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, 2025

☐	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. 001-41461

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)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	AIMD	The Nasdaq Stock Market LLC
Warrants to purchase Common Stock	AIMDW	The Nasdaq Stock Market LLC

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

4,812,634 shares of common stock, par value $0.01 per share, outstanding as of November 13, 2025

AINOS, INC.

INDEX

		PAGE NO.
PART I:	FINANCIAL INFORMATION	3
ITEM 1.	Financial Statements	3
	Condensed Balance Sheets – September 30, 2025 (unaudited) and December 31, 2024	3
	Condensed Statements of Operations – Three and nine Months Ended September 30, 2025 and 2024 (unaudited)	4
	Condensed Statements of Comprehensive Loss – Three and nine Months Ended September 30, 2025 and 2024 (unaudited)	5
	Condensed Statements of Stockholders’ Equity– Three Months Ended September 30, 2025 and 2024 (unaudited)	6
	Condensed Statements of Stockholders’ Equity– Nine Months Ended September 30, 2025 and 2024 (unaudited)	7
	Condensed Statements of Cash Flows – Nine Months Ended September 30, 2025 and 2024 (unaudited)	8
	Notes to Condensed Financial Statements (unaudited)	9
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	29
ITEM 4.	Controls and Procedures	29

PART II:	OTHER INFORMATION	30
ITEM 1.	Legal Proceedings	30
ITEM 2.	Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities	31
ITEM 3.	Defaults Upon Senior Securities	31
ITEM 4.	Mine Safety Disclosures	31
ITEM 5.	Other Information	31
ITEM 6.	Exhibits	32
Signatures		33

PART I - FINANCIAL INFORMATION

ITEM 1. Financial Statements

Ainos, Inc.

Condensed Balance Sheets

	September 30,			December 31,
	2025			2024
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	1,128,217		$	3,892,919
Accounts receivable		62			56
Inventory, net		166,883			143,756
Other current assets		425,753			301,077
Total current assets		1,720,915			4,337,808
Intangible assets, net		20,365,899			23,748,328
Property and equipment, net		414,558			559,645
Other assets		177,968			174,418
Total assets	$	22,679,340		$	28,820,199

Liabilities and Stockholders’ Equity
Current liabilities:
Contract liabilities	$	-		$	106,329
Convertible notes payable (including amounts of related party of nil and $2,000,000 as of September 30, 2025, and December 31, 2024, respectively)		-			3,000,000
Accrued expenses and others current liabilities		581,356			848,615
Total current liabilities		581,356			3,954,944
Convertible notes payable - Related parties - noncurrent		11,000,000			9,000,000
Other long-term liabilities		1,053,035			348,945
Total liabilities		12,634,391			13,303,889
Commitments and contingencies		-			-
Stockholders’ equity:
Preferred stock, $0.01 par value; 50,000,000 shares authorized; none issued and outstanding as of September 30, 2025, and December 31, 2024, respectively		-			-
Common stock, $0.01 par value; 300,000,000 shares authorized as of September 30, 2025, and December 31, 2024, 4,793,797 and 3,085,477 shares issued and outstanding as of September 30, 2025, and December 31, 2024, respectively ⁽¹⁾		47,938			30,854
Common shares to be issued; 12,651 and nil shares as of September 30, 2025 and December 31, 2024, respectively		127			-
Additional paid-in capital		73,263,397			68,644,301
Accumulated deficit		(63,052,030	)		(52,749,316	)
Accumulated other comprehensive loss		(214,483	)		(409,529	)
Total stockholders’ equity		10,044,949			15,516,310
Total liabilities and stockholders’ equity	$	22,679,340		$	28,820,199

(1)

The Company effected a reverse stock split of its outstanding shares of common stock on June 30,2025, whereby every five shares of its common stock issued and outstanding was converted into one share of common stock. Any fractional post-split shares as a result of the reverse split were rounded down to the nearest whole post-split share and received an amount in cash equal to such fraction of a share multiplied by the closing sale price of Common Stock on The Nasdaq Capital Market on June 27, 2025. Shareholders of the Company previously authorized the Board of Directors to approve a reverse stock split at the annual meeting in 2025. All share amounts and per share amounts disclosed in this Quarterly Report on Form 10-Q have been adjusted to reflect the reverse stock split on a retroactive basis in all periods presented.

Note that all share and per-share amounts have been adjusted retroactively to reflect a 1-for-5 reverse stock split, including rounding of fractional shares.

See accompanying notes to condensed financial statements.

Ainos, Inc.

