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  4. [8-K] 20/20 Biolabs, Inc. Reports Material Event

20/20 Biolabs (Nasdaq: AIDX) signs standstill as Nasdaq flags bid-price issue

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

20/20 Biolabs, Inc. entered a standstill agreement with Streeterville Capital related to its previously arranged offering of up to $40,000,000 of Series E convertible preferred stock at $1,000 per share. For 120 days from July 16, 2026, Streeterville agrees not to convert Series E preferred shares into common stock unless the trading price is at least 10% greater than the Nasdaq “Minimum Price”, with the standstill ending upon any breach of the agreement or an Event of Default.

The company also received a Nasdaq notice of non-compliance with the $1.00 minimum bid price requirement after its shares closed below $1.00 for 30 consecutive business days from June 3, 2026 to July 16, 2026. 20/20 Biolabs has until January 13, 2027 to regain compliance by maintaining a closing bid of at least $1.00 for 10 consecutive business days, with the possibility of an additional 180-day period or eventual delisting if compliance is not restored.

Positive

  • Streeterville Capital agreed to a 120-day standstill that restricts conversion of Series E convertible preferred stock into common shares unless the trading price exceeds a defined threshold, limiting potential conversions at lower prices during this period.

Negative

  • Nasdaq notified the company of non-compliance with the $1.00 minimum bid price rule and set a deadline of January 13, 2027 to regain compliance, after which the common stock may be subject to delisting if the deficiency is not cured.

Filing Explained

Series E’s formula-based conversion can add common shares and dilute existing ownership, but the filing reports no completed conversion.

The filing describes Series E preferred stock that is convertible into common stock; it does not report a completed conversion or common-stock issuance, so the disclosed consequence remains a potential increase in the common share count.

The conversion price is the lower of $11.42 or 89% of the lowest daily volume-weighted average price during the preceding ten trading days, subject to a floor of 20% of Nasdaq’s Minimum Price.

If conversion occurs, issuing additional shares would reduce existing holders’ percentage ownership absent offsetting changes.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities
The company received a delisting notice or transferred its listing to a different exchange.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Series E capacity $40,000,000 Maximum aggregate purchase amount of Series E convertible preferred stock under the Streeterville agreement
Series E purchase price $1,000 per share Purchase price per share of Series E convertible preferred stock
Series E stated value $1,098.90 per share Stated value per Series E share used to calculate common shares upon conversion
Conversion price cap $11.42 Conversion price equals the lower of $11.42 and 89% of the lowest 10‑day VWAP, subject to a floor
VWAP discount factor 89% Conversion price set at 89% of the lowest daily volume weighted average price in the prior ten trading days
Standstill duration 120 days Length of period Streeterville generally will not convert Series E preferred into common stock
Nasdaq minimum bid $1.00 per share Required closing bid price under Nasdaq Listing Rule 5550(a)(2)
Initial compliance period 180 calendar days Time granted until January 13, 2027 to regain compliance with the Nasdaq bid-price rule
series E convertible preferred stock financial
"offer and sell to Streeterville up to $40,000,000 of series E convertible preferred stock at a purchase price"
Series E convertible preferred stock is a class of investment shares issued in a later-stage financing round that behave like a hybrid between a safety-first claim and an option to become ordinary shares. Think of it as a VIP ticket that gives owners priority on payments and protections if things go wrong, but can be swapped for regular shares later—important to investors because it affects payout priority, potential dilution of ownership, voting power, and the company’s implied valuation.
Certificate of Designation regulatory
"Pursuant to the Certificate of Designation for the series E convertible preferred stock"
A certificate of designation is a formal document that spells out the specific rights and rules attached to a particular class or series of stock, usually preferred shares. Think of it as a rulebook or menu that lists dividend terms, liquidation priority, conversion or redemption rights and any special voting protections; investors use it to judge how much income, control or downside protection those shares will provide compared with other securities.
Minimum Price regulatory
"no event lower than a floor price of 20% of the “Minimum Price” as defined in Nasdaq Rule 5635"
The minimum price is the lowest allowable or acceptable price at which a security, share offering, product, or sale can be bought or sold. Think of it like the smallest tag on a store item that the seller will accept; for investors it sets a floor for entry or sale, affects potential returns and liquidity, and can influence demand by limiting purchases below that level.
Nasdaq Listing Rule 5550(a)(2) regulatory
"not in compliance with the $1.00 closing bid price requirement set forth under Nasdaq Listing Rule 5550(a)(2)"
Bid Price Rule regulatory
"the $1.00 closing bid price requirement set forth under Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”)"
standstill agreement financial
"the Company entered into a standstill agreement (the “Standstill Agreement”) with Streeterville"
A standstill agreement is a contract in which one party agrees to pause certain actions — such as making new claims, enforcing debt remedies, or pursuing a takeover bid — for a set period so both sides can negotiate or restructure. Think of it as a temporary pause button that reduces immediate pressure and uncertainty; investors care because it can protect value, buy time for a deal or restructuring to be completed, and signal the likelihood and timing of future corporate developments.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What standstill agreement did 20/20 Biolabs (AIDX) sign with Streeterville Capital?
20/20 Biolabs and Streeterville Capital entered a 120-day standstill agreement on July 16, 2026. During this period, Streeterville will not convert Series E preferred into common shares unless the stock trades at least 10% above the Nasdaq-defined “Minimum Price.”

How much Series E preferred stock can Streeterville buy from 20/20 Biolabs (AIDX)?
Under a prior purchase agreement, Streeterville may buy up to $40,000,000 of Series E convertible preferred stock at $1,000 per share. Each share has a stated value of $1,098.90, which is used to determine the number of common shares on conversion.

Why did Nasdaq issue a bid-price deficiency notice to 20/20 Biolabs (AIDX)?
Nasdaq notified 20/20 Biolabs that it was not compliant with the $1.00 minimum bid price rule. The company’s common stock closed below $1.00 for 30 consecutive business days from June 3, 2026 through July 16, 2026.

By when must 20/20 Biolabs (AIDX) regain Nasdaq bid-price compliance?
20/20 Biolabs has until January 13, 2027 to regain compliance. It must achieve a closing bid of at least $1.00 per share for 10 consecutive business days during this initial 180-day compliance period to satisfy Nasdaq’s rule.

What happens if 20/20 Biolabs (AIDX) cannot meet Nasdaq’s bid-price rule?
If the company does not regain compliance by January 13, 2027, it may receive a second 180-day period if other listing standards are met. Failing that, Nasdaq can notify 20/20 Biolabs that its common stock will be subject to delisting.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

CURRENT REPORT

 

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): July 22, 2026 (July 16, 2026)

 

20/20 BIOLABS, INC.
(Exact name of registrant as specified in its charter)

 

Delaware   001-43128   57-2272107
(State or other jurisdiction
of incorporation)		   (Commission File Number)   (IRS Employer
Identification No.)

 

15810 Gaither Road, Suite 235, Gaithersburg, MD   20877
(Address of principal executive offices)   (Zip Code)

 

240-453-6339
(Registrant’s telephone number, including area code)

 

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

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

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

 

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

 

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

 

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

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.01   AIDX   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging Growth Company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

As previously disclosed, on November 17, 2025, 20/20 Biolabs, Inc. (the “Company”) entered into a securities purchase agreement with Streeterville Capital, LLC (“Streeterville”), pursuant to which, among other things, the Company agreed to offer and sell to Streeterville up to $40,000,000 of series E convertible preferred stock at a purchase price of $1,000 per share. Pursuant to the Certificate of Designation for the series E convertible preferred stock (the “Certificate of Designation”), each share of series E convertible preferred stock is 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 ($1,098.90 per share) by a conversion price equal to the lower of $11.42 and a price equal to 89% of the lowest daily volume weighted average price of the common stock on its principal market during the ten (10) trading day period prior to the conversion date, but in no event lower than a floor price of 20% of the “Minimum Price” as defined in Nasdaq Rule 5635 (subject to adjustment for stock splits, stock dividends, stock combinations, recapitalizations or other similar events), calculated as of the most recent issuance date.

 

On July 16, 2026, the Company entered into a standstill agreement (the “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 (the “Standstill”); provided that the Standstill 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).

 

The foregoing summary of the terms and conditions of the Standstill Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Standstill Agreement attached as Exhibit 10.1 hereto, which is incorporated herein by reference.

 

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

On July 17, 2026, the Company received a written notification from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company was not in compliance with the $1.00 closing bid price requirement set forth under Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”) for the 30 consecutive business days from June 3, 2026 to July 16, 2026.

 

Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company has been granted a 180-calendar day compliance period, or until January 13, 2027, to regain compliance with the Bid Price Rule. To regain compliance, the closing bid price of the Company’s common stock must be at least $1.00 per share for at least ten (10) consecutive business days during the 180-calendar day compliance period.

 

In the event that the Company is not in compliance by January 13, 2027, the Company may be afforded a second 180-calendar day compliance period. To qualify for this additional time, the Company will be required to meet the continued listing requirement for the market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the Bid Price Rule, and will need to provide written notice of its intention to cure the deficiency during the second compliance period. If the Company does not regain compliance within the allotted compliance period(s), including any extensions that may be granted by Nasdaq, Nasdaq will provide notice that the Company’s common stock will be subject to delisting.

 

The Company intends to monitor the closing bid price of its common stock and may, if appropriate, consider implementing available options to cure the deficiency and regain compliance with the Bid Price Rule within the compliance period(s) under Nasdaq’s Listing Rules.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description of Exhibit
10.1   Standstill Agreement, dated July 16, 2026, between Streeterville Capital, LLC and 20/20 Biolabs, Inc.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

1

  

SIGNATURES

 

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

 

Date: July 22, 2026 20/20 BIOLABS, INC.
   
  /s/ Jonathan Cohen
  Name: Jonathan Cohen
  Title: Chief Executive Officer

  

2

 

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

Other Documents