20/20 Biolabs (AIDX) boosts cancer-test revenue as losses and cash needs rise
20/20 Biolabs, Inc. reported higher Q2 2026 revenues but significantly larger losses. Revenue for the quarter was $730,571, up 36.5% year over year, driven mainly by strong growth in OneTest sales, particularly from Maryland firefighter cancer screening programs. Q2 gross margin improved to 41.71% from 30.51% as lab fixed costs were leveraged over higher volumes.
For the six months ended June 30, 2026, revenue was $1,083,946, roughly flat with 2025, while the net loss widened to $3,681,180 from $1,605,511 due to higher public-company and listing-related expenses, increased research and development, and financing-related costs including interest and derivative losses. Cash and cash equivalents rose to $4,546,140, supported by a $6 million Series E preferred private placement and new convertible debt, giving working capital of $2,524,386.
Management notes recent operating losses are expected to continue near term and states that if additional capital cannot be obtained, operations could cease, indicating going concern uncertainty despite the recent capital raises. Capital structure became more complex, with legacy preferred shares and convertible notes converted into common stock and 5,228 shares of Series E convertible preferred stock outstanding plus 3.66 million warrants.
Positive
- Q2 2026 revenue grew 36.54% year over year to $730,571, driven mainly by OneTest, whose sales increased 47.08% as firefighter cancer-screening demand expanded.
- Gross margin improved from 30.51% to 41.71% in Q2 2026 as higher testing volumes better absorbed fixed laboratory costs, increasing gross profit to $304,727.
- Liquidity strengthened with cash and equivalents rising to $4,546,140 and working capital to $2,524,386, supported by a $6,000,000 Series E preferred raise and additional financing.
Negative
- Net loss more than doubled for the six months to $3,681,180 from $1,605,511, driven by sharply higher SG&A, R&D, and financing-related expenses.
- The company discloses going concern risk, stating continued losses and dependence on external capital mean failure to raise funds could force it to cease operations.
- Operating costs surged: six‑month sales, general and administrative expenses rose 63.62% to $2,644,076, while R&D increased 24.22% to $411,114 despite flat revenue.
- Complex financing with Series E preferred stock and 3.66 million warrants adds dilution overhang and produced a $1,124,676 deemed dividend from warrant repricing and significant derivative-related losses.
Filing Explained
Series E remains senior and convertible, with common-share issuance continuing through July 9 while a 120-day standstill temporarily limits further conversions.
Form 10-Q is the unaudited quarterly report; this filing reports that 20/20 Biolabs had issued Series E convertible preferred stock and had completed conversions into common stock through June 30, 2026.
As of
Each Series E share can be converted at the holder’s option using a formula tied to the lower of
As of
Key Figures
Key Terms
Series E convertible preferred stock financial
going concern financial
derivative liability financial
original issue discount financial
most favored nation provision financial
standstill agreement financial
FAQ
How did 20/20 Biolabs (AIDX) perform financially in Q2 2026?
What were 20/20 Biolabs' (AIDX) results for the first half of 2026?
What is 20/20 Biolabs' (AIDX) liquidity position as of June 30, 2026?
Does 20/20 Biolabs (AIDX) face going concern risks?
How are OneTest and other products performing for 20/20 Biolabs (AIDX)?
What new financing and capital structure changes did 20/20 Biolabs (AIDX) report?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10−Q
(Mark One)
For the quarterly period ended:
or
For the transition period from ____________ to _____________
Commission File Number:
| (Exact name of registrant as specified in its charter) |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
|
| (Address of principal executive offices) | (Zip Code) |
| (Registrant’s telephone number, including area code) |
| N/A |
| (Former name, former address and former fiscal year, if changed since last report) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| 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.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of August 14, 2026, there were
20/20 Biolabs, Inc.
Quarterly Report on Form 10-Q
Period Ended June 30, 2026
TABLE OF CONTENTS
| PART I FINANCIAL INFORMATION | |
| Item 1. Financial Statements | 1 |
| Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 2 |
| Item 3. Quantitative and Qualitative Disclosures About Market Risk | 9 |
| Item 4. Controls and Procedures | 9 |
| PART II OTHER INFORMATION | |
| Item 1. Legal Proceedings | 11 |
| Item 1A. Risk Factors | 11 |
| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 11 |
| Item 3. Defaults Upon Senior Securities | 11 |
| Item 4. Mine Safety Disclosures | 11 |
| Item 5. Other Information | 11 |
| Item 6. Exhibits | 12 |
i
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
20/20 BIOLABS, INC.
UNAUDITED CONDENSED FINANCIAL STATEMENTS
| Page | ||
| Condensed Balance Sheets as of June 30, 2026 and December 31, 2025 (unaudited) | F-1 | |
| Condensed Statements of Operations for the Three and Six Months Ended June 30, 2026 and 2025 (unaudited) | F-2 | |
| Condensed Statements of Stockholders’ Equity (Deficit) for the Three and Six Months Ended June 30, 2026 and 2025 (unaudited) | F-3 | |
| Condensed Statements of Cash Flows for the Six Months Ended June 30, 2026 and 2025 (unaudited) | F-5 | |
| Notes to Unaudited Condensed Financial Statements | F-6 |
1
20/20 BIOLABS, INC.
CONDENSED BALANCE SHEETS
(UNAUDITED)
June 30, 2026 |
December 31, 2025 |
|||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Inventory | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| License agreement, net | ||||||||
| Property and equipment, net | ||||||||
| Intangible asset, net | ||||||||
| Right-of-use assets, net | ||||||||
| Deferred financing costs | - | |||||||
| Other assets | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and Stockholders’ Equity (Deficit) | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued liabilities | ||||||||
| Accrued dividends – Series E convertible preferred stock | - | |||||||
| Deferred revenue – current | ||||||||
| Derivative liability – current | - | |||||||
| Convertible notes payable – current | - | |||||||
| Operating lease liability – current | ||||||||
| Total current liabilities | ||||||||
| Long-term liabilities: | ||||||||
| Convertible notes payable, net | - | |||||||
| Deferred revenue – long-term | ||||||||
| Derivative liabilities – long-term | - | |||||||
| Operating lease liability – long term | ||||||||
| Total long-term liabilities | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies (Note 9) | - | - | ||||||
| Contingently redeemable convertible preferred stock: | ||||||||
| Series E convertible preferred stock, $ | - | |||||||
| Stockholders’ equity (deficit): | ||||||||
| Series D preferred stock, $ | - | |||||||
| Series C preferred stock, $ | - | |||||||
| Series B preferred stock, $ | - | |||||||
| Series A-2 preferred stock, $ | - | |||||||
| Series A-1 preferred stock, $ | - | |||||||
| Series A preferred stock, $ | - | |||||||
| Common stock, $ | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ equity (deficit) | ( | ) | ||||||
| Total liabilities, contingently redeemable preferred stock and stockholders’ equity (deficit) | $ | $ | ||||||
See accompanying notes to the condensed financial statements
F-1
20/20 BIOLABS, INC.
CONDENSED STATEMENTS OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025
(UNAUDITED)
| Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Cost of revenues | ||||||||||||||||
| Gross profit | ||||||||||||||||
| Operating expenses: | ||||||||||||||||
| Sales, general and administrative | ||||||||||||||||
| Research and development | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Operating loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other (expense) income: | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Interest income | ||||||||||||||||
| Loss on change in fair value of warrant liability | - | - | ( | ) | - | |||||||||||
| Loss on issuance of convertible note | ( | ) | - | ( | ) | - | ||||||||||
| Other expense, net | ( | ) | - | ( | ) | ( | ) | |||||||||
| Total other (expense) income | ( | ) | ( | ) | ||||||||||||
| Provision for income taxes | - | - | - | - | ||||||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Deemed dividend on warrant modifications | ( | ) | - | ( | ) | - | ||||||||||
| Preferred stock dividends | ( | ) | - | ( | ) | - | ||||||||||
| Net loss attributable to common stockholders | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Basic and diluted net loss per common share | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted-average common shares outstanding, basic and diluted | ||||||||||||||||
See accompanying notes to the condensed financial statements
F-2
20/20 BIOLABS, INC.
CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025
(UNAUDITED)
| Series D Preferred Stock |
Series C Preferred Stock |
Series B Preferred Stock |
Series A-2 Preferred Stock |
Series A-1 Preferred Stock |
Series A Preferred Stock |
Common Stock | Additional Paid-in | Accumulated | Total Stockholders’ Equity |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | (Deficit) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2025 | $ | $ | $ | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock option expense | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of series A preferred stock | - | - | - | - | - | - | - | - | - | ( | ) | ( | ) | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of series A-1 preferred stock | - | - | - | - | - | - | - | ( | ) | ( | ) | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of series A-2 preferred stock | - | - | - | - | - | ( | ) | ( | ) | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of series B preferred stock | - | - | - | ( | ) | ( | ) | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of series C preferred stock | - | - | ( | ) | ( | ) | - | - | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of series D preferred stock | ( | ) | ( | ) | - | - | - | - | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of convertible debt to common stock | - | - | - | - | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Reclassification of derivative instruments | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock for services | - | - | - | - | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock warrants issued as debt discount costs | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of warrants in connection with issuance of series E convertible preferred stock | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Offering costs in connection with issuance of series E convertible preferred stock | - | - | - | - | - | - | - | - | - | - | - | - | ( | ) | - | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Accrued dividends on series E convertible preferred stock | - | - | - | - | - | - | - | - | - | - | - | - | - | - | ( | ) | - | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2026 | - | - | - | - | - | - | - | - | - | - | - | - | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock option expense | - | - | - | - | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of series E convertible preferred stock | - | - | - | - | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock for services | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accrued dividends on series E convertible preferred stock | - | - | - | - | - | - | - | - | - | - | - | - | - | - | ( | ) | - | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Deemed dividend on warrant modifications of $ | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, June 30,2026 | - | $ | - | - | $ | - | - | $ | - | - | $ | - | - | $ | - | - | $ | - | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||||||||||||||||||
F-3
20/20 BIOLABS, INC.
CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025
(UNAUDITED)
| Series D Preferred Stock |
Series C Preferred Stock |
Series B Preferred Stock |
Series A-2 Preferred Stock |
Series A-1 Preferred Stock |
Series A Preferred Stock |
Common Stock | Additional Paid-in | Subscription | Accumulated | Total Stockholders’ Equity |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Capital | Receivable | Deficit | (Deficit) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock option expense | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of series D preferred | - | - | - | - | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2025 | $ | $ | $ | $ | $ | $ | $ | $ | $ | - | $ | ( | ) | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock option expense | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance June 30, 2025 | $ | $ | $ | $ | $ | $ | $ | $ | $ | - | $ | ( | ) | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
See accompanying notes to the condensed financial statements
F-4
20/20 BIOLABS, INC.
CONDENSED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025
(UNAUDITED)
| Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Stock based compensation | ||||||||
| Amortization of license fees | ||||||||
| Issuance of common stock for services | - | |||||||
| Loss on issuance of convertible note | - | |||||||
| Amortization of right-of-use assets, net of liabilities | ( | ) | ( | ) | ||||
| Amortization of debt discount | - | |||||||
| Change in fair value of derivative liability | - | |||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ( | ) | ||||
| Inventory | ( | ) | ||||||
| Prepaid expenses and other assets | ||||||||
| Accounts payable | ||||||||
| Accrued liabilities | ( | ) | ||||||
| Deferred revenue | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Purchases of intangible assets, including patents | ( | ) | - | |||||
| License agreement | ( | ) | - | |||||
| Net cash used in investing activities | ( | ) | - | |||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from issuance of convertible notes payable | ||||||||
| Proceeds from issuance of series D preferred stock | - | |||||||
| Proceeds from issuance of series E convertible preferred stock | - | |||||||
| Offering costs | ( | ) | - | |||||
| Net cash provided by financing activities | ||||||||
| Increase (decrease) in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents, beginning of period | ||||||||
| Cash and cash equivalents, end of period | $ | $ | ||||||
| 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 | $ | $ | - | |||||
| Deferred offering costs – issuance of common stock and warrants as offering costs | $ | $ | - | |||||
| Accrued dividends on series E convertible preferred stock | $ | $ | - | |||||
| Deemed dividend on warrant modifications | $ | $ | - | |||||
| Issuance of preferred stock for dividends on series E convertible preferred stock | $ | $ | - | |||||
| Derivative liabilities recognized as debt discounts | $ | $ | - | |||||
| Derivative liabilities reclassified to equity | $ | $ | - | |||||
| Conversion of convertible notes payable and accrued interest to common stock | $ | $ | - | |||||
| Conversion of convertible notes payable and accrued interest to Series E Preferred | $ | $ | - | |||||
See accompanying notes to the condensed financial statements
F-5
20/20 BIOLABS, INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2026
NOTE 1—BASIS OF PRESENTATION AND OTHER INFORMATION
The accompanying unaudited condensed financial statements of 20/20 Biolabs, Inc. (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Regulation S-X. They do not include all the information and footnotes required by GAAP for complete financial statements. The December 31, 2025 balance sheet data was derived from audited financial statements but do not include all disclosures required by GAAP. The unaudited condensed financial statements should be read in conjunction with those financial statements included in the Company’s Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2026 (the “Form 10-K”). In the opinion of management, all adjustments considered necessary for a fair presentation of the financial statements, consisting solely of normal recurring adjustments, have been made. Operating results for the six months ended June 30, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026.
Significant Accounting Policies
The Company’s significant accounting policies are disclosed in the audited financial statements as of and for the year ended December 31, 2025, and notes thereto, which are included in the Form 10-K. Since the date of those financial statements, there have been no material changes to significant accounting policies, with the exception of the following:
Preferred Stock – The Company’s series E convertible preferred stock is recorded outside of stockholders’ equity (deficit) because, in the event of certain deemed liquidation events, which are events that are not considered solely within the Company’s control, the series E convertible preferred stock will become redeemable.
Warrants – Warrants are accounted for as either equity or liability-classified based on ASC 480, Distinguishing Liabilities from Equity.” and ASC 815, Derivatives and Hedging. The warrant described in Note 10 is classified as equity and has been included in additional paid-in capital within stockholders’ equity (deficit).
Basic and Diluted Loss Per Share
Basic and Diluted Loss Per Share
The Company follows ASC 260, Earnings per Share, in computing earnings per share. Basic net income (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net income (loss) per share is computed by dividing net income (loss) available to common stockholders, adjusted for the effect of potentially dilutive securities, if applicable, by the weighted-average number of common shares outstanding plus the effect of potentially dilutive securities.
Potential common shares include shares issuable upon the exercise of stock options and warrants and the conversion of convertible notes and preferred stock. The dilutive effect of stock options and warrants is generally determined using the treasury stock method, while the dilutive effect of convertible securities is generally determined using the if-converted method. Potential common shares are excluded from the computation of diluted net income (loss) per share when their effect is anti-dilutive.
The following tables present the weighted-average common shares used in the computation of basic and diluted net loss per share for the three and six months ended June 30, 2026 and 2025, and the potentially dilutive securities excluded from the computation of diluted net loss per share because their inclusion would have been anti-dilutive.
| For the Three Months Ending June 30, | For the Six Months Ending June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Weighted-average common shares outstanding used in calculating basic earnings per share | ||||||||||||||||
| Effect of dilutive securities | - | - | - | - | ||||||||||||
| Weighted average common shares used in calculating diluted earnings per share | ||||||||||||||||
F-6
20/20 BIOLABS, INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2026
Because the Company incurred a net loss for each period presented, all potentially dilutive securities were excluded from the computation of diluted net loss per share because their effect was anti-dilutive.
| For the Three Months Ending June 30, | For the Six Months Ending June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Because the Company incurred a net loss, the following potentially dilutive securities would be anti-dilutive and therefore are excluded from the computation of diluted EPS: | ||||||||||||||||
| Warrants to purchase Common Stock | ||||||||||||||||
| Options to purchase Common Stock | ||||||||||||||||
| Series E Preferred Stock | - | - | ||||||||||||||
| Series D Preferred Stock | - | - | ||||||||||||||
| Series C Preferred Stock | - | - | ||||||||||||||
| Series B Preferred Stock | - | - | ||||||||||||||
| Series A-2 Preferred Stock | - | - | ||||||||||||||
| Series A-1 Preferred Stock | - | - | ||||||||||||||
| Series A Preferred Stock | - | - | ||||||||||||||
| Total potential common shares excluded | ||||||||||||||||
Recent Accounting Pronouncements
From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s financial position or results of operations upon adoption.
In November 2024, the FASB issued the ASC 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-04) Disaggregation of Income Statement Expenses, which requires additional disclosure of the nature of expenses included in the income statement in response to requests from investors for more information about an entity’s expenses. The new standard requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as disclosures about selling expenses. The guidance is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods within annual reporting periods beginning after December 15, 2027. The requirements will be applied prospectively with the option for retrospective application. Early adoption is permitted. The Company is currently evaluating the impact this new guidance will have on its financial statements and disclosures.
