Vice-President of Operations.

· John Junyong Lee, Esq. continues to serve as Chief Legal Counsel and Corporate Secretary.

· Chrystal Shelton continues to serves as Administration Manager.

The Company is actively interviewing additional research and development, management, manufacturing, and sales and marketing personnel to broaden its product and service lines and market reach.

Results of Operation for Quarter Ended September 30, 2021 and 2020

Revenues, Costs and Gross Margins

	Three months ended September 30,
	2021			2020
Revenues	$	363,052		$	192
Cost of revenues		(103,638	)		(123	)
Gross margin	$	259,414		$	69

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Revenues for the quarter ended September 30, 2021 was $363,052, compared to $192 in the same period of 2020. Cost of revenues was $103,638, compared to $123 in the same period of 2020. Gross margin was $259,414, compared to $69 in the same period of 2020. The Company began sales of its Ainos Covid-19 Test Kits in June this year, of which 64% were sold through distribution channels and the remaining 36% mainly sold to enterprises, schools and medical institutions.

Research and Development Expenses

	Three months ended September 30,
	2021		2020
Research and development expenses	$	646,798		-

During the quarter ended September 30, 2021, the Company’s research and development expenses increased to $646,798 primarily due to spending on testing and development of the Ainos Covid-19 Test Kit and a mold to be used for manufacturing of our AI Nose pen product.

Since August 2021, in support of our medtech transformation we have begun expanding our research and development staffing and committed additional resources into technology and product developments across our Pharmaceutical, Medical Device and Preventive Medicine divisions. As a result, we incurred increased R&D expenses that reflect increased salary for R&D personnel, amortization of acquired intellectual properties, as well as expenses for technology development and technology license fees.

For the Pharmaceutical Division, we have established a focused approach to our core pharmaceutical drug development platform, VELDONA (Very Low-Dose Oral Interferon Alpha). We plan to analyze and explore new applications for VELDONA to optimize business opportunities. To execute this new approach, we plan to conduct further clinical trials of VELDONA for thrombocytopenia and Sjögren’s syndrome, for which we are deploying key resources that include staffing, capital and securing strategic business relationships with various partners, including biotech companies and medical research centers.

For the Medical Device Division, we have implemented a product roadmap for our diagnostics business. We are focused on establishing partnerships for technology development, clinical trials and business development in order to facilitate our product launch schedule.

For the Preventive Medicine Division, we have set up a research initiative for SRNA technologies to truly effect medical approaches that prevent the advancement of diseases. Our focus is on fundamental research and development of vaccines with the intent to seek out-licensing opportunities and strategic partnerships when appropriate. We have invested in additional staffing, and initiated product development partnerships with medical centers and universities for our mRNA vaccine research initiative.

Selling, General and Administration Expenses

	Three months ended September 30,
	2021		2020
Selling, general and administrative expenses	$	795,958	$	321,153

Our selling, general and administration expense was $795,958, compared to $321,153 in the same period of 2020. The increase was associated with increased marketing expenses of our Ainos Covid-19 Test Kit, expenses related to the Ainos KY Transaction, an increase of employee salaries and professional service fees for corporate governance and legal compliance matters.

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Operating Loss

	Three months ended September 30,
	2021			2020
Operating loss	$	(1,183,343	)	$	(321,084	)

Our operating loss was $1,183,343 during the third quarter of 2021, compared to an operating loss of $321,084 in the same period of 2020 as a result of expenses associated with the Ainos KY Transaction and newly-initiated operational activities.

Net Loss

	Three months ended September 30,
	2021			2020
Net loss	$	(1,161,110	)	$	(323,285	)

Net loss was $1,161,110 for the three months ended September 30, 2021, compared to $323,285 in the same period of 2020.

Results of Operation for the Nine months Ended September 30, 2021 and 2020

Revenues, Costs and Gross Margins

	Nine months ended September 30,
	2021			2020
Revenues	$	568,164		$	15,876
Cost of revenues		(174,395	)		(11,221	)
Gross margin	$	393,769		$	4,655

Revenues for the first nine months of 2021 were $568,164, compared to $15,876 in the same period of 2020. Cost of revenue was $174,395 compared to $11,221 in the same period of 2020. Gross margin was $393,769 compared to $4,655 in the same period 2020. The Company began sales of its Ainos Covid-19 Test Kits in June 2021, of which 62% are sold through distribution channels and the remaining 38% mainly sold to enterprises, schools and medical institutions.

Research and Development Expenses

	Nine months ended September 30,
	2021		2020
Research and development expenses	$	646,798	$	389

Research and development cost for the nine months of 2021 was $646,798, compared to $389 in the same period of 2020. The increase was due to the purchase of patents under the Ainos KY Transaction and associated new product development and research expenses.

Selling, General and Administrative Expenses

	Nine months ended September 30
	2021		2020
Selling, general and administrative expenses	$	2,178,969	$	1,001,893

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Selling, general and administrative expenses were $2,178,969 for the nine months ended September 30, 2021, compared to $1,001,893 in the same period of 2020. The increase was associated with increased marketing expenses for the Ainos Covid-19 Test Kit, expenses related to the Ainos KY Transaction, an increase of employee salaries, and professional service fees for corporate governance and legal compliance matters.

Operating Loss

	Nine months ended September 30
	2021			2020
Operating loss	$	(2,431,998	)	$	(997,627	)

Company operating loss was $2,431,998 for the nine months ended September 30, 2021, compared with $997,927 in the same period of 2020. This was the result of an increase of sales, research and development, and newly-initiated operational expenses.

Net Loss

	Nine months ended September 30,
	2021			2020
Net loss	$	(2,443,891	)	$	(1,002,130	)

Net loss was $2,443,891 for the nine months ended September 30, 2021, compared to $1,002,130 in the same period of 2020.

Liquidity and Capital Resources

As of September 30, 2021, the Company had available cash of $706,931 whereas it had a cash position of $83,767 for the same period in 2020 and $22,245 as of December 31, 2020. The Company had a working capital deficit of $1,937,163 at the end of September 30, 2021, and a working capital deficit of $919,880 for the same period in 2020, an increase of 111%. As of December 31, 2020, working capital was a deficit of $1,022,155.

The Company anticipates business revenues and potential financial support to 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 in order 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.

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ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.

As a “smaller reporting company,” we are not required to provide the information under this Item 3.

ITEM 4. Controls and Procedures

Disclosure Controls and Procedures

At the end of the period covered by this report, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2021. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company's management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of September 30, 2021, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Management's Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework in Internal Control - Integrated Framework (2013), our management concluded that our internal control over financial reporting was effective at the reasonable assurance level as of September 30, 2021.

Changes in Internal Control Over Financial Reporting

We have not experienced any material impact to our internal controls over financial reporting even though our workforce continues to primarily work-from-home due to COVID-19. We are continually monitoring and assessing the COVID-19 situation and its impact on our internal controls.

This quarter report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to temporary rules of the SEC that permit the company to provide only management's report in this quarter report.

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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 such legal proceedings or claims against us.

ITEM 1A. Risk Factors.

Please carefully consider the following discussion of significant factors, events, and uncertainties that make an investment in our securities risky. The events and consequences discussed in these risk factors could, in circumstances we may or may not be able to accurately predict, recognize, or control, have a material adverse effect on our business, growth, reputation, prospects, financial condition, operating results (including components of our financial results), cash flows, liquidity, and stock price. These risk factors do not identify all risks that we face; our operations could also be affected by factors, events, or uncertainties that are not presently known to us or that we currently do not consider to present significant risks to our operations. In addition, the global economic climate amplifies many of these risks.

We Face Intense Competition

The pharmaceutical industry is an expanding and rapidly changing industry characterized by intense competition. The Company believes that our ability to compete will be dependent in large part upon our ability to successfully operate business lines, continue recapitalization, and steadily enhance and improve our core technology products. In order to do so, we must effectively utilize and expand our research and development capabilities and, once developed, quickly convert new technology into products and processes, which can then be commercialized. Competition is based primarily on scientific and technological superiority, technical support, availability of patent protection, access to adequate capital, the ability to develop, acquire and market products and processes successfully, the ability to obtain governmental approvals and the ability to serve the particular needs of commercial customers. Corporations and institutions with greater resources therefore, have a significant competitive advantage.

Our potential competitors include entities that develop and produce therapeutic agents and/or medical devices for treatment of human and animal disease. These include numerous public and private academic and research organizations and pharmaceutical and biotechnology companies pursuing production of, among other things, biologics from cell cultures, genetically engineered drugs and natural and chemically synthesized drugs. Many of these potential competitors have substantially greater capital resources, research and development capabilities, manufacturing and marketing resources. Competitors may succeed in developing products or processes that are more effective or less costly or that gain regulatory approval prior to our products. The Company expects that the number of competitors and potential competitors will increase as more anti-viral and cytotoxic products receive commercial marketing approvals from the FDA or analogous foreign regulatory agencies. Any of these competitors may be more successful in manufacturing, marketing and distributing its products.

Our Expansion Places a Significant Strain on our Management, Operational, Financial, and Other Resources

Increasing our product and service offerings will require scaling our management, financial and research and development resources. The complexity of the current focus of our business on innovative biotechnologies and treatments, digital health, and diagnostic point-of-care testing can place significant strain on our management, personnel, operations, systems, technical performance, financial resources, and internal financial control and reporting functions, and our expansion increases these factors. Failure to manage growth effectively could damage our reputation, limit our growth, and negatively affect our operating results.

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Our Expansion into New Products, Services, Technologies, and Geographic Regions Subjects Us to Additional Risks

We may have limited or no experience in our newer market segments, and our customers may not adopt our product or service offerings. These offerings, which can present new and difficult technology challenges, may subject us to claims if customers of these offerings experience service disruptions or failures or other quality issues. In addition, profitability, if any, in our newer activities may not meet our expectations, and we may not be successful enough in these newer activities to recoup our investments in them. Failure to realize the benefits of amounts we invest in new technologies, products, or services could result in the value of those investments being written down or written off.

Our International Operations Expose Us to a Number of Risks

We have relatively little operating experience and may not benefit from any first-to-market advantages or otherwise succeed. It is costly to establish, develop, and maintain international operations, sales and marketing channels, and research and development and licensing capacity. Our international operations may not become profitable on a sustained basis.

In addition to risks described elsewhere in this section, our international sales and operations are subject to a number of risks, including:

· local economic and political conditions;

· government regulation (such as regulation of our product and service offerings and of competition); restrictive governmental actions (such as trade protection measures, including export duties and quotas and custom duties and tariffs); nationalization; and restrictions on foreign ownership restrictions on sales or distribution of certain products or services and uncertainty regarding liability for products, services, and content, including uncertainty as a result of less Internet-friendly legal systems, local laws, lack of legal precedent, and varying rules, regulations, and practices regarding the physical and digital distribution of media products and enforcement of intellectual property rights;

· business licensing or certification requirements, such as for imports, exports, medical devices and medical treatments;

· limitations on the repatriation and investment of funds and foreign currency exchange restrictions;

· difficulty in staffing, developing, and managing foreign operations as a result of distance, language, and cultural differences;

· compliance with the U.S. Foreign Corrupt Practices Act and other applicable U.S. and foreign laws prohibiting corrupt payments to government officials and other third parties;

· laws and policies of the U.S. and other jurisdictions affecting trade, foreign investment, loans, and taxes; and

· geopolitical events, including war and terrorism.

Our Commercial Agreements, Strategic Alliances, and Other Business Relationships Expose Us to Risks

Our business growth depends on commercial agreements, strategic alliances, and business relationships. Under these agreements, we provide access to our research library and clinical data as part of licensing and sales and marketing agreements. These arrangements are complex and require substantial infrastructure capacity, personnel, and other resource commitments, which may limit the amount of business we can service. We may not be able to implement, maintain, and develop the components of these commercial relationships, which may include research and development, clinical trials, diagnostic software and hardware design, and engaging third parties to perform services.

Our licensing agreements may be dependent on the volume of another company’s sales. Therefore, when the other company’s offerings are not successful, the compensation we receive may be lower than expected or the agreement may be terminated. Moreover, we may not be able to enter into additional or alternative commercial relationships and strategic alliances on favorable terms. We also may be subject to claims from businesses to which we provide these services if we are unsuccessful in implementing, maintaining, or developing these services.

34

We Face Supply Risk

We are vulnerable to supply risks. The Company’s long-time human interferon producer is no longer manufacturing interferon. Plans for further clinical trials and commercialization of a low-dose interferon product are dependent upon identifying a new source of interferon. The Company has secured a supply partner for current needs but will continue to actively seek new alternative suppliers and explore additional sourcing options. Procuring a new source of interferon may require additional studies to compare results to the Company’s research and further clinical trials may have to be performed. The Company’s inability to secure interferon supplies may adversely affect our operating results.

The Company is the master sales and marketing agent for the Ainos Covid-19 Test Kit developed by Taiwan Carbon Nano Corporation (“TCNT”), a related party. The Company sources the Ainos Covid-19 Test Kit exclusively from TCNT. TCNT currently manufactures the Covid-19 Test Kit in Taiwan. Any unexpected supply disruption by TCNT may adversely affect our business results.

We plan to develop, sell, and/or market other rapid test kit products with a focus on point-of-care diagnostic medical devices. We may continue to rely on TCNT to manufacture these devices. Any unplanned supply risk at TCNT may negatively affect our future business plan.

Government Regulation Is Evolving and Unfavorable Changes Could Harm Our Business

We are subject to general business regulations and laws, as well as regulations and laws specifically governing biologics, pharmaceuticals, and medical devices and treatments. A large number of jurisdictions regulate our operations, and the extent, nature, and scope of such regulations is evolving and expanding as the scope of our businesses expands. We are regularly subject to formal and informal reviews and investigations by governments and regulatory authorities under existing laws, regulations, or interpretations or pursuing new and novel approaches to regulate our operations. Unfavorable regulations, laws, decisions, or interpretations by government or regulatory authorities applying those laws and regulations, or inquiries, investigations, or enforcement actions threatened or initiated by them, could cause us to incur substantial costs, expose us to unanticipated civil and criminal liability or penalties (including substantial monetary fines), diminish the demand for, or availability of, our products and services, increase our cost of doing business, require us to change our business practices in a manner materially adverse to our business, damage our reputation, impede our growth, or otherwise have a material effect on our operations.

Claims, Litigation, Government Investigations, and Other Proceedings May Adversely Affect Our Business and Results of Operations

As a company focusing on diagnostics and treatments for a wide range of human health care needs, we may be subject to actual and threatened claims, litigation, reviews, investigations, and other proceedings, including proceedings by governments and regulatory authorities, involving a wide range of issues, including patent and other intellectual property matters, taxes, labor and employment, competition and antitrust, privacy and data protection, product liability, consumer protection, commercial disputes, goods and services offered by us and by third parties, and other matters. Any of these types of proceedings can have an adverse effect on us because of legal costs, disruption of our operations, diversion of management resources, negative publicity, and other factors. The outcomes of these matters are inherently unpredictable and subject to significant uncertainties.

Our results of operations may be negatively impacted by the COVID-19 outbreak

To date the outbreak has not had a material adverse impact on our operations. The future impact of the outbreak is highly uncertain and cannot be predicted, and there is no assurance that the outbreak will not have a material adverse impact on the future results of the Company.

35

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None

ITEM 3. Defaults Upon Senior Securities.

None

ITEM 4. Mine Safety Disclosures.

Not applicable

ITEM 5. Other Information.

Employment Offer Letters to CEO and CFO

On August 11, 2021, the Company and the CEO of the Company executed an Offer Letter, subject to mutual agreement of employment terms and conditions and approval of the Board, under which Mr. Tsai was offered a monthly salary of 250,000 New Taiwan Dollars (equivalent to approximately $8,929), a year-end bonus of 2 months’ salary, and a variable compensation based on Company profit targets decided by the Company’s Compensation Committee, and payable as 10-30% of total annual compensation in the form of cash, securities and/or other discretionary remuneration. An initial equity grant to Mr. Tsai will be determined by the Compensation Committee at a later date. Other benefits, including labor insurance, health insurance and other benefits, will be based on local regulations and the Company’s policies.

On August 11, 2021, the Company and the CFO of the Company executed an Offer Letter, subject to mutual agreement of employment terms and approval of the Board, under which Ms. Wu was offered a monthly salary of 230,000 New Taiwan Dollars (equivalent to approximately $8,214), a year-end bonus of 2 months’ salary, and a variable compensation based on Company profit targets decided by the Company’s Compensation Committee, and payable as 10-30% of total annual compensation in the form of cash, securities and/or other discretionary remuneration. An initial equity grant to Ms. Wu will be determined by the Compensation Committee at a later date. Other benefits, including labor insurance, health insurance and other benefits, will be based on local regulations and the Company’s policies.

36

As part of our Board’s commitment to corporate governance, our Company’s Board adopted the following policies governing the Board, the Company, and its Committees:

Board Policies

Rules and Procedures of Board of Directors Meetings, adopted August 20, 2021, incorporated herein by this reference, and attached hereto as Exhibit 99.1;

Corporate Governance Policies of the Board of Directors, adopted August 20, 2021, incorporated herein by this reference, and attached hereto as Exhibit 99.2;

Charter of the Audit Committee of the Board of Directors, adopted August 20, 2021, incorporated herein by this reference, and attached hereto as Exhibit 99.3;

Charter of the Compensation Committee of the Board of Directors, adopted August 20, 2021, incorporated herein by this reference, and attached hereto as Exhibit 99.4;

Insider Trading Policy of the Board of Directors, as amended and adopted August 20, 2021, incorporated herein by this reference, and attached hereto as Exhibit 99.5; and

Code of Business Conduct and Ethics, adopted August 20, 2021, as reported in our Form 8-K, incorporated herein by this reference, filed on August 26, 2021 and attached hereto as Exhibit 99.6

Amendments to Bylaws

The Board of Directors of the Company approved the following amendment to Article II, Section 10 of the Company’s Bylaws effective August 20, 2021, as reported in our Form 8-K, incorporated herein by this reference, filed on August 26, 2021:

“Section 10. Compensation. The Board of Directors may provide for the compensation to members of the Board of Directors upon the recommendation of its Compensation Committee and in accordance with its Compensation Policies; provided, that nothing contained herein shall be construed to preclude any director from serving the Corporation in any other capacity or receiving compensation therefor.” (emphasis added)

Prior to the amendment, Article II, Section 10 of the Company’s Bylaws provided as follows:

“Section 10. Compensation. Directors as such shall not receive any stated salary for their services, but by resolution of the Board a fixed sum and expense of attendance, if any, may be allowed for attendance at such regular or special meetings of the Board; provided, that nothing contained herein shall be construed to preclude any director from serving the Corporation in any other capacity or receiving compensation therefor.”

Additionally, the Board of Directors of the Company approved an administrative amendment to the Company’s Bylaws replacing the Company’s former corporate name, “AMARILLO CELL CULTURE COMPANY, INCORPORATED” to the Company’s current corporate name “Ainos, Inc.”

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ITEM 6. Exhibits.

EXHIBIT INDEX

			INCORPORATED BY REFERENCE
EXHIBIT NUMBER	DESCRIPTION	FILED WITH THIS FORM 10-K	FILING DATE WITH SEC	FORM	EXH #	HYPERLINK TO FILINGS
3.1(a)	Restated Certificate of Formation of the Company, dated April 15, 2021 and filed April 21, 2021		4/21/2021	8-K	3.	Restated Certificate of Formation of the Company, dated and filed July 27, 2015.
3.2	Bylaws of the Company, as amended August 20, 2021	X
4.1	Specimen Common Stock Certificate		8/8/1996	SB-2	4.1	Specimen Common Stock Certificate.
31.1(a)	Certification of Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	X
32.1	Certification of CEO and CFO pursuant to 18 U.S.C. Section 1350	X
99.1	Rules and Procedures of Board of Directors Meetings, adopted August 20, 2021	X
99.2	Corporate Governance Policies of the Board of Directors, adopted August 20, 2021	X
99.3	Charter of the Audit Committee of the Board of Directors, adopted August 20, 2021	X
99.4	Charter of the Compensation Committee of the Board of Directors, adopted August 20, 2021	X
99.5	Insider Trading Policy of the Board of Directors, as amended and adopted August 20, 2021	X
99.6	Code of Business Conduct and Ethics, adopted August 20, 2021		8/26/21	8-K	5.05	https://www.sec.gov/ix?doc=/Archives/edgar/data/1014763/000165495421009457/amar_8k.htm
101.INS	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	XBRL Taxonomy Extension Schema Document	X
101.CAL	XBRL Taxonomy Extension Calculation Linkbase	X
101.DEF	XBRL Taxonomy Extension Definition Linkbase	X
101.LAB	XBRL Taxonomy Extension Label Linkbase	X
101.PRE	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.

+ Schedules (as similar attachments) have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K.

* Indicates a management contract or compensatory plan or arrangement.

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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: November 15, 2021	By:	/s/ Chun-Hsien Tsai
		Chun-Hsien Tsai, Chairman of the Board, and
		Chief Executive Officer
Date: November 15, 2021	By:	/s/ Hui-Lan Wu
		Hui-Lan Wu, Chief Financial Officer

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EX-31.1A

EXHIBIT 31.1(a)

FORM OF CERTIFICATION

PURSUANT TO RULE 13a-14(a) AND 15d-14(a)

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION

I, Chun-Hsien Tsai and Hui-Lan Wu, certify that:

1.	I have reviewed this report on Form 10-Q of Ainos, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the periods covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 15, 2021	/s/ Chun-Hsien Tsai
	Chun-Hsien Tsai, Chairman of the Board, and Chief Executive Officer

Date: November 15, 2021	/s/ Hui-Lan Wu
	Hui-Lan Wu, Chief Financial Officer

EX-32

EXHIBIT 3.2

AINOS, INC.

BYLAWS – EFFECTIVE AUGUST 20 2021

ARTICLE I: SHAREHOLDERS

Section 1. Annual Meeting. The annual meeting of shareholders shall be held on the 2nd Tuesday in May of each year at 10:00 A.M. if not a legal holiday, and if a legal holiday, then on the next succeeding business day, or at such other time or on such other date as may be fixed by resolution of the Board of Directors, for the purpose of electing directors. Any business may be transacted at an annual meeting, except as otherwise provided by law or by these Bylaws.

Section 2. Special Meeting. A special meeting of shareholders may be called at any time by the holders of at least ten percent (10%) of the outstanding stock entitled to be voted at such meeting, by the Board of Directors, by the Chairman of the Board, if any, or by the President. Only such business shall be transacted at a special meeting as may be stated or indicated in the notice of such meeting.

Section 3. Place. The annual meeting of shareholders may be held at any place within or without the State of Texas designated by the Board of Directors. Special meetings of shareholders may be held at any place within or without the State of Texas designated by the Board of Directors or, in the absence of such designation, by the chief executive officer. Any meeting may be held at any place within or without the State of Texas designated in a waiver of notice of such meeting signed by shareholders. Meetings of shareholders shall be held at the principal office of the Corporation unless another place is designated for meetings in the manner provided herein.

Section 4. Notice. Written or printed notice stating the place, day and hour of each meeting of shareholders and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than fifty (50) days before the date of the meeting, either personally or by mail or electronic transmission, to each shareholder entitled to vote at such meeting. Such notice, if given by electronic transmission, shall be effective only if the shareholder receiving such notice shall have previously consented to receive notices by electronic transmission, and shall be sent using a form of electronic transmission specified by the shareholder.

Section 5. Quorum. The holders of at least a majority of the outstanding stock entitled to vote thereat and present in person or by proxy, shall constitute a quorum. Except as otherwise required by law, the Articles of Incorporation or these Bylaws, the act of a majority of the stock at any meeting at which a quorum is present shall be the act of the shareholders’ meeting. The shareholders present at any meeting, though less than a quorum, may adjourn the meeting, and any business may be transacted at the adjournment that could be transacted at the original meeting. No notice of adjournment, other than the announcement at the meeting, need be given.

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Section 6. Proxies. At all meetings of shareholders, a shareholder may vote either in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxies shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven (11) months from the date of its execution unless otherwise provided in the proxy. Each proxy shall be revocable unless expressly provided therein to be irrevocable or unless otherwise made irrevocable by law.

Section 7. Voting of Shares. Each outstanding share of a class entitled to vote upon a matter submitted to a vote at a meeting of shareholders shall be entitled to one vote on such matter.

Section 8. List of Shareholders. A complete list of shareholders entitled to vote at each shareholders’ meeting, arranged in alphabetical order, with the address of and number of shares held by each, shall be prepared by the Secretary and filed at the registered office of the Corporation and shall be subject to inspection by any shareholder during usual business hours for a period of ten (10) days prior to such meeting and shall be produced at such meeting and at all times during such meeting be subject to inspection by any shareholder.

Section 9. Action Without Meeting. Any action permitted or required by law, by these Bylaws or by the Articles of Incorporation of the Corporation to be taken at a meeting of shareholders of the Corporation may be taken without a meeting or by means of conference telephone as provided in Article VI, Section 6 of the Bylaws.

ARTICLE II: BOARD OF DIRECTORS

Section 1. Number and Term of Office. The business and property of the Corporation shall be managed by the Board of Directors, and subject to the restrictions imposed by law, the Articles of Incorporation or by these Bylaws, they may exercise all the powers of the Corporation.

The Board of Directors shall consist of not less than one nor more than thirty directors, as so determined from time to time by resolution of the Board of Directors. Within the above limits, the number of directors may be increased or decreased (provided such decrease does not shorten the term of any incumbent director) from time to time by resolution of the Board of Directors.

Each director shall hold office for the term for which he is elected and until his successor shall have been elected and qualified. Directors need not be shareholders nor residents of Texas. Any director may be removed from office, with or without cause, by a majority vote of the shareholders at any meeting at which a forum of shareholders is present; provided that, if the Articles of Incorporation do not expressly deny to shareholders the right of cumulative voting for the election of directors and if less than the entire Board is to be removed, no one of the directors may be removed if the votes cast against his removal would be sufficient to elect him if then cumulatively voted at an election of the entire Board of Directors.

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Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. In case of any increase in the number of directors, the additional directors shall be elected at an annual or special meeting of shareholders called for that purpose or by the Board of Directors for a term of office continuing only until the next election of one or more directors by the shareholders; provided, however, that during a period between two successive annual meetings of shareholders, the Board of Directors may not fill more than two vacancies created by an increase in the number of directors.

Section 2. Meetings of Directors. The directors may hold their meetings and may have an office and keep the books of the Corporation, except as otherwise provided by statute, in such place or places in the State of Texas, or outside the State of Texas, as the Board of Directors may from time to time determine.

Section 3. First Meeting. Each newly elected Board of Directors may hold its first meeting for the purpose of organization and the transaction of business, if a quorum is present, immediately after and at the same place as the annual meeting of the shareholders, and no notice of such meeting shall be necessary.

Section 4. Election of Officers. At the first meeting of the Board of Directors in each year at which a quorum shall be present, held next after the annual meeting of shareholders, the Board of Directors shall proceed to the election of the officers of the Corporation.

Section 5. Regular Meetings. Regular meetings of the Board of Directors shall be held at such times and places as shall be designated from time to time by resolution of the Board of Directors. Notice of such regular meetings shall not be required.

Section 6. Special Meetings. Special meetings of the Board of Directors shall be held whenever called by the Chairman of the Board, if any, the President, or by a majority of the directors for the time being in office. Each such special meeting shall be held at such time and place as shall be designated by the officer or directors calling such meeting.

Section 7. Notice. The Secretary shall give notice of each special meeting in person, or by mail or electronic transmission, to each director at least four (4) hours before the time of such meeting. Such notice, if given by electronic transmission, shall be effective only if the director receiving such notice shall have previously consented to receive notices by electronic transmission, and shall be sent using a form of electronic transmission specified by the director. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transactions any business on the grounds that the meeting is not lawfully called or convened. Notice may also be waived in writing as provided in Article VI, Section 4 of these Bylaws. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or written waiver of notice of such meeting.

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Section 8. Quorum. A majority of the directors fixed in the manner provided in these Bylaws shall constitute a quorum for the transaction of business, but if at any meeting of the Board of Directors there be less than a quorum present, a majority of those present or any director solely present may adjourn the meeting from time to time without further notice. The act of a majority of the directors present at a meeting at which a quorum is in attendance shall be the act of the Board of Directors, unless the act of a greater number is required by the Articles of Incorporation or by these Bylaws.

Section 9. Order of Business. At meetings of the Board of Directors, business shall be transacted in such order as from time to time the Board may determine.

At meetings of the Board of Directors, the Chairman of the Board, if any, shall preside. In the absence of the Chairman of the Board, the President shall preside, and in the absence of the President, a chairman shall be chosen by the Board from among the directors present.

The Secretary of the Corporation shall act as secretary of the meetings of the Board of Directors, but in the absence of the Secretary, the presiding officer may appoint any person to act as secretary of the meeting.

Section 10. Compensation. The Board of Directors may provide for the compensation to members of the Board of Directors upon the recommendation of its Compensation Committee and in accordance with its Compensation Policies; provided, that nothing contained herein shall be construed to preclude any director from serving the Corporation in any other capacity or receiving compensation therefor.

Section 11. Presumption of Assent. A director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the Corporation immediately after adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

Section 12. Action Without Meeting. Any action permitted or required by law, by these Bylaws or by the Articles of Incorporation of the Corporation, to be taken at a meeting of the Board of Directors or any committee thereof may be taken without a meeting or by means of conference telephone as provided in Article VI, Section 6 of these Bylaws.

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Section 13. Committees of Directors. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees, each of which, to the extent provided in such resolution, shall have and may exercise all of the authority of the Board of Directors, except that no such committee shall have the authority of the Board of Directors in reference to amending the Articles of Incorporation, approving a merger or consolidation, recommending to the shareholders the sale, lease or exchange of all or substantially all of the property and assets of the Corporation otherwise than in the usual and regular course of business, recommending to the shareholders a voluntary dissolution of the Corporation or a revocation thereof, amending, altering or repealing the Bylaws of the Corporation or adopting new Bylaws for the Corporation, filling vacancies in or removing members of the Board of Directors or any such committee, fixing the compensation of any member of such committee or altering or repealing any resolution of the Board of Directors which by its term provides that it shall not be so amendable or repealable, and, unless such resolution expressly so provides, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of shares of the Corporation.

ARTICLE III: OFFICERS

Section 1. Number, Titles and Term of Office. The officers of the Corporation shall be a President, one or more Vice-Presidents, a Secretary, a Treasurer and, if the Board of Directors so elects, a Chairman of the Board and such other officers as the Board of Directors may from time to time elect or appoint. Each officer shall hold office until his successor shall have been duly elected and qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. One person may hold more than one office, except that the President shall not hold the office of Secretary. No officer, except the Chairman of the Board, must be a director.

Section 2. Removal. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

Section 3. Vacancies. A vacancy in the office of any officer may be filled by a vote of a majority of the directors.

Section 4. Powers and Duties of the Chief Executive Officer. The President shall be the chief executive officer of the Corporation unless the Board of Directors designates the Chairman of the Board as chief executive officer. Subject to the control of the Board of Directors, the chief executive officer shall have general executive charge, management and control of the properties, business and operations of the Corporation with all such powers as may be reasonably incident to such responsibilities; he may agree upon and execute all leases, contracts, evidences of indebtedness and other obligations in the name of the Corporation and may sign all certificates for shares of capital stock of the Corporation; and shall have such other powers and duties as designated in accordance with these Bylaws and as from time to time may be assigned to him by the Board of Directors.

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Section 5. Powers and Duties of the Chairman of the Board. If elected, the Chairman of the Board shall preside at all meetings of the shareholders and of the Board of Directors; and he shall have such other powers and duties as designated in these Bylaws and as from time to time may be assigned to him by the Board of Directors.

Section 6. Powers and Duties of the President. The President, if any, shall have the authority to agree upon and execute all leases, contracts, evidences of indebtedness, and other obligations in the name of the Corporation; unless the Board of Directors otherwise determines, he shall, in the absence of the Chairman of the Board of if there be no Chairman of the Board, preside at all meetings of the stockholders and (should he be a director) of the Board of Directors; and he shall have such other powers and duties as designated in accordance with these Bylaws and as from time to time may be assigned to him by the Board of Directors.

Section 7. Vice-Presidents. In the absence of the Chairman of the Board, if any, or President, or in the event of their inability or refusal to act, a Vice-President designated by the Board of Directors shall perform the duties of the Chairman of the Board, if any, or the President, as the case may be, and when so acting shall have all the powers of and be subject to all the restrictions upon the Chairman of the Board, if any, or the President. In the absence of a designation by the Board of Directors of a Vice-President to perform the duties of the Chairman of the Board, if any, or President, the Vice-President who is senior in terms of time as a Vice-President of the Corporation shall so act. The Vice-Presidents shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 8. Treasurer. The Treasurer shall have custody of all the funds and securities of the Corporation which come into his hands. When necessary or proper, he may endorse, on behalf of the Corporation, for collection checks, notes and other obligations and shall deposit the same to the credit of the Corporation in such bank or banks or depositories as shall be designated in the manner prescribed by the Board of Directors, and he may sign all receipts and vouchers for payments made to the Corporation, either alone or jointly with such other officer as is designated by the Board of Directors. Whenever required by the Board of Directors, he shall render a statement of his cash account, he shall enter or cause to be entered regularly in the books of the Corporation to be kept by him for that purpose full and accurate accounts of all moneys received and paid out on account of the Corporation; he shall perform all acts incident to the position of Treasurer subject to the control of the Board of Directors; and he shall, if required by the Board of Directors, give such bond for the faithful discharge of his duties in such form as the Board of Directors may require.

Section 9. Assistant Treasurer. Each Assistant Treasurer shall have the usual powers and duties pertaining to his office, together with such other powers and duties as may be assigned to him by the Board of Directors. The Assistant Treasurers shall exercise the powers of the Treasurer during that officer’s absence or inability to act.

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Section 10. Secretary. The Secretary shall keep the minutes of all meetings of the Board of Directors and the minutes of all meetings of the shareholders, in books provided for that purpose; he shall attend to the giving and serving of all notices; he may in the name of the Corporation attest to all contracts of the Corporation and affix the seal of the Corporation thereto; he may sign with the President all certificates for shares of the capital stock of the Corporation; he shall have charge of the certificate books, transfer books and stock ledgers, and such other books and papers as the Board of Directors may direct, all of which shall at all reasonable times be open to inspection of any director upon application at the office of the Corporation during business hours, and he shall in general perform all duties incident to the office of Secretary, subject to the control of the Board of Directors.

Section 11. Assistant Secretaries. Each Assistant Secretary shall have the usual powers and duties pertaining to his office, together with such other powers and duties as may be assigned to him by the Board of Directors or the Secretary. The Assistant Secretaries shall exercise the powers of the Secretary during that officer’s absence or inability to act.

ARTICLE IV: INDEMNIFICATION AND INSURANCE OF

DIRECTORS AND OFFICERS

Each director and each officer or former director or officer of this Corporation or each person who may have served at request as a director or officer of another corporation in which it owned shares of capital stock or of which it is a creditor, shall be indemnified by the Corporation against liabilities imposed upon him and expenses reasonably incurred by him in connection with any claim made against him, or any action, suit or proceeding to which he may be a party by reason of his being, or having been such director or officer, and against such sums as independent counsel selected by the Board of Directors shall deem reasonable payment made in settlement of any such claim, action, suit or proceeding primarily with a view of avoiding expenses of litigation; provided, however, that no director or officer shall be indemnified with respect to matters as to which he shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in performance of duty, or with respect to any matters which shall be settled by the payment of sums which counsel selected by the Board of Directors shall not deem reasonable payment made primarily with a view to avoiding expenses of litigation, or with respect to matters for which such indemnification would be against public policy. Such right of indemnification shall be in addition to any other rights to which directors or officers maybe entitled.

This Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability.

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ARTICLE V: CAPITAL STOCK

Section 1. Certificates of Shares. The certificates for shares of the capital stock of the Corporation shall be in such form as shall be approved by the Board of Directors. The certificates shall be signed by the Chairman of the Board, if any, or the President, and also by the Secretary or an Assistant Secretary or by the Treasurer or an Assistant Treasurer and may be sealed with the seal of this Corporation or a facsimile thereof. Where any such certificate is countersigned by a transfer agent, or registered by a registrar, either of which is other than the Corporation itself or an employee of the Corporation, the signatures of any such Chairman of the Board, if any, or President and Secretary or Assistant Secretary or Treasurer or Assistant Treasurer may be facsimiles. They shall be consecutively numbered and shall be entered in the books of the Corporation as they are issued and shall exhibit the holder’s name and number of shares.

Section 2. Transfer of Shares. The shares of stock of the Corporation shall be transferable only on the books of the Corporation by the holders thereof in person or by their duly authorized attorneys or legal representatives, upon surrender and cancellation of certificates for a like number of shares.

Section 3. Closing of Transfer Books. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders, or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the Corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed in any case one hundred ten (110) days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten (10) days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than one hundred ten (110) days and, in case of a meeting of shareholders, not less than ten (10) days prior to the date on which the particular action requiring such determination of shareholders is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders or shareholders entitled to receive payment of a dividend, the date on which the notice of the meeting is mailed or date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders.

Section 4. Regulations. The Board of Directors shall have power and authority to make all such rules and regulations as they may deem expedient concerning the issue, transfer and registration or the replacement of certificates for shares of capital stock of the Corporation.

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ARTICLE VI: MISCELLANEOUS PROVISIONS

Section 1. Offices. Until the Board of Directors otherwise determines, the registered office of the Corporation required by the Texas Business Corporation Act to be maintained in the State of Texas, shall be the registered office named in the original Articles of Incorporation of the Corporation, or such other office as may be designated from time to time by the Board of Directors in the manner provided by law. Such registered office need not be identical to the principal place of business of the Corporation.

Section 2. Fiscal Year. The fiscal year of the Corporation shall be such as the Board of Directors shall by resolution establish.

Section 3. Seal. The seal of the Corporation shall be such as from time to time may be approved by the Board of Directors.

Section 4. Notice and Waiver of Notice. Whenever any notice whatever is required to be given under the provisions of these Bylaws, said notice shall be deemed to be sufficient if given by depositing the same in a post office box in a sealed postpaid wrapper addressed to the person entitled thereto at his post office address, as it appears on the books of the Corporation, and such notice shall be deemed to have been given on the day of such mailing. A waiver of notice, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

Section 5. Resignations. Any director or officer may resign at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time is specified, at the time of its receipt by the Chairman of the Board, if any, the President or Secretary. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation.

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Section 6. Action Without Meeting or by Conference Telephone. Any action permitted or required by law, these Bylaws or by the Articles of Incorporation of the Corporation, to be taken at a meeting of the shareholders, the Board of Directors or any committee designated by the Board of Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all the shareholders or members of the Board of Directors or committee, as the case may be. Such consent shall have the same force and effect as a unanimous vote at a meeting, and may be stated as such in any document or instrument filed with the Secretary of State. In addition, the shareholders of the Corporation are authorized to take any action required or authorized to be taken under the Texas Business Organizations Code (the “Code”) or the governing documents of this Corporation at an annual or special meeting of the shareholders of the Corporation, without holding a meeting, providing notice, or taking a vote if shareholders of the Corporation having at least the minimum number of votes that would be necessary to take the action that is the subject of the consent at a meeting, in which each owner or member entitled to vote on the action is present and votes, sign a written consent or consents stating the action taken. Any action taken by less-than-unanimous consent of shareholders shall be subject to the notification requirements contained in Section 6.202 of the Texas Business Organizations Code, or successor provisions. Subject to the requirement for notice of meetings, shareholders, members of the Board of Directors, or members of any committee designated by the Board of Directors, may participate in and hold a meeting of such shareholders, Board of Directors or committee, as the case may be, by means of conference telephone or similar communications equipment, or another suitable electronic communications system, including videoconferencing technology or the Internet, or any combination, if the equipment or system permits each person participating in the meeting to communicate with all other persons participating in the meeting; all subject to any identification and/or record keeping requirements of the Texas Business Organizations Code, or successor statutes.

Section 7. Securities of Other Corporations. The chief executive officer (or any other officers designated by the Board of Directors) of the Corporation shall have power and authority to transfer, endorse for transfer, vote, consent or take any other action with respect to any securities of another issuer which may be held or owned by the Corporation and to make, execute and deliver any waiver, proxy or consent with respect to any such securities.

ARTICLE VII: AMENDMENTS

These Bylaws may be altered, amended, or repealed by the affirmative vote of the holders of a majority of the outstanding stock at any annual meeting, or at any special meeting if notice of the proposed amendment be contained in the notice of said special meeting, or by the affirmative vote of a majority of the full Board of Directors at any regular or special meeting, provided notice of said proposed amendment be contained in the notice of the meeting.

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Prior Version: Adopted July 10, 2015

Amendments:

Article II, Section 10 of the Company’s Bylaws shall be amended as follows: Section 10. Compensation. The Board of Directors may provide for the compensation to members of the Board of Directors upon the recommendation of its Compensation Committee and in accordance with its Compensation Policies as such shall not receive any stated salary for their services, but by resolution of the Board a fixed sum and expense of attendance, if any, may be allowed for attendance at such regular or special meetings of the Board; provided, that nothing contained herein shall be construed to preclude any director from serving the Corporation in any other capacity or receiving compensation therefor.” (emphasis added, modified provisions underlined). Amended by the Board on August 20, 2021; No. Ainos-2021-04

The corporate name identified in the Company’s Bylaws shall be amended to be “Ainos, Inc.” Amended by the Board on August 20, 2021; No. Ainos-2021-04

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EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Ainos, Inc. on Form 10-Q for the period ended September 30, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge:

1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

	AINOS, INC.
Date: November 15, 2021	By:	/s/ Chun-Hsien Tsai
		Chun-Hsien Tsai, Chairman of the Board, and Chief Executive Officer
Date: November 15, 2021	By:	/s/ Hui-Lan Wu
		Hui-Lan Wu, Chief Financial Officer

EX-99.1

EXHIBIT 99.1

AINOS, INC.

RULES AND PROCEDURES OF BOARD OF DIRECTORS MEETINGS – ADOPTED

AUGUST 20 2021

1.0 SCOPE OF RULES AND PROCEDURES

Unless relevant laws and regulations or the Company’s Certificate of Formation or Bylaws provide otherwise, the Company’s Board of Directors meetings (“Board Meetings”) shall be conducted in accordance with the Rules and Procedures of Board of Directors Meetings (the “Rules and Procedures”).

2.0 CONVENING OF MEETINGS AND CHAIRMAN ROLE

2.1 Minimum Quarterly Meetings. Board Meetings shall be held at least once every quarter but may be held at any time in case of urgent circumstances.

2.2 Chairman of the Board Role. Board Meetings shall be convened and presided over by the Chairman of the Board of Directors. However, the first meeting of every term of the newly elected Board of Directors shall be convened and presided over by the Director who has received the largest number of votes after such election; if there are two or more persons with such convening rights, they shall elect from amongst themselves one person to convene and preside over the meeting.

2.3 Absence of Chairman of the Board. In case the Chairman of the Board of Directors is on leave or unable to exercise his powers for any cause, the Vice Chairman of the Board of Directors shall act on his behalf. If the Vice Chairman is also on leave or unable to exercise his powers for any cause, the Chairman shall appoint a Director to act on his behalf. In the absence of such an appointee, the Directors shall elect from amongst themselves one person to act on the behalf of the Chairman.

2.4 Place of Meetings. Board Meetings at any appropriate place, time, and manner convenient for the Directors to attend in accordance with the Bylaws.

3.0 DESIGNATED SECRETARIAT, MEETING NOTICES, AND MEETING MATERIALS

3.1 Meeting Agenda. The subject matter of Board Meetings shall be decided by the Chairman of the Board of Directors.

3.2 Role of Corporate Secretary. The Board Corporate Secretary shall conduct the drafting of meeting agendas and minutes, and handle other administrative matters related to Board Meetings, and reports to the Chairman of the Board of Directors.

3.3 Regular Meetings. Regular meetings of the Board of Directors shall be held at such times and places as shall be designated from time to time by resolution of the Board of Directors. Notice of such regular meetings shall not be required.

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3.4 Special Meetings. Special meetings of the Board of Directors shall be held whenever called by the Chairman of the Board, if any, the President, or by a majority of the directors for the time being in office. Each such special meeting shall be held at such time and place as shall be designated by the officer or directors calling such meeting.

3.5 Notice of Meetings. The Secretary shall give notice of each special meeting in person, or by mail or electronic transmission, to each director at least four (4) hours before the time of such meeting. Such notice, if given by electronic transmission, shall be effective only if the director receiving such notice shall have previously consented to receive notices by electronic transmission, and shall be sent using a form of electronic transmission specified by the director. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transactions any business on the grounds that the meeting is not lawfully called or convened. Notice may also be waived in writing as provided in Article VI, Section 4 of the Bylaws. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or written waiver of notice of such meeting.

4.0 SUBJECT MATTER OF BOARD MEETINGS

The agenda of regular Board Meetings shall include at least the following items:

(1) The meeting minutes of the preceding meeting;

(2) Material business and financial reports;

(3) Internal audit matters reports; and

(4) Other important matters report, including the report on implementation status of previous resolutions.

2. Discussion items:

(1) Discussion items reserved by the preceding meeting; and

(2) Discussion items of the current meeting.

3. Special motions

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5.0 ATTENDANCE SIGNING BOOKLET AND PROXIES

5.1 Attendance Record. A signing booklet shall be provided at every Board Meeting for the attending Directors to sign in. The Directors shall attend Board Meetings in accordance with the Bylaws. If unable to attend, a Director may appoint another

5.2 Proxies. Director to attend on his behalf by proxy which specifies the scope of authorization; any appointee shall not act as proxy for more than one Director. Any Director attending the meeting via telephone or video conference shall be deemed to have attended the meeting in person but shall sign an attendance confirmation and transmit his/her attendance confirmation to the Corporate Secretary.

5.3 Special Rules for Independent Directors. Independent Directors shall attend the Board Meetings in person; if an Independent Director is unable to attend a Board Meeting in person and wishes to delegate his/her rights, he/she can only delegate another Independent Director to attend on his/her behalf. Any dissenting opinion or abstention by Independent Directors shall be recorded in the Board Meetings minutes. If Independent Directors are unable to attend Board Meetings in person to express their dissenting opinion or abstention, except for legitimate reasons, they shall submit a written statement in advance to be recorded in the Board Meetings minutes.

5.4 Attendance by Non-Directors. Depending on the subject matter of proposed resolutions, relevant managerial personnel may be invited to present at Board Meetings to assist the Directors in understanding the Company’s current conditions so that they can make appropriate resolutions. In addition, accountants, legal counsel, or other professional personnel may be invited to the meetings to provide professional opinions for the Board of Directors’ reference, but shall excuse themselves and vacate the meeting when the proposed resolution will be discussed and resolved.

6.0 QUORUM

A majority of the directors fixed in the manner provided in these Bylaws shall constitute a quorum for the transaction of business, but if at any meeting of the Board of Directors there be less than a quorum present, a majority of those present or any director solely present may adjourn the meeting from time to time without further notice. The act of a majority of the directors present at a meeting at which a quorum is in attendance shall be the act of the Board of Directors, unless the act of a greater number is required by the Certificate of Formation or by the Bylaws.

7.0 DISCUSSION OF PROPOSED RESOLUTIONS

7.1 Order of Discussion. In principle, the discussion of proposed resolutions at a Board Meeting shall proceed in accordance with the agenda attached to the meeting notice. However, if no objection is voiced by any Director present at the meeting or with more than half of the attending Directors’ consent, the Chairman may make changes.

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7.2 Intermission of Meeting. During a meeting, the Chairman may, at his discretion, set time for intermission or negotiation.

8.0 VOTING

8.1 Call for a Vote. The Chairman may announce an end of the discussion of any resolution and call for a vote.

8.2 Assent. A director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the Corporation immediately after adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

8.3 Amendments or Modifications to Resolutions or Motions. If there is an amendment to or substitute for a proposed resolution or motion, the Chairman shall decide the sequence of voting and the amendment or substitute. If any one of them has been adopted, the others shall be deemed vetoed and no further voting is required. The result of voting shall be announced at the meeting and placed on record.

8.4 Methods for Voting. The method of voting shall be one of the following as determined by the Chairman:

1. By showing of hands;

2. By voicing votes; or

3. By casting ballots. The Chairman shall appoint person(s) to monitor the voting process and person(s) to count the ballots; and the person(s) appointed to monitor the voting process should be a Director.

9.0 THE RECUSAL OF CONFLICT-INTERESTED DIRECTORS

If a Director or a proxy the Director represents has a personal interest in the matter under discussion at the meeting, the relevant Director shall disclose the nature of such personal interest. If such interest may impair the interest of the Company, the relevant Director shall not join the discussion and voting of such matter, and shall recuse himself/herself when the matter is being discussed and resolved; nor shall the relevant Director exercise voting right on behalf of another Director.

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10.0 MEETING ITEMS TO BE RECORDED AND SIGNED

10.1 Meeting Minutes. The resolutions of every Board Meeting shall be recorded in the meeting minutes. The meeting minutes shall accurately record the following items:

· The term (or year), place, and time of the meeting;

· The name of the chairman;

· The attendance situation of the Directors, including the names and numbers of those who are present, on leave, and absent;

· The names and titles of the other attendants;

· The name of the recorder

· Report items;

· Discussion items: the voting method and the result of each proposed resolution; the summary of opinion by the Directors, experts, and other personnel; the names of the Directors that disclosed a conflict of interest under Article 11 of the Rules and Procedures, summary of the nature of the conflict of interest, the reasons for recusal or non-recusal, and the circumstances of recusal; any dissenting opinion or abstention with a written statement; any written statement provided by the Independent Directors pursuant to Paragraph 2 of Articles 6 of the Rules and Procedures;

· Special motions: the names of the persons proposing the special motions; the voting method and the result of each proposed resolution; the summary of opinion by the Directors, experts, and other personnel; any dissenting opinion or abstention with a written statement; and

· Other items that shall be recorded.

10.2 Signing and Distribution of Minutes. Meeting minutes shall be signed by the Chairman of the meeting and the Corporate Secretary (or recording secretary appointed at the meeting) , distributed to each Director within twenty (20) days after the meeting, and carefully kept as the Company’s important file throughout the life of the Company. The attendance record of a Board Meeting shall be part of the meeting minutes and be permanently retained throughout the life of the Company. The recording and distribution of meeting minutes may be performed by means of electronic transmission.

11.0 CANCELLATION OF BOARD MEETINGS

In the case of special circumstances where a scheduled Board Meeting of the Company must be cancelled after meeting notices have been sent to the Directors, the meeting may be cancelled if the person with convening right notifies the Directors in writing at least three days prior to the scheduled meeting date. In the case of urgent circumstances where the scheduled Board Meeting must be cancelled and it is impossible to notify the Directors prior to the time specified above, the meeting may be cancelled if the person with convening right notifies the Directors by telephone or other means at least three hours prior to the scheduled meeting time and confirms that each Director has received such notice.

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12.0 EFFECTIVE DATE AND AMENDMENT

These Rules and Procedures shall be effective from August 20, 2021. Any amendment to these Rules and Procedures shall be approved by the Board of Directors.

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EX-99.2

EXHIBIT 99.2

AINOS, INC.

CORPORATE GOVERNANCE POLICIES OF THE BOARD OF DIRECTORS –

ADOPTED AUGUST 20 2021

1.0 PURPOSE OF THE POLICIES

These Corporate Governance Policies (the “Policies”) have been adopted by the Board of Directors (the “Board”) of AINOS, INC., a Texas corporation (the “Company”) to assist the Board in carrying out its responsibilities and in following corporate best practices. These Policies are to be interpreted in the context of all applicable laws and regulations, the Company’s charter documents and other governing legal documents.

The Company’s management is responsible for:

· development of strategic, financial and management policies of the Company for consideration by the Board;

· the operations of the Company in accordance with such policies;

· timely preparation of financial statements and other reports about the Company, and informing the Board about the Company’s operations; and

· identification and management of the Company’s risks and development of risk mitigation strategies.

The Board is responsible for protecting and enhancing the assets of the Company and serving the best interests of the Company’s stockholders. These duties include:

· monitoring the effectiveness of management and Company policies and decisions; and

· oversight of the Company’s risk management process, which shall include periodic review of management’s risk analysis.

2.0 AUTHORITY OF THE BOARD

Pursuant to Article II, Section 1 of the Company’s Bylaws adopted on July 10, 2015: “The business and property of the Corporation shall be managed by the Board of Directors, and subject to the restrictions imposed by law, the Articles of Incorporation or by these Bylaws, they may exercise all the powers of the Corporation.”

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3.0 COMPOSITION OF BOARD

3.1 Selection of Directors. The Board shall select members to fill Board vacancies and nominate candidates for election at the annual meeting of stockholders (the “Annual Meeting”) or other similar meeting. All directors are appointed or elected for a three (3) year term.

3.1.1	Board Membership Criteria. The Board encourages selection of directors, including nominees by stockholders, who will contribute to the Company’s overall corporate goals. The Board and the Executive Committee will periodically review the characteristics appropriate for directors to possess in light of the Board’s composition and skills and expertise needed at the Board and committee levels. In determining whether to recommend a nominee for election, the Executive Committee shall consider all of his or her relationships with any of the Company’s stockholders, competitors, customers, suppliers or other persons related to the Company, and for determining whether to recommend a director for re-election, the Executive Committee shall also consider the director’s past meeting attendance and participation in and contributions to the activities of the Board. The Executive Committee is committed to Board diversity and shall consider a nominee’s background and experience to ensure that a broad range of perspectives is represented on the Board. In particular, the Executive Committee will consider a nominee’s membership in an underrepresented community, such as race, ethnicity, sexuality, gender or veteran status.
3.1.2	Management Director. The Board anticipates that the Company’s Chief Executive Officer (“CEO”) will be nominated to serve on the Board.
3.1.3	Nomination Process. The Company’s Secretary shall be notified of all potential candidates for nomination to the Board. Nominations made other than by the Board must be made in full compliance with the Company’s Bylaws. Each potential candidate must provide a list of references and agree (i) to be interviewed by the Board and (ii) to a background check or other review of qualifications by the Company. Prior to nomination of any candidate by the Board, each director shall be provided the opportunity to meet with the candidate. Any candidate nominated shall upon request agree in writing to comply with these Policies and all other Company policies and procedures applicable to members of the Board.

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3.1.4 Vacancies. Pursuant to Article II, Section 1 of the Bylaws, any vacancy occurring in the Board may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. In case of any increase in the number of directors, the additional directors shall be elected at an annual or special meeting of shareholders called for that purpose or by the Board for a term of office continuing only until the next election of one or more directors by the shareholders; provided, however, that during a period between two successive annual meetings of shareholders, the Board may not fill more than two vacancies created by an increase in the number of directors.

3.2

Size of the Board. The number of directors shall be established by the Board in accordance with the Company’s Certificate of Formation and Bylaws. The Board will review the appropriate size of the Board from time to time and may approve a change in the authorized number of directors. The Bylaws of the Company states: “The Board of Directors shall consist of not less than one nor more than thirty directors, as so determined from time to time by resolution of the Board of Directors. Within the above limits, the number of directors may be increased or decreased (provided such decrease does not shorten the term of any incumbent director) from time to time by resolution of the Board of Directors.”

3.3

Independent Directors.

3.3.1 Independent Directors. The Company has elected to be covered by the Controlled Company exemption from the independent director requirement of Nasdaq 5065(b)(1). According to the Nasdaq Listing Rule 5615(c) and IM-5615-5, a “Controlled Company” is a company of which more than 50% of the voting power for the election of directors is held by an individual, a group or another company. The calculation of voting power held by a group can include shares covered under voting agreements between or among shareholders relating to the election of directors. For a group to exist, the shareholders must have filed a notice that they are acting as a group (e.g., a Schedule 13D). A majority of the Directors of the Company are not “Independent Directors” as defined by Nasdaq rule 5605(a)(2) and IM-5605 due to their affiliation with Ainos, Inc., a Cayman Island corporation (“Ainos KY”), the majority shareholder of the Company, and their status as an executive officer, employee, or an individual having a relationship with the foregoing including as a family member.

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3.3.2	Affirmative Determination of Independence. Based on information provided by Board members and advice of counsel, the Board, or a designated committee of the Board shall affirmatively determine at times required by the Nasdaq listing standards (the “Listing Standards”) that the directors designated as independent have no material relationships to the Company (either directly or indirectly) that may interfere with the exercise of their independence from management and the Company.
3.3.3	Proposed Transactions. Directors may be asked from time to time to leave a Board meeting when the Board is considering a transaction in which the director (or another organization in which a director is a director or officer) has a financial or other interest. The Board shall review and approve any proposed related party transactions in compliance with the Company’s policies and Listing Standards.
3.3.4	Annual Determination. The Board will make an affirmative determination, at least annually, that other commitments of non-employee directors, including services on additional public boards, continue to allow sufficient time to perform their Board and committee duties.

3.4	Board Leadership. The Board may elect a chairperson of the Board pursuant to Article III, Section 5 of the Bylaws. If elected, the Chairman of the Board shall preside at all meetings of the shareholders and of the Board of Directors; and he shall have such other powers and duties as designated in the Bylaws and as from time to time may be assigned to him by the Board of Directors.
3.5	Fixed Terms. Longer-serving directors have valuable insight about the Company’s business, operations, history, policies and objectives. The Board believes that term limits and mandatory retirement ages for directors are not in the best interests of the Company, and the Board shall instead review annually the current effectiveness of each director in nominating candidates for election or re-election.
3.6	Executive Committee. The Board shall include an Executive Committee composed of Independent Directors. In addition to duties delegated to it by the Board, the Executive Committee shall periodically assess the performance of the Board and its committees and report the results of such assessment to the Board.

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3.7	Director Time Commitment. Directors should be able to devote sufficient time to Board and committee duties and to understanding the Company’s business. The Executive Committee will review the other commitments of potential Board candidates, and do so annually for existing Board members, to make this determination. Board members must notify the Executive Committee and the General Counse1l, and obtain the Executive Committee’s approval, before accepting an invitation to serve on the board of another company. Factors the Executive Committee may consider include the following: (i) resulting actual or potential conflicts of interest; (ii) actual or potential competition between the Company and the other company; (iii) significant or potentially significant relationships between the Company and the other company, such as vendor, customer, supplier, contractor or consultant; and (iv) whether acceptance of the offer may reflect unfavorably on the Company. Unless otherwise approved by the Board, no Board member shall serve on the board of any significant Company competitor, supplier or customer (as determined by the Executive Committee).
3.8	Change in Circumstances. Directors who change their principal occupation or business association should not necessarily leave the Board. However, if any director has a Change in Circumstances (as defined below), then the director shall promptly disclose it to the General Counsel (or if none, the CFO), who will notify the Executive Committee of any material Change in Circumstances (as determined by the General Counsel or if none, the CFO). The Board, excluding the applicable director, will determine whether to request that director to resign if the Board receives such a recommendation from the Executive Committee (excluding the applicable director, if an Executive Committee member). For these purposes, “Change in Circumstances” will mean any change in a director’s personal or professional circumstances, since such director’s most recent election to the Board, that would require disclosure in such director’s D&O Questionnaire or the proxy statement of the Company if such director were to be nominated for re-election at the next Annual Meeting, including, but not limited to, a change of employer or primary occupation (including retirement) or a material change in occupational responsibilities.
3.9	Ownership Guidelines. The Board expects all directors and executive officers to display confidence in the Company by owning shares of the Company’s common stock. For purposes of these guidelines, stock ownership includes shares of the Company’s common stock held in trust for the director or executive officer, as applicable, and his or her immediate family, plus vested deferred stock, but not unvested or unexercised equity. If the Board adopts a minimum ownership requirement, the number of shares is calculated annually as of the last day of the Company’s fiscal year. The value of a share shall be the greater of the then current market price or the closing price on the acquisition date.

