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:
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.
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.
On May 20, 2026, 20/20 Biolabs, Inc. (the
“Company”) issued a press release regarding its financial results for the quarter ended March 31, 2026. A copy of the
press release is furnished as Exhibit 99.1 to this report.
The information furnished with this Item 2.02,
including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing
under Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, except as expressly set forth by specific
reference in such a filing.
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.
Exhibit 99.1

20/20
BioLabs Reports First Quarter 2026 Financial Results and Recent Operational Progress
State-Funded
Firefighter Cancer Screening Programs Expected to Drive Meaningful Revenue Growth Beginning in Q2 2026
$5.0
Million Private Placement Strengthens Cash Position to $4.2 Million as of March 31, 2026
Recent
Strategic Wins Include Evexia Diagnostics Distribution Agreement, ROKIT Healthcare CKD License, and Commercial Launch of OneTest™
for Longevity
Gaithersburg,
MD - May 20, 2026 - 20/20 BioLabs, Inc. (Nasdaq: AIDX) (“20/20” or the “Company”), an early market entrant
in AI powered laboratory-based blood tests for the early detection and prevention of cancers and chronic diseases, reported its financial
and operational results for the first quarter ended March 31, 2026.
First
Quarter & Subsequent 2026 Operational Highlights
| ● | Revenue
of $0.4 million for Q1 2026, as compared to $0.6 million for Q1 2025. The decline was primarily
due to the timing of orders from several larger customers in Q1 2026 that have ordered, or
are expected to order, in Q2 or Q3 of 2026. |
| ● | Q2
revenue is expected to benefit from Maryland fire departments seeking the Company’s
OneTest™ Multi-Cancer Early Detection (“MCED”) blood test through Maryland’s
state-funded firefighter cancer screening grant program. |
| ● | Deferred
revenue increased to approximately $0.5 million as of March 31, 2026, compared to $0.4 million
as of December 31, 2025, providing additional visibility into upcoming revenue recognition. |
| ● | Cash
and cash equivalents totaled $4.2 million as of March 31, 2026, compared to $1.0 million
as of December 31, 2025, reflecting net proceeds from the Company’s recent capital
raises. |
| ● | Subsequent
to quarter-end, the Company received notice that a second state firefighter cancer screening
program comparable in size to the Maryland program intends to use the Company’s MCED
test. If completed as expected, the program is anticipated to contribute meaningfully to
revenue in future periods. Additional details are expected to be announced in the near term. |
| ● | Commenced
trading on the Nasdaq Capital Market under the ticker symbol “AIDX” on February
19, 2026, marking 20/20’s transition to a publicly listed company. |
| ● | Completed
a $5.0 million private placement on February 19, 2026, under a preferred purchase agreement
pursuant to which up to $40.0 million in capital may be raised in multiple tranches, subject
to 20/20 meeting certain conditions. |
| ● | Entered
into an exclusive U.S. license agreement with ROKIT Healthcare to integrate advanced chronic
kidney disease (“CKD”) prediction technology into the Company’s Longevity
Test Program. |
| ● | Launched
OneTest™ for Longevity, a chronic disease risk assessment and management solution built
with IBM¹ watsonx.ai capabilities, expanding the Company’s product portfolio beyond
multi-cancer detection. |
| ● | Provided
an update on the Company’s patented protein tumor marker based, machine learning derived
MCED methodology in support of recent studies suggesting the expected value of this approach
for earlier-stage detection compared to stand-alone circulating tumor DNA based MCEDs. |
| ● | Subsequent
to quarter-end, on April 7, 2026, 20/20 was selected by Evexia Diagnostics to offer OneTest™
for Cancer through Evexia’s national network of over 40,000 healthcare practitioners. |
| ● | The
Medicare Multi-Cancer Early Detection Screening Act was signed into law on February 3, 2026,
creating a pathway for Medicare reimbursement for MCEDs by 2028. |
¹IBM
is acting as an information technology provider only. IBM does not purport to be engaged in the practice of medicine or any other professional
clinical or licensed activity. IBM’s offerings are not designed or intended to constitute protocols for delivering medical care;
a substitute for professional medical advice, diagnosis, treatment or judgment; a drug, drug-adjunct technology, or drug development
tool subject to quality system requirements; or medical device as defined under the laws of any jurisdiction.