NOTE 2—LIQUIDITY AND GOING CONCERN ASSESSMENT
Management assesses liquidity and going concern uncertainty in the Company’s condensed financial statements to determine whether there is sufficient cash on hand and working capital, including available borrowings on loans, to operate for a period of at least one year from the date the financial statements are issued, which is referred to as the “look-forward period,” as defined in GAAP. As part of this assessment, based on conditions that are known and reasonably knowable to management, management considered various scenarios, forecasts, projections, estimates and made certain key assumptions, including the timing and nature of projected cash expenditures or programs, its ability to delay or curtail expenditures or programs and its ability to raise additional capital, if necessary, among other factors. Based on this assessment, management made certain assumptions around implementing curtailments or delays in the nature and timing of programs and expenditures to the extent it deems probable those implementations can be achieved and management has the proper authority to execute them within the look-forward period.
F-7
20/20 BIOLABS, INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2026
As of June 30, 2026, the Company had cash and cash equivalents of $
The Company has incurred recent operating losses, which management anticipates may continue in the near term. To support ongoing operations and liquidity needs, the Company has raised additional funding through a private placement of $
The accompanying condensed financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The accompanying condensed financial statements do not include any adjustments relating to the recoverability and classification of assets and their carrying amounts, or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern. If the Company is unable to obtain adequate capital, it could be forced to cease operations.
NOTE 3—DISAGGREGATION OF REVENUE AND CONTRACT LIABILITIES
Disaggregated Revenue
The Company disaggregates revenue from contracts with customers by contract type, as it believes it best depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.
| Three Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Revenues | ||||||||
| OneTest | $ | $ | ||||||
| BioCheck | ||||||||
| CLIAx | - | |||||||
| Total revenues | $ | $ | ||||||
| Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Revenues | ||||||||
| OneTest | $ | $ | ||||||
| BioCheck | ||||||||
| CLIAx | ||||||||
| Total revenues | $ | $ | ||||||
F-8
20/20 BIOLABS, INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2026
Contract Liabilities
Deferred revenue represents contract liabilities that are recorded when cash payments are received or are due in advance of the Company’s satisfaction of performance obligations. The deferred revenue as of June 30, 2026 and December 31, 2025 was $
The following table provides information about contract liabilities from contracts with customers as of June 30, 2026 and December 31, 2025.
| June 30, 2026 | December 31, 2025 | |||||||
| OneTest ‒ commercial clients | $ | $ | ||||||
| OneTest ‒ individuals | ||||||||
| Royalty | ||||||||
| Total deferred revenue | $ | $ | ||||||
| Less current portion | ( | ) | ( | ) | ||||
| Long-term deferred revenue | $ | |||||||
Significant changes in the contract liabilities balance during the six months ended June 30, 2026 are as follows:
| Contract Liabilities | ||||
| Balance, December 31, 2025 | $ | |||
| Non-cancelable contracts with customers entered during the period | ||||
| Revenue recognized related to non-cancelable contracts with customers during the period | ( | ) | ||
| Balance, June 30, 2026 | $ | |||
NOTE 4—PROPERTY AND EQUIPMENT
Property and equipment as of June 30, 2026 and December 31, 2025 consisted of the following:
| June 30, 2026 | December 31, 2025 | |||||||
| Office equipment | $ | $ | ||||||
| Furniture and fixtures | ||||||||
| Laboratory equipment | ||||||||
| Vehicles | ||||||||
| Leasehold improvements | ||||||||
| Total property and equipment | ||||||||
| Less accumulated depreciation | ( | ) | ( | ) | ||||
| $ | $ | |||||||
Depreciation expense for the three months ended June 30, 2026 and 2025 was $
Depreciation expense for the six months ended June 30, 2026 and 2025 was $
NOTE 5—INTANGIBLE ASSETS
Intangible assets as of June 30, 2026 and December 31, 2025 consisted of the following:
| June 30, 2026 | December 31, 2025 | |||||||
| Issued patents (amortized) | $ | $ | ||||||
| Unissued patents (unamortized) | ||||||||
| Software development costs | ||||||||
| Total patents | ||||||||
| Less accumulated amortization | ( | ) | ( | ) | ||||
| $ | $ | |||||||
Amortization expense for intangible assets for the three months ended June 30, 2026 and 2025 was $
F-9
20/20 BIOLABS, INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2026
NOTE 6—OPERATING LEASES
The following was included in the condensed balance sheets at June 30, 2026 and December 31, 2025:
| June 30, 2026 | December 31, 2025 | |||||||
| Operating lease right-of-use lease asset | $ | $ | ||||||
| Accumulated amortization | ( | ) | ( | ) | ||||
| Net balance | $ | $ | ||||||
| Operating lease liability, current | ||||||||
| Operating lease liability, long-term | ||||||||
| Total operating lease liabilities | $ | $ | ||||||
| Weighted Average Remaining Lease Term – operating leases | ||||||||
| Weighted Average Discount Rate – operating leases | % | % | ||||||
Future minimum lease payments under operating leases as of June 30, 2026 were as follows:
| 2026 (remaining) | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| Total lease payments | ||||
| Less imputed interest | ( | ) | ||
| Maturities of lease liabilities | $ |
Lease expense for the three ended June 30, 2026 and 2025 amounted to $
NOTE 7—CONVERTIBLE NOTES PAYABLE
Convertible Promissory Notes – Private Placement
On February 19, 2026, all principal and accrued interest in the aggregate amount of $
Convertible Promissory Notes – Equity Crowdfunding
On February 25, 2026, all principal and accrued interest in the aggregate amount of $
Secured Convertible Promissory Notes
On November 17, 2025, the Company entered into a securities purchase agreement (the “Note Purchase Agreement”) with Streeterville Capital, LLC (“Streeterville”), pursuant to which the Company agreed to offer and sell to Streeterville, in a private placement transaction, secured convertible promissory notes in the aggregate principal amount of up to $
F-10
20/20 BIOLABS, INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2026
On November 17, 2025, the Company issued to Streeterville a secured convertible promissory note in the principal amount of $
On February 9, 2026, the Company issued to Streeterville a secured convertible promissory note in the principal amount of $
These notes carried an original issue discount of $
On April 10, 2026, all principal of $
The Company recorded detachable warrants as a derivative liability of $
The warrants may be exercised at any time on or after February 19, 2026 and until February 28, 2027 at an initial exercise price of $
In connection with the issuance of the note on November 17, 2025, the Company issued a placement agent warrant to Maxim Partners LLC (“Maxim”) to purchase
NOTE 8—DERIVATIVE LIABILITIES
Issuance and revaluation of warrants
The fair value of the warrant-related derivative liabilities for the issuance and subsequent remeasurement was determined using the Black-Scholes option pricing model, a market-based valuation technique that incorporates significant unobservable inputs:
| Volatility | % | |||
| Risk-free interest rate | % | |||
| Dividend yield | % | |||
| Expected term |
Convertible debt conversion feature
The fair value of the derivative liabilities associated with the conversion features was determined using a valuation methodology that considered the holders’ most beneficial conversion amount based on the contractual conversion terms and the market value of the Company’s common stock at the applicable measurement or conversion date.
See Note 7 for further details regarding the Company’s convertible notes and warrant issuances.
F-11
20/20 BIOLABS, INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2026
The following table provides a roll-forward of changes for financial instruments measured at fair value on a recurring basis for the six months ended June 30, 2026:
| Amount | ||||
| Fair value at December 31, 2025 | $ | |||
| Derivative liability – issuance of warrants | ||||
| Derivative liability – convertible debt conversion feature | ||||
| Conversion of debt to equity | ( | ) | ||
| Reclassification to additional paid-in capital upon equity classification | ( | ) | ||
| Fair value adjustment to derivative liability – issuance of warrants and conversion feature | ||||
| Fair value at June 30, 2026 | $ | - | ||
NOTE 9—COMMITMENTS AND CONTINGENCIES
License Agreements
License agreements as of June 30, 2026 and December 31, 2025 consisted of the following:
| June 30, 2026 | December 31, 2025 | |||||||
| License agreements | $ | $ | 450,008 | |||||
| Total license agreements | ||||||||
| Less accumulated amortization | ( | ) | ( | ) | ||||
| $ | $ | |||||||
NOTE 10—CAPITAL STOCK
General
On November 17, 2025, the Company entered a securities purchase agreement (the “Preferred Purchase Agreement”) with Streeterville, pursuant to which the Company agreed to offer and sell to Streeterville (i) up to $
The Preferred Purchase Agreement provides for closings in multiple tranches. At the first closing, which occurred on November 17, 2025, the Company issued the Commitment Shares and the Pre-Delivery Shares to Streeterville for a purchase price of $
The gross proceeds of $
F-12
20/20 BIOLABS, INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2026
On June 16, 2026, the Company completed a third closing under the Preferred Purchase Agreement and issued
Pursuant to the Preferred Purchase Agreement, the Company shall have the right, at any time after the earlier of: (i) Streeterville owning
The Preferred Purchase Agreement also includes other customary representations, warranties and covenants, including a most favored nation provision, which provides that, so long as Streeterville owns any shares of series E convertible preferred stock or the warrant, upon the Company’s issuance of any security with any term or condition more favorable to the holder of such security or with a term in favor of the holder of such security that was not similarly provided to Streeterville in the Transaction Documents (as defined in the Preferred Purchase Agreement), then the Company shall notify Streeterville of such additional or more favorable term, which notice may be provided by means of a current report on Form 8-K or other filing with the SEC, and such term, at Streeterville’s option, shall become a part of the Transaction Documents for the benefit of Streeterville. The types of terms contained in another security that may be more favorable to the holder of such security include, but are not limited to, terms addressing fixed purchase prices, conversion discounts, conversion lookback periods, interest rates/preferred return rates, dividend rights, original issue discounts, floor prices, conversion prices, anti-dilution protection and exercise prices. Notwithstanding the foregoing, this provision shall not apply to certain exempt issuances set forth in the Preferred Purchase Agreement or to the issuance of debt securities.