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3.10	Director Education. Each director is expected to participate in continuing education to maintain the necessary level of expertise to perform his or her responsibilities. The Executive Committee and the General Counsel are responsible for administering or approving eligible continuing education programs, which may include a mix of in-house and third-party programs. The Company will pay the out-of-pocket costs of attendance for any director.
3.11	Board Assessment. The Executive Committee and the Board shall conduct, at least annually, an assessment of its overall effectiveness and performance.
3.12	Executive Officer Review. The Compensation Committee of the Board shall conduct, and review with the Board, an annual evaluation of the performance of all executive officers.
3.13	Management Development. Annually, the Board shall review management development and discuss candidates to fulfill the CEO’s responsibilities on an interim basis in the event that the CEO is disabled or otherwise incapacitated.

4.0	MEETINGS AND MINUTES
4.1	Meetings of Executive Committee. Each fiscal year, the Executive Committee will hold at least two (2) meetings without management present, and may invite the Company’s independent auditors, legal counsel, finance staff and other employees to attend.
4.2	Session with CEO. Each regular Board meeting is intended to include a session between the CEO and the independent directors, to permit discussion of personnel and management issues, management development and other topics.
4.3	Agenda. The chairperson of the Board, if designated, or the CEO will have primary responsibility for preparing any Board meeting agenda and distributing it to the directors with appropriate written information and background materials. Agendas should address items suggested by Board members.

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4.4	Board Materials Distributed In Advance. Information concerning the Company, and its finances, operations and strategy, is important to the Board’s understanding and decision-making process. When feasible, appropriate information relating to agenda items should be distributed in writing to the Board in advance of the Board meeting. For sensitive or late-breaking topics, discussion will be held at the meeting and no materials need be distributed.
4.5	Board Access to Management. Management will afford each Board member access to Company employees, and outside auditors, legal counsel and other professional advisors for any purpose reasonably related to the Board’s responsibilities, with the Executive Committee authorized to establish reasonable processes related to such matters. The Board encourages management to include in Board meetings Company personnel who can provide additional insight into the items being discussed, and/or to present key employees who should be given exposure to the Board. Management is responsible for arranging presentations at Board meetings and providing information to the Board about the operations of the Company. Each director is entitled to inspect the Company’s books and records and obtain such other data and information as the director may reasonably request; inspect facilities as reasonably appropriate for the performance of director duties; and to receive notice of all meetings in which a director is entitled to participate and copies of all Board meeting minutes, with the Executive Committee authorized to establish reasonable processes related to such matters.
4.6	Outside Advisors. The Board and its committees are authorized to obtain legal or other advisors of their choice, at the Company’s expense, who shall report directly to the Board or the committee.
5.0	BOARD COMMITTEES
5.1	Committees. The current committees of the Board are the Audit Committee, the Compensation Committee and the Executive Committee. The Board may form, merge or dissolve committees as it deems appropriate from time to time. The Audit Committee, the Compensation Committee and the Executive Committee shall be comprised entirely of Independent Directors. Exceptions shall only be made under unusual circumstances and only with unanimous approval of the Independent Directors. Committee composition shall conform to applicable laws and regulations.
5.2	Committee Member Selection. Upon recommendation by the Executive Committee, the Board will designate the members and the chairperson of each committee, endeavoring to match the committee’s function and needs for expertise with individual skills and experience of the appointees.

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5.3	Committee Functions. Each committee will have a written charter approved by the Board. The charters shall be at a minimum in compliance with all legal requirements and Listing Standards. The number of, and content and processes for, such committee meetings (including attendees at such meetings) and means of carrying out committee responsibilities will be determined by each committee in light of the committee’s charter, the committee’s authority delegated by the Board, and the legal, regulatory, accounting and governance principles applicable to the committee’s function. The minutes of the committees will be available to the full Board. The Company will afford access to the Company’s employees, professional advisors and other resources to enable committee members to carry out their responsibilities.
6.0	BOARD MEMBER RESPONSIBILITIES
6.1	Generally. A director is expected to discharge his or her duties, including duties as a committee member, in good faith and in a manner the director reasonably believes to be in the best interests of the Company and its stockholders and to abide by the highest ethical and fiduciary standards.
6.2	Disclose Relationships and Other Information. Each director is expected to disclose promptly to the Board and to respond promptly and accurately to periodic inquiries from the Company regarding any existing or proposed relationships with the Company, including compensation and stock ownership, which could affect the independence of the director under applicable Listing Standards or any additional standards as may be established by the Board. Each director shall also promptly inform the Company of any material change in such information.
6.3	Attendance. Board members are expected to devote sufficient time and attention to prepare for, attend and participate in Board meetings and meetings of committees on which they serve, including advance review of meeting materials that may be circulated prior to each meeting.
6.4	Reporting and compliance systems. Based on information available, each director should be satisfied that the Company’s management maintains an effective system for timely reporting to the Board or appropriate Board committees on the following, without limitation: (1) the Company’s financial and business plans, strategies and objectives; (2) the recent financial results and condition of the Company and its business segments; (3) significant accounting, regulatory, competitive, litigation and other external issues affecting the Company; and (4) systems of control which promote accurate and timely reporting of financial information to stockholders and compliance with laws and corporate policies. Each director is expected to have a basic understanding of the foregoing matters to the extent information is furnished by management or otherwise available to the Board.

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6.5	Continuing education. The Board is expected periodically to review the Company’s policies and procedures for providing orientation sessions for newly elected or appointed directors and to recommend, on an as-needed basis, continuing director education programs for Board or committee members.
6.6	Annual evaluation. The Board will evaluate these corporate governance guidelines and whether the Board and its committees are functioning effectively at least annually.
6.7	Risk Oversight. The Board should understand the principal risks associated with the Company’s business on an on-going basis and it is the responsibility of management to assure that the Board and its committees are kept well informed of these changing risks on a timely basis. It is important that the Board oversee the key risk decisions of management, which includes comprehending the appropriate balance between risks and rewards. The Board reserves oversight of the major risks facing the Company and has delegated risk oversight responsibility to the appropriate committees in the following areas: the audit committee oversees risks relating to financial matters, financial reporting and auditing and the compensation committee oversees risks relating to the design and implementation of the Company’s compensation policies and procedures.
6.8	Reliance on Information. A director is entitled to rely on reports or other information provided by Company management, independent auditors, legal counsel and other persons, in the discharge of his or her duties.
6.9	Confidentiality. Directors have an obligation to protect and keep confidential all non-public information related to the Company (“Confidential Information”) unless and until the Company has authorized public disclosure (or unless otherwise required by law or regulation). Confidential Information includes all non-public information entrusted to or obtained by a director by reason of his or her position on the Board, such as information regarding the strategy, business, finances and operations of the Company and third parties, minutes, reports and materials of the Board and its committees, other documents identified as confidential by the Company and all other non-public information provided by the Company, including but not limited to non-public information concerning: (i) the Company’s financial condition, prospects or plans, its marketing and sales programs and research and development information, as well as information relating to acquisitions, divestitures and actions relating to the Company’s stock; (ii) possible transactions with other companies or information about the Company’s suppliers, customers or partners that the Company is under an obligation to maintain as confidential; and (iii) the proceedings and deliberations of the Board and its committees, and the discussions and decisions between and among employees, officers and directors and their advisors. Directors may not use Confidential Information for personal benefit or to benefit other persons or entities other than the Company. Directors shall refrain from disclosing Confidential Information to anyone outside the Company, specifically including any principal or employee of any entity or person that employs the director or has sponsored the director’s election to the Board, except with Company authorization or as otherwise may be required by applicable law. The obligations described above continue even after service on the Board has ended. Any questions or concerns about potential disclosures should be directed to the General Counsel.

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6.10	Management Succession Planning. At least annually, the Compensation Committee will consider and assist the Board in developing succession plans for the CEO and other key executive officers and appropriate management personnel. The Board may from time to time ask the Compensation Committee to undertake other specific reviews concerning management succession planning.
6.11	Applicable Laws and Policies. Board members will comply with all applicable laws and requirements of applicable regulatory agencies, including the Listing Standards, and with all policies and guidelines of the Company, including, without limitation, the Company’s Code of Conduct and Financial Team Code of Conduct.
7.0	REVIEW OF GOVERNANCE GUIDELINES
The Executive Committee will periodically review and assess the adequacy of these guidelines and recommend any proposed changes to the Board for approval.
8.0	ADOPTIONS, REVIEWS AND REVISIONS

As of July 30, 2021 – No prior policy

Adopted – August 20, 2021

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EX-99.3

EXHIBIT 99.3

AINOS, INC.

CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS –

ADOPTED AUGUST 20 2021

1.0 PURPOSE OF THE COMMITTEE

The Audit Committee (the “Audit Committee”) is appointed by the Board of Directors (the “Board”) of AINOS, INC., a Texas corporation (the “Company”), to act on behalf of the Board in fulfilling the Board’s oversight responsibilities with respect to the Company’s:

· corporate accounting and reporting practices and the quality and integrity of the Company’s consolidated financial statements;

· reports and systems of internal control over financial reporting (the “Internal Controls”); and

· qualifications, independence and performance of the Company’s independent registered public accounting firm engaged for the purposes of preparing or issuing an audit report or performing audit services (the “Auditors”).

The policy of the Audit Committee in discharging these obligations shall be to maintain and foster an open avenue of communication between the Audit Committee, the Internal Audit Executive (as defined below) appointed by Audit Committee or other members of the Company’s internal audit department (the “Internal Auditors”), the Auditors and the Company’s financial management. The Audit Committee shall also provide oversight in connection with legal, regulatory and ethical compliance programs as established by management and help the Board oversee the Company’s legal and regulatory compliance. The operation of the Audit Committee shall be subject to the Bylaws of the Company as in effect from time to time and the Texas Business Organizations Law.

2.0 AUTHORITY OF THE COMMITTEE

In discharging its oversight role, the Audit Committee is empowered to investigate any matter brought to its attention as necessary and appropriate. The Audit Committee shall have authority to:

· appoint, determine compensation for, at the expense of the Company, and retain and oversee the Auditors as set forth in Section 10A(m)(2) of the Securities Exchange Act of 1934 and the rules thereunder and otherwise to fulfill its responsibilities under this Charter;

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· retain and determine compensation for, at the Company’s expense, special legal, accounting or other advisors or consultants as it deems necessary or appropriate in the performance of its duties;

· pay, at the expense of the Company, ordinary administrative expenses that, as determined by the Audit Committee, are necessary or appropriate in carrying out its duties; and

· without limitation, comply with Rule 10A-3(b)(2), (3), (4) and (5) under the Securities Exchange Act (the “Act”) (subject to the exemptions provided in Rule 10A-3(c) under the Act), concerning responsibilities relating to registered public accounting firms; complaints relating to accounting; internal accounting controls or auditing matters; authority to engage advisers; and funding.

The Audit Committee shall have full access to all books, records, facilities and personnel of the Company as deemed necessary or appropriate by any member of the Audit Committee to discharge his or her responsibilities hereunder. The Audit Committee shall have authority to require that any of the Company’s personnel, counsel, Auditors or Internal Auditors or investment bankers, or any other consultant or advisor to the Company, attend any meeting of the Audit Committee or meet with any of its special legal, accounting or other advisors and consultants for any matter within the Audit Committee purview. The Audit Committee may form and delegate authority to subcommittees when appropriate, or to one or more members of the Audit Committee.

The approval of this Charter by the Board shall be construed as a delegation of authority to the Audit Committee with respect to the responsibilities set forth herein.

3.0 COMPOSITION OF COMMITTEE

Audit Committee members shall meet the independence and experience requirements of The Nasdaq Stock Market LLC (“Nasdaq”) applicable to Audit Committee members as in effect from time to time, when and as required by Nasdaq, as well as the rules and regulations of the Securities and Exchange Commission (the “SEC”) and applicable provisions of the Sarbanes-Oxley Act of 2002.

The Audit Committee shall be comprised of at least three (3) “Independent Directors” (as defined under Nasdaq Rule 5605(a)(2)), one of whom shall serve as Chairperson, and none of whom shall be an employee and each of whom shall be free from any relationship that would interfere with the exercise of his or her independent judgment, as determined by the Board, in accordance with Nasdaq requirements.

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All members of the Audit Committee must (i) be an Independent Director; (ii) meet the criteria for independence set forth in Rule 10A-3(b)(1) under the Act (subject to the exemptions provided in Rule 10A-3(c) under the Act); (iii) not have participated in the preparation of the financial statements of the Company or any current subsidiary of the Company at any time during the past three years; and (iv) be financially literate, meaning able to read and understand fundamental financial statements, including the Company’s balance sheet, income statement, and cash flow statement in accordance with listing standards. At least one member of the Audit Committee shall qualify as an “audit committee financial expert” (as defined by the SEC from time to time).

The members of the Audit Committee and the Chairperson shall be appointed by the Board, on the recommendation of the Executive Committee, and serve at the discretion of the Board in accordance with the Company’s Bylaws. Audit Committee members will serve such terms as the Board may fix. Vacancies occurring on the Audit Committee shall be filled by the Board.

4.0	MEETINGS AND MINUTES
4.1	MEETINGS. The Audit Committee shall hold such regular or special meetings as its members shall deem necessary or appropriate, including by written consent. In addition, the Audit Committee should communicate with management and the Auditors quarterly to review the Company’s financial statements and significant findings based upon the Auditors’ limited review procedures.
4.2	MINUTES. Minutes of each meeting of the Audit Committee shall be kept and distributed to each member of the Audit Committee, CFO and the Secretary of the Company.
5.0	RESPONSIBILITIES AND DUTIES

The Audit Committee shall oversee the Company’s financial reporting process (including direct oversight of the Auditors) on behalf of the Board, and shall have direct responsibility for the appointment, compensation, retention and oversight of the work of the Auditors and any other registered public accounting firm engaged for the purpose of performing other review or attest services for the Company.

The Auditors and each such other registered public accounting firm shall report directly and be accountable to the Audit Committee.

The Audit Committee’s functions and procedures should remain flexible to address changing circumstances most effectively. To implement the Audit Committee’s purpose and policy, the Audit Committee shall be charged with the functions and processes described below, with the understanding, however, that the Audit Committee may supplement or (except as otherwise required by law or the applicable rules) deviate from these activities as appropriate under the circumstances.

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5.1 REVIEW PROCEDURES

5.1.1	Review and assess the adequacy of this Charter, annually in accordance with Nasdaq rules and regulations. Submit the Charter or any recommendations of proposed changes to the Board for approval.
5.1.2	Review and recommend to the Board, upon completion of the annual audit, the financial statements, any internal controls report, and as appropriate, “Risk Factors” to be included in the Company’s Annual Report on Form 10-K and any internal controls report. Review should include oversight of the Auditors’ assessment of the quality, not just acceptability, of accounting principles, the reasonableness of significant judgments and estimates (including material changes in estimates), the nature of significant risks and exposures, any audit adjustments noted or proposed by the Auditors (whether “passed” or implemented in the financial statements), the adequacy of the disclosures in the financial statements and any other matters required to be communicated to the Audit Committee by the Auditors.
5.1.3	In consultation with the management, the Internal Auditors and the Auditors, review the Company’s guidelines and policies with respect to risk assessment, risk management and internal financial and disclosure controls.
5.1.4	Discuss with management and the Auditors the results of the Auditors’ review of the Company’s quarterly financial statements, prior to public disclosure of quarterly financial information, if practicable, or filing with the SEC of the Company’s Quarterly Report on Form 10-Q, and any other matters required to be communicated to the Audit Committee by the Auditors under applicable standards.
5.1.5	To review generally with management and the Auditors, as appropriate, earnings press releases, as well as the substance of financial information and earnings outlook provided to analysts and ratings agencies. The Chairperson of the Audit Committee may represent the entire Audit Committee for purposes of this discussion.
5.1.6	Review periodically, either individually or as a committee and discuss with management and the Auditors, as appropriate, the Company’s disclosures contained under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in its periodic reports to be filed with the SEC.

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5.1.7 Review with management, the Internal Auditors and the Auditors significant issues that arise regarding accounting principles and financial statement presentation, including the adoption of new, or material changes to existing, critical accounting policies or to the application of those policies, the potential effect of alternative accounting policies available under GAAP, the potential impact of regulatory and accounting initiatives, any off-balance sheet structures and any other significant reporting issues and judgments.

5.2 INDEPENDENT AND INTERNAL AUDITORS

5.2.1	The Auditors are ultimately accountable to the Audit Committee and Board as representatives of the Company’s stockholders. The Audit Committee shall review the independence and performance of the Auditors (including the Auditor’s lead partner) and annually select the Auditors or approve any discharge of Auditors when circumstances warrant.
5.2.2	Review and determine the engagement of the Auditors, including the scope of and plans for the audit, the adequacy of staffing and the compensation to be paid to the Auditors.
5.2.3	Review and approve the retention of Auditors to perform any proposed permissible non-audit services, including the compensation to be paid therefor, authority for which may be delegated to one or more Audit Committee members, provided that to the extent provided by law all approvals of non-audit services pursuant to this delegated authority be presented to the full Audit Committee at its next meeting.
5.2.4	Monitor the rotation of the partners of the Auditors on the Company’s audit engagement team as required by applicable law and to consider periodically, if deemed appropriate, adopting a policy regarding rotation of auditing firms.
5.2.5	On an annual basis, consistent with applicable rules and requirements of the Public Company Accounting Oversight Board (United States) (the “PCAOB”), receive and review written disclosures from the Auditors delineating all relationships between the Auditors, or their affiliates, and the Company, or persons in financial oversight roles at the Company, that may reasonably be thought to bear on independence and a letter from the Auditors affirming their independence, to consider and discuss with the Auditors any potential effects of any such relationships on the independence of the Auditors as well as any compensation or services that could affect the Auditors’ objectivity and independence, and to assess and otherwise take appropriate action to oversee the independence of the Auditors.

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5.2.6	At least annually, to discuss with the Auditors the matters required to be discussed by Auditing Standard No. 1301 and 2410, Communications with Audit Committees and Related Parties, adopted by the PCAOB and any other matters required to be discussed by any other applicable rules or requirements of the PCAOB (including any successor rule adopted by the PCAOB), including any fraud or illegal acts.
5.2.7	Review the audit plans of the Company’s Internal Auditors, discuss scope, staffing, compensation, locations, reliance upon management and general audit approach and any significant reports prepared by the Internal Auditors as well as management’s responses, approve the hiring and dismissal of an executive officer responsible for coordinating the internal audit (the “Internal Audit Executive”), to review periodically the Internal Auditors’ function to ensure that the function has guidelines that allow it to operate effectively, and ensure that the Internal Audit Executive (and those reporting to the Internal Audit Executive on internal audit matters) has access to the Company’s records as necessary to permit the function to operate effectively.
5.2.8	Consider the Auditors’ judgments about the quality and appropriateness of the Company’s staffing and accounting principles as applied in its financial reporting.
5.2.9	Review with the Auditors any management or internal control letter issued or, to the extent practicable, proposed to be issued by the Auditors and management’s response, if any, to such letter, as well as any additional material written communications between the Auditors and management, and to confer with the senior management of the Company and the Auditors, as appropriate, regarding any deficiencies, the scope, adequacy and effectiveness of internal control over financial reporting.
5.2.10	Consider and review with management, the Internal Auditors and Auditors, outside counsel, as appropriate, and, in the judgment of the Audit Committee, such special counsel, separate accounting firm and other consultants and advisors as the Audit Committee deems appropriate, any correspondence with regulators or governmental agencies, litigation or legal matters that could have a significant impact on the Company’s financial results and any published reports that raise material issues regarding the Company’s financial statements or accounting policies.

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5.2.11	Review with the Auditors and management, and ultimately resolve, any conflicts or disagreements between management and the Auditors regarding financial reporting, accounting practices or policies and review with the Auditors any difficulties the Auditors encountered in the course of the audit work, including restrictions on the scope of work or access to requested information.
5.2.12	To review with the Auditors, as appropriate, material communications between the audit team and the Auditors’ national office with respect to accounting or auditing issues presented by the engagement.
5.2.13	Meet periodically in separate sessions as an Audit Committee and meet periodically with the Auditors, senior management and the Internal Audit Executive to discuss any matters that the Audit Committee, the Auditors, senior management or the Internal Audit Executive believe should be privately discussed.
5.2.14	To ensure receipt from the Auditors of a formal written statement delineating all relationships between the Auditor and the Company, actively engaging in a dialogue with the Auditor with respect to any disclosed relationships or services that may impact the objectivity and independence of the Auditor and for taking, or recommending that the full Board take, appropriate action to oversee the independence of the Auditor.

