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20/20 Biolabs Inc 美股招股说明书(2026年4月28日版)

2026-04-28 美股招股说明书 路仁假
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Prospectus Supplement No. 1 to Prospectus dated April 9, 2026 20/20 Biolabs, Inc. 15,164,724 Shares of Common Stock This Prospectus Supplement No. 1 (this “Supplement”) relates to the prospectus of 20/20 Biolabs, Inc., dated April 9, 2026, relating tothe registration for resale of up to 15,164,724 shares of common stock by certain selling stockholders named in such prospectus (the“Prospectus”). This Supplement should be read in conjunction with the Prospectus and is qualified by reference to the Prospectus, This Supplement is being filed to include the information set forth in the Current Report on Form 8-K filed with the Securities andExchange Commission on April 28, 2026. Our common stock is listed on The Nasdaq Capital Market under the symbol “AIDX.” On April 24, 2026, the closing price of ourcommon stock on The Nasdaq Capital Market was $1.64. We are an “emerging growth company,” as that term is used in the Jumpstart Our Business Startups Act of 2012, and as such, haveelected to comply with certain reduced public company reporting requirements for the Prospectus and future filings. See “Prospectus Investing in our securities is highly speculative and involves a significant degree of risk. See “Risk Factors” beginning on page10 of the Prospectus for a discussion of information that should be considered before making a decision to purchase oursecurities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if the Prospectus or this Supplement is truthful or complete. Any representation to the contrary is acriminal offense. The date of this Prospectus Supplement No. 1 is April 28, 2026 Securities registered pursuant to Section 12(b) of the Act: Item 1.01Entry into a Material Definitive Agreement. As previously disclosed, on November 17, 2025, 20/20 Biolabs, Inc. (the “Company”) entered into a securities purchase agreementwith Streeterville Capital, LLC (“Streeterville”), pursuant to which the Company agreed to offer and sell to Streeterville, in a privateplacement transaction, secured convertible promissory notes in the aggregate principal amount of up to $570,000 and warrants topurchase a number of shares of common stock equal to $1,000,000 divided by the lower of (i) $8.00 and (ii) the Valuation based BidPrice or Compelling Evidence-based Bid Price, as submitted by the Company and accepted by The Nasdaq Stock Market (“Nasdaq”) As previously disclosed, on November 17, 2025, the Company issued to Streeterville a secured convertible promissory note in theprincipal amount of $295,000 and a warrant to purchase 62,500 shares of common stock at an exercise price of $8.00 (subject tostandard adjustments for stock splits, stock dividends, recapitalizations and similar transactions) (“Warrant 1”) for a total purchase As previously disclosed, on February 9, 2026, the Company issued to Streeterville a secured convertible promissory note in theprincipal amount of $275,000 and a warrant to purchase 62,500 shares of common stock at an exercise price of $8.00 (subject tostandard adjustments for stock splits, stock dividends, recapitalizations and similar transactions) (“Warrant 2”) for a total purchase As previously disclosed, on November 17, 2025, the Company entered a securities purchase agreement with Streeterville, pursuant towhich the Company agreed to offer and sell to Streeterville (i) up to $40,000,000 (the “Commitment Amount”) of series E convertiblepreferred stock at a purchase price of $1,000 per share; (ii) 525,000 shares of common stock; and (iii) a warrant to purchase a number As previously disclosed, on February 19, 2026, the Company issued to Streeterville 5,000 shares of series E convertible preferredstock and a warrant to purchase 3,502,627 shares of common stock at an exercise price of $11.42 per share (subject to standardadjustments for stock splits, stock dividends, recapitalizations and similar transactions) (“Warrant 3,” and together with Warrant 1 and On April 23, 2026, the Company entered into a global amendment (the “Amendment”) with Streeterville, pursuant to which theexercise price of the Warrants was reduced to $2.25 per share (subject to standard adjustments for stock splits, stock dividends,recapitalizations and similar transactions). The Company has the right to terminate the Amendment within ninety (90) days of The foregoing summary of the terms and conditions of the Warrants and the Amendment does not purport to be complete and isqualified in its entirety by reference to the full text of those documents attached as Exhibits hereto, which are incorporated herein byreference. Item 9.01Financial Statements and Exhibits. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed onits behalf by the undersigned hereunto duly authorized. Date: April 28, 2026 GLOBAL AMENDMENT This Global Amendment (this “