Management
Commentary
Chief
Executive Officer Jonathan Cohen commented, “The first quarter of 2026 was a transformational period for 20/20, marked by our direct
listing on the Nasdaq Capital Market, a $5.0 million private placement under a facility that may provide up to $35 million of additional
capital, and important commercial and clinical milestones across both of our OneTest™ product families.”
“We
are also executing a clear strategy to broaden distribution and product reach. In April, we were selected by Evexia Diagnostics to offer
OneTest™ for Cancer through Evexia’s national network of healthcare practitioners. In the first quarter, we launched OneTest™
for Longevity, our chronic disease risk assessment solution built with IBM¹ watsonx.ai capabilities. We are now in discussions with
ROKIT Healthcare of Korea about extending the Longevity test platform across East Asia under our recently announced license agreement
integrating their CKD prediction technology.”
“With
the Medicare Multi-Cancer Early Detection Screening Act now signed into law, we believe a clear federal pathway is emerging for MCED
reimbursement beginning in 2028. We plan to seek Medicare coverage for OneTest™ for Cancer, supported in part by outcome data from
having screened over 25,000 firefighters to date. We believe Medicare coverage would significantly expand access to OneTest™ for
Cancer and substantially increase the Company’s addressable market in the United States. Our improved capital position, expanding
product portfolio, and growing list of public- and private-sector customers position 20/20 for what we expect to be a year of significant
revenue growth and operational progress,” concluded Cohen.
Chief
Financial Alan Bergman added, “While first quarter revenue of $0.4 million was down year-over-year, the decrease was driven almost
entirely by the timing and seasonal ordering patterns of a number of our larger legacy customers, as well as the release of funds from
the State of Maryland to its fire departments. Commercial interest in and ordering of our MCED test continues to increase, and we closed
more customer agreements in Q1 2026 than in the prior-year period. Subsequent to quarter-end, we also received notice that a second state
firefighter cancer screening program comparable in size to the Maryland program intends to use our MCED test, which we expect to contribute
to revenue in future periods. Based on our current pipeline and expected fulfillment of state-funded firefighter screening orders, we
expect revenue to rebound during the second quarter and remain encouraged by the level of demand we are seeing across our core OneTest
programs.”
First
Quarter 2026 Financial Results
Total
revenue for the three months ended March 31, 2026 was $0.4 million, compared to $0.6 million in the prior year period.
Total
cost of revenue for the three months ended March 31, 2026 was $0.3 million, compared to $0.4 million in the prior year period.
Gross
profit for the three months ended March 31, 2026 was $0.1 million, compared to $0.2 million in the prior year period. Gross margin was
17.8% in Q1 2026, compared to 29.9% in the prior year period, reflecting a shift in product mix and lower absorption of fixed laboratory
costs at the lower revenue base.
Total
operating expenses for the three months ended March 31, 2026 were $1.5 million, compared to $0.9 million in the prior year period. The
increase was primarily attributable to higher sales, and general and administrative expenses associated with the Company’s transition
to a Nasdaq-listed public company. Research and development expenses were $0.2 million in Q1 2026, compared to $0.1 million in the prior
year period.
Total
other expense, net was $0.7 million for the three months ended March 31, 2026, compared to other income, net, of less than $0.1 million
in the prior year period. Total other expense, net, in the current quarter principally reflected a $0.3 million non-cash loss on issuance
of convertible notes, $0.3 million of interest expense, and a $0.1 million non-cash loss on the change in fair value of warrant liabilities.
Net
loss for the three months ended March 31, 2026 was $2.2 million, compared to $0.8 million in the prior year period.
Cash
and cash equivalents totaled $4.2 million as of March 31, 2026, compared to $1.0 million as of December 31, 2025. The increase in cash
reflected $5.0 million in gross proceeds from the Company’s February 2026 private placement of Series E convertible preferred stock,
along with proceeds from the issuance of convertible promissory notes, partially offset by cash used in operating activities and offering
costs.