5.3 LEGAL COMPLIANCE AND RISK MANAGEMENT

5.3.1	Establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, including the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters as required by applicable law and as deemed appropriate.
5.3.2	Investigate any matter brought to the attention of the Audit Committee within the scope of its duties if, in the judgment of the Audit Committee, such investigation is necessary or appropriate. The Chairperson of the Audit Committee may represent the entire Audit Committee in making such determination.
5.3.3	In conjunction with the Executive Committee, review on a periodic basis with senior management any proposed revisions to, and compliance with, the Company’s Code of Conduct and Code of Ethics for Senior Financial Officers (as defined by the US Securities and Exchange Commission).

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5.3.4 Review and discuss with management the Auditors. the Company’s processes and policies on risk identification, management and assessment in all areas of the Company’s business, including financial and accounting. Areas of focus shall include but not be limited to the Company’s policies and other matters relating to the Company’s investments, cash management and foreign exchange management, major financial risk exposures, the adequacy and effectiveness of the Company’s information security policies and practices and the internal controls regarding information security, and the steps taken by management to monitor and mitigate or otherwise control these exposures and to identify future risks.

5.4 OTHER RESPONSIBILITIES

5.4.1	Annually prepare a report to stockholders as required by the SEC and to be included in the Company’s proxy statement.
5.4.2	Report to the Board with respect to material issues that arise regarding the quality or integrity of the Company’s financial statements, the Company’s compliance with legal or regulatory requirements, the performance or independence of the Auditors, the performance of the Company’s internal audit functions or such other matters as the Audit Committee deems appropriate from time to time or whenever it shall be called upon to do so.
5.4.3	The Audit Committee shall review, discuss and assess its own performance as well as the Audit Committee’s role and responsibilities as outlined in this Charter annually.
5.4.4	The Audit Committee shall review this Charter annually and file an annual certification by the Company with respect to its annual review with applicable regulatory authorities.
5.4.5	Perform any other activities consistent with this Charter, the Company’s Bylaws, and governing law, as the Audit Committee or the Board deems necessary or appropriate. Perform such other functions and to have such powers as may be necessary or appropriate in the efficient and lawful discharge of the foregoing.

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6.0 MANAGEMENT RESPONSIBILITIES

It shall be the responsibility of management to (1) make and keep books, records and accounts, which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (2) devise and maintain an effective system of internal accounting controls, (3) devise and maintain effective disclosure controls and procedures and internal controls over financial reporting and (4) prepare financial statements that are accurate and complete and fairly present the financial condition, results of operations and cash flows of the Company, and further does not relieve the independent auditors of their responsibilities relating to the audit or review of financial statements. These functions shall neither be the responsibility of the Audit Committee, nor shall it be the Audit Committee’s responsibility to ensure that the financial statements or periodic reports are complete and accurate, conform to generally accepted accounting principles or otherwise comply with applicable laws.

7.0 ADOPTIONS, REVIEWS AND REVISIONS

As of July 30, 2021 – No prior policy

Adopted – August 20, 2021

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EX-99.4

EXHIBIT 99.4

AINOS, INC.

CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF

DIRECTORS – ADOPTED AUGUST 20 2021

1.0 PURPOSE OF THE COMMITTEE

The purpose of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of AINOS, INC., a Texas corporation (the “Company”), shall be to act on behalf of the Board in:

· determining and approving the compensation of the Company’s Chief Executive Officer;

· reviewing and approving compensation for the Company’s other executive officers and senior management, including those classified by the Company as officers for purposes of Securities and Exchange Commission (the “SEC”) rules under Section 16 of the Securities Exchange Act (the “Act”);

· reviewing and recommending to the Board compensation for the Company’s directors;

· reviewing and discussing with management the Company’s Compensation Discussion and Analysis (“CD&A”) to be included in the Company’s proxy statements and annual reports on Form 10-K;

· preparing the annual Compensation Committee report for inclusion into the Company’s proxy statements and annual reports on Form 10-K;

· fulfilling the Board’s oversight responsibilities with respect to the Company’s overall compensation policies, plans and programs; and

· performing other activities related to the Company’s compensation plans and structure. The term “compensation” shall include salary, long-term incentives, variable compensation, perquisites, equity incentives, severance arrangements and employee benefit plans, including but not limited to retirement/401(k), health, welfare, disability, deferred compensation plans and any other rights or compensation received under the Company’s compensation and employee benefit plans.

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2.0	AUTHORITY OF THE COMMITTEE
2.1	Full Access. The Committee shall have full access to all books, records, facilities and personnel of the Company as deemed necessary or appropriate by any member of the Committee to discharge his or her responsibilities hereunder, including human resources personnel preparing the CD&A for use in the Company’s annual reports on Form 10-K, registration statements, proxy statements or information statements for the Company reports to be filed with the SEC.
2.2	Authority to Obtain Advice and Retain Advisors. The Committee shall have the authority to obtain advice and assistance from internal or external legal, accounting or other advisors. In addition, the Committee shall have authority to retain and terminate any compensation consultant to assist in the evaluation of director, executive officer or senior management compensation, including authority to approve such reasonable consultant’s fees and other retention terms, all at the Company’s expense. Such compensation consultants, independent legal counsel or other advisors and consultants shall report directly, and be accountable, to the Committee. The Committee shall recommend to the Board for its approval expenditures for external resources that are expected to be material and outside the ordinary course of the Committee’s practices.
2.3	Delegation of Authority. The Committee may form and delegate authority to subcommittees as appropriate, including, but not limited to, a subcommittee composed of one or more members of the Committee to grant stock awards under the Company’s equity incentive plans to persons who are not then subject to the Act.
2.4	Specific Responsibilities and Authority. Without limiting the generality of this section, pursuant to Rule 10C-1(b)(2), (3) and (4)(i)-(vi) under the Act, the Committee shall have the following specific responsibilities and authority:

2.4.1	In its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other advisers.
2.4.2	The Committee shall be directly responsible for the appointment, compensation and oversight of the work of any compensation consultant, legal counsel and other adviser retained by the Committee.
2.4.3	The Company must provide for appropriate funding, as determined by the Committee, for payment of reasonable compensation to a compensation consultant, legal counsel or any other adviser retained by the Committee.

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2.4.4	The Committee may select, or receive advice from, a compensation consultant, legal counsel or other adviser to the Committee, other than in-house legal counsel, only after taking into consideration the following factors:
	2.4.4.1	the provision of other services to the Company by the person that employs the compensation consultant, legal counsel or other adviser;
	2.4.4.2	the amount of fees received from the Company by the person that employs the compensation consultant, legal counsel or other adviser, as a percentage of the total revenue of the person that employs the compensation consultant, legal counsel or other adviser;
	2.4.4.3	the policies and procedures of the person that employs the compensation consultant, legal counsel or other adviser that are designed to prevent conflicts of interest;
	2.4.4.4	any business or personal relationship of the compensation consultant, legal counsel or other adviser with a member of the Committee;
	2.4.4.5	any stock of the Company owned by the compensation consultant, legal counsel or other adviser; and
	2.4.4.6	any business or personal relationship of the compensation consultant, legal counsel, other adviser or the person employing the adviser with an executive officer of the Company.

2.5 Determination of Independence of Advisors. Before engaging, or receiving advice from, a compensation consultant, external legal counsel or any other advisor, the Committee shall consider the independence of each such advisor by taking into account the following factors and any other factors required by The Nasdaq Stock Market LLC (“Nasdaq”) or the SEC and corresponding rules that may be amended from time to time, including any exceptions permitted by such rules:

2.5.1 the provision of other services to the Company by the employer of the compensation consultant, counsel or other advisor (the “Advisory Firm”);

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2.5.2	the amount of fees received from the Company by the Advisory Firm, as a percentage of the Advisory Firm’s total revenue;
2.5.3	the Advisory Firm’s policies and procedures that are designed to prevent conflicts of interest;
2.5.4	any business or personal relationship of the compensation consultant, counsel or other advisor with a member of the Committee;
2.5.5	any stock of the Company owned by the compensation consultant, counsel or other advisor;
2.5.6	any business or personal relationship between an executive officer of the Company and the compensation consultant, counsel, other advisor or the Advisory Firm; and
2.5.7	The Committee shall review and discuss with management any conflicts of interest raised by the work of a compensation consultant or advisor retained by the Committee or management and how such conflict is being addressed, and prepare any necessary disclosure in the Company’s annual proxy statement in accordance with applicable SEC rules and regulations.

3.0	COMPOSITION OF COMMITTEE
3.1	Membership. The Committee shall be comprised of at least two (2) members of the Board.
3.2	Independence of Members. Each member of the Committee shall satisfy:

3.2.1	the independence requirements of Nasdaq applicable to compensation committees and members, as in effect from time to time, when and as required by Nasdaq and be free from any relationship that would interfere with the exercise of his or her independent judgment, as determined by the Board;
3.2.2	the “non-employee director” standard within the meaning of Rule 16b-3 promulgated under the Act; and

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3.2.3 any other requirements imposed by other applicable laws.

3.3 Affirmative Determination of Independence. The Board shall affirmatively determine the independence of any director who will serve on the Compensation Committee considering all factors specifically relevant to determining whether a director has a relationship to the Company which is material to that director’s ability to be independent from management in connection with the duties of a compensation committee member, including, but not limited to:

3.3.1	the source of compensation of such director, including any consulting, advisory or other compensatory fee paid by the Company to such director; and
3.3.2	whether such director is affiliated with the Company, a subsidiary of the Company or an affiliate of a subsidiary of the Company.

3.4	Appointment and Removal. The members of the Committee and the Committee’s Chairperson shall be appointed by the Board, on the recommendation of the Executive Committee of the Board of Directors as defined in the Company’s Corporate Governance Policies, and serve at the discretion of the Board in accordance with the Company’s Bylaws. Committee members will serve such terms as the Board may fix. Vacancies occurring on the Committee shall be filled by the Board.
3.5	Succession Planning. At least annually, the Committee will consider and assist the Board in developing succession plans for the CEO and other key executive officers and appropriate management personnel.
4.0	MEETINGS AND MINUTES
4.1	Meetings. The Committee will hold such regular and special meetings as its members deem necessary or appropriate. Each independent director may attend any meeting of the Committee, except for portions of the meetings where his or her presence would be inappropriate, as determined by the Committee. The Chief Executive Officer may attend at the invitation of the Committee.
4.2	Minutes and Reports. Minutes of each meeting of the Committee shall be kept and distributed to each member of the Committee and members of the Board who are not members of the Committee. The Chairperson of the Committee shall report to the Board from time to time, or whenever so requested by the Board.

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5.0 COMMITTEE DUTIES

The Committee’s procedures should remain flexible to address changing circumstances most effectively. Accordingly, the Committee may supplement and, except as otherwise required by applicable law or the requirements of Nasdaq, deviate from these activities as appropriate under the circumstances:

5.1

CEO Compensation. The Committee shall review, modify (as needed) and approve, in its sole discretion, the salary, variable compensation, equity compensation and any other compensation and terms of employment of the Company’s Chief Executive Officer, at least annually based on performance. In determining the compensation of the Chief Executive Officer, the Committee shall consider the Company’s short-term and long-term performance goals and metrics to measure achievement of such goals, in light of the Committee’s determination of the appropriate means of retaining and motivating the Chief Executive Officer. The Committee should also consider the Company’s results and relative stockholder return, the value of similar incentive awards given to chief executive officers of comparable companies and awards given to the Company’s Chief Executive Officer in past years. The Chief Executive Officer may not be present during the voting or deliberations regarding his compensation.

5.2

Compensation of Other Executive Officers and Other Senior Management. The Committee shall review, modify (as needed) and approve the salary levels, variable compensation plans, and structures and payments thereunder and other forms of compensation policies, plans and programs for other executive officers and other senior management of the Company, at least annually based on performance, including:

5.2.1

reviewing and approving corporate performance goals, the structure and method for determining the terms of overall executive variable compensation or other compensatory plans, method of determination of individual goals for executives and other senior management thereunder, and payment of individual executive variable compensation to the extent such variable compensation contains a discretionary component; and

5.2.2

reviewing national and industry-wide executive compensation practices and trends to assess the adequacy and competitiveness of the Company’s executive compensation programs among comparable peer group companies, as well as the appropriateness of such programs.

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5.3	Risk Management. The Committee shall review the Company’s practices and policies of employee compensation as they relate to risk management and risk-taking incentives, to determine whether such compensation policies and practices are reasonably likely to have a material adverse effect on the Company.
5.4	Advisory Votes. The Committee shall review and consider the results of any advisory vote on executive compensation.
5.5	Overall Company Compensation. The Committee shall review, modify (as needed) and approve the Company’s overall compensation plans and structure, including reviewing the Company’s overall compensation philosophy, evaluating and approving the compensation plans and programs for the Company, modifying or terminating existing plans and programs, and reviewing and establishing equity and variable compensation programs.
5.6	Independent Director Compensation. The Committee shall review and recommend to the Board the compensation for independent Board members, including any retainer, committee and committee chair fees and/or equity compensation. Such recommendation shall take into account national and industry-wide compensation practices and trends and a comparison of the Company’s compensation programs among comparable companies as well as the appropriateness of such programs in light of corporate governance standards and the Committee’s determination of the appropriate method of motivating independent Board members.
5.7	Administration of Benefit Plans. The Committee shall have full power and authority to administer the Company’s stock option plans, stock appreciation rights plans, stock purchase plans, variable compensation plans, including the adoption, amendment and termination of such plans and any sub-plans thereof, putting forth such plans or amendments before the Company’s stockholders for approval, approving any SEC filings needed in order to register the shares under any such plans, establishing guidelines, interpreting plan documents, selecting participants, approving grants and awards, and exercising such other power and authority as may be permitted or required under such plans. The Committee shall have full power and authority to provide oversight of any employee benefit plans subject to ERISA, including but not limited to retirement/401(k), deferred compensation plans, health, welfare, and disability plans and to delegate its legal obligations with respect to the employee benefit plans subject to ERISA to subcommittees, officers or employees of the Company as permitted by the terms as such plans and applicable law. Notwithstanding the foregoing, the Board shall retain the right to act on all such matters without limiting the Committee’s authority.

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5.8	Compensation Discussion and Analysis. The Committee shall review and discuss with management the Company’s disclosures contained under the caption “Compensation Discussion and Analysis” and make recommendations to the Board that the CD&A be approved for inclusion in the Company’s annual reports on Form 10-K, registration statements, proxy statements or information statements, as may be required under applicable SEC rules.
5.9	Committee Report. The Committee shall prepare and review the Committee report on executive compensation to be included in the Company’s annual proxy statement in accordance with applicable SEC rules and regulations.
5.10	Committee Self-Assessment and Charter. The Committee shall review, discuss and assess at least annually its own performance, as well as the Committee’s role and responsibilities as outlined in this Charter. The Committee shall also review and reassess annually the adequacy of this Charter and shall submit any suggested changes to the Charter to the Board for its consideration.
6.0	COMPENSATION PROPOSALS. The Committee shall provide recommendations to the Board on compensation-related proposals to be considered at the Company’s annual meeting, including the frequency of advisory votes on executive compensation.
7.0	OTHER DUTIES. The Committee shall perform such other functions and have such other powers as may be necessary or convenient in the efficient discharge of the foregoing.
8.0	ADOPTIONS, REVIEWS AND REVISIONS
	As of July 30, 2021 – No prior policy Adopted – August 20, 2021

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EX-99.5

EXHIBIT 99.5

AINOS, INC.

INSIDER TRADING POLICY OF THE BOARD OF DIRECTORS – ADOPTED AUGUST 20 2021

1.0 PURPOSES OF THE POLICY

Anyone who has knowledge of material nonpublic information may be considered an “Insider” for purposes of the federal securities laws prohibiting insider trading. As a result, it is a violation of the policy of AINOS, INC., a Texas corporation (the “Company”) and the federal securities laws for any Covered Person, as defined in this Policy to (a) trade in securities of the Company while aware of “material nonpublic information” concerning the Company or (b) communicate, “tip” or disclose material nonpublic information to outsiders so that they may trade in securities of the Company based on that information. To prevent even the appearance of improper insider trading or tipping, the Company has adopted this Insider Trading Policy (the “Policy”) for applicable Covered Persons including, but not limited to, all of its directors, officers and employees and their family members, as well as for others who have access to information through business relationships with the Company.

The consequences of prohibited insider trading or tipping can be severe. Violation of this Policy by any officer or employee may result in disciplinary action by the Company up to and including immediate termination for cause. Moreover, persons violating insider trading or tipping rules may be required to:

· disgorge the profit made or the loss avoided by the trading, whether received by the insider or someone receiving a tip;

· pay significant civil penalties; and

· pay a criminal penalty and serve time in jail.

In addition to individual sanctions, the Company may also be required to pay civil or criminal penalties.

2.0 SCOPE OF THE POLICY

2.1 Covered Persons

This Policy covers all directors, officers and employees of the Company and their respective family members and any outsiders whom the Insider Trading Compliance Officer (defined below) may designate as Insiders because they have access to material nonpublic information concerning the Company (Insiders).

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2.2 Covered Transactions

The Policy applies to any and all transactions in the Company’s securities. For purposes of the Policy, the Company’s securities include its common stock, options to purchase or sell common stock and any other type of securities that the Company may issue, such as preferred stock, convertible debentures, warrants and exchange-traded options or other derivative securities and short sales (collectively, “Company Securities”). Transactions in Company Securities include not only market transactions, but also private sales of Company Securities, pledges of Company Securities to secure a loan or margin account, as well as charitable donations of Company Securities.

2.3 Policy Delivery

The Policy will be delivered to all directors, officers and employees and other designated persons. Upon first receiving a copy of the Policy or any revised versions, each recipient must sign an acknowledgment that he or she has received a copy of the Policy and agrees to comply with the Policy’s terms.

3.0 SECTION 16 PERSONS AND DESIGNATED EMPLOYEES

3.1 Section 16 Persons

Each member of the Company’s Board of Directors (“Board”) and those officers of the Company designated by the Board to be Section 16 officers of the Company are subject to the reporting provisions and trading restrictions of Section 16 of the Securities Exchange Act of 1934 and the underlying rules and regulations promulgated by the U.S. Securities and Exchange Commission (“SEC”) (“Section 16 Persons”). Section 16 Persons must obtain prior approval of all trades in Company Securities from the Company’s Compliance Officer in accordance with the procedures set below.

Note that the Exchange Act Section 16(a) requires directors, officers and any beneficial owners of more than 10 percent of a class of the issuer’s registered equity securities to file ownership reports with the SEC, and Section 16(b) imposes liability for short-swing trading on these persons.

3.2 Designated Employees

In addition to Section 16 Persons, the Compliance Officer may designate additional officers and employees as “Designated Employees.” Designated Employees are those officers or employees or outside consultants or contractors that the Company considers, because of their duties, to have regular access to material nonpublic information. In addition to the Policy’s general proscription against insider trading or tipping, Designated Employees must comply with additional trading restrictions detailed below.

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4.0 DEFINITION OF “MATERIAL NONPUBLIC INFORMATION”

4.1 “Material” Information

“Material Information” is any information about the Company that a reasonable investor would consider important in making an investment decision to buy or sell the Company’s Securities. If an investor would want to buy or sell securities based in part on the information, the information should be considered material. In simple terms, material information is any type of information that could reasonably be expected to affect the price of Company Securities. While it is not possible to identify all information that would be deemed “material,” the following types of information ordinarily would be considered material:

· financial performance, especially quarterly and year-end earnings;

· significant changes in financial performance outlook or liquidity of the Company as a whole or of a reporting segment of the Company’s business;

· company projections that significantly differ from external expectations;

· potential mergers and acquisitions or the sale of significant Company assets or subsidiaries;

· new major contracts, orders, suppliers, customers or finance sources, or the loss thereof;

· major discoveries or significant changes or developments in products or product lines, research or technologies;

· approvals or denials of requests for regulatory approval by government agencies of products, patents or trademarks;

· significant changes or developments in supplies or inventory, including significant product defects, recalls or product returns;

· significant pricing changes;

· stock splits, public or private securities/debt offerings or changes in Company dividend policies or amounts;

· significant changes in management;

· significant labor disputes or negotiations, including possible strikes;

· actual or potential exposure to major litigation, or the resolution of such litigation;

· possible proxy contests;

· imminent or potential changes in the Company’s credit rating by a rating agency;

· voluntary calls of debt or preferred stock of the Company;

· the contents of forthcoming publications that may affect the market price of Company Securities;

· statements by stock market analysts regarding the Company and/or its securities;

· significant changes in sales volumes, market share, production scheduling, product pricing or mix of sales;

· analyst upgrades or downgrades of a Company Security;

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· significant changes in accounting treatment, write-offs or effective tax rate;

· impending bankruptcy or financial liquidity problems of the company or one of its subsidiaries or significant business partners;

· gain or loss of a substantial customer or supplier; or

· a significant cybersecurity incident experienced by the company that has not yet been made public.

4.2 “Nonpublic” Information

Information is considered “nonpublic” until it has not been widely disseminated to the public through SEC filings, major newswire services, national news services and financial news services and there has been sufficient time for the market to digest that information. For the purposes of this Policy, information will be considered public after the close of trading on the third full business day after the Company’s widespread public release of the information. Thus, no transaction should take place until the third business day after the disclosure of the material information.

5.0 STATEMENT OF COMPANY POLICY AND PROCEDURES

5.1 Prohibited Activities

5.1.1 No Insider may trade in Company Securities while aware of material nonpublic information concerning the Company.

5.1.2 No Insider may trade in Company Securities during any special trading blackout periods as designated by the Compliance Officer. The deviation of any blackout period as well as those Insiders subject to the blackout shall be determined by the Compliance Officer.

5.1.3 Moreover, the Insider will not disclose to any person the applicability of a special blackout period without prior permission of the Compliance Officer.

5.1.4 No Section 16 Person or Designated Employee may trade in Company Securities without prior written approval of the Compliance Officer under the procedures set forth below. To the extent possible, Section 16 Persons and Designated Employees should retain all records and documents that support their reasons for making each trade.

5.1.5 No Section 16 Person or Designated Employee may trade in Company Securities outside of the applicable “trading windows” described below.

5.1.6 The Compliance Officer may not trade in Company Securities unless the trade(s) have been approved by the Chief Financial Officer or Chief Executive Officer in accordance with the procedures set forth below.

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5.1.7 No Insider may “tip” or disclose material nonpublic information concerning the Company to any outside person, including family members, even if that person is expected to hold such “tip” in confidence, unless required as part of that Insider’s regular duties for the Company or authorized by the Compliance Officer. In the case of inadvertent disclosure to an outside person, the Insider must advise the Compliance Officer as soon as the inadvertent disclosure has been discovered. To protect against inadvertent disclosures, all inquiries from outsiders regarding material nonpublic information about the Company must be forwarded to the Compliance Officer or Investor Relations.

5.1.8 No Insider may give trading advice of any kind about the Company to anyone, whether or not such Insider is aware of material nonpublic information about the Company.

5.1.9 No Insider may trade in any interest or position relating to the future price of Company Securities, such as a put, call or short sale.

5.1.10 Without the specific prior approval of the Compliance Officer and the Chief Executive Officer or the Audit Committee, no Insider shall accept outside employment, as a consultant, independent contractor or employee, where the Insider is being compensated for the Insider’s knowledge of the Company or the industry or potential products of the Company.

5.1.11 Without the specific prior approval of the Compliance Officer and the Chief Executive Officer, no Insider shall respond to market rumors or otherwise make any public statements regarding the Company or its prospects. This includes responding to or commenting on Internet-based bulletin boards or social media platforms. If you become aware of any rumors or false statements, you should report them to the Compliance Officer.

5.2 Trading Windows and Blackout Periods

Provided that no other restrictions on trading in Company Securities apply, Section 16 Persons and Designated Employees may trade in Company Securities during and only during the period beginning at the close of trading third full trading day[s] following the Company’s widespread public release of quarterly or year-end earnings and ending on the last trading day of the second month following the end of the preceding quarter.

Notwithstanding the above provisions, any Section 16 Person or Designated Employee who is aware of material nonpublic information concerning the Company may not trade in Company Securities even during a trading window until three (3) business day[s] after such material nonpublic information has been subject to the Company’s widespread public release of the information.

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No Insiders identified by the Compliance Officer as being subject to a special blackout period may trade in Company Securities during such special blackout period. The Compliance Officer may, following consultation with the Chief Financial Officer or Chief Executive Officer, declare such special blackout periods from time-to-time as conditions warrant. No Insider, whether or not subject to a special black out period, may disclose to any outside third party that a special blackout period has been designated.

5.3 Procedures for Approving Trades by Section 16 Individuals

No Section 16 Person or Designated Employee may trade in Company Securities until:

· the Section 16 Person or Designated Employee seeking to trade has notified the Compliance Officer in writing before at least three (3) business day[s] prior to the proposed trade(s) and the amount and nature of the proposed trade(s); and

· the Section 16 Person or Designated Employee seeking to trade has certified in writing to the Compliance Officer before [no more than three business days prior to] the proposed trade(s) that he or she is not aware of material nonpublic information concerning the Company.

If the Compliance Officer desires to complete any trades involving Company Securities, he or she must first obtain the approval of the Chief Executive Officer or the Chief Financial Officer of the Company.

The existence of the foregoing approval procedures does not in any way obligate the Compliance Officer (or, in the case of any trade by the Compliance Officer, the Chief Executive Officer or the Chief Financial Officer of the Company) to approve any trades requested by Section 16 Persons or the Compliance Officer.

All trades approved under this section must be exercised within 24 hours of the approval (the “Approval Period”). Provided, however, if the Insider comes into possession of material nonpublic information before trading, the Insider may not trade. Trades not exercised within the Approval Period require new approval from the Compliance Officer.

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6.0 EXCEPTIONS TO APPLICATION OF POLICY

6.1 Employee Benefit Plans

The trading prohibitions and restrictions set forth in this Policy do not apply to periodic contributions by the Company or employees to the Company’s stock option, employee stock purchase, and/or equity incentive plans subject to the terms and conditions of those plans. However, no officer or employee may alter his or her instructions regarding the purchase or sale of Company Securities in such plans:

· while aware of material nonpublic information;

· in the case of Section 16 Persons or Designated Employees, prior to receiving approval of the purchase or sale as described above; and

· in the case of Section 16 Persons and Designated Employees, while any applicable trading window is closed or applicable special blackout period is in effect.

Stock Option Plans. Insiders may exercise company stock options where no company stock is sold in the market. Cashless sales—e.g., “cashless sales” where company stock is sold to pay for exercising the options—are considered under this Policy to be transactions in Company Securities and must comply with the provisions of this Policy, including the applicability of any prior approval, trading window or blackout period requirements as they may apply to an Insider. No cashless sale is permitted when the insider is in possession of material, nonpublic information, except as provided below.

6.2 Rule 10b5-1 Plans

Exchange Act Rule 10b5- l was adopted by the SEC to protect persons from insider trading liability for transactions under a written trading plan previously established at a time when the insider did not possess material nonpublic information. Under a properly established 10b5-1 plan with respect to securities (a “10b5-1 Plan”), Insiders may complete transactions in Company Securities at any time, including during blackout periods and outside trading windows or even when the Insider possesses material nonpublic information. Thus a 10b5-1 Plan offers an opportunity for Insiders to establish a systematic program of transactions in Company Securities over periods of time that might include periods in which such transactions would otherwise be prohibited under the federal securities laws or this policy. A variety of arrangements can be structured to meet the requirements of Rule 10b5-1. In particular, a 10b5-1 Plan can take the form of a blind trust, other trust, pre-scheduled stock option exercises and sales, pre-arranged trading instructions and other brokerage and third-party arrangements over which the Insider has no control once the plan takes effect.

Insiders who desire to implement a 10b5-1 Plan must first obtain approval of the plan by the Compliance Officer. To be eligible for approval, the 10b5-1 Plan:

· must be established during a trading window (and not during any black out period);

· must be in writing;

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· must either irrevocably set forth the future date or dates on which purchase or sale of securities are to be made, the prices at which the securities are to be purchased or sold, the broker who will be responsible for effecting the transactions (or method of transaction if not through a broker), or provide a formula for determining the price of the securities to be purchased or sold and the date or dates on which the transactions are to be completed;

· may not permit the direct or indirect exercise of any influence over the timing or terms of the purchase or sale by the Insider; and

· may not take effect until thirty (30) days after the plan is approved by the Compliance Officer.

The Compliance Officer will maintain a copy of all 10b5-1 Plans.

The Insider must provide the Compliance Officer written notice of any termination or modification (in which case, the modification must be approved in writing by the Compliance Officer prior to effectiveness and may not take effect until thirty (30) days after the plan is approved by the Compliance Officer.

7.0 REPORTING OF VIOLATIONS

Any Insider who violates this Policy or any federal, state or SRO rule or law governing insider trading or tipping, or knows of any such violation by any other Insider, must report the violation immediately to the Compliance Officer. Upon receipt of notice of a potential violation of this Policy, the Compliance Officer:

· shall make inquiry either through the office of the General Counsel or with assistance of outside counsel, to determine whether a violation may have occurred;

· shall report the potential violation of this Policy to the Audit Committee if the Compliance Officer concludes a violation occurred or if the Compliance Officer is unable to conclude that no violation occurred; and

· upon determining that any such violation has occurred, in consultation with the Company’s Disclosure Committee and, where appropriate, the Chair of the Audit Committee of the Board, will determine whether the Company should release any material nonpublic information.

If the Compliance Officer or Board of Directors determines that a violation of the Policy occurred, they may discipline the Insider, including immediate termination. The Board of Directors may also report the violation to federal or state law enforcement agencies and/or applicable SRO.

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8.0 INQUIRIES

Please direct all inquiries regarding any of the provisions or procedures of this Policy to the Compliance Officer.

9.0 INSIDER TRADING COMPLIANCE OFFICER

The Company has designated the Company’s Chief Legal Counsel as its Insider Trading Compliance Officer. The Insider Trading Compliance Officer, in consultation with the Company’s Chief Financial Officer and/or Chief Executive Officer, will review and either approve or prohibit all proposed trades by Section 16 Persons in accordance with the procedures set forth above.

In addition to the trading approval duties described above, the duties of the Insider Trading Compliance Officer shall include the following:

administering this Policy and monitoring and enforcing compliance with all Policy provisions and procedures;

with the assistance of the Human Resources Department, overseeing the training of new and existing officers, directors, employees and others on the requirements of this Policy;

· responding to all inquiries relating to this Policy and its procedures;

· designating and announcing special trading blackout periods during which Insiders, that the Insider Trading Compliance Officer determines, may not trade in Company Securities;

· providing copies of this Policy and other appropriate materials to all current and new directors, officers, employees and such other persons whom the Insider Trading Compliance Officer determines may regularly have access to material nonpublic information concerning the Company, and assuring that human resources has collected and maintained the required certification of employee receipt of the Policy;

· administering, monitoring and enforcing compliance with all federal, state and SRO insider trading statutes, regulations and rules;

· proposing recommendations for revisions to the Policy to the board of directors as necessary to reflect changes in insider trading laws, regulations or rules of any federal or state governmental body or SRO; and

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· maintaining as Company records originals or copies of all documents required by the provisions of this Policy or the procedures set forth herein, and copies of all required SEC reports relating to insider trading.

The Insider Trading Compliance Officer may designate one or more individuals who may perform the Compliance Officer’s duties in the event that the Insider Trading Compliance Officer is unable or unavailable to perform such duties.

10.0 ADOPTIONS, REVIEWS AND REVISIONS

Adopted – March 15, 2021

Revised – July 31, 2021 with non-material modifications: Changed enumeration, replaced “John Junyong Lee,Esq.” as Insider Trading Compliance Officer to “the Company’s Chief Legal Counsel.”

Revised – August 20 2021: Modification of preamble to Section 6.1 to read: “The trading prohibitions and restrictions set forth in this Policy do not apply to periodic contributions by the Company or employees to the Company’s stock option, employee stock purchase, and/or equity incentive plans subject to the terms and conditions of those plans. However, no officer or employee may alter his or her instructions regarding the purchase or sale of Company Securities in such plans:…” (emphasis added)

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INSIDER TRADING POLICY – ADOPTED AUGUST 20 2021

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CONFIRMATION

I HEREBY ACKNOWLEDGE THAT I HAVE RECEIVED, HAVE READ, UNDERSTAND, AND SHALL COMPLY WITH THE AINOS, INC. INSIDER TRADING POLICY (Adopted August 20, 2021).

By:_____________________

Name:__________________

Date:__________________

AINOS, INC.

INSIDER TRADING POLICY – ADOPTED AUGUST 20 2021

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Cover - shares	9 Months Ended
	Sep. 30, 2021	Nov. 15, 2021
Cover [Abstract]
Entity Registrant Name	AINOS, INC.
Entity Central Index Key	0001014763
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Document Period End Date	Sep. 30, 2021
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2021
Entity Common Stock Shares Outstanding		142,442,215
Document Quarterly Report	true
Document Transition Report	false
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
Entity Interactive Data Current	Yes

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Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2021	Dec. 31, 2020
Balance Sheets
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	10,000,000	10,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	300,000,000	300,000,000
Common stock, shares issued (in shares)	142,442,215	42,066,172
Common stock, shares outstanding (in shares)	142,442,215	42,066,172

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Balance Sheets - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Assets
Cash and cash equivalents	$ 706,931	$ 22,245
Accounts receivable	44,643	0
Inventory	175	3,024
Prepaid expense and other current assets	133,065	51,144
Total current assets	884,814	76,413
Patents, net	19,011,337	180,628
Property and equipment, net	39,956	3,249
Right of Use Asset	55,724	0
Other Assets	1,795	0
Total assets	19,993,626	260,290
Current liabilities:
Accounts payable and accrued expenses	578,549	145,567
Contract liabilities	37,616	0
Convertible notes payable - related party	2,000,193	805,001
Convertible notes payable	185,000	148,000
Lease Obligation-Current	20,619	0
Total current liabilities	2,821,977	1,098,568
Non-current liabilities:
Lease Obligation-Non current	35,289	0
Total liabilities	2,857,266	1,098,568
Stockholders' equity (deficit)
Preferred stock, $0.01 par value, 10 million shares authorized, 0 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively	0	0
Common Stock, $0.01 par value, 300 million shares authorized, 142,442,215 and 42,066,172 shares outstanding at September 30, 2021 and December 31, 2020, respectively	1,424,422	420,662
Additional paid-in capital	24,369,245	4,961,315
Accumulated deficit	(8,664,145)	(6,220,255)
Translation adjustment	6,838	0
Total stockholders' equity (deficit)	17,136,360	(838,278)
Total liabilities and stockholders' equity (deficit)	$ 19,993,626	$ 260,290

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Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Statements of Operations (Unaudited)
Revenues	$ 363,052	$ 192	$ 568,164	$ 15,876
Cost of revenues	103,638	123	174,395	11,221
Gross margin	259,414	69	393,769	4,655
Operating expenses:
Research and development expenses	646,798	0	646,798	389
Selling, general and administrative expenses	795,958	321,153	2,178,969	1,001,893
Total operating expense	1,442,756	321,153	2,825,767	1,002,282
Operating loss	(1,183,342)	(321,084)	(2,431,998)	(997,627)
Non-operating income and expenses
Interest Income, net	(23,517)	(2,201)	(9,361)	(4,503)
Other Losses	(285)	0	(2,532)	0
Total Non-operating income and expenses	23,232	(2,201)	(11,893)	(4,503)
Profit before income tax	(1,160,110)	(323,285)	(2,443,891)	(1,002,130)
Less: Income tax	0	0	0	0
Net loss	$ (1,160,110)	$ (323,285)	$ (2,443,891)	$ (1,002,130)
Basic and diluted net loss per average share available to common shareholders	$ (0.10)	$ (0.01)	$ (0.03)	$ (0.02)
Weighted average common shares outstanding - basic and diluted	142,419,337	40,516,351	75,919,713	40,620,055

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Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($)	Total	Preferred Stock	Common Stock	Additional Paid-In Capital	Retained Earnings (Accumulated Deficit)	Translation Adjustment
Balance, shares at Dec. 31, 2019			40,516,351
Balance, amount at Dec. 31, 2019	$ (156,682)	$ 0	$ 405,164	$ 4,207,786	$ (4,769,632)	$ 0
Issuance of stock for compensation, amount	0	0	$ 0	0	0	0
Issuance of stock for cash, shares			400,000
Issuance of stock for cash, amount	100,000		$ 4,000	96,000	0	0
Warrant expense	10,218	0	0	10,218	0	0
Option expense	272,604	0	0	272,064	0	0
Net loss	(1,002,130)	0	0	0	(1,002,130)	0
Translation adjustment	0	0	$ 0	$ 0	0	0
Balance, shares at Sep. 30, 2020			40,916,351	1
Balance, amount at Sep. 30, 2020	(776,530)	0	$ 409,164	$ 4,586,068	(5,771,762)	0
Balance, shares at Jun. 30, 2020			40,516,351
Balance, amount at Jun. 30, 2020	(744,117)	0	$ 405,164	4,299,196	(5,448,477)	0
Issuance of stock for compensation, amount	0	0	$ 0	0	0	0
Issuance of stock for cash, shares			400,000
Issuance of stock for cash, amount	100,000	0	$ 4,000	96,000	0	0
Warrant expense	9,496	0	0	9,496	0	0
Option expense	181,376	0	0	181,376	0	0
Net loss	(323,285)	0	0	0	(323,285)	0
Translation adjustment	0	0	$ 0	$ 0	0	0
Balance, shares at Sep. 30, 2020			40,916,351	1
Balance, amount at Sep. 30, 2020	(776,530)	0	$ 409,164	$ 4,586,068	(5,771,762)	0
Balance, shares at Dec. 31, 2020			42,066,172
Balance, amount at Dec. 31, 2020	(838,278)	0	$ 420,661	4,961,315	(6,220,254)	0
Issuance of stock for compensation, amount	139,405	0	2,056	137,349	0	0
Warrant expense	10,252	0	0	10,252	0	0
Option expense	197,281	0	0	197,281	0	0
Net loss	(2,443,891)	0	0	0	(2,443,891)	0
Translation adjustment	6,838	0	$ 0	0	0	6,838
Issuance of stock for compensation, shares			205,643
Issuance of stock for Patent assets, shares			100,000,000
Issuance of stock for Patent assets, amount	20,000,000	0	$ 1,000,000	19,000,000	0	0
Issuance of stock for Option, shares			170,400
Issuance of stock for Option, amount	64,752	0	$ 1,704	63,048	0	0
Balance, shares at Sep. 30, 2021			142,442,215
Balance, amount at Sep. 30, 2021	17,136,360	0	$ 1,424,422	24,369,245	(8,664,145)	6,838
Balance, shares at Jun. 30, 2021			142,271,815
Balance, amount at Jun. 30, 2021	18,205,557	0	$ 1,422,718	24,286,875	(7,504,035)	0
Issuance of stock for compensation, amount	0	0	0	0	0	0
Warrant expense	3,417	0	0	3,417	0	0
Option expense	15,905	0	0	15,905	0	0
Net loss	(1,160,110)	0	0	0	(1,160,110)	0
Translation adjustment	6,838	0	0	0	0	6,838
Issuance of stock for Patent assets, amount	0	0	$ 0	0	0	0
Issuance of stock for Option, shares			170,400
Issuance of stock for Option, amount	64,752	0	$ 1,704	63,048	0	0
Balance, shares at Sep. 30, 2021			142,442,215
Balance, amount at Sep. 30, 2021	$ 17,136,360	$ 0	$ 1,424,422	$ 24,369,245	$ (8,664,145)	$ 6,838

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Condensed Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Condensed Statements of Cash Flows (Unaudited)
Net cash used in operating activities	$ (569,150)	$ (244,967)
Cash flows from investing activities
Investment in patents	0	(1,891)
Purchase of fixed assets	(41,581)	0
Proceeds from disposal of property, plant and equipment	36	0
Increase in refundable deposits	(1,795)	0
Net cash flows used in investing activities	(43,340)	(1,891)
Cash flows from financing activities
Advances from shareholder	0	35,000
Proceeds from private placement offering, net	0	50,000
Proceeds from exercise of share options	64,752	0
Payments of lease liabilities	(6,815)	0
Proceeds from convertible note payable -related party	1,232,192	0
Net cash used in financing activities	1,290,129	85,000
Effect of changes in exchange rates	7,046	0
Net change in cash and cash equivalents	677,639	(325,272)
Cash and cash equivalents at beginning of period	22,245	409,039
Cash and cash equivalents at end of period	706,931	83,767
Supplemental Cash Flow Information
Interest paid	9,363	4,895
Non-Cash Transactions
Stock issued for acquisition of patents	20,000,000	0
Stock issued for compensation, warrant and option expense	346,938	0
Stock issued for advances from investors	0	100,000
ROU Leased assets	62,723	0
Lease obligation	$ 62,723	$ 0

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Organization and Business

9 Months Ended

Sep. 30, 2021

Organization and Business

1. Organization and Business

1. Organization and Business. Ainos, Inc., formerly known as Amarillo Biosciences, Inc. (the “Company”) is a diversified healthcare company engaged in the research and development and sales and marketing of pharmaceutical and biotech products. The Company is a Texas corporation incorporated in 1984. The Company currently has offices in the United States and Taiwan. The Company operates a branch office in Taiwan registered as AINOS, INC. TAIWAN BRANCH.

