20/20 Biolabs lowers shareholder meeting quorum

20/20 Biolabs, Inc. reported that its Board of Directors approved an amendment to the company’s Amended and Restated Bylaws on May 19, 2026.

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Form Type

8-K

Rhea-AI Filing Summary

20/20 Biolabs, Inc. reported that its Board of Directors approved an amendment to the company’s Amended and Restated Bylaws on May 19, 2026. The change lowers the shareholder quorum requirement for stockholder meetings from a majority of shares outstanding to one-third of shares outstanding.

This adjustment makes it easier for the company to reach a valid quorum and conduct official business at stockholder meetings, which can be important when investor participation is limited. The full text of Amendment No. 1 to the bylaws is filed as an exhibit to this report.

8-K Event Classification

3 items: 3.03, 5.03, 9.01

3 items

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Quorum requirement: One-third of shares outstanding

1 metrics

Quorum requirement One-third of shares outstanding Stockholder meetings after Board action on May 19, 2026

Key Terms

quorum, Amended and Restated Bylaws, Emerging Growth Company, Exhibit 3.2

4 terms

quorum financial

"was amended to reduce the quorum required for a meeting of stockholders"

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.

Amended and Restated Bylaws regulatory

"Amendment No. 1 to the Company’s Amended and Restated Bylaws"

A company’s amended and restated bylaws are its internal rulebook rewritten to include all changes in one updated document, replacing the old bylaws. For investors, this matters because the bylaws set how the board, shareholders and officers make decisions, hold votes and handle disputes; a new consolidated version can change voting rights, control mechanisms or procedures that affect corporate governance and the value or risk of an investment.

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.

Exhibit 3.2 regulatory

"full text of the Amendment filed as Exhibit 3.2 to this report"

FAQ

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

What governance change did 20/20 Biolabs (AIDX) disclose in this 8-K?

20/20 Biolabs disclosed that its Board approved an amendment to the Amended and Restated Bylaws. The change reduces the shareholder quorum requirement for stockholder meetings, potentially making it easier to conduct official corporate business when turnout is lower.

How did 20/20 Biolabs (AIDX) change its shareholder meeting quorum?

The company amended Section 2.5 of its Amended and Restated Bylaws to lower the quorum from a majority of shares outstanding to one-third of shares outstanding. This means fewer shares need to be represented for meetings to proceed validly.

When did 20/20 Biolabs’ Board approve the bylaw amendment?

The Board of 20/20 Biolabs approved Amendment No. 1 to the Amended and Restated Bylaws on May 19, 2026. This date marks when the new quorum requirement for stockholder meetings was formally adopted by the company’s Board.

Where can investors see the full text of 20/20 Biolabs’ bylaw amendment?

Investors can review the full text of Amendment No. 1 in Exhibit 3.2 to the report. The company states that its brief description is qualified in its entirety by reference to this exhibit, which is incorporated into the filing.

Who signed the 20/20 Biolabs (AIDX) 8-K reporting the quorum change?

The 8-K was signed on behalf of 20/20 Biolabs by Jonathan Cohen, the company’s Chief Executive Officer. His electronic signature appears in the signature block, confirming the company’s authorization of the disclosure.

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

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Accepted by SEC EDGAR 05/26/2026 - 04:28 PM EDT

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): May 26, 2026 (May 19, 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 3.03

Material Modification to Rights of Security Holders.

On May 19, 2026, the Board of Directors of 20/20 Biolabs, Inc. (the “Company”) adopted Amendment No. 1 to the Company’s Amended and Restated Bylaws (the “Amendment”), pursuant to which Section 2.5 of the Company’s Amended and Restated Bylaws was amended to reduce the quorum required for a meeting of stockholders from a majority of the shares outstanding to one-third of the shares outstanding.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment filed as Exhibit 3.2 to this report, which is incorporated herein by reference.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth in Item 3.03 above is incorporated herein in its entirety.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description of Exhibit
3.1		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)
3.2		Amendment No. 1 to Amended and Restated Bylaws of 20/20 Biolabs, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: May 26, 2026	20/20 BIOLABS, INC.

	/s/ Jonathan Cohen
	Name: Jonathan Cohen
	Title: Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents