Form 8-K

8-K — 20/20 Biolabs, Inc.

Accession: 0001213900-26-059526

Filed: 2026-05-20

Period: 2026-05-20

CIK: 0001139685

SIC: 8734 (SERVICES-TESTING LABORATORIES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — ea0291642-8k_2020bio.htm (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities

Exchange Act of 1934

Date of Report (Date of earliest event reported):

May 20, 2026

20/20 BIOLABS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-43128

57-2272107

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

15810 Gaither Road, Suite 235, Gaithersburg,

20877

(Address of principal executive offices)

(Zip Code)

240-453-6339

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

AIDX

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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.☐

Item 2.02 Results of Operations and Financial Condition.

On May 20, 2026, 20/20 Biolabs, Inc. (the

“Company”) issued a press release regarding its financial results for the quarter ended March 31, 2026. A copy of the

press release is furnished as Exhibit 99.1 to this report.

The information furnished with this Item 2.02,

including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,

as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing

under Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, except as expressly set forth by specific

reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description of Exhibit

99.1

Press Release issued on May 20, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

Date: May 20, 2026

20/20 BIOLABS, INC.

/s/ Jonathan Cohen

Name: Jonathan Cohen

Title: Chief Executive Officer

EX-99.1 — PRESS RELEASE ISSUED ON MAY 20, 2026

EX-99.1

Filename: ea029164201ex99-1.htm · Sequence: 2

Exhibit 99.1

20/20

BioLabs Reports First Quarter 2026 Financial Results and Recent Operational Progress

State-Funded

Firefighter Cancer Screening Programs Expected to Drive Meaningful Revenue Growth Beginning in Q2 2026

$5.0

Million Private Placement Strengthens Cash Position to $4.2 Million as of March 31, 2026

Recent

Strategic Wins Include Evexia Diagnostics Distribution Agreement, ROKIT Healthcare CKD License, and Commercial Launch of OneTest™

for Longevity

Gaithersburg,

MD - May 20, 2026 - 20/20 BioLabs, Inc. (Nasdaq: AIDX) (“20/20” or the “Company”), an early market entrant

in AI powered laboratory-based blood tests for the early detection and prevention of cancers and chronic diseases, reported its financial

and operational results for the first quarter ended March 31, 2026.

First

Quarter & Subsequent 2026 Operational Highlights

● Revenue

of $0.4 million for Q1 2026, as compared to $0.6 million for Q1 2025. The decline was primarily

due to the timing of orders from several larger customers in Q1 2026 that have ordered, or

are expected to order, in Q2 or Q3 of 2026.

● Q2

revenue is expected to benefit from Maryland fire departments seeking the Company’s

OneTest™ Multi-Cancer Early Detection (“MCED”) blood test through Maryland’s

state-funded firefighter cancer screening grant program.

● Deferred

revenue increased to approximately $0.5 million as of March 31, 2026, compared to $0.4 million

as of December 31, 2025, providing additional visibility into upcoming revenue recognition.

● Cash

and cash equivalents totaled $4.2 million as of March 31, 2026, compared to $1.0 million

as of December 31, 2025, reflecting net proceeds from the Company’s recent capital

raises.

● Subsequent

to quarter-end, the Company received notice that a second state firefighter cancer screening

program comparable in size to the Maryland program intends to use the Company’s MCED

test. If completed as expected, the program is anticipated to contribute meaningfully to

revenue in future periods. Additional details are expected to be announced in the near term.

● Commenced

trading on the Nasdaq Capital Market under the ticker symbol “AIDX” on February

19, 2026, marking 20/20’s transition to a publicly listed company.

● Completed

a $5.0 million private placement on February 19, 2026, under a preferred purchase agreement

pursuant to which up to $40.0 million in capital may be raised in multiple tranches, subject

to 20/20 meeting certain conditions.

● Entered

into an exclusive U.S. license agreement with ROKIT Healthcare to integrate advanced chronic

kidney disease (“CKD”) prediction technology into the Company’s Longevity

Test Program.

● Launched

OneTest™ for Longevity, a chronic disease risk assessment and management solution built

with IBM¹ watsonx.ai capabilities, expanding the Company’s product portfolio beyond

multi-cancer detection.

● Provided

an update on the Company’s patented protein tumor marker based, machine learning derived

MCED methodology in support of recent studies suggesting the expected value of this approach

for earlier-stage detection compared to stand-alone circulating tumor DNA based MCEDs.