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General

9 Months Ended

Sep. 30, 2021

General

2. General

2.

The Company is engaged in developing biologics for the treatment of human and animal diseases. Our current focus is research aimed at the treatment of human disease indications, including Sjögren’s syndrome, thrombocytopenia, and other indications using interferon (IFN) alpha that is administered in a proprietary low-dose non-injectable form. In addition to our core technology, we are working to expand our current focus into a diversified healthcare business portfolio in order to generate new revenue streams. We own patents with claims that encompass method of use or treatment, and/or composition of matter and manufacturing as well as design utility and/or invention. Of twelve issued patents, four patents are related to the low-dose oral delivery of interferon, three patents are associated with treatment of metabolic disorders, and five patents related to the development and manufacturing of point-of-care testing rapid test kit products that include diagnostics for COVID-19 (SARS CoV2 Antigen Rapid Test), pneumonia, vaginal infection and helicobacter pylori (H. pylori) bacterial infection.

We primarily operate three business units: the Pharmaceutical, Medical Devices and Preventive Medicine Divisions. Our Pharmaceutical Division is focused on low-dose, orally administered lozenges containing the natural immune system activator interferon-alpha as a treatment for a variety of disease indications. We own a proprietary library of over thirty years of scientific and clinical data on the human and animal applications of low-dose oral interferon. Our Medical Device Division is dedicated to developing a novel insulin pump and further development of point-of-care rapid test kits for the detection and diagnosis of human infections. Our Preventative Medicine Division, which has been restructured from our former Consumer Product Division, is focused on SRNA-based therapeutics.

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Basis of Presentation

9 Months Ended

Sep. 30, 2021

Organization and Business

3. Basis of Presentation

3. Basis of presentation. The accompanying consolidated financial statements, which should be read in conjunction with the audited financial statements and footnotes included in the Company's Form 10-K for the year ended December 31, 2020, as filed with the Securities and Exchange Commission on March 30, 2021 attached hereto as Exhibit 13 and which is incorporated by this reference, have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three months and nine months ended September 30, 2021, are not necessarily indicative of the results that may be expected for the full year ending December 31, 2021.

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Financial Condition

9 Months Ended

Sep. 30, 2021

Financial Condition

4. Financial Condition

4. Financial Condition. These financial statements have been prepared in accordance with United States generally accepted accounting principles, assuming that the Company will continue as a going concern. The accompanying financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

While the Company has recurring losses and generated negative cash flows from operations, the Company has taken initiatives to improve its management capacity and business operations. Such initiatives include the procurement of innovative diagnostic technologies and securing a strategic investor, as a result of the closing of a securities purchase agreement with Ainos, Inc. a Cayman Island corporation (“Ainos KY”) on April 15, 2021 (the “Ainos KY Transaction”). Details of the Ainos Transaction were disclosed in the Company’s Form 10-Q filing for the second quarter of 2021.

After closing the Ainos KY Transaction, the Company engaged additional management resources including Mr. Chun-Hsien Tsai as Chairman and CEO, Ms. Hui-Lan (Celia) Wu as CFO and Mr. Chih-Heng (Jack Lu) as Head of Corporate Development, retained key management and legal staff, and implemented new business initiatives. On June 14, 2021, the Company became the master sales and marketing agent for the Ainos SARS-Cov-2 Antigen Rapid Test Kit (“Ainos Covid-19 Test Kit”) which has generated $568,164 in sales thus far in 2021.

As of September 30, 2021, the Company’s financial improvement includes the following:

Total stockholder’s equity increased to $17,136,360 as of September 30, 2021 compared to a negative total shareholder’s equity of $838,278 as of December 2021.

Cash and cash equivalents increased to $706,931 as of September 30, 2021 compared to $22,245 at December 31, 2020. This is attributable to increased revenues from sales of our Ainos Covid-19 Test Kit in Taiwan and operational loans made to the Company by Ainos KY. The Company’s revenues increased to $568,164 during this reporting period compared to $15,876 as of third quarter of 2020.

The Company anticipates business revenues and potential additional financial support from Ainos KY and other entities to fund the Company’s operations over the next twelve months. The Company may raise additional capital through the issuance of equity securities, debt financings or other sources in order 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.

There can be no assurance that capital will be available as necessary to meet the Company's working capital requirements or, if the capital is available, that it will be on terms acceptable to the Company. Any issuances of additional equity securities by the Company may result in dilution in the equity interests of its current stockholders. Obtaining commercial loans will increase the Company's liabilities and future cash commitments to the extent such loans would be available. While management believes in its strategic plans, management cannot be certain that projected financial results can be achieved.

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Common Stock

9 Months Ended

Sep. 30, 2021

Common Stock

5. Common Stock

5.   Common Stock. As of September 30, 2021 there was an increase of $1,003,760 in par value common stock primarily as a result of the Ainos KY Transaction.

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Convertible Notes Payable and Other Related Party Notes Payable

9 Months Ended

Sep. 30, 2021

Convertible Notes Payable and Other Related Party Notes Payable

6. Convertible Notes Payable and Other Related Party Notes Payable

6. Convertible Notes Payable and Other Related Party Notes Payable. As of September 30, 2021 and December 31, 2020, the amount of convertible and non-convertible debt principal was $2,185,953 and $953,001, respectively. The details of the convertible and other non-convertible promissory notes payable are shown in the table below.

			Annual Interest Rate				Unpaid Principal Balance
No#	Effective Date	Due Date	From Effective	Following Maturity	Payee	Issuing Purpose	Sep 30, 2021	Dec 31, 2020
Payee: Dr. Stephen T. Chen, resigned as Chairman of the Board, President, and Board director April 15, 2021
#1.16	2016/01/30	Payable on demand	0.75%	NA	Stephen Chen	working capital	114,026	114,026
#2.16	2016/03/18	Payable on demand	0.65%	NA	Stephen Chen	working capital	262,500	262,500
#3.19	2019/09/01	2020/09/01	1.85%	10%	Stephen Chen	salary	39,392	39,620
#4.19	2019/12/01	2020/12/31	1.61%	10%	Stephen Chen	working capital	14,879	14,879
#6.20	2020/01/01	2021/01/01	1.85%	10%	Stephen Chen	salary	216,600	216,600
#7.20	2020/01/01	2021/01/02	1.60%	10%	Stephen Chen	working capital	23,366	23,366
#9.20	2020/01/01	2021/04/14	0.13%	10%	Stephen Chen	working capital	279,405	134,010
#10.21	2021/01/01	2021/04/01	1.85%	10%	Stephen Chen	salary	59,025
#11.21	2021/04/01	2021/05/01	1.85%	10%	Stephen Chen	salary	10,000
							1,019,193	805,001
Payee: Ainos KY, an affiliated company
#12.21	2021/04/27	2021/10/27	1.85%	NA	Ainos KY	working capital	15,000
#13.21	2021/05/05	2021/11/05	1.85%	NA	Ainos KY	working capital	20,000
#14.21	2021/05/25	2021/11/25	1.85%	NA	Ainos KY	working capital	30,000
#15.21	2021/05/28	2021/11/28	1.85%	NA	Ainos KY	working capital	35,000
#16.21	2021/06/09	2021/12/09	1.85%	NA	Ainos KY	working capital	300,000
#17.21	2021/06/21	2021/12/21	1.85%	NA	Ainos KY	working capital	107,000
#18.21	2021/07/02	2022/01/02	1.85%	NA	Ainos KY	working capital	54,000
#19.21	2021/09/01	2021/03/01	1.85%	NA	Ainos KY	working capital	120,000
#20.21	2021/09/28	2021/03/28	1.85%	NA	Ainos KY	working capital	300,000
							981,000	0
			Convertible and other notes payable- related parties				2,000,193	805,001
Payee: i2China Management Group LLC, a management consultant
#5.19	2019/09/01	2020/09/01	1.85%	10%	i2China	consulting fee	16,000	16,000
#8a.20	2020/01/01	2021/01/01	1.85%	10%	i2China	consulting fee	48,000	48,000
#8b.20	Retroactive from 2020/01/01	2021/01/01	1.85%	10%	i2China	consulting fee	84,000	84,000
#11.21	2021/01/01	2021/04/01	1.85%	10%	i2China	consulting fee	37,000
			Convertible and other notes payable				185,000	148,000
			Total Convertible and other notes payable				2,185,193	953,001

All of the aforementioned convertible and non-convertible promissory notes are unsecured and due on demand. All shares issued upon conversion are restricted and subject to Rule 144 promulgated under the U.S. Securities Act of 1933 (the “Securities Act”); subject to any exemptions or exclusions under the Act. The Company may prepay the notes in whole or in part at any time without penalty.

The promissory notes due to Dr. Stephen T. Chen and Ainos KY are related party notes.

i2China Management Group, LLC (“i2China”) and Dr. Stephen T. Chen (together the “Payees”), have both agreed to waive any and all rights pertaining to the conditional term “Annual Interest Rate on Matured, Unpaid Amounts: 10% per annum, compounded annually of Convertible Notes” in regards to interest charged on any unpaid amounts following maturity for all of their respective notes. The Company and the Payees agree that the originally agreed annual interest rate will continue to be valid for any unpaid amounts after maturity. The amended terms of the above convertible notes were made during 2021 Q3 on September 1, 2021. The waived interest amount was $45,875.

				Unpaid	Interest Rate		Interest amount			Interest
No#	Date	Payee	Description	Principal Amount	Original	after Maturity	Original rate	10%	Total	after Maturity	Interest Waived
#1.16	1/30/2016	Stephen	working capital	114,026	0.75%	NA	5,624	0	5,624	5,624	0
#2.16	3/18/2016	Stephen	working capital	262,500	0.65%	NA	9,447	0	9,447	9,447	0
#3.19	9/1/2019(DS)	Stephen	salary	39,392	1.85%	10%	714	4,340	5,054	1,518	3,536
#4.19	12/1/2019(DE)	Stephen	working capital	14,879	1.61%	10%	257	1,132	1,389	439	950
#6.20	1/1/2020(DS)	Stephen	salary	216,600	1.85%	10%	2,179	16,363	18,543	5,206	13,336
#7.20	1/1/2020(DE)	Stephen	working capital	23,366	1.60%	10%	72	1,753	1,825	352	1,473
#9.20	11/2020 (Open)	Stephen	working capital	279,405	0.13%	10%	81	12,864	12,945	248	12,697
#10.21	1/1/2021(DS)	Stephen	salary	59,025	1.85%	10%	178	2,968	3,146	725	2,421
#11.21	4/1/2021(DS)	Stephen	salary	10,000	1.85%	10%	15	420	435	93	342
				1,019,193	1.85%	10%	18,566	39,841	58,407	23,653	34,754
#5.19	9/1/2019	i2China	consulting fee	16,000	1.85%	10%	253	1,759	2,012	579	1,433
#8a.20	1/1/2020	i2China	consulting fee	48,000	1.85%	10%	483	3,626	4,109	1,154	2,955
#8b.20	1/1/2020	i2China	retroactive increase	84,000	1.85%	10%	1,554	6,399	7,953	2,738	5,215
#11.21	1/1/2021(DS)	i2China	consulting fee	37,000	1.85%	10%	107	1,860	1,967	450	1,517
				185,000			2,397	13,645	16,041	4,920	11,121
TOTAL ACCRUED				1,204,193			20,963	53,485	74,448	28,573	45,875

The accrued interest amount was $31,983 and $18,691 as of September 30, 2021 and December 31, 2020, respectively.

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Other Related Party Transactions

9 Months Ended

Sep. 30, 2021

Other Related Party Transactions

7. Other Related Party Transactions

7. Related Party Transactions

The following is a list of related parties who have undertaken transactions with the Company during this reporting period:

Name of the related party	Relationship	Description
Taiwan Carbon Nano Technology Corporation (TCNT)	Affiliated company
Ainos, Inc. (Cayman Island) ( Ainos KY)	Affiliated company
ASE Technology Holding	Affiliated company	Parent company of ASE Test Inc. which is Ainos KY's board member and with more than 10% of the voting rights
i2 China Management Group LLC (i2 China)	Affiliated company	Sole member owner is Lawrence Lin, EVP Operations effective August 1, 2021
Dr. Stephen T. Chen	Principal owner	Shareholder with more than 5% of Company voting rights, Ainos' former Chairman, President, CEO and CFO
Chun-Hsien Tsai	Board of Director, Executive Officer and Immediate Family	Chairman of BOD, President, CEO and spouse of Ting-Chuan Lee
Ting-Chuan Lee	Board of Director and Immediate Family	Spouse of Chun Hsien Tsai
Hui-Lan Wu	Executive Officer	CFO
Lawrence Lin	Key management	EVP Operations effective August 1, 2021
Chih-Heng Lu	Key management	Director of Corporate Development and Corporate Secretary
John Junyong Lee	Key management	Chief Legal Counsel and Corporate Secretary rewarded by fixed monthly fee and performance bonus effective September 1,2021 Chief Legal Counsel and Corporate Secretary
Chien-Hsuan Huang	Immediate Family of Director	Spouse of Wen-Han Chang
Bernard Cohen	Former CFO	Resigned on April 5, 2021

Below is a summary of the significant related party transactions entered into by the Company over the first nine months of 2021:

Financial support

	Convertible Note				Related Interest Expense
	Nine months ended September 30, 2021		As of September 30, 2021		Nine months ended September 30, 2021		As of September 30, 2021
Ainos KY		981,000		981,000		3,410		3,410
i2China		37,000		185,000		2,087		4,920
Dr. Stephen T. Chen		15,272		1,019,193		5,936		23,653
		1,033,272		2,185,193		11,433		31,983

i2China became an affiliate of the Company as of August 1, 2021. From August 1, 2021 to September 30, 2021, interest payable to i2China amounted to $496.

Other transactions

- Inventory purchases from TCNT totaling $173,657.

- Product co-development agreement with TCNT resulting in $117,386 in costs and $122,680 in accounts payable.

- Sale of products to ASE Technology Holding totaling $185,376.

- Three-year office space was leased from a related party resulting in ROU Asset totaling $55,728 and Lease Obligations totaling $55,908. The Company makes monthly lease payments of $1,785.

- Product development consulting fee of $7,215 payable to Huang Chien-Hsuan, of which $6,671 remains outstanding and payable.

- Product development consulting fee of $7,215 payable to Huang Chien-Hsuan, of which $6,671 remains outstanding and payable.

-  On August 1, 2021, the Company entered into a five-year product development agreement with TCNT. Pursuant to the agreement both parties will endeavor to develop pharmaceutical, medical and preventive medicine related products.  Under the agreement the Company is designated as the exclusive sales agent of the resulting products.  The agreement also provides for the Company to bear the expenses of product development and for TCNT to contribute personnel and facilities. Both parties shall each jointly own an equal proportion of the intellectual property rights arising from the product co-development cooperation. As a result, the Company incurred $117,386 in product co-development expenses and $122,680 in accounts payable during the reporting period.

- The Company issued common stock as partial compensation to Dr. Stephen T. Chen and Bernard Cohen as follows:

		Shares		Par Value		Paid in Excess of Par		Total amount		Price per share
06/30/2021	Bernard Cohen		5,876		58.76		3,107.89		3,166.65		0.5389
06/30/2021	Dr. Stephen T. Chen		53,419		534.19		32,799.14		33,333.33		0.6240
			59,295		593		35,907		36,500

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Subsequent Events

9 Months Ended

Sep. 30, 2021

Subsequent Events

8. Subsequent Events

8. Subsequent Events.

The Company engaged PricewaterhouseCoopers, Taiwan (“PWC”) as independent accountants of Ainos Inc. Taiwan Branch under an engagement agreement dated October 4, 2021 (“Audit Engagement”). The Audit Engagement covers audit services for the years ending December 31, 2021 and 2022 and PWC will issue interfirm audit reports for group reporting purposes to the Company’s group audit firm, PWR CPA, LLP. Additionally, the Company engaged PWC under separate agreements dated October 4, 2021 for PWC to render advisory services in connection to the Company’s internal controls over financial reporting as required under section 404 of the Sarbanes-Oxley Act (“SOX Engagement”) and in respect to compliance with Taiwan corporate income tax requirements for the tax years ending December 31, 2021 and 2022 (“Taiwan Tax Engagement”).

On October 6, 2021, the Company board of directors approved and adopted the following resolutions:

· Effective August 30, 2021, the Board appointed Hsiu-Chen Chiu and Wen-Han Chang to serve on the Compensation Committee;

· Effective August 30, 2021, the Board appointed Yao-Chung Chiang, Wen-Han Chang and Hsiu-Chen Chiu to serve on the Audit Committee;

· Board approval of the Company’s 2021 Employee Stock Purchase Plan, 2021 Stock Incentive Plan, and 2021 Director Compensation Policy and, if required, shall submit the same for formal adoption by a vote of the Company’s shareholders

· Board approval of the Company’s Related Transaction Policy, Hedging Policy, and the Diversity Policy of the Board; and

· Board approval of the Company’s engagement agreements dated October 4, 2021 with PricewaterhouseCoopers, Taiwan (“PWC”)

On November 1, 2021, the Company engaged its former President and CEO, Dr. Stephen T. Chen, as a consultant to assist with its pharmaceutical division. The Company agrees to pay Dr. Chen 50,000 New Taiwan Dollars (NTD) per month for a period of one year for his services. With over 30 years of pharmaceutical professional experience, we expect Dr. Chen to provide technical assistance on our pharmaceutical development initiatives, analyze results from second phase interferon studies for Thrombocytopenia, and contribute to the protocol design of the third phase of interferon development focused on Sjögren’s syndrome. Lastly, we expect that Dr. Chen will provide assistance for our mass commercial production of low-dose interferon products.

