SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Wu Hui-Lan

(Last)

(First)

(Middle)

8880 RIO SAN DIEGO DRIVE, SUITE 800

(Street)

SAN DIEGO

92108

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Ainos, Inc. [ AIMD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/24/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/09/2022		A		14,705⁽²⁾	A	$3.4	18,905	I	Daughter⁽¹⁾
Common Stock	10/24/2022		A		133,333⁽³⁾	A	$1.89	144,533	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
RSU	$1.89	10/24/2022		C			2,000,000⁽⁴⁾	09/30/2022	⁽⁶⁾	COMMON	133,333	$1.89	0	D
RSU⁽⁵⁾	⁽⁵⁾	10/24/2022		A		35,000⁽⁵⁾		⁽⁵⁾	⁽⁵⁾	COMMON	35,000	⁽⁵⁾	35,000	D

Explanation of Responses:

1. Yun-Huan Liao is Hui-Lan Wu's daughter

2. Reference is made to that certain Convertible Note Purchase Agreement and Convertible Promissory Note ("Note") in the principal amount of $50,000 between the Issuer and the Reporting Person's daughter, Yu-Huan Liao. The Note bears no interest, matures on March 30, 2027, and is subject to mandatory conversion at a conversion price of 80% of an initial property offering price (if the Issuer conducts an initial public offering). On 08/11/22, the Company completed a public offering at a $4.25 per unit price ("Offering") and a 15-for-1 reverse stock split on 08/08/22 ("Reverse Split"). Transaction reflects an acquisition price of $3.40 per share (80% of the Offering) and the 14,705 issued shares give effect to the Reverse Split.

3. This reported transaction represents the settlement of 2,000,000 RSUs adjusted to 133,333 common stock after giving effect the Reverse Stock Split

4. This reported transaction represents the conversion of 2,000,000 Restricted Stock Units (the "RSUs") adjusted to 133,333 shares giving effect to the Reverse Stock Split. The RSUs were originally granted pursuant to an employment Mandate Agreement dated March 17, 2022 (the "Mandate Agreement") under the Company's 2021 Stock Incentive Plan. The converted shares underlying the RSUs vested on September 30, 2022 and are may not be sold within 6 months of the grant date.

5. This reported transaction represents the granting of 35,000 Restricted Stock Units (the "RSUs"). The RSUs were originally authorized pursuant to an employment Mandate Agreement dated March 17, 2022 (the "Mandate Agreement") and under the Company's 2021 Stock Incentive Plan. The RSUs will vest in increments of 15% on 4/24/23 and 10/24/23, 30% on 10/24/24 and 40% on 10/24/25, subject to normal and customary termination events.

6. N/A

	/s/ John Junyong Lee POA for Hui-Lan Wu	10/26/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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