Condensed Statements of Operations

(Unaudited)

	2025			2024			2025			2024
	Three months ended September 30,						Nine months ended September 30,
	2025			2024			2025			2024
Revenues	$	2,167		$	-		$	113,037		$	20,729
Cost of revenues		(477	)		(547	)		(19,647	)		(52,674	)
Gross profit (loss)		1,690			(547	)		93,390			(31,945	)
Operating expenses:
Research and development expenses (including amounts of related party of $233,564 and $ 715,249 for the three and nine months ended September 30, 2025 and $385,498 and $1,147,198 for the three and nine months ended September 30, 2024, respectively)		1,990,630			2,022,244			5,626,514			6,085,648
Selling, general and administrative expenses		795,253			1,015,758			4,159,627			3,090,056
Total operating expenses		2,785,883			3,038,002			9,786,141			9,175,704
Loss from operations		(2,784,193	)		(3,038,549	)		(9,692,751	)		(9,207,649	)
Non-operating income (expenses), net
Interest expenses		(176,584	)		(264,642	)		(534,986	)		(432,097	)
Issuance cost of senior secured convertible note measured at fair value		-			(169,344	)		-			(308,336	)
Fair value change for senior secured convertible note		-			(177,212	)		-			(275,624	)
Other income (expenses), net		29,075			(49,570	)		(74,977	)		14,557
Total non-operating expenses, net		(147,509	)		(660,768	)		(609,963	)		(1,001,500	)
Net loss before income taxes		(2,931,702	)		(3,699,317	)		(10,302,714	)		(10,209,149	)
Provision for income taxes		-			-			-			-
Net loss	$	(2,931,702	)	$	(3,699,317	)	$	(10,302,714	)	$	(10,209,149	)

Net loss per common share-basic and diluted	$	(0.64	)	$	(1.64	)	$	(2.61	)	$	(6.49	)

Weighted-average shares used in computing net loss per common share-basic and diluted ⁽¹⁾		4,554,359			2,255,843			3,954,762			1,573,799

(1)

Note that all share and per-share amounts have been adjusted retroactively to reflect a 1-for-5 reverse stock split, including rounding of fractional shares.

See accompanying notes to condensed financial statements.

Ainos, Inc.

Condensed Statements of Comprehensive Loss

(Unaudited)

	2025			2024			2025			2024
	Three months ended September 30,						Nine months ended September 30,
	2025			2024			2025			2024

Net loss	$	(2,931,702	)	$	(3,699,317	)	$	(10,302,714	)	$	(10,209,149	)
Other comprehensive loss:
Translation adjustment		(66,415	)		135,981			195,046			26,066
Comprehensive loss	$	(2,998,117	)	$	(3,563,336	)	$	(10,107,668	)	$	(10,183,083	)

See accompanying notes to condensed financial statements.

Ainos, Inc.

Condensed Statements of Stockholders’ Equity

For the three months ended September 30, 2025 and 2024

(Unaudited)

	Shares		Amount		Shares ⁽¹⁾		Amount		Shares		Amount		in Capital			Deficit			Loss			Equity
									Common Stock - to				Additional						Accumulated Other			Total
	Preferred Stock				Common Stock				be issued				Paid-			Accumulated			Comprehensive			Stockholders’
	Shares		Amount		Shares ⁽¹⁾		Amount		Shares		Amount		in Capital			Deficit			Loss			Equity

Balance at June 30, 2025		-	$	-		4,267,990	$	42,680		-	$	-	$	71,668,502		$	(60,120,328	)	$	(148,068	)	$	11,442,786
Issuance of stock to settle vested RSUs		-		-		93,792		938		-		-		(938	)		-			-			-
Issuance of common stock from at-the-market offering, net of issuance cost		-		-		412,484		4,125		12,651		127		1,172,672			-			-			1,176,924
Issuance of common stock for consulting services		-		-		19,531		195		-		-		74,805			-			-			75,000
Share-based compensation		-		-		-		-		-		-		348,356			-			-			348,356
Net loss		-		-		-		-		-		-		-			(2,931,702	)		-			(2,931,702	)
Translation adjustment		-		-		-		-		-		-		-			-			(66,415	)		(66,415	)
Balance at September 30, 2025		-	$	-		4,793,797	$	47,938		12,651	$	127	$	73,263,397		$	(63,052,030	)	$	(214,483	)	$	10,044,949

Balance at June 30, 2024		-	$	-		1,477,734	$	14,777		54	$	1	$	65,473,873		$	(44,395,987	)	$	(380,388	)	$	20,712,276
Issuance of stock to settle vested RSUs		-		-		53,606		536		126		1		(537	)		-			-			-
Conversion of senior secured convertible note payable to common stock		-		-		131,346		1,313		-		-		401,171			-			-			402,484
Issuance of common stock for patent license agreement		-		-		1,100,000		11,000		-		-		(11,000	)		-			-			-
Share-based compensation		-		-		-		-		-		-		470,791			-			-			470,791
Net loss		-		-		-		-		-		-		-			(3,699,317	)		-			(3,699,317	)
Translation adjustment		-		-		-		-				-		-			-			135,981			135,981
Balance at September 30, 2024		-	$	-		2,762,686	$	27,626		180	$	2	$	66,334,298		$	(48,095,304	)	$	(244,407	)	$	18,022,215

(1)

Notes that all share and per-share amounts have been adjusted retroactively to reflect a 1-for-5 reverse stock split, including rounding of fractional shares.