Redeemable Preferred Stock
Series E Convertible Preferred Stock
On February 13, 2026, the Company filed a certificate of designation (the “Certificate of Designation”) with the Delaware Secretary of State to establish the rights and preferences of the Company’s series E convertible preferred stock. The following is a summary of the terms of the series E convertible preferred stock.
The Company recognizes the series E convertible preferred stock as mezzanine equity in accordance with ASC 480, Distinguishing Liabilities from Equity.
Number and Stated Value. Pursuant to the Certificate of Designation, the Company designated
Ranking. The series E convertible preferred stock ranks senior to all classes of the Company’s capital stock, including the common stock, with respect to preferences as to dividends, distributions and payments upon the liquidation, dissolution and winding up of the Company. Without the prior express written consent of the holders of at least a majority of the outstanding shares of series E convertible preferred stock, voting separately as a single class, the Company shall not authorize or issue any additional or other shares of capital stock that is of senior or pari passu rank to the series E convertible preferred stock in respect of preferences as to dividends, distributions and payments upon the liquidation, dissolution and winding up of the Company.
Dividend Rights. Each share of series E convertible preferred stock shall accrue a rate of return on the Stated Value at a rate of
F-13
20/20 BIOLABS, INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2026
Liquidation Rights. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company or a Deemed Liquidation Event (as defined in the Certificate of Designation), each share of series E convertible preferred stock shall be entitled to be paid out of the assets of the Company available for distribution to its stockholders, before any payment shall be made to the holders of junior securities, an amount per share of series E convertible preferred stock equal to the Stated Value at such time, plus any accrued and unpaid Preferred Return (the “Series E Preferred Liquidation Amount”). If upon any such liquidation, dissolution or winding up or Deemed Liquidation Event, the Company’s assets available for distribution to stockholders shall be insufficient to pay the Series E Preferred Liquidation Amount, the holders of the series E convertible preferred stock shall share ratably in any distribution of the assets available for distribution in proportion to the respective amounts which would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full.
Voting Rights. The holders of the series E convertible preferred stock shall not have any voting rights and shall not vote on any matter submitted to the holders of common stock, or any class thereof, for a vote; provided that, the Company shall not amend or repeal the Certificate of Designation without the prior written consent of the holders of at least a majority of the outstanding shares of series E convertible preferred stock, voting separately as a single class, and any such act or transaction entered into without such vote or consent shall be null and void ab initio, and of no force or effect.
Conversion Rights. Each share of series E convertible preferred stock will be convertible at any time at the option of the holder into a number of shares of common stock determined by dividing the Stated Value of the shares being converted by a conversion price equal to the lower of $
Redemption Rights. At any time after the date that is six (
The Certificate of Designation also includes customary covenants and events of default, including a covenant that the Company will not, without the prior written consent of the holders of at least a majority of the outstanding shares of series E convertible preferred stock: (i) issue, incur or guaranty any debt or additional Liabilities (as defined in the Certificate of Designation) other than (a) trade payables incurred in the ordinary course of business, (b) indebtedness or Liabilities incurred pursuant to equipment leases, purchase money financings, or capital leases entered into in the ordinary course of business, (c) indebtedness or Liabilities incurred in connection with bona fide commercial banking or credit card arrangements on customary terms, or (d) intercompany indebtedness; or (ii) issue (a) any shares of common stock, preferred stock or any option, warrant, or right to subscribe for, acquire or purchase shares of common stock or preferred stock, or (b) any securities that are convertible into or exchangeable for shares of common stock or any class or series of preferred stock, subject to certain exceptions set forth in the Certificate of Designation.
On April 1, 2026, the Company issued
During the six months ended June 30, 2026, Streeterville converted an aggregate of
As of June 30, 2026, there were
F-14
20/20 BIOLABS, INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2026
Non-Redeemable Preferred Stock
Conversion of Preferred Stock
On February 19, 2026, all outstanding shares of the Company’s series A preferred stock, series A-1 preferred stock, series A-2 preferred stock, series B preferred stock, series C preferred stock and series D preferred stock were converted into an equivalent number of shares of common stock.
Common Stock
On February 19, 2026, the Company issued (i)
On February 19, 2026, the Company issued
On February 19, 2026, the Company issued
On February 25, 2026, the Company issued
During the six months ended June 30, 2026, the Company issued
As of June 30, 2026 and December 31, 2025, there were
Stock Options
On March 3, 2026, the Company issued a non-qualified stock option under the Company’s 2022 Stock Incentive Plan for the purchase of
On April 2, 2026, the Company issued (i) a non-qualified stock option under the Company’s 2022 Stock Incentive Plan for the purchase of
During the six months ended June 30, 2026 and 2025, the Company recorded stock-based compensation of $
F-15
20/20 BIOLABS, INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2026
A summary of the Company’s non-qualified stock option activity is as follows:
| Total Options | Weighted Average Exercise Price Per Share | Total Weighted Average Remaining Contractual Life | ||||||||||
| Options outstanding, December 31, 2025 | $ | |||||||||||
| Granted | ||||||||||||
| Exercised | - | - | - | |||||||||
| Forfeited | - | - | - | |||||||||
| Expired | - | - | - | |||||||||
| Options outstanding, June 30, 2026 | $ | |||||||||||
| Options exercisable, June 30, 2026 | $ | |||||||||||
The Company recognizes compensation expense for stock option awards on a straight-line basis over the applicable service period of the award.
| Exercise price | $ | |||
| Share price | $ | |||
| Volatility | % | |||
| Risk-free interest rate | % | |||
| Dividend yield | ||||
| Expected term |
Warrants
On February 9, 2026, the Company issued a warrant to purchase
On February 9, 2026, the Company issued a
On February 19, 2026, the Company issued a warrant to purchase
On February 19, 2026, the Company issued a
On April 23, 2026, the Company entered into the Global Amendment, pursuant to which the exercise price of the warrants issued to Streeterville on November 17, 2025, February 9, 2026 and February 16, 2026 (see Note 10) was reduced to $
The Company evaluated the warrant modification in accordance with ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity, the accounting guidance applicable to equity-classified freestanding warrants and concluded that the modified warrants continue to qualify for equity classification. The Company determined that the modification resulted in incremental fair value of approximately $
F-16
20/20 BIOLABS, INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2026
A summary of the Company’s warrant activity is as follows:
| Warrants | Weighted Average Exercise Price Per Share | Total Weighted Average Remaining Contractual Life | ||||||||||
| Warrants outstanding, December 31, 2025 | $ | |||||||||||
| Granted | ||||||||||||
| Exercised | - | - | - | |||||||||
| Forfeited/Expired | - | - | - | |||||||||
| Warrants outstanding, June 30, 2026 | ||||||||||||
| Warrants exercisable, June 30, 2026 | $ | |||||||||||
The following assumptions were used to calculate the warrant values:
| Exercise price | $ | ||
| Share price | $ | ||
| Volatility | % | ||
| Risk-free interest rate | % | ||
| Dividend yield | |||
| Expected term |
NOTE 11—RELATED PARTY TRANSACTIONS
As of June 30, 2026 and December 31, 2025, the Company had an outstanding balance of $
The Company utilizes the services of the brother of the Chief Executive Officer, who is trained as a computer engineer and has over seven years’ experience with clinical lab operations, to oversee the Company’s laboratory information systems and patient/physician portals. During the six months ended June 30, 2026 and 2025, the Company paid $
NOTE 12—SUBSEQUENT EVENTS
The Company has evaluated subsequent events that occurred after June 30, 2026 through August 14, 2026, the issuance date of these financial statements.
