Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · Other Events
Item 5.03 Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year On October 14, 2026, the board of directors (the “Board”) of Ainos, Inc., a Texas corporation (the “Company”), unanimously approved the second amended and restated bylaws (the “Restated Bylaws”) of the Company, effective immediately, which among other things, adopted a classified board structure under which the d…
Filed Oct 16, 2026Accepted Oct 16, 2026, 4:10 PM EDTCIK 1014763Accession 0001493152-26-047400
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Item 5.03Item 5.03 - Amendments to Articles/Bylaws
Item
5.03 Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year
On
October 14, 2026, the board of directors (the “Board”) of Ainos, Inc., a Texas corporation (the “Company”), unanimously
approved the second amended and restated bylaws (the “Restated Bylaws”) of the Company, effective immediately, which among
other things, adopted a classified board structure under which the directors are divided into three classes, designated as Class I, Class
II and Class III, each class consisting, as nearly equal in number as possible, of one-third of the total number of directors constituting
the entire Board.
Effective
upon the effectiveness of the Restated Bylaws, the current directors are hereby assigned to classes as follows: Class I (term expiring
at the 2026 annual meeting of shareholders): Ting-Chuan Lee, Chun-Jung Tsai, and Chung-Yi Tsai; Class II (term expiring at the 2027 annual
meeting): Yao-Chung Chiang and Pao-Sheng Wei; Class III (term expiring at the 2028 annual meeting): Chun-Hsien Tsai and Wen-Han Chang;
and that directors elected at each annual meeting thereafter to succeed the class whose term expires shall be elected for a term expiring
at the third succeeding annual meeting, and each director shall hold office until his or her successor is elected and qualified, or until
earlier death, resignation or removal.
The
foregoing description of the amendment is qualified in its entirety by reference to the full text of the Restated Bylaws of the Company, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.
The
foregoing description of the Certificate of Amendment is a summary of the material terms thereof, does not purport to be complete and
is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed with this report as Exhibit
3.1 and herein incorporated by reference.
Item 8.01Item 8.01 - Other Events
Item
8.01 Other Events.
On
the same day, the Board unanimously approved the amended Corporate Governance Policies of the Board (the “Corporate Governance
Policies”), which among other things, reflected the classified board structure disclosed above.
A
copy of the Corporate Governance Policies is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference
herein.
Filed exhibits (1)
EX-99.1 (by filename) ex99-1.htm
Exhibit
99.1
AINOS,
INC.
CORPORATE
GOVERNANCE POLICIES OF THE BOARD OF DIRECTORS
1.0 PURPOSE
OF THE POLICIES
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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 s…