See accompanying notes to condensed financial statements.

Ainos, Inc.

Condensed Statements of Stockholders’ Equity

For the nine months ended September 30, 2025 and 2024

(Unaudited)

											Common Stock - to						Additional						Accumulated Other			Total
	Preferred Stock				Common Stock						be issued						Paid-in			Accumulated			Comprehensive			Stockholders’
	Shares		Amount		Shares ⁽¹⁾			Amount			Shares			Amount			Capital			Deficit			Loss			Equity (Deficit)

Balance at December 31, 2024		-	$	-		3,085,477		$	30,854			-		$	-		$	68,644,301		$	(52,749,316	)	$	(409,529	)	$	15,516,310
Issuance of stock to settle vested RSUs		-		-		634,966			6,350			-			-			(6,350	)		-			-			-
Issuance of stock to special stock bonus		-		-		350,500			3,505			-			-			858,725			-			-			862,230
Issuance of common stock from at-the-market offering, net of issuance cost		-		-		674,867			6,749			12,651			127			1,889,406			-			-			1,896,282
Issuance of common stock for consulting services		-		-		48,086			481			-			-			149,519			-			-			150,000
Fractional shares paid out in cash for the reverse stock split		-		-		(99	)		(1	)		-			-			(259	)		-			-			(260	)
Share-based compensation		-		-		-			-			-			-			1,728,055			-			-			1,728,055
Net loss		-		-		-			-			-			-			-			(10,302,714	)		-			(10,302,714	)
Translation adjustment		-		-		-			-			-			-			-			-			195,046			195,046
Balance at September 30, 2025		-	$	-		4,793,797		$	47,938			12,651		$	127		$	73,263,397		$	(63,052,030	)	$	(214,483	)	$	10,044,949

Balance at December 31, 2023		-	$	-		935,557		$	9,355			32,467		$	325			62,594,529		$	(37,886,155	)	$	(270,473	)	$	24,447,581
Balance		-	$	-		935,557		$	9,355			32,467		$	325			62,594,529		$	(37,886,155	)	$	(270,473	)	$	24,447,581
Conversion of convertible notes payable to common stock		-		-		646,730			6,467			(32,467	)		(325	)		2,435,549			-			-			2,441,691
Issuance of stock to settle vested RSUs		-		-		80,399			804			180			2			(806	)		-			-			-
Related party used computer equipment		-		-		1,100,000			11,000			-			-			(11,000	)		-			-			-
Warrants issued in connection with senior secured convertible note payable		-		-		-			-			-			-			(4,428	)		-			-			(4,428	)
issue common stock for patent license agreement		-		-		-			-			-			-			1,586			-			-			1,586
issuance of common stock for patent license agreement		-		-		-			-			-			-			1,586			-			-			1,586
Share-based compensation		-		-		-			-			-			-			1,318,868			-			-			1,318,868
Net loss		-		-		-			-			-			-			-			(10,209,149	)		-			(10,209,149	)
Translation adjustment		-		-		-			-			-			-			-			-			26,066			26,066
Balance at September 30, 2024		-	$	-		2,762,686		$	27,626			180		$	2		$	66,334,298		$	(48,095,304	)	$	(244,407	)	$	18,022,215
Balance		-	$	-		2,762,686		$	27,626			180		$	2		$	66,334,298		$	(48,095,304	)	$	(244,407	)	$	18,022,215

(1)

Note that all share and per-share amounts have been adjusted retroactively to reflect a 1-for-5 reverse stock split, including rounding of fractional shares.

See accompanying notes to condensed financial statements.

Ainos, Inc.

Condensed Statements of Cash Flows

(Unaudited)

	2025			2024
	Nine months ended September 30,
	2025			2024
Cash flows from operating activities:
Net loss	$	(10,302,714	)	$	(10,209,149	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		3,578,083			3,610,387
Share-based compensation expense		1,728,055			1,318,868
Stock issued for special stock bonus		862,230			-
Issuance of common stock for consulting services		150,000			-
Issuance cost of senior secured convertible note measured at fair value		-			308,336
Change in fair value of senior secured convertible note measured at fair value		-			275,624
Changes in operating assets and liabilities:
Accounts receivable		(6	)		455
Inventory		(23,127	)		6,892
Other current assets		(81,289	)		87,623
Accrued expenses and other current and long-term liabilities		329,089			(343,072	)
Net cash used in operating activities		(3,759,679	)		(4,944,036	)
Cash flows from investing activities:
Purchase of property and equipment		(36,090	)		(20,423	)
Decrease (increase) in refundable deposits and other assets		22,978			(118,154	)
Net cash used in investing activities		(13,112	)		(138,577	)
Cash flows from financing activities:
Proceeds from convertible notes payable noncurrent, related party		-			9,000,000
Proceeds from senior secured convertible notes payable		-			875,000
Proceeds from at-the-market offering, net of issuance costs		1,852,895			-
Payments of issuance cost of senior secured convertible note measured at fair value		-			(97,500	)
Repayment of other notes payable, related party		-			(42,000	)
Repay convertible notes payable		(1,000,000	)		-
Repayment of senior secured convertible notes payable		-			(1,439,754	)
Fractional shares paid out in cash for the reverse stock split		(260	)		-
Net cash provided by financing activities		852,635			8,295,746
Effect from foreign currency exchange		155,454			57,845
Net (decrease) increase in cash and cash equivalents		(2,764,702	)		3,270,978
Cash and cash equivalents at beginning of period		3,892,919			1,885,628
Cash and cash equivalents at end of period	$	1,128,217		$	5,156,606

