20/20 Biolabs, Inc. 10-Q

ITEM 1. FINANCIAL STATEMENTS. 20/20 BIOLABS, INC. UNAUDITED CONDENSED FINANCIAL STATEMENTS Page Condensed Balance Sheets as of March 31, 2026 and December 31, 2025 (unaudited) F-1 Condensed Statements of Operations for the Three Months Ended March 31, 2026 and 2025 (unaudited) F- 2 Condensed Statements of Stockholders’ Equity (Deficit) for the Three Months Ended March 31, 2026 and 2025 (unaudited) F-3 Condensed Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025 (unaudited) F-5 Notes to Unaudited Condensed Financial Statements F-6 1 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 See accompanying notes to the condensed financial statements F- 1 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 See accompanying notes to the condensed financial statements F- 2 20/20 BIOLABS, INC. CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) (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 101,565 $ 1,016 1,204,040 $ 12,040 1,471,487 $ 14,715 442,402 $ 4,424 651,465 $ 6,515 846,368 $ 8,464 5,442,249 $ 54,422 $ 33,126,398 $ ( 33,247,219 ) $ ( 19,225 ) Stock option expense - - - - - - - - - - - - - - 128,440 - 128,440 Conversion of series A preferred stock - - - - - - - - - ( 846,368 ) ( 8,464 ) 846,368 8,464 - - - Conversion of series A-1 preferred stock - - - - - - - ( 651,465 ) ( 6,515 ) - 651,465 6,515 - - - Conversion of series A-2 preferred stock - - - - - ( 442,402 ) ( 4,424 ) - - - - 442,402 4,424 - - - Conversion of series B preferred stock - - - ( 1,471,487 ) ( 14,715 ) - - - - - - 1,471,487 14,715 - - - Conversion of series C preferred stock - - ( 1,204,040 ) ( 12,040 ) - - - - - - - - 1,204,040 12,040 - - - Conversion of series D preferred stock ( 101,565 ) ( 1,016 ) - - - - - - - - - - 101,565 1,016 - - - Conversion of convertible debt to common stock - - - - - - - - - - - - 105,686 1,057 1,190,393 - 1,191,450 Reclassification of derivative instruments - - - - - - - - - - - - - - 1,004,568 - 1,004,568 Issuance of common stock for services - - - - - - - - - - - - 4,193 42 99,958 - 100,000 Common stock warrants issued as debt discount costs - - - - - - - - - - - - - - 16,160 - 16,160 Issuance of warrants in connection with issuance of series E convertible preferred stock - - - - - - - - - - - - - - 3,249,559 - 3,249,559 Offering costs in connection with issuance of series E convertible preferred stock - - - - - - - - - - - - 173,505 1,735 ( 890,773 ) - ( 889,038 ) Accrued dividends on series E convertible preferred stock - - - - - - - - - - - - - - ( 54,192 ) - ( 54,192 ) Net loss - - - - - - - - - - - - - - - ( 2,174,836 ) ( 2,174,836 ) Balance, March 31, 2026 - $ - - $ - - $ - - $ - - $ - - $ - 10,442,960 $ 104,430 $ 37,870,511 $ ( 35,422,055 ) $ 2,552,886 F- 3 20/20 BIOLABS, INC. CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) (CONTINUED) (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 62,441 $ 624 1,204,040 $ 12,040 1,471,487 $ 14,715 442,402 $ 4,424 651,465 $ 6,515 846,368 $ 8,464 4,823,125 $ 48,231 $ 30,947,601 $ ( 28,734 ) $ ( 29,508,398 ) $ 1,505,482 Stock option expense - - - - - - - - - - - - - 129,650 - - 129,650 Issuance of series D preferred 39,124 392 - - - - - - - - - - - - 163,212 28,734 - 192,338 Net loss - - - - - - - - - - - - - - - - ( 764,577 ) ( 764,577 ) Balance, March 31, 2025 101,565 $ 1,016 1,204,040 $ 12,040 1,471,487 $ 14,715 442,402 $ 4,424 651,465 $ 6,515 846,368 $ 8,464 4,823,125 $ 48,231 $ 31,240,463 $ - $ ( 30,272,975 ) $ 1,062,893 See accompanying notes to the condensed financial statements F- 4 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 $ - See accompanying notes to the condensed financial statements F- 5 20/20 BIOLABS, INC. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS MARCH 31, 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 March 31, 2026 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 three months ended March 31, 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 and ASC 815. The warrant described in Note 10 is classified as equity and has been included in additional paid-in capital within stockholders’ equity (deficit). 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. F- 6 20/20 BIOLABS, INC. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS MARCH 31, 2026 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. As of March 31, 2026, the Company had cash and cash equivalents of $ 4,219,099 and a total working capital of $ 2,120,232 . For the three months ended March 31, 2026, the Company incurred an operating loss of $ 1,443,356 and cash flows used in operating activities of $ 1,288,960 . 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 $ 5 million during the current year, which is anticipated to offset operational losses in the near term. 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. The Company’s revenue by contract type is as follows: Three Months Ended March 31, 2026 2025 Revenues OneTest $ 310,103 $ 471,379 BioCheck 21,547 56,967 CLIAx 21,725 25,474 Total revenues $ 353,375 $ 553,820 F- 7 20/20 BIOLABS, INC. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS MARCH 31, 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 March 31, 2026 and December 31, 2025 was $ 487,722 and $ 456,687 , respectively, and are related to OneTest and royalties. The following table provides information about contract liabilities from contracts with customers as of March 31, 2026 and December 31, 2025. March 31, 2026 December 31, 2025 OneTest ‒ commercial clients $ 386,667 $ 350,871 OneTest ‒ individuals 64,000 64,000 Royalty 37,055 41,816 Total deferred revenue $ 487,722 $ 456,687 Less: current portion ( 450,667 ) ( 414,871 ) Long-term deferred revenue $ 37,055 41,816 Significant changes in the contract liabilities balance during the period are as follows: Contract Liabilities Balance, December 31, 2025 $ 456,687 Non-cancelable contracts with customers entered during the period 217,413 Revenue recognized related to non-cancelable contracts with customers during the period ( 186,378 ) Balance, March 31, 2026 $ 487,722 NOTE 4 —PROPERTY AND EQUIPMENT Property and equipment as of March 31, 2026 and December 31, 2025 consisted of the following: March 31, 2026 December 31, 2025 Office equipment $ 147,259 $ 147,259 Furniture and fixtures 57,691 57,691 Laboratory equipment 282,726 323,524 Vehicles 40,555 40,555 Leasehold improvements 12,221 12,221 Total property and equipment 540,452 581,250 Less accumulated depreciation ( 495,265 ) ( 524,573 ) $ 45,187 $ 56,677 Depreciation expense for the three months ended March 31, 2026 and 2025 was $ 11,490 and $ 17,009 , respectively. NOTE 5 —INTANGIBLE ASSETS Intangible assets as of March 31, 2026 and December 31, 2025 consisted of the following: March 31, 2026 December 31, 2025 Issued patents (amortized) $ 31,840 $ 31,840 Unissued patents (unamortized) 212,504 207,150 Software development costs 4,654 4,654 Total patents 248,998 243,644 Less accumulated amortization ( 42,197 ) ( 41,380 ) $ 206,801 $ 202,264 Amortization expense for intangible assets for the three months ended March 31, 2026 and 2025 was $ 816 . F- 8 20/20 BIOLABS, INC. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS MARCH 31, 2026 NOTE 6 —OPERATING LEASES The following was included in the condensed balance sheets at March 31, 2026 and December 31, 2025: March 31, 2026 December 31, 2025 Operating lease right-of-use lease asset $ 1,242,936 $ 1,242,936 Accumulated amortization ( 680,429 ) ( 637,647 ) Net balance $ 562,507 $ 605,289 Operating lease liability, current 189,649 175,948 Operating lease liability, long-term 429,122 488,725 Total operating lease liabilities $ 618,771 $ 664,673 Weighted Average Remaining Lease Term – operating leases 37 months 40 months Weighted Average Discount Rate – operating leases 4.2 % 4.2 % Future minimum lease payments under operating leases as of March 31, 2026 were as follows: 2026 (remaining) $ 157,435 2027 215,036 2028 220,460 2029 68,293 Total lease payments 661,224 Less imputed interest ( 42,453 ) Maturities of lease liabilities $ 618,771 Lease expense for the three months ended March 31, 2026 and 2025 was comprised of the following: Three Months Ended March 31, 2026 2025 Operating lease expense $ 49,213 $ 49,213 NOTE 7 —CONVERTIBLE NOTES PAYABLE Convertible Promissory Notes – Private Placement On February 19, 2026, all principal and accrued interest in the aggregate amount of $ 73,857 due under the convertible promissory notes issued in January 2025 was converted into an aggregate of 14,151 shares of common stock. In connection with the conversion, the Company derecognized the related derivative