● Subsequent

to quarter-end, on April 7, 2026, 20/20 was selected by Evexia Diagnostics to offer OneTest™

for Cancer through Evexia’s national network of over 40,000 healthcare practitioners.

● The

Medicare Multi-Cancer Early Detection Screening Act was signed into law on February 3, 2026,

creating a pathway for Medicare reimbursement for MCEDs by 2028.

¹IBM

is acting as an information technology provider only. IBM does not purport to be engaged in the practice of medicine or any other professional

clinical or licensed activity. IBM’s offerings are not designed or intended to constitute protocols for delivering medical care;

a substitute for professional medical advice, diagnosis, treatment or judgment; a drug, drug-adjunct technology, or drug development

tool subject to quality system requirements; or medical device as defined under the laws of any jurisdiction.

Management

Commentary

Chief

Executive Officer Jonathan Cohen commented, “The first quarter of 2026 was a transformational period for 20/20, marked by our direct

listing on the Nasdaq Capital Market, a $5.0 million private placement under a facility that may provide up to $35 million of additional

capital, and important commercial and clinical milestones across both of our OneTest™ product families.”

“We

are also executing a clear strategy to broaden distribution and product reach. In April, we were selected by Evexia Diagnostics to offer

OneTest™ for Cancer through Evexia’s national network of healthcare practitioners. In the first quarter, we launched OneTest™

for Longevity, our chronic disease risk assessment solution built with IBM¹ watsonx.ai capabilities. We are now in discussions with

ROKIT Healthcare of Korea about extending the Longevity test platform across East Asia under our recently announced license agreement

integrating their CKD prediction technology.”

“With

the Medicare Multi-Cancer Early Detection Screening Act now signed into law, we believe a clear federal pathway is emerging for MCED

reimbursement beginning in 2028. We plan to seek Medicare coverage for OneTest™ for Cancer, supported in part by outcome data from

having screened over 25,000 firefighters to date. We believe Medicare coverage would significantly expand access to OneTest™ for

Cancer and substantially increase the Company’s addressable market in the United States. Our improved capital position, expanding

product portfolio, and growing list of public- and private-sector customers position 20/20 for what we expect to be a year of significant

revenue growth and operational progress,” concluded Cohen.

Chief

Financial Alan Bergman added, “While first quarter revenue of $0.4 million was down year-over-year, the decrease was driven almost

entirely by the timing and seasonal ordering patterns of a number of our larger legacy customers, as well as the release of funds from

the State of Maryland to its fire departments. Commercial interest in and ordering of our MCED test continues to increase, and we closed

more customer agreements in Q1 2026 than in the prior-year period. Subsequent to quarter-end, we also received notice that a second state

firefighter cancer screening program comparable in size to the Maryland program intends to use our MCED test, which we expect to contribute

to revenue in future periods. Based on our current pipeline and expected fulfillment of state-funded firefighter screening orders, we

expect revenue to rebound during the second quarter and remain encouraged by the level of demand we are seeing across our core OneTest

programs.”

First

Quarter 2026 Financial Results

Total

revenue for the three months ended March 31, 2026 was $0.4 million, compared to $0.6 million in the prior year period.

Total

cost of revenue for the three months ended March 31, 2026 was $0.3 million, compared to $0.4 million in the prior year period.

Gross

profit for the three months ended March 31, 2026 was $0.1 million, compared to $0.2 million in the prior year period. Gross margin was

17.8% in Q1 2026, compared to 29.9% in the prior year period, reflecting a shift in product mix and lower absorption of fixed laboratory

costs at the lower revenue base.

Total

operating expenses for the three months ended March 31, 2026 were $1.5 million, compared to $0.9 million in the prior year period. The

increase was primarily attributable to higher sales, and general and administrative expenses associated with the Company’s transition

to a Nasdaq-listed public company. Research and development expenses were $0.2 million in Q1 2026, compared to $0.1 million in the prior

year period.

Total

other expense, net was $0.7 million for the three months ended March 31, 2026, compared to other income, net, of less than $0.1 million

in the prior year period. Total other expense, net, in the current quarter principally reflected a $0.3 million non-cash loss on issuance

of convertible notes, $0.3 million of interest expense, and a $0.1 million non-cash loss on the change in fair value of warrant liabilities.

Net

loss for the three months ended March 31, 2026 was $2.2 million, compared to $0.8 million in the prior year period.