About
20/20 BioLabs
20/20
BioLabs, Inc. (Nasdaq: AIDX) develops and commercializes AI-powered, laboratory-based blood tests for the early detection and prevention
of cancers and chronic diseases. The Company offers two families of lab tests under the OneTest brand. OneTest™ for Cancer is a
multi-cancer early detection (MCED) blood test, and OneTest for Longevity™ measures inflammatory biomarkers and is now commercially
available. OneTest’s affordable, accurate, accessible tests can be conveniently utilized at home using new, upper-arm capillary
collection devices that avoid painful needles. Tests are run in the Company’s College of American Pathologists (CAP) accredited,
Clinical Laboratory Improvement Amendments (CLIA) licensed laboratory in Gaithersburg, MD.
For
more information visit https://2020biolabs.com.
Forward-Looking
Statements
Certain
statements in this release are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933,
as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements involve known and unknown
risks and uncertainties and are based on the Company’s current expectations and projections about future events that it believes
may affect its financial condition, results of operations, business strategy, and financial needs. Forward-looking statements can be
identified by words such as “may,” “could,” “will,” “should,” “would,” “expect,”
“plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,”
“potential,” “project,” “continue,” or the negative of these terms or other comparable expressions.
Actual results may differ materially from those expressed or implied by such forward-looking statements. A number of factors could cause
actual results to differ materially from those contained in these forward-looking statements, including, but not limited to, the risks
described in the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”), available on the SEC’s
website at www.sec.gov, including the Company’s most recent Annual Report on Form 10-K, as well as in our other reports filed or
furnished from time to time with the SEC. The Company undertakes no obligation to publicly update or revise any forward-looking statements
to reflect events or circumstances that occur after the date of this release or to reflect the occurrence of unanticipated events, except
as required by applicable law. Although the Company believes the expectations expressed in these forward-looking statements are reasonable,
it cannot guarantee future results, and investors are cautioned that actual outcomes may differ materially from those anticipated.
Investor
Relations
Chris
Tyson
MZ
Group
Direct:
949-491-8235
AIDX@mzgroup.us
20/20
BIOLABS, INC.
CONDENSED
BALANCE SHEETS
(UNAUDITED)
| | |
March 31, 2026 | | |
December 31, 2025 | |
| | |
| | |
| |
| Assets | |
| | |
| |
| Current assets: | |
| | |
| |
| Cash and cash equivalents | |
$ | 4,219,099 | | |
$ | 1,025,987 | |
| Accounts receivable, net | |
| 201,481 | | |
| 199,954 | |
| Inventory | |
| 104,523 | | |
| 116,217 | |
| Prepaid expenses and other current assets | |
| 175,174 | | |
| 128,975 | |
| Total current assets | |
| 4,700,277 | | |
| 1,471,133 | |
| License agreement, net | |
| 265,518 | | |
| 271,143 | |
| Property and equipment, net | |
| 45,187 | | |
| 56,677 | |
| Intangible asset, net | |
| 206,801 | | |
| 202,264 | |
| Right-of-use assets, net | |
| 562,507 | | |
| 605,289 | |
| Deferred financing costs | |
| - | | |
| 1,507,794 | |
| Other assets | |
| 23,057 | | |
| 23,057 | |
| Total assets | |
$ | 5,803,347 | | |
$ | 4,137,357 | |
| | |
| | | |
| | |
| Liabilities and Stockholders’ equity | |
| | | |
| | |
| Current liabilities: | |
| | | |
| | |
| Accounts payable | |
$ | 980,486 | | |
$ | 868,545 | |
| Accrued liabilities | |
| 598,335 | | |
| 785,784 | |
| Accrued dividends — Series E convertible preferred stock | |
| 54,192 | | |
| - | |
| Deferred revenue | |
| 450,667 | | |
| 414,871 | |
| Derivative liability – current | |
| - | | |
| 143,382 | |
| Convertible note | |
| 306,716 | | |
| 74,611 | |
| Operating lease liability – current | |
| 189,649 | | |