On July 1, 2026, the Company issued
On July 8, 2026, the Company issued
On July 9, 2026,
On July 16, 2026, the Company entered into a standstill agreement with Streeterville, pursuant to which Streeterville agreed that, for the period beginning on the date of the standstill agreement and ending on the date that is one hundred twenty (120) days thereafter, it would not seek to convert any shares of series E convertible preferred stock into common stock unless on any given trading day the common stock trades at a price that is at least ten percent (10%) greater than the “Minimum Price” as defined in Nasdaq Rule 5635; provided that this standstill agreement shall terminate immediately upon the occurrence of any breach of the standstill agreement or any Event of Default (as defined in the Certificate of Designation).
F-17
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following discussion and analysis summarizes the significant factors affecting our operating results, financial condition, liquidity and cash flows as of and for the periods presented below. The following discussion and analysis should be read in conjunction with our financial statements and the related notes thereto included elsewhere in this report.
Use of Terms
Except as otherwise indicated by the context and for the purposes of this report only, references in this report to “we,” “us,” “our” and “our company” refer to 20/20 Biolabs, Inc., a Delaware corporation.
Special Note Regarding Forward Looking Statements
This report contains forward-looking statements that are based on our management’s beliefs and assumptions and on information currently available to us. All statements other than statements of historical facts are forward-looking statements. These statements relate to future events or to our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Forward-looking statements include, but are not limited to, statements about:
| ● | our goals and strategies; |
| ● | our future business development, financial condition and results of operations; |
| ● | expected changes in our revenue, costs or expenditures; |
| ● | growth of and competition trends in our industry; |
| ● | our expectations regarding demand for, and market acceptance of, our products; |
| ● | our expectations regarding our relationships with investors, institutional funding partners and other parties we collaborate with; |
| ● | fluctuations in general economic and business conditions in the market in which we operate; and |
| ● | relevant government policies and regulations relating to our industry. |
In some cases, you can identify forward-looking statements by terms such as “may,” “could,” “will,” “should,” “would,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “project” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which are, in some cases, beyond our control and which could materially affect results. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under Item 1A “Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the Securities and Exchange Commission, or the SEC, on March 31, 2026, or the Annual Report, and elsewhere in this report. If one or more of these risks or uncertainties occur, or if our underlying assumptions prove to be incorrect, actual events or results may vary significantly from those implied or projected by the forward-looking statements. No forward-looking statement is a guarantee of future performance.
In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.
The forward-looking statements made in this report relate only to events or information as of the date on which the statements are made in this report. Except as expressly required by the federal securities laws, there is no undertaking to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason.
| 2 |
Overview
We develop and commercialize AI-powered, laboratory-based blood tests for the early detection and prevention of cancers and chronic diseases.
We offer two families of lab tests, both under our OneTest brand: (i) OneTest for Cancer, a multi-cancer early detection test, and (ii) OneTest for Longevity, which measures inflammatory biomarkers, which was launched in February 2026 (the Longevity test is also being branded “OneTest for Workplace Wellness” when marketed to self-insured employers). Both tests are run in our CAP (College of American Pathologists) accredited, CLIA (Clinical Laboratory Improvement Amendments) licensed laboratory in Gaithersburg, MD. This laboratory also hosts our Clinical Laboratory Innovation Accelerator, or CLIAx, which we believe is the country’s first shared CLIA laboratory for overseas diagnostics start-ups seeking to launch novel lab tests in the U.S. without the expense of establishing and operating their own independent lab.
Our legacy business also includes a pioneering field test kit for screening suspicious powders for bioterror agents known as BioCheck.
Recent Developments
On July 16, 2026, we entered into a standstill agreement with Streeterville Capital, LLC, or Streeterville, pursuant to which Streeterville agreed that, for the period beginning on the date of the standstill agreement and ending on the date that is one hundred twenty (120) days thereafter, it would not seek to convert any shares of series E convertible preferred stock into common stock unless on any given trading day the common stock trades at a price that is at least ten percent (10%) greater than the “Minimum Price” as defined in Nasdaq Rule 5635; provided that this standstill agreement shall terminate immediately upon the occurrence of any breach of the standstill agreement or any Event of Default (as defined in the certificate of designation relating to the series E convertible preferred stock).
Principal Factors Affecting Our Financial Performance
Our operating results are primarily affected by the following factors:
| ● | our ability to access additional capital and the size and timing of subsequent financings; |
| ● | the costs of acquiring additional data, technology, and/or intellectual property to successfully reach our goals and to remain competitive; |
| ● | personnel and facilities costs in any region in which we seek to introduce and market our products; |
| ● | the costs of sales, marketing, and customer acquisition; |
| ● | the average price per test paid by consumers; |
| ● | the number of tests ordered per quarter; |
| ● | the costs of third-party laboratories to run our tests; |
| ● | the costs of compliance with any unforeseen regulatory obstacles or governmental mandates in any states or countries in which we seek to operate; and |
| ● | the costs of any additional clinical studies which are deemed necessary for us to remain viable and competitive in any region of the world. |
Emerging Growth Company
We qualify as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:
| ● | have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act; |
| 3 |
| ● | comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis); |
| ● | submit certain executive compensation matters to stockholder advisory votes, such as “say-on-pay” and “say-on-frequency;” and |
| ● | disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the chief executive officer’s compensation to median employee compensation. |
In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, or the Securities Act, for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.
We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year following the fifth anniversary of the effective date of the registration statement relating to our direct listing, (ii) the last day of the first fiscal year in which our total annual gross revenues are $1.235 billion or more, (iii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under Securities Exchange Act of 1934, as amended, or the Exchange Act, which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iv) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three-year period.
Results of Operations
Comparison of the Three Months Ended June 30, 2026 and 2025
The following table sets forth key components of our results of operations during the three months ended June 30, 2026 and 2025, both in dollars and as a percentage of our revenues.
| Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | |||||||||||||||
| Amount | % of Revenues | Amount | % of Revenues | |||||||||||||
| Revenues | $ | 730,571 | 100.00 | % | $ | 535,060 | 100.00 | % | ||||||||
| Cost of revenues | 425,844 | 58.29 | % | 371,796 | 69.49 | % | ||||||||||
| Gross profit | 304,727 | 41.71 | % | 163,264 | 30.51 | % | ||||||||||
| Operating expenses: | ||||||||||||||||
| Sales, general and administrative | 1,291,318 | 176.75 | % | 814,811 | 152.28 | % | ||||||||||
| Research and development | 257,632 | 35.26 | % | 194,124 | 36.28 | % | ||||||||||
| Total operating expenses | 1,548,950 | 212.02 | % | 1,008,935 | 188.56 | % | ||||||||||
| Operating loss | (1,244,223 | ) | (170.31 | )% | (845,671 | ) | (158.05 | )% | ||||||||
| Other income (expense): | ||||||||||||||||
| Interest expense | (272,245 | ) | (37.26 | )% | (935 | ) | (0.17 | )% | ||||||||
| Interest income | 14,476 | 1.98 | % | 5,673 | 1.06 | % | ||||||||||
| Loss on change in fair value of warrant liability | - | - | - | - | ||||||||||||
| Loss on issuance of convertible note | (4,236 | ) | (0.58 | )% | - | - | ||||||||||
| Other expense, net | (115 | ) | (0.02 | )% | - | - | ||||||||||
| Total other income (expense) | (262,120 | ) | (35.88 | )% | 4,738 | 0.89 | % | |||||||||
| Net loss | $ | (1,506,343 | ) | (206.19 | )% | $ | (840,933 | ) | (157.17 | )% | ||||||
| 4 |
Revenues. We generated revenues from sales of OneTest, BioCheck and from our CLIAx during the three months ended June 30, 2026 and 2025. Our total revenues increased by $195,511, or 36.54%, to $730,571 for three months ended June 30, 2026 from $535,060 for the three months ended June 30, 2025. Such an increase was due to a significant increase in OneTest sales, offset by slight decreases in revenues from BioCheck sales and from our CLIAx, as described in more detail below. The following table summarizes our revenues by product:
| Three Months Ended June 30, 2026 | Three Months June 30, 2025 | |||||||||||||||
| Amount | % of Revenues | Amount | % of Revenues | |||||||||||||
| OneTest | $ | 695,947 | 95.26 | % | $ | 473,174 | 88.43 | % | ||||||||
| BioCheck | 34,624 | 4.74 | % | 40,869 | 7.64 | % | ||||||||||
| CLIAx | - | - | 21,017 | 3.93 | % | |||||||||||
| Total revenues | $ | 730,571 | $ | 535,060 | ||||||||||||
Revenues from sales of OneTest increased by $222,773, or 47.08%, to $695,947 for the three months ended June 30, 2026 from $473,174 for the three months ended June 30, 2025. This increase was primarily due to an expansion of 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.