Noncash financing and investing activities
Uncollected proceeds from at-the-market offering, net of issuance costs	$	43,387		$	-
Conversion of senior secured convertible notes to common stock	$	-		$	2,441,691

See accompanying notes to the condensed financial statements.

Ainos, Inc.

Notes to Condensed Financial Statements

(Unaudited)

1. Description of Business

Organization and Business

Ainos, Inc. (the “Company”), incorporated in the State of Texas in 1984, is an artificial intelligence (“AI”) and healthcare company focused on the commercialization of proprietary scent digitization technology, AI-powered sensing solutions, point-of-care testing (“POCT”), and low-dose oral interferon therapeutics. We are advancing these technologies primarily through strategic partnerships.

Our core scent digitization technology platform, AI Nose, is an AI-based electronic nose system that integrates gas sensors with a proprietary smell language model (“SLM”) algorithm, aiming to enable trainable and sensitive digital olfaction. We are developing this platform to digitize scent and volatile organic compound (“VOC”) data into Smell ID, a machine-readable format designed to enable intelligent scent-based applications across industries including robotics, smart manufacturing, and healthcare. We are positioning AI Nose as AI’s olfactory system.

In parallel, we continue to develop therapeutic candidates based on VELDONA, our low-dose oral interferon platform, targeting rare, autoimmune, and infectious diseases. Our lead programs include candidates for the treatment of oral warts in HIV-positive patients, Sjögren’s syndrome, and feline chronic gingivostomatitis (“FCGS”). We have researched and developed VELDONA since our inception.

Between 2021 and 2024, we expanded our intellectual property portfolio through transactions with our controlling shareholders, including Ainos, Inc., a Cayman Islands company (“Ainos KY”) and Taiwan Carbon Nano Technology Corporation (“TCNT”). These transactions included acquisitions and license agreements primarily involving patents and patent applications related to our AI Nose platform and point-of-care testing (“POCT”) technologies.

Underwritten Public Offering

The Company’s registration statement related to its underwritten public offering (the “Offering”) was declared effective on August 8, 2022, and the Company’s common stock and warrants began trading on the Nasdaq Capital Market (the “Nasdaq”) on August 9, 2022 under the trading symbols “AIMD” and “AIMDW”, respectively.

Reverse Stock Splits

In connection with the Offering, the Company’s board of directors on April 29, 2022 and its shareholders on May 16, 2022 approved a 1-for-15 reverse stock split of the Company’s common stock that became effective on August 9, 2022. Further, to comply with Nasdaq’s minimum $1.00 per share continued listing rules, the Company filed a Certificate of Amendment to its Restated Certificate of Formation on November 27, 2023, to apply for another reverse stock split of the Company’s common stock at a ratio of 1-for-5 which was effectuated on December 14, 2023 after receiving required approvals. In addition, to comply with Nasdaq’s minimum $1.00 per share continued listing rules, the Company filed a Certificate of Amendment to its Restated Certificate of Formation on May 16, 2025, the Board approved for another reverse stock split of the Company’s common stock at a ratio of 1-for-5 which was effectuated on June 30, 2025 after receiving required approvals.

The par value of $0.01 and authorized shares of the Company’s common stock remain the same and were not adjusted as a result of the reverse stock splits. All issued and outstanding common stock, restricted stock units (RSUs), outstanding convertible notes, warrants and options to purchase common stock and per share amounts contained in the financial statements have been retroactively adjusted to give effect to the reverse stock splits for all periods presented.

At-the-Market Offering Agreement

On May 31, 2024, the Company entered into an At-the-Market Offering Agreement (the “ATM Agreement”) with H.C. Wainwright & Co., LLC(the “Agent”), pursuant to which the Company may issue and sell, from time to time, shares of its Common Stock, depending on market demand, with the Agent acting as the sales agent or principal (the “ATM Offering”). Sales of the Common Stock may be made by any method permitted by law deemed to be an “at-the-market offering” as defined in Rule 415(a)(4) of the Securities Act of 1933, as amended (the “Securities Act”), including, without limitation, sales made directly on or through the Nasdaq Capital Market. The Agent will use its commercially reasonable efforts to sell the Shares requested by the Company to be sold on its behalf, consistent with the Agent’s normal trading and sales practices, under the terms and subject to the conditions set forth in the ATM Agreement. The Company has no obligation to sell any of the Shares. The Company may instruct the Agent not to sell the Shares if the sales cannot be effected at or above the price designated by the Company from time to time and the Company may at any time suspend sales pursuant to the ATM Agreement.

The Company will pay the Agent placement fee of 3.0% of the gross sales price of the Shares sold by the Agent under the ATM Agreement. The Company has also agreed to reimburse the Agent for the fees and disbursements of its counsel, payable upon execution of the Sales Agreement, in an amount not to exceed $35,000 in addition to certain ongoing disbursements of its legal counsel up to $2,500 per calendar quarter. In addition, the Company has agreed to provide customary indemnification rights to the Agent.

The aggregate market value of Shares eligible for sale in the ATM Offering and under the ATM Agreement will be subject to the limitations of General Instruction I.B.6 of Form S-3, to the extent required under such instruction. The prospectus supplement filed with the SEC on July 11, 2024, is offering Shares having an aggregate offering price of $1,840,350.

The Company intends to use the net proceeds from the offering to fund the continued development of its product candidate and for general corporate purposes and working capital. The precise amount and timing of the application of these proceeds will depend upon a number of factors, such as the timing and progress of our research and development efforts, our funding requirements and the availability and costs of other funds.

As of September 4, 2025, the Company sold an aggregate of 652,254 shares of the Company’s common stock under the ATM facility and received $1,769,258 in net proceeds, after deducting commissions and expenses.

On September 5, 2025, the Company filed a prospectus supplement to amend the Prospectus to update the amount of shares the Company is eligible to sell pursuant to such prospectus. The Company increased the amount of shares of Common Stock it may offer and sell under the Sales Agreement to an aggregate offering price of up to $874,496 from time to time through Wainwright. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell securities in a public primary offering with a value exceeding one-third of our public float in any 12-month calendar period so long as our public float remains below $75.0 million.

Between September 5, 2025 and September 30, 2025, the Company sold an aggregate of 22,613 shares of the Company’s common stock under the ATM facility and received $83,637 in net proceeds, after deducting commissions and expenses.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (the “GAAP”) and pursuant to the accounting disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these condensed financial statements should be read in conjunction with the financial statements and notes included in the Company’s audited financial statements as of and for the year ended December 31, 2024 contained in the Annual Report on Form 10-K filed with the SEC on March 7, 2025.

In the opinion of management, the accompanying condensed financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods. The results for the three and nine months ended September 30, 2025 are not necessarily indicative of the results to be expected for any subsequent quarter, the year ending December 31, 2025, or any other period.

There have been no material changes to the Company’s significant accounting policies as described in the audited financial statements as of December 31, 2024.

Use of Estimates

The preparation of condensed financial statements in conformity with GAAP requires management to make certain estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities and disclosures as of the date of the condensed financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates on various factors, including historical experience, and on various other assumptions that are believed to be reasonable under the circumstances, when these carrying values are not readily available from other sources. Significant items subject to estimates and assumptions include useful lives of property and equipment, valuation of stock option, warrants and convertible notes measured at fair value, and impairment testing of intangible assets. Actual results may differ from these estimates.

Liquidity

As of September 30, 2025, the Company had cash and cash equivalents of $1,128,217. The Company plans to finance its operations and development needs with its existing cash and cash equivalents, additional equity, and/or debt financing arrangements. There can be no assurance that the Company will be able to obtain additional financing on terms acceptable to the Company, on a timely basis, or at all. If the Company is not able to obtain sufficient funds on acceptable terms when needed, the Company’s business, results of operations, and financial condition could be materially adversely impacted.

On May 31, 2024, the Company entered into an At-the-Market Offering Agreement, or sales agreement, with H.C. Wainwright & Co., LLC or Wainwright, pursuant to which the Company may issue and sell, from time to time, shares of its common stock, the aggregate market value of Shares eligible for sale in the Offering and under the ATM Agreement will be subject to the limitations of General Instruction I.B.6 of Form S-3, to the extent required under such instruction. The prospectus supplement filed with the SEC on July 11, 2024, is offering Shares having an aggregate offering price of $1,840,350.

As of September 30, 2025, the Company sold 674,867 shares of common stock under At-the-Market Offering Agreement, resulting in net proceeds of approximately $1,852,895.

For the nine months ended September 30, 2025, the Company generated a net loss of $10,302,714. The Company expects to continue incurring development expenses for the next twelve months as the Company advances its product development plans.

The financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred net operating losses since inception and has an accumulated deficit as of September 30, 2025 of $63,052,030 and expects to incur additional losses and negative operating cash flows for at least the next twelve months. The Company’s ability to meet its obligations is dependent upon its ability to generate sufficient cash flows from operations and future financing transactions. Although management expects the Company will continue as a going concern, there is no assurance that management’s plans will be successful since the availability and amount of such funding is not certain. Accordingly, substantial doubt exists about the Company’s ability to continue as a going concern for at least one year from the issuance of these financial statements. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability of assets or the amounts and classifications of liabilities that may result from the possible inability of the Company to continue as a going concern.