| 175,948 | |
| Total current liabilities | |
| 2,580,045 | | |
| 2,463,141 | |
| | |
| | | |
| | |
| Long-term liabilities: | |
| | | |
| | |
| Convertible notes payable, net | |
| - | | |
| 619,355 | |
| Deferred revenue – long-term | |
| 37,055 | | |
| 41,816 | |
| Derivative liabilities – long-term | |
| - | | |
| 543,545 | |
| Operating lease liability – long term | |
| 429,122 | | |
| 488,725 | |
| Total long-term liabilities | |
| 466,177 | | |
| 1,693,441 | |
| | |
| | | |
| | |
| Total liabilities | |
| 3,046,222 | | |
| 4,156,582 | |
| | |
| | | |
| | |
| Commitments and contingencies (Note 9) | |
| | | |
| - | |
| | |
| | | |
| | |
| Contingently redeemable convertible preferred stock: | |
| | | |
| | |
| Series E convertible preferred stock, $0.01 par value; 45,000 authorized; 5,000 and 0 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively; liquidation preference of $5,494,500 | |
| 204,239 | | |
| - | |
| | |
| | | |
| | |
| Stockholders’ equity (deficit): | |
| | | |
| | |
| Series D preferred stock, $0.01 par value; 936,329 authorized; 0 and 101,565 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively | |
| - | | |
| 1,016 | |
| Series C preferred stock, $0.01 par value; 3,340,909 authorized; 0 and 1,204,040 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively | |
| - | | |
| 12,040 | |
| Series B preferred stock, $0.01 par value; 3,569,405 authorized; 0 and 1,471,487 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively | |
| - | | |
| 14,715 | |
| Series A-2 preferred stock, $0.01 par value; 800,000 authorized; 0 and 442,402 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively | |
| - | | |
| 4,424 | |
| Series A-1 preferred stock, $0.01 par value; 978,000 authorized; 0 and 651,465 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively | |
| - | | |
| 6,515 | |
| Series A preferred stock, $0.01 par value; 1,303,000 authorized; 0 and 846,368 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively | |
| - | | |
| 8,464 | |
| Common stock, $0.01 par value; 50,000,000 authorized; 10,442,960 and 5,442,249 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively | |
| 104,430 | | |
| 54,422 | |
| Additional paid-in capital | |
| 37,870,511 | | |
| 33,126,398 | |
| Accumulated deficit | |
| (35,422,055 | ) | |
| (33,247,219 | ) |
| Total stockholders’ (deficit) equity | |
| 2,552,886 | | |
| (19,225 | ) |
| Total liabilities, contingently redeemable preferred stock and stockholders’ equity | |
$ | 5,803,347 | | |
$ | 4,137,357 | |
20/20
BIOLABS, INC.
CONDENSED
STATEMENTS OF OPERATIONS
(UNAUDITED)
| | |
Three Months Ended March 31, | |
| | |
2026 | | |
2025 | |
| Revenues | |
$ | 353,375 | | |
$ | 553,820 | |
| Cost of revenues | |
| 290,491 | | |
| 388,025 | |
| Gross profit | |
| 62,884 | | |
| 165,795 | |
| | |
| | | |
| | |
| Operating expenses: | |
| | | |
| | |
| Sales, general and administrative | |
| 1,352,758 | | |
| 801,144 | |
| Research and development | |
| 153,482 | | |
| 136,831 | |
| Total operating expenses | |
| 1,506,240 | | |
| 937,975 | |
| | |
| | | |
| | |
| Operating loss | |
| (1,443,356 | ) | |
| (772,180 | ) |
| | |
| | | |
| | |
| Other (expense) income: | |
| | | |
| | |
| Interest expense | |
| (267,008 | ) | |
| (740 | ) |
| Interest income | |
| 6,653 | | |
| 8,458 | |
| Loss on change in fair value of warrant liability | |
| (148,766 | ) | |
| - | |
| Loss on issuance of convertible note | |
| (322,359 | ) | |
| - | |
| Other expense, net | |
| - | | |
| (115 | ) |
| Total other (expense) income | |
| (731,480 | ) | |
| 7,603 | |
| | |
| | | |
| | |
| Provision for income taxes | |
| - | | |
| - | |
| | |
| | | |
| | |
| Net loss | |
| (2,174,836 | ) | |
| (764,577 | ) |
| Dividend on preferred stock | |
| 54,192 | | |
| - | |
| Net loss attributable to common stockholders | |
$ | (2,120,644 | ) | |
$ | (764,577 | ) |
| | |
| | | |
| | |
| Basic and diluted net loss per common share | |
$ | (0.28 | ) | |
$ | (0.16 | ) |
| Weighted-average common shares outstanding, basic and diluted | |
| 7,657,229 | | |
| 4,823,125 | |
20/20
BIOLABS, INC.