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Convertible Notes Payable and Other Related Party Notes Payable (Tables)

9 Months Ended

Sep. 30, 2021

Convertible Notes Payable and Other Related Party Notes Payable (Tables)

Convertible Debt

			Annual Interest Rate				Unpaid Principal Balance
No#	Effective Date	Due Date	From Effective	Following Maturity	Payee	Issuing Purpose	Sep 30, 2021	Dec 31, 2020
Payee: Dr. Stephen T. Chen, resigned as Chairman of the Board, President, and Board director April 15, 2021
#1.16	2016/01/30	Payable on demand	0.75%	NA	Stephen Chen	working capital	114,026	114,026
#2.16	2016/03/18	Payable on demand	0.65%	NA	Stephen Chen	working capital	262,500	262,500
#3.19	2019/09/01	2020/09/01	1.85%	10%	Stephen Chen	salary	39,392	39,620
#4.19	2019/12/01	2020/12/31	1.61%	10%	Stephen Chen	working capital	14,879	14,879
#6.20	2020/01/01	2021/01/01	1.85%	10%	Stephen Chen	salary	216,600	216,600
#7.20	2020/01/01	2021/01/02	1.60%	10%	Stephen Chen	working capital	23,366	23,366
#9.20	2020/01/01	2021/04/14	0.13%	10%	Stephen Chen	working capital	279,405	134,010
#10.21	2021/01/01	2021/04/01	1.85%	10%	Stephen Chen	salary	59,025
#11.21	2021/04/01	2021/05/01	1.85%	10%	Stephen Chen	salary	10,000
							1,019,193	805,001
Payee: Ainos KY, an affiliated company
#12.21	2021/04/27	2021/10/27	1.85%	NA	Ainos KY	working capital	15,000
#13.21	2021/05/05	2021/11/05	1.85%	NA	Ainos KY	working capital	20,000
#14.21	2021/05/25	2021/11/25	1.85%	NA	Ainos KY	working capital	30,000
#15.21	2021/05/28	2021/11/28	1.85%	NA	Ainos KY	working capital	35,000
#16.21	2021/06/09	2021/12/09	1.85%	NA	Ainos KY	working capital	300,000
#17.21	2021/06/21	2021/12/21	1.85%	NA	Ainos KY	working capital	107,000
#18.21	2021/07/02	2022/01/02	1.85%	NA	Ainos KY	working capital	54,000
#19.21	2021/09/01	2021/03/01	1.85%	NA	Ainos KY	working capital	120,000
#20.21	2021/09/28	2021/03/28	1.85%	NA	Ainos KY	working capital	300,000
							981,000	0
			Convertible and other notes payable- related parties				2,000,193	805,001
Payee: i2China Management Group LLC, a management consultant
#5.19	2019/09/01	2020/09/01	1.85%	10%	i2China	consulting fee	16,000	16,000
#8a.20	2020/01/01	2021/01/01	1.85%	10%	i2China	consulting fee	48,000	48,000
#8b.20	Retroactive from 2020/01/01	2021/01/01	1.85%	10%	i2China	consulting fee	84,000	84,000
#11.21	2021/01/01	2021/04/01	1.85%	10%	i2China	consulting fee	37,000
			Convertible and other notes payable				185,000	148,000
			Total Convertible and other notes payable				2,185,193	953,001

				Unpaid	Interest Rate		Interest amount			Interest
No#	Date	Payee	Description	Principal Amount	Original	after Maturity	Original rate	10%	Total	after Maturity	Interest Waived
#1.16	1/30/2016	Stephen	working capital	114,026	0.75%	NA	5,624	0	5,624	5,624	0
#2.16	3/18/2016	Stephen	working capital	262,500	0.65%	NA	9,447	0	9,447	9,447	0
#3.19	9/1/2019(DS)	Stephen	salary	39,392	1.85%	10%	714	4,340	5,054	1,518	3,536
#4.19	12/1/2019(DE)	Stephen	working capital	14,879	1.61%	10%	257	1,132	1,389	439	950
#6.20	1/1/2020(DS)	Stephen	salary	216,600	1.85%	10%	2,179	16,363	18,543	5,206	13,336
#7.20	1/1/2020(DE)	Stephen	working capital	23,366	1.60%	10%	72	1,753	1,825	352	1,473
#9.20	11/2020 (Open)	Stephen	working capital	279,405	0.13%	10%	81	12,864	12,945	248	12,697
#10.21	1/1/2021(DS)	Stephen	salary	59,025	1.85%	10%	178	2,968	3,146	725	2,421
#11.21	4/1/2021(DS)	Stephen	salary	10,000	1.85%	10%	15	420	435	93	342
				1,019,193	1.85%	10%	18,566	39,841	58,407	23,653	34,754
#5.19	9/1/2019	i2China	consulting fee	16,000	1.85%	10%	253	1,759	2,012	579	1,433
#8a.20	1/1/2020	i2China	consulting fee	48,000	1.85%	10%	483	3,626	4,109	1,154	2,955
#8b.20	1/1/2020	i2China	retroactive increase	84,000	1.85%	10%	1,554	6,399	7,953	2,738	5,215
#11.21	1/1/2021(DS)	i2China	consulting fee	37,000	1.85%	10%	107	1,860	1,967	450	1,517
				185,000			2,397	13,645	16,041	4,920	11,121
TOTAL ACCRUED				1,204,193			20,963	53,485	74,448	28,573	45,875

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Related Party Transactions (Tables)

9 Months Ended

Sep. 30, 2021

Other Related Party Transactions

Schedule of list of related parties

Name of the related party	Relationship	Description
Taiwan Carbon Nano Technology Corporation (TCNT)	Affiliated company
Ainos, Inc. (Cayman Island) ( Ainos KY)	Affiliated company
ASE Technology Holding	Affiliated company	Parent company of ASE Test Inc. which is Ainos KY's board member and with more than 10% of the voting rights
i2 China Management Group LLC (i2 China)	Affiliated company	Sole member owner is Lawrence Lin, EVP Operations effective August 1, 2021
Dr. Stephen T. Chen	Principal owner	Shareholder with more than 5% of Company voting rights, Ainos' former Chairman, President, CEO and CFO
Chun-Hsien Tsai	Board of Director, Executive Officer and Immediate Family	Chairman of BOD, President, CEO and spouse of Ting-Chuan Lee
Ting-Chuan Lee	Board of Director and Immediate Family	Spouse of Chun Hsien Tsai
Hui-Lan Wu	Executive Officer	CFO
Lawrence Lin	Key management	EVP Operations effective August 1, 2021
Chih-Heng Lu	Key management	Director of Corporate Development and Corporate Secretary
John Junyong Lee	Key management	Chief Legal Counsel and Corporate Secretary rewarded by fixed monthly fee and performance bonus effective September 1,2021 Chief Legal Counsel and Corporate Secretary
Chien-Hsuan Huang	Immediate Family of Director	Spouse of Wen-Han Chang
Bernard Cohen	Former CFO	Resigned on April 5, 2021

schedule of financial support list

	Convertible Note				Related Interest Expense
	Nine months ended September 30, 2021		As of September 30, 2021		Nine months ended September 30, 2021		As of September 30, 2021
Ainos KY		981,000		981,000		3,410		3,410
i2China		37,000		185,000		2,087		4,920
Dr. Stephen T. Chen		15,272		1,019,193		5,936		23,653
		1,033,272		2,185,193		11,433		31,983

		Shares		Par Value		Paid in Excess of Par		Total amount		Price per share
06/30/2021	Bernard Cohen		5,876		58.76		3,107.89		3,166.65		0.5389
06/30/2021	Dr. Stephen T. Chen		53,419		534.19		32,799.14		33,333.33		0.6240
			59,295		593		35,907		36,500

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Financial Condition (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Jun. 30, 2021	Dec. 31, 2020	Jun. 30, 2020	Dec. 31, 2019
Total stockholders' equity (deficit)	$ 17,136,360	$ (776,530)	$ 17,136,360	$ (776,530)	$ 18,205,557	$ (838,278)	$ (744,117)	$ (156,682)
Revenues	363,052	$ 192	568,164	15,876
Securities Purchase Agreements [Member]
Cash and cash equivalents	706,931		706,931			22,245
Total stockholders' equity (deficit)	$ 17,136,360		17,136,360			$ 838,278
Revenues			$ 568,164	$ 15,786

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Common Stock (Details Narrative)	Sep. 30, 2021 USD ($)
Stockholders' equity (deficit)
Shares increase value	$ 1,003,760

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Convertible Notes Payable and Oayable (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Dr. Stephen T. Chen [Member]
Due Date	2021/04/01
Annual interest rate, From effective	1.85%
Effective Date	2021/01/01
Unpaid principal balance	$ 1,019,193	$ 805,001
Annual interest rate, Following maturity	10.00%
Dr. Stephen T. Chen [Member] | 2.16 [Member]
Due Date	Payable on demand
Annual interest rate, From effective	0.65%
Effective Date	2016/03/18
Unpaid principal balance	$ 262,500	262,500
Dr. Stephen T. Chen [Member] | 1.16 [Member]
Due Date	Payable on demand
Annual interest rate, From effective	0.75%
Effective Date	2016/01/30
Unpaid principal balance	$ 114,026	114,026
Dr. Stephen T. Chen [Member] | 3.19 [Member]
Due Date	2020/09/01
Annual interest rate, From effective	1.85%
Effective Date	2019/09/01
Unpaid principal balance	$ 39,392	39,620
Annual interest rate, Following maturity	10.00%
Dr. Stephen T. Chen [Member] | 4.19 [Member]
Due Date	2020/12/31
Annual interest rate, From effective	1.61%
Effective Date	2019/12/01
Unpaid principal balance	$ 14,879	14,879
Annual interest rate, Following maturity	10.00%
Dr. Stephen T. Chen [Member] | 6.20 [Member]
Due Date	2021/01/
Annual interest rate, From effective	1.85%
Effective Date	2020/01/01
Unpaid principal balance	$ 216,600	216,600
Annual interest rate, Following maturity	10.00%
Dr. Stephen T. Chen [Member] | 7.20 [Member]
Due Date	2021/01/02
Annual interest rate, From effective	1.60%
Effective Date	2020/01/01
Unpaid principal balance	$ 23,366	23,366
Annual interest rate, Following maturity	10.00%
Dr. Stephen T. Chen [Member] | 9.20 [Member]
Due Date	2021/04/14
Annual interest rate, From effective	0.13%
Effective Date	2020/01/01
Unpaid principal balance	$ 279,405	134,010
Annual interest rate, Following maturity	10.00%
Dr. Stephen T. Chen [Member] | 11.21 [Member]
Due Date	2021/05/01
Annual interest rate, From effective	1.85%
Effective Date	2021/04/01
Unpaid principal balance	$ 10,000
Annual interest rate, Following maturity	10.00%
Dr. Stephen T. Chen [Member] | 10.21 [Member]
Due Date	2021/04/01
Annual interest rate, From effective	1.85%
Effective Date	2021/01/01
Unpaid principal balance	$ 59,025
Annual interest rate, Following maturity	10.00%
Ainos KY [Member] | 12.21 [Member]
Due Date	2021/10/27
Annual interest rate, From effective	1.85%
Effective Date	2021/04/27
Unpaid principal balance	$ 15,000
Ainos KY [Member] | 13.21 [Member]
Due Date	2021/11/05
Annual interest rate, From effective	1.85%
Effective Date	2021/05/05
Unpaid principal balance	$ 20,000
Ainos KY [Member] | Total [Member]
Unpaid principal balance	981,000
Convertible and other notes payable- related parties	$ 2,000,193	805,001
Ainos KY [Member] | 14.21 [Member]
Due Date	2021/11/25
Annual interest rate, From effective	1.85%
Effective Date	2021/05/25
Unpaid principal balance	$ 30,000
Ainos KY [Member] | 15.21 [Member]
Due Date	2021/11/28
Annual interest rate, From effective	1.85%
Effective Date	2021/05/28
Unpaid principal balance	$ 35,000
Ainos KY [Member] | 16.21 [Member]
Due Date	2021/12/09
Annual interest rate, From effective	1.85%
Effective Date	2021/06/09
Unpaid principal balance	$ 300,000
Ainos KY [Member] | 17.21 [Member]
Due Date	2021/12/21
Annual interest rate, From effective	1.85%
Effective Date	2021/06/21
Unpaid principal balance	$ 107,000
Ainos KY [Member] | 18.21 [Member]
Due Date	2022/01/02
Annual interest rate, From effective	1.85%
Effective Date	2021/07/02
Unpaid principal balance	$ 54,000
Ainos KY [Member] | 19.21 [Member]
Due Date	2021/03/01
Annual interest rate, From effective	1.85%
Effective Date	2021/09/01
Unpaid principal balance	$ 120,000
Ainos KY [Member] | 20.21 [Member]
Due Date	2021/03/28
Annual interest rate, From effective	1.85%
Effective Date	2021/09/28
Unpaid principal balance	$ 300,000
i2China Management Group LLC [Member] | 11.21 [Member]
Due Date	2021/04/01
Annual interest rate, From effective	1.85%
Effective Date	2021/01/01
Unpaid principal balance	$ 37,000
Annual interest rate, Following maturity	10.00%
i2China Management Group LLC [Member] | 5.19 [Member]
Due Date	2020/09/01
Annual interest rate, From effective	1.85%
Effective Date	2019/09/01
Unpaid principal balance	$ 16,000	16,000
Annual interest rate, Following maturity	10.00%
i2China Management Group LLC [Member] | Total [Member]
Unpaid principal balance	$ 185,000	148,000
Convertible and other notes payable- related parties	$ 2,185,193	953,001
i2China Management Group LLC [Member] | 8b.20 [Member]
Due Date	2021/01/01
Annual interest rate, From effective	1.85%
Effective Date	Retroactive from 2020/01/01
Unpaid principal balance	$ 84,000	84,000
Annual interest rate, Following maturity	10.00%
i2China Management Group LLC [Member] | 8a.20 [Member]
Due Date	2021/01/01
Annual interest rate, From effective	1.85%
Effective Date	2020/01/01
Unpaid principal balance	$ 48,000	$ 48,000
Annual interest rate, Following maturity	10.00%

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Convertible Notes Payable and Oayable (Details 1) - USD ($)	9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Interest amount total	$ 9,363	$ 4,895
Dr. Stephen T. Chen [Member]
Unpaid principal balance	$ 1,019,193		$ 805,001
Date	3/18/2016
Interest rate original	1.85%
Interest amount original rate	$ 18,566
Interest amount 10%	39,841
Interest amount total	58,407
Interest after Maturity	23,653
Interest waived	$ 34,754
Interest rate after maturity	10.00%
Dr. Stephen T. Chen [Member] | 2.16 [Member]
Unpaid principal balance	$ 262,500		262,500
Date	3/18/2016
Interest rate original	0.65%
Interest amount original rate	$ 9,447
Interest amount 10%	0
Interest amount total	9,447
Interest after Maturity	9,447
Interest waived	0
Dr. Stephen T. Chen [Member] | 1.16 [Member]
Unpaid principal balance	$ 114,026		114,026
Date	1/30/2016
Interest rate original	0.75%
Interest amount original rate	$ 5,624
Interest amount 10%	0
Interest amount total	5,624
Interest after Maturity	5,624
Interest waived	0
Dr. Stephen T. Chen [Member] | 3.19 [Member]
Unpaid principal balance	$ 39,392		39,620
Date	9/1/2019(DS
Interest rate original	1.85%
Interest amount original rate	$ 714
Interest amount 10%	4,340
Interest amount total	5,054
Interest after Maturity	1,518
Interest waived	$ 3,536
Interest rate after maturity	10.00%
Dr. Stephen T. Chen [Member] | 4.19 [Member]
Unpaid principal balance	$ 14,879		14,879
Date	12/1/2019(DE)
Interest rate original	1.61%
Interest amount original rate	$ 257
Interest amount 10%	1,132
Interest amount total	1,389
Interest after Maturity	439
Interest waived	$ 950
Interest rate after maturity	10.00%
Dr. Stephen T. Chen [Member] | 6.20 [Member]
Unpaid principal balance	$ 216,600		216,600
Date	1/1/2020(DS)
Interest rate original	1.85%
Interest amount original rate	$ 2,179
Interest amount 10%	16,363
Interest amount total	18,543
Interest after Maturity	5,206
Interest waived	$ 13,336
Interest rate after maturity	10.00%
Dr. Stephen T. Chen [Member] | 7.20 [Member]
Unpaid principal balance	$ 23,366		23,366
Date	1/1/2020(DE)
Interest rate original	1.60%
Interest amount original rate	$ 1,753
Interest amount 10%	72
Interest amount total	1,825
Interest after Maturity	352
Interest waived	$ 1,473
Interest rate after maturity	10.00%
Dr. Stephen T. Chen [Member] | 9.20 [Member]
Unpaid principal balance	$ 279,405		134,010
Date	11/2020 (Open)
Interest rate original	0.13%
Interest amount original rate	$ 81
Interest amount 10%	12,864
Interest amount total	12,945
Interest after Maturity	248
Interest waived	$ 12,697
Interest rate after maturity	10.00%
Dr. Stephen T. Chen [Member] | 11.21 [Member]
Unpaid principal balance	$ 10,000
Date	4/1/2021(DS)
Interest rate original	0.65%
Interest amount original rate	$ 15
Interest amount 10%	420
Interest amount total	435
Interest after Maturity	93
Interest waived	$ 342
Interest rate after maturity	10.00%
Dr. Stephen T. Chen [Member] | 10.21 [Member]
Unpaid principal balance	$ 59,025
Date	1/1/2021(DS)
Interest rate original	1.85%
Interest amount original rate	$ 178
Interest amount 10%	2,968
Interest amount total	3,146
Interest after Maturity	725
Interest waived	$ 2,421
Interest rate after maturity	10.00%
i2China Management Group LLC [Member] | 11.21 [Member]
Unpaid principal balance	$ 37,000
Date	3/18/2016
Interest rate original	1.85%
Interest amount original rate	$ 107
Interest amount 10%	1,860
Interest amount total	1,967
Interest after Maturity	450
Interest waived	$ 1,517
Interest rate after maturity	10.00%
i2China Management Group LLC [Member] | 5.19 [Member]
Unpaid principal balance	$ 16,000		16,000
Date	9/1/2019
Interest rate original	1.85%
Interest amount original rate	$ 253
Interest amount 10%	1,759
Interest amount total	2,012
Interest after Maturity	579
Interest waived	$ 1,433
Interest rate after maturity	10.00%
i2China Management Group LLC [Member] | Total [Member]
Unpaid principal balance	$ 185,000		148,000
Date	3/18/2016
Interest amount original rate	$ 2,397
Interest amount 10%	13,645
Interest amount total	16,041
Interest after Maturity	4,920
Interest waived	11,121
i2China Management Group LLC [Member] | 8b.20 [Member]
Unpaid principal balance	$ 84,000		84,000
Date	1/1/2020
Interest rate original	1.85%
Interest amount original rate	$ 1,554
Interest amount 10%	6,399
Interest amount total	7,953
Interest after Maturity	2,738
Interest waived	$ 5,215
Interest rate after maturity	10.00%
i2China Management Group LLC [Member] | 8a.20 [Member]
Unpaid principal balance	$ 48,000		$ 48,000
Date	1/1/2020
Interest rate original	1.85%
Interest amount original rate	$ 483
Interest amount 10%	3,626
Interest amount total	4,109
Interest after Maturity	1,154
Interest waived	$ 2,955
Interest rate after maturity	10.00%

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Convertible Notes Payable and Oayable (Details Narrative) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Convertible Notes Payable and Other Related Party Notes Payable (Tables)
Accrued interest	$ 31,983	$ 18,691
Total Convertible and other notes payable	$ 2,185,953	$ 953,001

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Related Party Transactions (Details)	9 Months Ended
	Sep. 30, 2021 USD ($)
Related Party
Related party debt	$ 1,033,272
Related Interest Expense	11,433
Convertible Note	2,185,193
Related parties	31,983
I2China [member]
Related party debt	37,000
Related Interest Expense	2,087
Convertible Note	185,000
Related parties	4,920
Ainos KY [Member]
Related party debt	981,000
Related Interest Expense	3,410
Convertible Note	981,000
Related parties	3,410
Dr. Stephen T. Chen [Member]
Related party debt	15,272
Related Interest Expense	5,936
Convertible Note	1,019,193
Related parties	$ 23,653

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Related Party Transactions (Details 1)	Jun. 30, 2021 USD ($) $ / shares
Shares	$ 59,295
Par Value	593
Paid in Excess of Par	35,907
Total amount	36,500
Bernard Cohen [Member]
Shares	53,419
Par Value	534
Paid in Excess of Par	32,799
Total amount	$ 33,333
Price per share | $ / shares	$ 0.6240
Dr. Stephen T. Chen [Member]
Shares	$ 5,876
Par Value	58
Paid in Excess of Par	3,107
Total amount	$ 3,166
Price per share | $ / shares	$ 0.5389

XML

Related Party Transactions (Details Narrative)	9 Months Ended
	Sep. 30, 2021 USD ($)
Other Related Party Transactions
Interest payable	$ 496
Inventory	173,657
Accounts Payable	122,680
Right of usee asset	55,728
lease obligations	55,908
Lease payment monthly	1,785
Consulting fee	7,215
Consulting fee payable	6,671
Development expenses	117,386
Account payable	$ 122,680

XML

Subsequent Events (Details Narrative)	Nov. 01, 2021
Subsequent Event [Member]
Description of Consultant	The Company agrees to pay Dr. Chen 50,000 New Taiwan Dollars (NTD) per month for a period of one year for his services. With over 30 years of pharmaceutical professional experience