Segments

Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the chief operating decision maker (the “CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s Chief Executive Officer is the Company’s CODM. The CODM reviews financial information prepared on the basis of accounting policy disclosed in its annual financial statement for purposes of making operating decisions, allocating resources, and evaluating financial performance of the Company. As such, the Company has determined that it operates as one operating segment.

Impairment of Intangible Assets

The Company reviews its definite-lived intangibles and other long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be fully recoverable. When such events occur, management determines whether there has been impairment by comparing the anticipated undiscounted future net cash flows to the carrying value of the asset or asset group. If impairment exists, the assets are written down to their estimated fair value. No impairment of definite-lived intangible and long-lived assets was recorded for the three and nine months ended September 30, 2025 and 2024.

Fair Value Option

ASC 825-10, Financial Instruments, provides a fair value option (the “FVO”) election that allows companies an irrevocable election to use fair value as the initial and subsequent accounting measurement attribute for certain financial assets and liabilities. ASC 825-10 permits entities to elect to measure eligible financial assets and liabilities at fair value on an ongoing basis. Unrealized gains and losses on items for which the FVO has been elected are reported in earnings, except for the effect of changes in own credit, which are recognized in other comprehensive income/loss. The decision to elect the FVO is determined on an instrument-by-instrument basis, must be applied to an entire instrument and is irrevocable once elected. Assets and liabilities measured at fair value pursuant to ASC 825-10 are required to be reported separately from those instruments measured using another accounting method.

Recent Accounting Pronouncements Adopted

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. ASU 2023-07, which is applicable to entities with a single reportable segment, will primarily require enhanced disclosures about significant segment expenses and enhanced disclosures in interim periods. The guidance in ASU 2023-07 will be applied retrospectively and is effective for annual reporting periods in fiscal years beginning after December 15, 2023 and interim reporting periods in fiscal years beginning after December 31, 2024, with early adoption permitted. The Company does not expect the adoption of this standard to have a material impact on the Company’s unaudited condensed financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 is intended to improve income tax disclosure requirements by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) the disaggregation of income taxes paid by jurisdiction. The guidance makes several other changes to the income tax disclosure requirements. The guidance in ASU 2023-09 will be effective for annual reporting periods in fiscal years beginning after December 15, 2024. The Company does not expect the adoption of this standard to have a material impact on the Company’s unaudited condensed financial statements.

Accounting Standards Issued but Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which is intended to provide more detailed information about specified categories of expenses (purchases of inventory, employee compensation, depreciation and amortization) included in certain expense captions presented on the statement of operations. The guidance in this ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The amendments may be applied either (1) prospectively to financial statements issued for periods after the effective date of this ASU or (2) retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the impact that the adoption of ASU 2024-03 will have on its financial statements and disclosures.

3. Cash and Cash Equivalents

As of September 30, 2025 and December 31, 2024, cash and cash equivalents consisted of cash on hand and cash in bank which is potentially subject to concentration of credit risk. Such balance is maintained at financial institutions that management determines to be of high-credit quality. Cash accounts at each institution are insured by the Federal Deposit Insurance Corporation in the U.S.A or Central Deposit Insurance Corporation in Taiwan up to certain limits. At times, such deposits may be in excess of the insurance limit. Accounts are guaranteed by the Federal Deposit Insurance Corporation (FDIC) up to $250,000. As of September 30, 2025 and December 31, 2024, the Company had approximately $10,700 and $212,400 in excess of FDIC insured limits, respectively. The Company maintains cash in state-owned banks in Taiwan. In Taiwan, the insurance coverage of each bank is NTD$3,000,000 (approximately USD$98,500). As of September 30, 2025 and December 31, 2024, the Company had $740,100 and $3,311,000 cash in excess of the insured amount, respectively. The Company has not experienced any losses in such accounts.

4. Inventory

Inventory stated at cost, net of reserve, consisted of the following:

Schedule of Inventory

	September 30,		December 31,
	2025		2024
Raw materials	$	94,072	$	74,875
Work in process		1,218		1,131
Finished goods		71,593		67,750
Total	$	166,883	$	143,756

5. Convertible Notes Payable and Other Notes Payable

As of September 30, 2025 and December 31, 2024, the respective notes payable were as follows:

Schedule of Notes Payable

	September 30, 2025		December 31, 2024
March 2025 Convertible Notes, related party – noncurrent (ASE Note)	$	2,000,000	$	-
March 2025 Convertible Notes, related party – current (ASE Note)		-		2,000,000
March 2025 Convertible Notes – current (Lee Note)		-		1,000,000
Convertible Notes – current		-		1,000,000
May 2027 Convertible Notes, related party – noncurrent (ASE Note)		9,000,000		9,000,000
Convertible Notes – noncurrent		9,000,000		9,000,000
Convertible Notes payable	$	11,000,000	$	12,000,000

May 2027 Convertible Notes and Warrant Purchase Agreement

On May 3, 2024, The Company entered into Convertible Note and Warrant Purchase Agreement with the ASE Test, Inc. (“ASE”), a shareholder of Ainos KY, for the issuance of convertible promissory notes with 6% compound interest in the aggregate principal amount of $9,000,000 (collectively the “Notes”) convertible into shares of common stock, par value $0.01 per share, of the Company, payable three (3) years from May 3, 2024 as well as the issuance of warrants for the purchase of up to 500,000 shares of common stock at a price per share of $22.50, exercisable until May 3, 2029. As of September 30, 2025, the Company received the full amount of the payment.

