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20/20 Biolabs, Inc. registered 15,164,724 shares of common stock for resale by certain selling stockholders. This Prospectus Supplement No. 1 amends the April 9, 2026 prospectus to include the Current Report on Form 8-K filed April 28, 2026.
The Form 8-K discloses a Global Amendment dated April 23, 2026 with Streeterville Capital that reduces the exercise price of three previously issued warrants to $2.25 per share ("subject to standard adjustments for stock splits, stock dividends, recapitalizations and similar transactions"). The Amendment permits the Company to terminate the Amendment within ninety (90) days after execution upon at least two (2) trading days' written notice, during which period Streeterville may exercise the warrants at the reduced price. The filing also notes a Nasdaq listing price used in prior transactions of $11.42 and a closing Nasdaq price on April 24, 2026 of $1.64.
20/20 Biolabs filed a Prospectus Supplement to register the resale of 10,105,000 shares of common stock by certain selling stockholders. The Supplement incorporates an April 28, 2026 Form 8-K that discloses a Global Amendment with Streeterville Capital reducing the warrants' exercise price to $2.25. The cover notes the company's Nasdaq symbol AIDX and a closing share price of $1.64 on April 24, 2026.
The 8-K summarizes prior private placements with Streeterville, including secured convertible promissory notes and multiple warrants (Warrant 1, Warrant 2, Warrant 3), a February 19, 2026 issuance of series E convertible preferred stock, and the Amendment that changes warrant economics and requires a sticker update to the registration statement. The Supplement is qualified by and should be read together with the Prospectus dated April 10, 2026.
20/20 Biolabs, Inc. entered a global amendment with Streeterville Capital on April 23, 2026 that significantly reprices existing equity warrants. The amendment reduces the exercise price of three previously issued Streeterville warrants to $2.25 per share, subject to standard anti-dilution adjustments.
These warrants were originally issued alongside secured convertible promissory notes of $295,000 and $275,000, each paired with a warrant to purchase 62,500 common shares at $8.00, and a financing in which Streeterville bought 5,000 shares of series E convertible preferred stock and a warrant to purchase 3,502,627 common shares at $11.42 per share for $5,000,000. The amendment gives the company a right to terminate within 90 days on at least two trading days’ written notice, during which period Streeterville may exercise the warrants at the reduced price.
20/20 Biolabs, Inc. registered 10,105,000 shares of common stock for resale by a selling stockholder; these shares may be sold from time to time. The prospectus dated April 10, 2026 states the company will not receive proceeds from those resales or from conversion of series E preferred or the secured convertible note, but will receive funds if the selling stockholder exercises a warrant. The prospectus lists components of the 10,105,000 shares including 475,000 previously issued shares, 62,500 issuable on warrant exercise, up to 42,500 issuable on conversion of a secured convertible note, and up to 9,525,000 issuable on conversion of series E preferred stock. As of the prospectus date there were 10,480,089 shares issued and outstanding. The company’s common stock trades on Nasdaq under the symbol AIDX and the prospectus cites a last reported sale price of $1.84 on April 9, 2026.
20/20 Biolabs, Inc. registers 15,164,724 shares of common stock for resale by selling stockholders in connection with its Nasdaq direct listing. The prospectus states the resale is not underwritten and that the company will receive no proceeds from sales by the selling stockholders. As of the date of the prospectus, 10,480,089 shares were issued and outstanding.
The prospectus discloses the company’s product focus on AI-powered blood tests (OneTest for Cancer and OneTest for Longevity), recent financial results including 2025 revenues of $2,045,133 and a net loss of $3,738,821, and risk factors related to commercialization, regulatory change, and liquidity.
20/20 Biolabs, Inc. granted Chief Financial Officer Alan B. Bergman a stock option covering 100,000 shares of common stock. The option has an exercise price of $1.88 per share and expires on April 2, 2036. This is a compensation-related award, not an open-market purchase.
According to the vesting terms, 25,000 shares under the option vest on the first anniversary of the grant date, with the remaining shares vesting in equal monthly installments over the next 36 months, as long as he continues to serve the company.
20/20 Biolabs, Inc. Chief Operating Officer Zhou Jiming received a grant of stock options covering 150,000 shares of Common Stock. The options have an exercise price of $1.88 per share, were granted on April 2, 2026, and expire on April 2, 2036. Following this grant, Zhou holds 150,000 stock options directly.
20/20 Biolabs, Inc. is registering 10,105,000 shares of common stock for resale by a single selling stockholder. The registered shares include previously issued stock, shares underlying a warrant, a secured convertible note, and series E convertible preferred stock. The company will not receive proceeds from share resales or conversions, only from any exercise of the warrant. 20/20 Biolabs develops AI-powered blood tests under the OneTest brand for multi-cancer early detection and chronic inflammation, operates a shared CLIA lab accelerator, and sells BioCheck field test kits. In 2025 it generated $2.0 million of revenue but recorded a net loss of $3.7 million and ended the year with a small stockholders’ deficit.