CONDENSED
STATEMENTS OF CASH FLOWS
(UNAUDITED)
| | |
Three Months Ended March 31, | |
| | |
2026 | | |
2025 | |
| CASH FLOWS FROM OPERATING ACTIVITIES: | |
| | |
| |
| Net loss | |
$ | (2,174,836 | ) | |
$ | (764,577 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities: | |
| | | |
| | |
| Depreciation and amortization | |
| 12,306 | | |
| 17,825 | |
| Stock based compensation | |
| 128,440 | | |
| 129,650 | |
| Amortization of license fees | |
| 5,625 | | |
| 5,625 | |
| Amortization of right-of-use assets, net of liabilities | |
| (3,120 | ) | |
| (1,838 | ) |
| Amortization of debt discount | |
| 240,370 | | |
| - | |
| Issuance of shares for services | |
| 100,000 | | |
| - | |
| Change in fair value of derivative liability | |
| 148,766 | | |
| - | |
| Loss on issuance of convertible note | |
| 322,359 | | |
| - | |
| Changes in operating assets and liabilities: | |
| | | |
| | |
| Accounts receivable | |
| (1,527 | ) | |
| 5,610 | |
| Inventory | |
| 11,694 | | |
| (20,866 | ) |
| Prepaid expenses and other assets | |
| (46,199 | ) | |
| (64,259 | ) |
| Accounts payable | |
| 111,941 | | |
| 111,092 | |
| Accrued liabilities | |
| (202,448 | ) | |
| 129,413 | |
| Interest payable | |
| 26,634 | | |
| 740 | |
| Deferred revenue | |
| 31,035 | | |
| (36,708 | ) |
| Net cash used in operating activities | |
| (1,288,960 | ) | |
| (488,293 | ) |
| | |
| | | |
| | |
| CASH FLOWS FROM INVESTING ACTIVITIES: | |
| | | |
| | |
| Purchases of intangible assets, including patents | |
| (5,354 | ) | |
| - | |
| Net cash used in investing activities | |
| (5,354 | ) | |
| - | |
| | |
| | | |
| | |
| CASH FLOWS FROM FINANCING ACTIVITIES: | |
| | | |
| | |
| Proceeds from issuance of convertible notes payable | |
| 250,000 | | |
| 70,000 | |
| Proceeds from issuance of Series D preferred stock | |
| - | | |
| 192,338 | |
| Proceeds from issuance of Series E preferred stock | |
| 5,000,000 | | |
| - | |
| Offering costs | |
| (762,574 | ) | |
| - | |
| Net cash provided by financing activities | |
| 4,487,426 | | |
| 262,338 | |
| | |
| | | |
| | |
| Increase (decrease) in cash and cash equivalents | |
| 3,193,112 | | |
| (225,955 | ) |
| Cash and cash equivalents, beginning of year | |
| 1,025,987 | | |
| 1,784,009 | |
| Cash and cash equivalents, end of year | |
$ | 4,219,099 | | |
$ | 1,558,054 | |
| | |
| | | |
| | |
| Supplemental disclosures of cash flow information: | |
| | | |
| | |
| Cash paid for interest | |
$ | - | | |
$ | - | |
| Cash paid for income taxes | |
$ | - | | |
$ | - | |
| | |
| | | |
| | |
| Non-cash disclosures of cash flow information: | |
| | | |
| | |
| Conversion of preferred stock to common stock | |
$ | 47,174 | | |
$ | - | |
| Deferred offering costs – issuance of common stock and warrants as offering costs | |
$ | 3,654,057 | | |
$ | - | |
| Accrued dividends on Series E preferred stock | |
$ | 54,192 | | |
$ | - | |
| Derivative liabilities recognized as debt discounts | |
$ | 541,199 | | |
$ | - | |
| Derivative liabilities reclassified to equity | |
$ | 1,361,306 | | |
$ | - | |
| Conversion of convertible notes payable and accrued interest to common stock | |
$ | 834,812 | | |
$ | - | |