March 2025 Convertible Notes

On March 13, 2023, the Company entered into two convertible promissory note purchase agreements pursuant to Regulation S of the Securities Act of 1933, as amended, in the total principal amount of $3,000,000 with the following investors (the “March 2025 Convertible Notes” or “Notes”).

Convertible Note Issued to Li-Kuo Lee (the “Lee Note”)

The Company issued a convertible note in the principal amount of $1,000,000 to an unrelated party, Li-Kuo Lee, in exchange for $1,000,000 in cash. As of September 30, 2025, the Company received the full amount of the payment.

On March 12, 2025, the Company entered into an amendment to the Convertible Note (the “Convertible Note Amendment”) with Li-Kuo Lee to extend the maturity date to May 13, 2025.

On April 30, 2025, the Company repaid the full principal with accrued interest aggregate amount of $1,132,650.

Convertible Note Issued to ASE Test, Inc. (the “ASE Note”)

Pursuant to one of the aforementioned agreements, ASE Test, Inc., a shareholder of Ainos KY, committed to pay a total aggregate amount of $2,000,000 to the Company in exchange for convertible promissory note(s) in three tranches in the amounts of $1,000,000 (the “First Tranche”), $500,000 (the “Second Tranche”), and $500,000 (the “Third Tranche”) conditioned, among other things, on the Company achieving certain business milestones. As of September 30, 2025, the Company received the full amount of the payment.

On March 10, 2025, the Company entered into an amendment to the Convertible Note (the “Convertible Note Amendment”) with ASE Test to (1) extend the maturity date to March 12, 2027, and (2) change the conversion price from $37.50 per share (adjusted for the 1-for-5 reverse stock split of the Company’s common stock on December 14, 2023 and another adjusted for the 1-for-5 reverse stock split of the Company’s common stock on June 30, 2025) to a price of the lower of (a) $37.50 per share and (b) the higher of (x) the average closing price per share of Common Stock for the period of thirty (30) trading days prior to the day when the noteholder exercises the conversion right or (y) $22.50.

The March 2025 Convertible Notes bear interest at the rate of 6% compounded interest per annum. At any time after the issuance and before the maturity date, the Notes are convertible into the common stock of the Company at the conversion price from $22.50 to $37.50 per share, subject to anti-dilutive adjustment as set forth in the Notes. Unless previously converted, the Company shall repay the outstanding principal amount plus all accrued and unpaid interest on the maturity date. The Notes shall be an unsecured general obligation of the Company.

The total interest expense of convertible notes payable and other notes payable for the three and nine months ended September 30, 2025 was $176,426 and $534,417 respectively, compared with the same period in year 2024 was $185,078 and $349,292, respectively. As of September 30, 2025 and December 31, 2024, the unpaid accrued interest expense was $1,053,035 and $651,268, respectively.

6. Stockholders’ Equity

Reverse Stock Splits

To comply with Nasdaq’s minimum $1.00 per share continued listing rules, the Company filed a Certificate of Amendment to its Restated Certificate of Formation on May 16, 2025, to apply for reverse stock split of the Company’s common stock at a ratio of 1-for-5 which was effectuated on June 30, 2025 after receiving required approvals.

Preferred Stock

The Company increased authorized shares of preferred stock from 10,000,000 shares to 50,000,000 shares upon the filing of an amendment to the Company’s Certificate of Formation with the Secretary of State of Texas on November 27, 2023. No shares of preferred stock were issued and outstanding as of September 30, 2025 and December 31, 2024.

Common Stock

During the nine months ended September 30, 2025, the Company issued an additional 1,708,320 shares of common stock as a result of delivering 634,966 shares to settle vested RSUs, 350,500 shares to settle vested special stock awards, 674,867 shares to settle for the ATM Offering, 48,086 shares to compensate consultant but the shares were offset by fractional 99 shares paid out in cash for the reverse stock split. As of September 30, 2025, there were 4,793,797 shares of common stock legally issued and outstanding, and about 12,651 shares to be issued in the ATM Offering.