Revenues from sales of BioCheck decreased by $6,245, or 15.28%, to $34,624 for the three months ended June 30, 2026 from $40,869 for the three months ended June 30, 2025. This decrease was primarily due to continued years-long decline since patents covering that product expired in 2021 and more direct competitors emerged.
We did not generate any revenue from our CLIAx for the three months ended June 30, 2026, as compared to $21,017 for the three months ended June 30, 2025. The decrease was primarily attributable to a reduction in services provided to the CLIAx client during the 2026 period.
Cost of revenues. Our cost of revenues includes materials, labor, and laboratory expenses. Our cost of revenues increased by $54,048, or 14.54%, to $425,844 for the three months ended June 30, 2026 from $371,796 for the three months ended June 30, 2025. As a percentage of revenues, cost of revenues was 58.29% and 69.49% for the three months ended June 30, 2026 and 2025, respectively. This decrease was primarily attributable to revenue growth during the current quarter, with the associated decrease in costs partially offset by the fixed-cost nature of certain expenses related to operating our testing laboratory. The facility currently has capacity to support additional testing volumes without a proportionate increase in certain operating costs, as illustrated in the table below.
| Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | |||||||||||||||||||||||||||||||
| Revenues | Cost of Revenues | Gross Profit | Gross Margin | Revenues | Cost of Revenues | Gross Profit | Gross Margin | |||||||||||||||||||||||||
| OneTest | $ | 695,947 | $ | 399,440 | $ | 296,507 | 42.60 | % | $ | 473,174 | $ | 327,631 | $ | 145,543 | 30.76 | % | ||||||||||||||||
| BioCheck | 34,624 | 26,404 | 8,220 | 23.74 | % | 40,869 | 36,309 | 4,560 | 11.16 | % | ||||||||||||||||||||||
| CLIAx | - | - | - | - | 21,017 | 7,856 | 13,161 | 62.62 | % | |||||||||||||||||||||||
| $ | 730,571 | $ | 425,844 | $ | 304,727 | 41.71 | % | $ | 535,060 | $ | 371,796 | $ | 163,264 | 30.51 | % | |||||||||||||||||
Gross profit and gross margin. As a result of the foregoing, our gross profit increased by $141,463, or 86.65%, to $304,727 for the three months ended June 30, 2026 from $163,264 for the three months ended June 30, 2025. Gross profit as a percentage of revenues (gross margin) was 41.71% for the three months ended June 30, 2026, as compared to 30.51% for the three months ended June 30, 2025.
Sales, general and administrative expenses. Our sales, general and administrative expenses include sales, marketing, office leases, overhead, executive compensation, legal, regulatory, government relations, and similar expenses. Our sales, general and administrative expenses increased by $476,507, or 58.48%, to $1,291,318 for the three months ended June 30, 2026 from $814,811 for the three months ended June 30, 2025. As a percentage of revenues, sales, general and administrative expenses were 176.75% and 152.28% for the three months ended June 30, 2026 and 2025, respectively. Such an increase was primarily due to increased expenses associated with public company expenses including officer salary, stock options expense, professional fees and investor relations.
Research and development expenses. Our research and development expenses include clinical data acquisitions, laboratory validation and bridging studies, data analysis algorithms, and non-capitalizable machine learning software development. It also includes laboratory test validation and technical consultation. Our research and development expenses increased by $63,508, or 32.72%, to $257,632 for the three months ended June 30, 2026 from $194,124 for the three months ended June 30, 2025. As a percentage of revenues, research and development expenses were 35.26% and 36.28% for the three months ended June 30, 2026 and 2025, respectively. Such a decrease was primarily due to further development of our longevity test which we launched during the first quarter of 2026.
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Total other income (expense). We had total other expense, net, of $262,120 for the three months ended June 30, 2026, as compared to other income, net, of $4,738 for the three months ended June 30, 2025. Total other expense, net, for the three months ended June 30, 2026 consisted of interest expense of $272,245, a loss on issuance of convertible note of $4,236 and other expense of $115, offset by interest income of $14,476. Total other income, net, for the three months ended June 30, 2025 consisted of interest income of $5,673, offset by interest expense of $935.
Net loss. As a result of the cumulative effect of the factors described above, we generated a net loss of $1,506,343 for the three months ended June 30, 2026, as compared to $840,933 for the three months ended June 30, 2025, an increase of $665,410, or 79.13%.
Comparison of the Six Months Ended June 30, 2026 and 2025
The following table sets forth key components of our results of operations during the six months ended June 30, 2026 and 2025, both in dollars and as a percentage of our revenues.
| Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | |||||||||||||||
| Amount | % of Revenues | Amount | % of Revenues | |||||||||||||
| Revenues | $ | 1,083,946 | 100.00 | % | $ | 1,088,880 | 100.00 | % | ||||||||
| Cost of revenues | 716,335 | 66.09 | % | 759,822 | 69.78 | % | ||||||||||
| Gross profit | 367,611 | 33.91 | % | 329,058 | 30.22 | % | ||||||||||
| Operating expenses: | ||||||||||||||||
| Sales, general and administrative | 2,644,076 | 243.93 | % | 1,615,955 | 148.41 | % | ||||||||||
| Research and development | 411,114 | 37.93 | % | 330,955 | 30.39 | % | ||||||||||
| Total operating expenses | 3,055,190 | 281.86 | % | 1,946,910 | 178.80 | % | ||||||||||
| Operating loss | (2,687,579 | ) | (247.94 | )% | (1,617,852 | ) | (148.58 | )% | ||||||||
| Other income (expense): | ||||||||||||||||
| Interest expense | (539,254 | ) | (49.50 | )% | (1,675 | ) | (0.15 | )% | ||||||||
| Interest income | 21,129 | 1.95 | % | 14,131 | 1.30 | % | ||||||||||
| Loss on change in fair value of warrant liability | (148,766 | ) | (13.72 | )% | - | - | ||||||||||
| Loss on issuance of convertible note | (326,595 | ) | (30.13 | )% | - | - | ||||||||||
| Other expense, net | (115 | ) | (0.01 | )% | (115 | ) | (0.01 | )% | ||||||||
| Total other income (expense) | (993,601 | ) | (91.67 | )% | 12,341 | 1.13 | % | |||||||||
| Net loss | $ | (3,681,180 | ) | (339.61 | )% | $ | (1,605,511 | ) | (147.45 | )% | ||||||
Revenues. We generated revenues from sales of OneTest, BioCheck and from our CLIAx during the six months ended June 30, 2026 and 2025. Our total revenues decreased by $4,934 or 0.45%, to $1,083,946 for six months ended June 30, 2026 from $1,088,880 for the six months ended June 30, 2025. Such a decrease was due to decreases in revenues from Biocheck and CLIAx sales, offset by an increase in revenues from OneTest sales as described in more detail below. The following table summarizes our revenues by product:
| Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | |||||||||||||||
| Amount | % of Revenues | Amount | % of Revenues | |||||||||||||
| OneTest | $ | 1,006,050 | 92.81 | % | $ | 944,553 | 86.75 | % | ||||||||
| BioCheck | 56,171 | 5.18 | % | 97,836 | 8.99 | % | ||||||||||
| CLIAx | 21,725 | 2.00 | % | 46,491 | 4.27 | % | ||||||||||
| Total revenues | $ | 1,083,946 | $ | 1,088,880 | ||||||||||||
Revenues from sales of OneTest increased by $61,497, or 6.51%, to $1,006,050 for the six months ended June 30, 2026 from $944,553 for the six months ended June 30, 2025. This increase was primarily due an expansion of 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.
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Revenues from sales of BioCheck decreased by $41,665, or 42.59%, to $56,171 for the six months ended June 30, 2026 from $97,836 for the six months ended June 30, 2025. This decrease continues a years-long decline since patents covering that product expired in 2021 and more direct competitors emerged.
Revenues from our CLIAx decreased by $24,766, or 53.27%, to $21,725 for the six months ended June 30, 2026 from $46,491 for the six months ended June 30, 2025. The decrease was primarily attributable to a reduction in services provided to the CLIAx client during the 2026 period.
