20/20 Biolabs Inc美股招股说明书(2026-04-13版)

20/20 Biolabs, Inc. 15,164,724 Shares of Common Stock This prospectus relates to the registration for resale of up to 15,164,724 shares of our common stock by certain selling stockholders identifiedin this prospectus in connection with our direct listing on The Nasdaq Stock Market LLC, or Nasdaq. Unlike an initial public offering, theresale by the selling stockholders is not being underwritten by any investment bank. The selling stockholders may, or may not, elect to selltheir shares of common stock covered by this prospectus as and to the extent they may determine. Such sales, if any, will be made throughbrokerage transactions on Nasdaq at prevailing market prices. We will not be involved in the price setting process. For more information, seethe section titled “Plan of Distribution.” If the selling stockholders choose to sell their shares of common stock, we will not receive anyproceeds from the sale of such shares. In connection with our direct listing, our common stock began trading on The Nasdaq Capital Market under the symbol “AIDX” on February19, 2026. On April 8, 2026, the closing price of our common stock on The Nasdaq Capital Market was $1.92. We will keep this prospectus effective until the earlier of the date on which (i) all of the securities may be resold by the selling stockholderswithout registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144 under the Securities Act of 1933,as amended, or the Securities Act, without the requirement for us to be in compliance with the current public information under Rule 144 or(ii) all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. Formore information, see “Plan of Distribution.” We are an “emerging growth company,” as that term is used in the Jumpstart Our Business Startups Act of 2012, and as such, have elected tocomply with certain reduced public company reporting requirements for this prospectus and future filings. See “Prospectus Summary—Implications of Being an Emerging Growth Company” and “Risk Factors—Risks Related to Ownership of Our Common Stock.” Investing in our securities involves a high degree of risk. Before buying any securities, you should carefully read the discussion of thematerial risks of investing in our securities under the heading “Risk Factors” beginning on page 10 of this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securitiesor determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Prospectus dated April 9, 2026 TABLE OF CONTENTS Prospectus Summary1Risk Factors10Cautionary Statement Regarding Forward-Looking Statements27Use of Proceeds28Dividend Policy28Management’s Discussion and Analysis of Financial Condition and Results of Operations29Business39Management60Executive Compensation66Certain Relationships and Related Party Transactions70Principal and Selling Stockholders71Description of Capital Stock74Shares Eligible for Future Sale79Material U.S. Federal Income Tax Considerations for Non-U.S. Holders80Plan of Distribution83Legal Matters84Experts84Where You Can Find More Information84Financial StatementsF-1 You should rely only on the information that we have provided in this prospectus and any related free writing prospectus that wemay authorize to be provided to you. We have not authorized anyone to provide you with different information. No dealer,salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus or anyrelated free writing prospectus that we may authorize to be provided to you. You must not rely on any unauthorized information orrepresentation. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictionswhere it is lawful to do so. You should assume that the information in this prospectus or any related free writing prospectus isaccurate only as of the date on the front of this prospectus or any such related free writing prospectus, regardless of the time ofdelivery of this prospectus or any related free writing prospectus, or any sale of a security. INDUSTRY AND MARKET DATA We are responsible for the disclosure in this prospectus. However, this prospectus includes industry data that we obtained from marketresearch, publicly available information and industry publications. We did not fund and are not otherwise affiliated with any of the sourcescited in this prospectus. The market research, publicly available information and industry publications that we use generally state that theinformation contained therein has been obtained from sources believed to be reliable. The information therein represents the most recentlyavailable data from the relevant sources and publications and we believe remains reliable. However