Warrants

Warrants issued and outstanding in connection with financing as of September 30, 2025 and December 31, 2024 are summarized as below:

	September 30,		December 31,
(In number of shares)	2025		2024
Lind Warrant with exercise price from $10.80 to $22.50		240,388		240,388
Public warrant with exercise price of $106.25		35,880		35,880
Representative’s warrant with exercise price of $116.875		1,560		1,560
Placement agent warrant with exercise price of $41.25		4,125		4,125
ASE Warrant with exercise price of $22.50		100,000		100,000
Total		381,953		381,953
Warrants issued and outstanding		381,953		381,953

The Company issued the Lind Warrants on September 28, 2023 in connection with the private placement of the Lind Note. The Company further issued 4,125 shares of warrants with an exercise price of $41.25 per share to the placement agent as the agent fee. Each warrant has a contractual term of 5 years and can be exercised for the purchase of one share of common stock of the Company. The carrying amount of the Lind Warrant is nil after allocating proceeds to the Lind Note measured at fair value. The fair value of the placement agent warrant is estimated to be $21,479 using the Black-Scholes Model.

As disclosed in Note 1, the Company issued public warrants together with common stock in connection with its underwritten public offering effective August 8, 2022. The Company further issued private warrants to Maxim Group LLC as representative of the underwriter pursuant to an underwriting agreement. Each warrant has a contractual term of 5 years, expiring on August 8, 2027, and can be exercised for the purchase of one share of common stock of the Company.

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (the “ASC 480”), and ASC 815, Derivatives and Hedging (the “ASC 815”). The assessment considers whether the instruments are free standing financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent period end date while the instruments are outstanding. Management has concluded that the warrants issued in connection with the underwritten public offering and the private placement of Lind Note qualify for equity accounting treatment and are recorded as additional paid-in capital.

In addition, the warrant issued by the Company to i2China in 2020 in exchange for consulting services is accounted for under ASC 718, Compensation – Stock Compensation (see Note 8).

As of September 30, 2025, none of the warrants have been exercised nor have they expired.

7. Revenue

Revenue is recognized upon shipment of products based upon contractually stated pricing at standard payment terms within 30 to 60 days. The revenue generated by product sales is recognized at a point in time.

The Company generated revenue from sales of VELDONA Pet supplements in the Taiwan market through on-line platforms that were recognized after the expiration of right of return which was offered for a limited time. Revenue from sales through off-line distribution channels was recognized based on the amount of consideration that we expected to receive, reduced by estimates for return allowances, promotional discounts, and fees.

Nil and $106,329 of contract liabilities were recorded for the cash received in advance from customers as of September 30, 2025 and December 31, 2024, respectively.

The Company recognized the revenue from sales of VOC sensing products related to NISD co-development during the nine months ended September 30, 2025 and 2024 that was included in the contract liability balance at the beginning of each period were $112,349 and nil, offset by exchange rate fluctuation, respectively.

Return Allowances

Return allowances, which reduce revenue and cost of sales, are estimated using historical experience. Liabilities for return allowances are included in “Accrued expenses and others current liabilities.”

Variable consideration

We record revenue from customers in an amount that reflects the transaction price we expect to be entitled to after transferring control of those goods. From time to time, we offer product sales promotions such as discounts. Variable consideration is estimated at contract inception only to the extent that it is probable that a significant reversal of revenue will not occur.

8. Share-Based Compensation

2023 Stock Incentive Plan

The Company effectuated an amendment to its 2021 Stock Incentive Plan, now restated as the Company 2023 Stock Incentive Plan (the “2023 SIP” or “Plan”), which includes, among other things, a change in the number of reserved shares under the Plan. Under the 2023 SIP, subject to a change in capital structure or a change in control, the aggregate number of shares which may be issued or transferred pursuant to awards under the Plan will be equal to up to twenty percent (20%) of shares of outstanding common stock of the Company existing as of December 31^st of the previous calendar year (the “Plan Share Reserve”). Upon the effectiveness of the 2023 SIP on June 14, 2023, the aggregate number of shares which may be issued pursuant to awards under the Plan is 174,215 shares of common stock, including shares that remained available for grant under the 2021 Stock Incentive Plan. On July 19, 2024, the Company filed Form S-8 to increase the aggregate number of shares may be issued to 189,286 shares of common stock including shares that remained available for grant under the 2021 Stock Incentive Plan. On April 4, 2025, the Company filed Form S-8 to increase the aggregate number of shares that may be issued to 617,095 shares of common stock. As of September 30, 2025, 980,326 shares have been granted under the 2023 SIP.

2021 Stock Incentive Plan

On September 28, 2021, the Company’s board of directors, and on May 16, 2022, its shareholders approved the 2021 Stock Incentive Plan (the “2021 SIP”). During the period from January 1, 2023 up to the date that the prior plan was superseded by the 2023 SIP, no shares were granted under the 2021 SIP.

2021 Employee Stock Purchase Plan

On September 28, 2021, the Company’s board of directors, and on May 16, 2022, its shareholders approved the 2021 Employee Stock Purchase Plan (the “2021 ESPP”). A total of 2,000 shares of common stock have made available for issuance under the ESPP. During the period from January 1, 2024 up to the date that the prior plan was superseded by the 2023 SIP,

SEC Form 10-Q filed by Ainos Inc.