Cost of revenues. Our cost of revenues decreased by $43,487, or 5.72%, to $716,335 for the six months ended June 30, 2026 from $759,822 for the six months ended June 30, 2025. As a percentage of revenues, cost of revenues was 66.09% and 69.78% for the six months ended June 30, 2026 and 2025, respectively. This decrease was primarily due to the decreased revenues from BioCheck while costs remained relatively stable (we have certain fixed costs associated with operating our testing lab which are not impacted by the number of tests performed), as illustrated by the table below.
| Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | |||||||||||||||||||||||||||||||
| Revenues | Cost of Revenues | Gross Profit | Gross Margin | Revenues | Cost of Revenues | Gross Profit | Gross Margin | |||||||||||||||||||||||||
| OneTest | $ | 1,006,050 | $ | 656,658 | $ | 349,392 | 34.73 | % | $ | 944,553 | $ | 685,439 | $ | 259,114 | 27.43 | % | ||||||||||||||||
| BioCheck | 56,171 | 50,297 | 5,874 | 10.46 | % | 97,836 | 60,575 | 37,261 | 38.09 | % | ||||||||||||||||||||||
| CLIAx | 21,725 | 9,380 | 12,345 | 56.82 | % | 46,491 | 13,808 | 32,683 | 70.03 | % | ||||||||||||||||||||||
| $ | 1,083,946 | $ | 716,335 | $ | 367,611 | 33.91 | % | $ | 1,088,880 | $ | 759,822 | $ | 329,058 | 30.22 | % | |||||||||||||||||
Gross profit and gross margin. As a result of the foregoing, our gross profit increased by $38,553, or 11.72%, to $367,611 for the six months ended June 30, 2026 from $329,058 for the six months ended June 30, 2025. Gross profit as a percentage of revenues (gross margin) was 33.91% for the six months ended June 30, 2026, as compared to 30.22% for the six months ended June 30, 2025.
Sales, general and administrative expenses. Our sales, general and administrative expenses increased by $1,028,121, or 63.62%, to $2,644,076 for the six months ended June 30, 2026 from $1,615,955 for the six months ended June 30, 2025. As a percentage of revenues, sales, general and administrative expenses were 243.93% and 148.41% for the six months ended June 30, 2026 and 2025, respectively. Such an increase was primarily due to increased expenses associated with our direct listing on Nasdaq which are not capitalized.
Research and development expenses. Our research and development expenses increased by $80,159, or 24.22%, to $411,114 for the six months ended June 30, 2026 from $330,955 for the six months ended June 30, 2025. As a percentage of revenues, research and development expenses were 37.93% and 30.39% for the six months ended June 30, 2026 and 2025, respectively. Such an increase was primarily due to further development of our longevity test which we launched during the first quarter of 2026.
Total other income (expense). We had total other expense, net, of $993,601 for the six months ended June 30, 2026, as compared to other income, net, of $12,341 for the six months ended June 30, 2025. Total other expense, net, for the six months ended June 30, 2026 consisted of a loss on issuance of convertible note of $326,595, interest expense of $539,254, a loss in change in fair value of warrant liability of $148,766 and other expense of $115, offset by interest income of $21,129, while total other income, net, for the six months ended June 30, 2025 consisted of interest income of $14,131, offset by interest expense of $1,675 and other expense of $115.
Net loss. As a result of the cumulative effect of the factors described above, we generated a net loss of $3,681,180 for the six months ended June 30, 2026, as compared to $1,605,511 for the six months ended June 30, 2025, an increase of $2,075,669, or 129.28%.
Liquidity and Capital Resources
As of June 30, 2026, we had cash and cash equivalents of $4,546,140. Historically, our sources of cash have included offerings of equity securities and cash generated from revenues.
We have incurred recent operating losses, which management anticipates may continue in the near term. To support ongoing operations and liquidity needs, subsequent to December 31, 2025, we have raised additional funding through a private placements of $6 million and convertible debt and bridge financing of $275,000. In addition, we have conducted a direct listing on Nasdaq as part of our capital-raising and strategic growth initiatives. Although management believes that the direct listing may enhance our access to public capital markets, there can be no assurance that such a transaction will be completed or that it will generate sufficient liquidity to fund operations.
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Summary of Cash Flow
The following table provides detailed information about our net cash flow for the period indicated:
| Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Net cash used in operating activities | $ | (1,894,420 | ) | $ | (1,022,398 | ) | ||
| Net cash used in investing activities | (12,854 | ) | - | |||||
| Net cash provided by financing activities | 5,427,427 | 262,338 | ||||||
| Net increase (decrease) in cash and cash equivalents | 3,520,153 | (760,060 | ) | |||||
| Cash and cash equivalents at beginning of period | 1,025,987 | 1,784,009 | ||||||
| Cash and cash equivalent at end of period | $ | 4,546,140 | $ | 1,023,949 | ||||
Net cash used in operating activities was $1,894,420 for the six months ended June 30, 2026, as compared to $1,022,398 for the six months ended June 30, 2025. The net cash used in operating activities for the six months ended June 30, 2026 was mainly attributed to the net loss of $3,681,180 and the addition of non-cash adjustments that impact operating cashflows, which includes $499,740 of stock-based compensation, loss on issuance of convertible debt of $322,359, shares issued for services of $181,500, amortization of debt discount of $515,583, and a change in fair value of derivatively liability of $148,766. The remaining change was primarily attributed to net negative cash from changes in operating assets and liabilities of $87,315 including an increase in accounts payable of $158,265 and a decrease in accrued liabilities of $29,883. Net cash used in operating activities for the six months ended June 30, 2025 was mainly attributed to the net loss of $1,605,511 and primarily the addition of non-cash adjustments that positively impact operating cashflows, which includes $259,300 of stock-based compensation and depreciation and amortization of $33,304. The remaining change was primarily attributed to net positive cash from changes in operating assets and liabilities of $282,935.
Net cash used in investing activities for the six months ended June 30, 2026 consisted of patents costs of $5,354 and license costs of $7,500. We had no investing activities for the six months ended June 30, 2025.
Net cash provided by financing activities was $5,427,427 for the six months ended June 30, 2026, as compared to $262,338 for the six months ended June 30, 2025. The net cash provided by financing activities for the six months ended June 30, 2026 consisted of proceeds from the issuance of series E convertible preferred stock described below of $6,000,000 and proceeds from the issuance of convertible notes of $250,000, offset by offering costs of $822,573, while the net cash provided by financing activities for the six months ended June 30, 2025 consisted of proceeds from the issuance of convertible notes of $70,000 and proceeds from the issuance of series D preferred stock of $192,338.
Private Placement
On November 17, 2025, we entered a securities purchase agreement, or the Preferred Purchase Agreement, with Streeterville, pursuant to which we agreed to offer and sell to Streeterville (i) up to $40,000,000, or the Commitment Amount, of series E convertible preferred stock at a purchase price of $1,000 per share; (ii) 50,000 shares of common stock, or the Commitment Shares; (iii) 475,000 shares of common stock, or the Pre-Delivery Shares; and (iv) a warrant to purchase a number of shares of common stock equal to the Commitment Amount divided by the Nasdaq Price ($11.42).
The Preferred Purchase Agreement provides for closings in multiple tranches. At the first closing, which occurred on November 17, 2025, we issued the Commitment Shares and the Pre-Delivery Shares to Streeterville for a purchase price of $4,750. At the second closing, which occurred on February 19, 2026, we issued 5,000 shares of series E convertible preferred stock and a warrant to purchase 3,502,627 shares of common stock at an initial exercise price of $11.42 per share, which was decreased to $2.25 (subject to standard adjustments for stock splits, stock dividends, recapitalizations and similar transactions) pursuant to a global amendment entered into between the parties on April 23, 2026, for a purchase price of $5,000,000. At any time and from time to time following the second closing and ending two (2) years thereafter, subject to the satisfaction of certain conditions set forth in the Preferred Purchase Agreement, which includes, among others, certain trading volume requirements, we may request that Streeterville purchase additional shares of series E convertible preferred stock, at a purchase price of $1,000 per share, in an amount of no more than the Maximum Purchase Amount and no less than $250,000 by providing a written notice of such request to Streeterville. “Maximum Purchase Amount” means $40,000,000 less the total Stated Value of all outstanding shares of series E convertible preferred stock plus accrued but unpaid interest held by Streeterville as of the applicable measurement date.
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On June 16, 2026, we completed a third closing under the Preferred Purchase Agreement and issued 1,000 shares of series E convertible preferred stock for aggregate gross proceeds of $1,000,000 and net proceeds of $940,000.
Pursuant to the Preferred Purchase Agreement, we shall have the right, at any time after the earlier of: (i) Streeterville owning 250 or fewer shares of series E convertible preferred stock and the unfunded Commitment Amount equaling zero, or (ii) the date that is three (3) years from the first closing (provided that we are not in default under the certificate of designation), to repurchase the Pre-Delivery Shares upon a written request delivered to Streeterville at a purchase price of $0.01 for each such Pre-Delivery Share (as adjusted for any stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions).