Cash

and cash equivalents totaled $4.2 million as of March 31, 2026, compared to $1.0 million as of December 31, 2025. The increase in cash

reflected $5.0 million in gross proceeds from the Company’s February 2026 private placement of Series E convertible preferred stock,

along with proceeds from the issuance of convertible promissory notes, partially offset by cash used in operating activities and offering

costs.

About

20/20 BioLabs

20/20

BioLabs, Inc. (Nasdaq: AIDX) develops and commercializes AI-powered, laboratory-based blood tests for the early detection and prevention

of cancers and chronic diseases. The Company offers two families of lab tests under the OneTest brand. OneTest™ for Cancer is a

multi-cancer early detection (MCED) blood test, and OneTest for Longevity™ measures inflammatory biomarkers and is now commercially

available. OneTest’s affordable, accurate, accessible tests can be conveniently utilized at home using new, upper-arm capillary

collection devices that avoid painful needles. Tests are run in the Company’s College of American Pathologists (CAP) accredited,

Clinical Laboratory Improvement Amendments (CLIA) licensed laboratory in Gaithersburg, MD.

For

more information visit https://2020biolabs.com.

Forward-Looking

Statements

Certain

statements in this release are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933,

as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements involve known and unknown

risks and uncertainties and are based on the Company’s current expectations and projections about future events that it believes

may affect its financial condition, results of operations, business strategy, and financial needs. Forward-looking statements can be

identified by words such as “may,” “could,” “will,” “should,” “would,” “expect,”

“plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,”

“potential,” “project,” “continue,” or the negative of these terms or other comparable expressions.

Actual results may differ materially from those expressed or implied by such forward-looking statements. A number of factors could cause

actual results to differ materially from those contained in these forward-looking statements, including, but not limited to, the risks

described in the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”), available on the SEC’s

website at www.sec.gov, including the Company’s most recent Annual Report on Form 10-K, as well as in our other reports filed or

furnished from time to time with the SEC. The Company undertakes no obligation to publicly update or revise any forward-looking statements

to reflect events or circumstances that occur after the date of this release or to reflect the occurrence of unanticipated events, except

as required by applicable law. Although the Company believes the expectations expressed in these forward-looking statements are reasonable,

it cannot guarantee future results, and investors are cautioned that actual outcomes may differ materially from those anticipated.

Investor

Relations

Chris

Tyson

Group

Direct:

949-491-8235

AIDX@mzgroup.us

20/20

BIOLABS, INC.

CONDENSED

BALANCE SHEETS

(UNAUDITED)

March 31,

2026

December 31,

2025

Assets

Current assets:

Cash and cash equivalents

$ 4,219,099

$ 1,025,987

Accounts receivable, net

201,481

199,954

Inventory

104,523

116,217

Prepaid expenses and other current assets

175,174

128,975

Total current assets

4,700,277

1,471,133

License agreement, net

265,518

271,143

Property and equipment, net

45,187

56,677

Intangible asset, net

206,801

202,264

Right-of-use assets, net

562,507

605,289

Deferred financing costs

1,507,794

Other assets

23,057

Total assets

$ 5,803,347

$ 4,137,357

Liabilities and Stockholders’ equity

Current liabilities:

Accounts payable

$ 980,486

$ 868,545

Accrued liabilities

598,335

785,784

Accrued dividends — Series E convertible preferred stock

54,192

Deferred revenue

450,667

414,871

Derivative liability – current

143,382

Convertible note

306,716

74,611

Operating lease liability – current

189,649

175,948

Total current liabilities

2,580,045

2,463,141

Long-term liabilities:

Convertible notes payable, net

619,355

Deferred revenue – long-term

37,055

41,816

Derivative liabilities – long-term

543,545

Operating lease liability – long term

429,122

488,725

Total long-term liabilities

466,177

1,693,441

Total liabilities

3,046,222

4,156,582

Commitments and contingencies (Note 9)

Contingently redeemable convertible preferred stock:

Series E convertible preferred stock, $0.01 par value; 45,000 authorized; 5,000 and 0 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively; liquidation preference of $5,494,500

204,239

Stockholders’ equity (deficit):

Series D preferred stock, $0.01 par value; 936,329 authorized; 0 and 101,565 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

1,016

Series C preferred stock, $0.01 par value; 3,340,909 authorized; 0 and 1,204,040 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

