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20/20 Biolabs OKs 500M-share authorization

Stockholders of 20/20 Biolabs approved a charter amendment increasing authorized common shares from 50 million to 500 million.

(Moderate)
(Negative)
Form Type
8-K

Rhea-AI Filing Summary

20/20 Biolabs, Inc. (AIDX) reports that stockholders approved a charter amendment at the adjourned annual meeting held on September 16, 2026. The amendment increases the number of shares of common stock the company is authorized to issue from 50 million to 500 million.

As of the June 22, 2026 record date, 12,251,198 shares of common stock were outstanding and entitled to vote, and 4,256,837 shares were represented in person or by proxy, constituting a quorum. Proposal 3 passed with 3,028,609 votes for, 1,155,607 against, and 72,621 abstentions.

Positive

  • None.

Negative

  • None.

Filing Explained

The approved amendment raises 20/20 Biolabs’ authorized common-share ceiling from 50 million to 500 million; it creates capacity that could reduce existing holders’ percentage ownership if additional shares are issued, but does not report an issuance in this filing.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Authorized common stock before amendment 50,000,000 shares Number of common shares the company was authorized to issue before the charter amendment
Authorized common stock after amendment 500,000,000 shares Number of common shares the company is authorized to issue after stockholder approval of Proposal 3
Shares outstanding at record date 12,251,198 shares Common stock outstanding and entitled to vote as of June 22, 2026
Shares represented at adjourned meeting 4,256,837 shares Common shares represented in person or by valid proxies at the September 16, 2026 adjourned meeting
Votes for Proposal 3 3,028,609 votes Votes cast in favor of the charter amendment to increase authorized common stock
Votes against Proposal 3 1,155,607 votes Votes cast against the charter amendment to increase authorized common stock
Abstentions on Proposal 3 72,621 votes Abstentions on the charter amendment proposal
authorized to issue regulatory
"increase the number of shares of common stock that the Company is authorized to issue"
Second Amended and Restated Certificate of Incorporation regulatory
"approved an amendment and restatement of the Company’s Second Amended and Restated Certificate"
definitive proxy statement regulatory
"described in detail in the Company’s definitive proxy statement, dated June 23, 2026"
A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.
quorum regulatory
"4,256,837 shares of common stock were represented in person or by valid proxies ... constituting a quorum"
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
Emerging Growth Company regulatory
"Emerging Growth Company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What charter change did 20/20 Biolabs (AIDX) stockholders approve?

Stockholders approved an amendment and restatement of the certificate of incorporation to increase authorized common stock from 50 million shares to 500 million shares, as described in the company’s definitive proxy statement dated June 23, 2026.

How many 20/20 Biolabs (AIDX) shares were entitled to vote on Proposal 3?

As of the June 22, 2026 record date, 12,251,198 shares of common stock were outstanding and entitled to vote on Proposal 3 at the adjourned annual meeting.

What was the quorum at the 20/20 Biolabs adjourned meeting on September 16, 2026?

A total of 4,256,837 shares of common stock were represented in person or by valid proxies at the adjourned meeting, which the company states constituted a quorum for Proposal 3.

What were the vote results for Proposal 3 at 20/20 Biolabs (AIDX)?

Proposal 3 received 3,028,609 votes for, 1,155,607 votes against, and 72,621 abstentions, resulting in stockholder approval of the charter amendment increasing authorized common stock.

When was the adjourned 20/20 Biolabs annual meeting held for Proposal 3?

The adjourned portion of the annual meeting to consider Proposal 3 was held on September 16, 2026 at 10:00 a.m. Eastern Time.

Who signed the 20/20 Biolabs (AIDX) report about the charter amendment?

The report was signed on behalf of 20/20 Biolabs, Inc. by Jonathan Cohen, the company’s Chief Executive Officer, dated September 18, 2026.

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

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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): September 18, 2026 (September 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 5.07Submission of Matters to a Vote of Security Holders.

 

As previously disclosed, on August 18, 2026, 20/20 Biolabs, Inc. (the “Company”) convened its annual meeting of stockholders of the Company (the “Annual Meeting”). At the Annual Meeting, the Company did not receive a sufficient number of votes with respect to Proposal 3 (Charter Amendment), so the Company adjourned the Annual Meeting with respect to Proposal 3 until September 16, 2026 at 10:00 a.m. Eastern Time (the “Adjourned Meeting”).

 

Holders of shares of the Company’s common stock at the close of business on June 22, 2026 were entitled to vote at the Adjourned Meeting. As of such date, there were 12,251,198 shares of common stock outstanding and entitled to vote. A total of 4,256,837 shares of common stock were represented in person or by valid proxies at the Adjourned Meeting, constituting a quorum.

 

The final results for the votes cast for Proposal 3 are set forth below. This Proposal is described in detail in the Company’s definitive proxy statement, dated June 23, 2026, the relevant portions of which are incorporated herein by reference.

 

Proposal 3: The Company’s stockholders approved an amendment and restatement of the Company’s Second Amended and Restated Certificate of Incorporation to, among other things, increase the number of shares of common stock that the Company is authorized to issue from 50 million shares to 500 million shares. The votes regarding this proposal were as follows:

 

Votes For   Votes Against   Abstentions
3,028,609   1,155,607   72,621

 

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: September 18, 2026 20/20 BIOLABS, INC.
   
  /s/ Jonathan Cohen
  Name:  Jonathan Cohen
  Title: Chief Executive Officer

 

2

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