Contractual Obligations
Our principal commitments consist mostly of obligations under the secured convertible promissory notes described above and the operating leases described under Item 2 “Properties” of the Annual Report. Other than indicated above, at June 30, 2026, we did not have other long-term debt obligations, capital (finance) lease obligations, operating lease obligations, purchase obligations or other long-term liabilities reflected on our balance sheet.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Critical Accounting Policies and Estimates
The preparation of the unaudited condensed financial statements requires our management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On a regular basis, we evaluate these estimates. These estimates are based on management’s historical industry experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.
For a description of the accounting policies that, in management’s opinion, involve the most significant application of judgment or involve complex estimation and which could, if different judgment or estimates were made, materially affect our reported financial position, results of operations, or cash flows, see Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies” in the Annual Report.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
We maintain “disclosure controls and procedures,” as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure information required to be disclosed in our reports that we file or furnish pursuant to the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer (our principal executive officer) and Chief Financial Officer (our principal financial officer), as appropriate to allow for timely decisions regarding required disclosure. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2026. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of such date, our disclosure controls and procedures were not effective at a reasonable assurance level due to the material weaknesses described below. Notwithstanding the identified material weaknesses, management, including our Chief Executive Officer and Chief Financial Officer, believes the consolidated financial statements included in this report fairly represent, in all material respects, our financial condition, results of operations and cash flows as of and for the periods presented in accordance with GAAP.
| 9 |
Changes in Internal Control Over Financial Reporting
In preparing our financial statements as of and for the three months ended June 30, 2026, management identified material weaknesses in our internal control over financial reporting. The material weaknesses we identified related to (1) the lack of a sufficient number of trained professionals with the expertise to design, implement, and execute a formal risk assessment process and formal accounting policies, procedures, and controls over accounting and financial reporting to ensure the timely and accurate recording of financial transactions while maintaining a segregation of duties; and (2) the lack of a sufficient number of trained professionals with the appropriate GAAP technical expertise to identify, evaluate, and account for complex transactions and review valuation reports prepared by external specialists.
As disclosed in the Annual Report, our management has identified the steps necessary to address the material weaknesses, and in the second quarter of fiscal year 2026, we continued to implement the following remedial procedures. We are planning on implementing measures designed to improve our internal control over financial reporting to remediate these material weaknesses, including formalizing our processes and internal control documentation and strengthening supervisory reviews by our financial management and hiring additional qualified accounting and finance personnel and engaging financial consultants to enable the implementation of internal control over financial reporting and segregating duties amongst accounting and finance personnel.
While we are implementing these measures, we cannot assure you that these efforts will remediate our material weaknesses and significant deficiencies in a timely manner, or at all, or prevent restatements of our financial statements in the future. If we are unable to successfully remediate our material weaknesses, or identify any future significant deficiencies or material weaknesses, the accuracy and timing of our financial reporting may be adversely affected, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports, and the market price of our common stock may decline as a result.
In accordance with the provisions of the JOBS Act, we and our independent registered public accounting firm were not required to, and did not, perform an evaluation of our internal control over financial reporting as of June 30, 2026. Accordingly, we cannot assure you that we have identified all, or that we will not in the future have additional material weaknesses. Material weaknesses may still exist when we report on the effectiveness of our internal control over financial reporting as required under Section 404 of the Sarbanes-Oxley Act.
Inherent Limitations on Effectiveness of Controls
Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. Our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Due to inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
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PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these, or other matters, may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.
ITEM 1A. RISK FACTORS.
Not applicable.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
Except as set forth below, we have not sold any equity securities during the three months ended June 30, 2026 that were not previously disclosed in a current report on Form 8-K that was filed during the quarter.
| ● | On April 7, 2026, we issued 37,129 shares of common stock to a service provider. |
| ● | On April 27, 2026, we issued 3,669 shares of common stock to a service provider. |
No underwriters were involved in these issuances. We believe that each of the issuances above was exempt from registration under the Securities Act pursuant to Section 4(a)(2) of the Securities Act regarding transactions not involving a public offering.
We did not repurchase any shares of our common stock during the three months ended June 30, 2026.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
ITEM 5. OTHER INFORMATION.
We have no information to disclose that was required to be disclosed in a report on Form 8-K during the three months ended June 30, 2026 but was not reported.
There have been no material changes to the procedures by which shareholders may recommend nominees to our board of directors since such procedures were last disclosed.
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ITEM 6. EXHIBITS.
| Exhibit No. | Description of Exhibit | |
| 3.1 | Second Amended and Restated Certificate of Incorporation of 20/20 Biolabs, Inc. (incorporated by reference to Exhibit 2.1 to the Semiannual Report on Form 1-SA filed on November 15, 2018) | |
| 3.2 | Certificate of Amendment to Second Amended and Restated Certificate of Incorporation of 20/20 Biolabs, Inc. (incorporated by reference to Exhibit 2.2 to the Semiannual Report on Form 1-SA filed on September 8, 2023) | |
| 3.3 | Certificate of Amendment to Second Amended and Restated Certificate of Incorporation of 20/20 Biolabs, Inc. (incorporated by reference to Exhibit 2.3 to the Annual Report on Form 1-K filed on April 30, 2025) | |
| 3.4 | Certificate of Designation of Series E Convertible Preferred Stock of 20/20 Biolabs, Inc. (incorporated by reference to Exhibit 3.4 to the Annual Report on Form 10-K filed on March 31, 2026) | |
| 3.5 | Amended and Restated Bylaws of 20/20 Biolabs, Inc. (incorporated by reference to Exhibit 2.3 to the Annual Report on Form 1-K filed on July 6, 2020) | |
| 3.6 | Amendment No. 1 to Amended and Restated Bylaws of 20/20 Biolabs, Inc. (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed on May 26, 2026) | |
| 4.1 | Global Amendment, dated April 23, 2026, between Streeterville Capital, LLC and 20/20 Biolabs, Inc. (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K filed on April 28, 2026) | |
| 4.2 | Warrant to Purchase Shares of Common Stock issued by 20/20 Biolabs, Inc. to Streeterville Capital, LLC on February 19, 2026 (incorporated by reference to Exhibit 4.2 to the Annual Report on Form 10-K filed on March 31, 2026) | |
| 4.3 | Warrant to Purchase Shares of Common Stock issued by 20/20 Biolabs, Inc. to Maxim Partners LLC on February 19, 2026 (incorporated by reference to Exhibit 4.3 to the Annual Report on Form 10-K filed on March 31, 2026) | |
| 4.4 | Warrant to Purchase Shares of Common Stock issued by 20/20 Biolabs, Inc. to Streeterville Capital, LLC on February 9, 2026 (incorporated by reference to Exhibit 4.4 to the Annual Report on Form 10-K filed on March 31, 2026) | |
| 4.5 | Warrant to Purchase Shares of Common Stock issued by 20/20 Biolabs, Inc. to Maxim Partners LLC on February 9, 2026 (incorporated by reference to Exhibit 4.5 to the Annual Report on Form 10-K filed on March 31, 2026) | |
| 4.6 | Warrant to Purchase Shares of Common Stock issued by 20/20 Biolabs, Inc. to Streeterville Capital, LLC on November 17, 2025 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 1-U filed on November 21, 2025) | |
| 4.7 | Warrant to Purchase Shares of Common Stock issued by 20/20 Biolabs, Inc. to Maxim Partners LLC on November 17, 2025 (incorporated by reference to Exhibit 4.7 to the Annual Report on Form 10-K filed on March 31, 2026) | |
| 4.8 | Warrant to Purchase Common Stock issued by 20/20 Biolabs, Inc. to David B. Frieman on April 19, 2022 (incorporated by reference to Exhibit 3.1 to the Annual Report on Form 1-K filed on April 30, 2025) | |
| 4.9 | Warrant to Purchase Common Stock issued by 20/20 Biolabs, Inc. to StartEngine Primary, LLC on December 31, 2021 (incorporated by reference to Exhibit 3.2 to the Annual Report on Form 1-K filed on April 30, 2025) | |
| 31.1* | Certifications of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 31.2* | Certifications of Principal Financial and Accounting Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 32.1** | Certifications of Principal Executive Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 32.2** | Certifications of Principal Financial and Accounting Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 101* | Inline XBRL Document Set for the unaudited condensed financial statements and accompanying notes included in this Quarterly Report on Form 10-Q | |
| 104* | Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set |
| * | Filed herewith |
| ** | Furnished herewith |
| 12 |
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 thereunto duly authorized.
| Date: August 14, 2026 | 20/20 BIOLABS, INC. |
| /s/ Jonathan Cohen | |
| Name: Jonathan Cohen | |
| Title: Chief Executive Officer | |
| (Principal Executive Officer) | |
| /s/ Alan Bergman | |
| Name: Alan Bergman | |
| Title: Chief Financial Officer | |
| (Principal Financial and Accounting Officer) |
| 13 |