12,040

Series B preferred stock, $0.01 par value; 3,569,405 authorized; 0 and 1,471,487 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

14,715

Series A-2 preferred stock, $0.01 par value; 800,000 authorized; 0 and 442,402 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

4,424

Series A-1 preferred stock, $0.01 par value; 978,000 authorized; 0 and 651,465 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

6,515

Series A preferred stock, $0.01 par value; 1,303,000 authorized; 0 and 846,368 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

8,464

Common stock, $0.01 par value; 50,000,000 authorized; 10,442,960 and 5,442,249 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

104,430

54,422

Additional paid-in capital

37,870,511

33,126,398

Accumulated deficit

(35,422,055 )

(33,247,219 )

Total stockholders’ (deficit) equity

2,552,886

(19,225 )

Total liabilities, contingently redeemable preferred stock and stockholders’ equity

$ 5,803,347

$ 4,137,357

20/20

BIOLABS, INC.

CONDENSED

STATEMENTS OF OPERATIONS

(UNAUDITED)

Three Months Ended March 31,

2026

2025

Revenues

$ 353,375

$ 553,820

Cost of revenues

290,491

388,025

Gross profit

62,884

165,795

Operating expenses:

Sales, general and administrative

1,352,758

801,144

Research and development

153,482

136,831

Total operating expenses

1,506,240

937,975

Operating loss

(1,443,356 )

(772,180 )

Other (expense) income:

Interest expense

(267,008 )

(740 )

Interest income

6,653

8,458

Loss on change in fair value of warrant liability

(148,766 )

Loss on issuance of convertible note

(322,359 )

Other expense, net

(115 )

Total other (expense) income

(731,480 )

7,603

Provision for income taxes

Net loss

(2,174,836 )

(764,577 )

Dividend on preferred stock

54,192

Net loss attributable to common stockholders

$ (2,120,644 )

$ (764,577 )

Basic and diluted net loss per common share

$ (0.28 )

$ (0.16 )

Weighted-average common shares outstanding, basic and diluted

7,657,229

4,823,125

20/20

BIOLABS, INC.

CONDENSED

STATEMENTS OF CASH FLOWS

(UNAUDITED)

Three Months Ended March 31,

2026

2025

CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss

$ (2,174,836 )

$ (764,577 )

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization

12,306

17,825

Stock based compensation

128,440

129,650

Amortization of license fees

5,625

Amortization of right-of-use assets, net of liabilities

(3,120 )

(1,838 )

Amortization of debt discount

240,370

Issuance of shares for services

100,000

Change in fair value of derivative liability

148,766

Loss on issuance of convertible note

322,359

Changes in operating assets and liabilities:

Accounts receivable

(1,527 )

5,610

Inventory

11,694

(20,866 )

Prepaid expenses and other assets

(46,199 )

(64,259 )

Accounts payable

111,941

111,092

Accrued liabilities

(202,448 )

129,413

Interest payable

26,634

740

Deferred revenue

31,035

(36,708 )

Net cash used in operating activities

(1,288,960 )

(488,293 )

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchases of intangible assets, including patents

(5,354 )

Net cash used in investing activities

(5,354 )

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from issuance of convertible notes payable

250,000

70,000

Proceeds from issuance of Series D preferred stock

192,338

Proceeds from issuance of Series E preferred stock

5,000,000

Offering costs

(762,574 )

Net cash provided by financing activities

4,487,426

262,338

Increase (decrease) in cash and cash equivalents

3,193,112

(225,955 )

Cash and cash equivalents, beginning of year

1,025,987

1,784,009

Cash and cash equivalents, end of year

$ 4,219,099

$ 1,558,054

Supplemental disclosures of cash flow information:

Cash paid for interest

$ -

Cash paid for income taxes

$ -

Non-cash disclosures of cash flow information:

Conversion of preferred stock to common stock

$ 47,174

$ -

Deferred offering costs – issuance of common stock and warrants as offering costs

$ 3,654,057

$ -

Accrued dividends on Series E preferred stock

$ 54,192

$ -

Derivative liabilities recognized as debt discounts

$ 541,199

$ -

Derivative liabilities reclassified to equity

$ 1,361,306

$ -

Conversion of convertible notes payable and accrued interest to common stock

$ 834,812

$ -

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Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

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Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

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Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

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Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

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Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

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Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

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Namespace Prefix:

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Data Type:

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