liability of $ 87,878 associated with the conversion feature to additional paid-in capital, and recognized a loss of $ 70,378 on the change in fair value of the derivative liability and a gain on extinguishment of debt of $ 10,198 , included in interest expense in the statement of operations prior to conversion. Convertible Promissory Notes – Equity Crowdfunding On February 25, 2026, all principal and accrued interest in the aggregate amount of $ 760,955 due under the convertible promissory notes issued in connection with equity crowdfunding offerings in 2025 was converted into an aggregate of 91,535 shares of common stock. In connection with the conversion, the Company derecognized the related derivative liability of $ 283,759 associated with the conversion feature to additional paid-in capital, and recognized a loss of $ 105,444 on the change in fair value of the derivative liability and a loss on extinguishment of debt of $ 14,434 included in interest expense in the statement of operations prior to conversion. F- 9 20/20 BIOLABS, INC. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS MARCH 31, 2026 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 $ 570,000 and warrants to purchase a number of shares of common stock equal to $ 1,000,000 divided by the lower of (i) $ 8.00 and (ii) the Valuation based Bid Price or Compelling Evidence-based Bid Price, as submitted by the Company and accepted by The Nasdaq Stock Market (“Nasdaq”) in connection with the Company’s direct listing application with Nasdaq and calculated in accordance with Nasdaq Listing Rule IM-5505-1 (the “Nasdaq Price”). On February 19, 2026, the Company’s direct listing was completed with a Nasdaq Price of $ 11.42 . On November 17, 2025, the Company issued to Streeterville a secured convertible promissory note in the principal amount of $ 295,000 and a warrant to purchase 62,500 shares of common stock for a total purchase price of $ 250,000 , which, in addition to the original issue discount described below, includes $ 20,000 to pay Streeterville’s fees. On February 9, 2026, the Company issued to Streeterville a secured convertible promissory note in the principal amount of $ 275,000 and a warrant to purchase 62,500 shares of common stock for a total purchase price of $ 250,000 . These notes carry an original issue discount of $ 25,000 and accrue interest at a rate of eight percent ( 8 %) per annum with the principal amount and all accrued interest being due and payable six months (6) after issuance. The Company may prepay the notes upon ten (10) trading days’ notice; provided that if such prepayment is made after thirty (30) days following the issuance date, then the Company must pay a prepayment penalty in an amount equal to 110 % of the amount being prepaid. These notes are secured by all of the Company’s assets pursuant to a security agreement and an intellectual property security agreement, each entered into between the parties on November 17, 2025, and contain customary covenants and events of default for a loan of this type. Upon an event of default, the interest rate shall increase to fifteen percent ( 15 %) per annum or the maximum rate permitted under applicable law. In addition, the notes contain certain triggering events that would increase the outstanding balance. Upon the occurrence of a Major Triggering Event (as defined in the notes), the outstanding balance would increase by an amount equal to fifteen percent ( 15 %) of the then outstanding balance, and upon the occurrence of a Minor Triggering Event (as defined in the notes), the outstanding balance would increase by an amount equal to five percent ( 5 %) of the then outstanding balance. At any time commencing on February 19, 2026 (the first day that the Company’s common stock commenced trading on Nasdaq), Streeterville may, at its election, convert all or any portion of the outstanding balance of the notes into shares of common stock at a conversion price of $ 6.80 . Notwithstanding the foregoing, the notes provide that, on the date on which the Subsequent Registration Statement (as defined in the notes) is declared effective by the SEC, the notes shall automatically be exchanged for a number of shares of series E convertible preferred stock equal to the outstanding balance of the notes divided by $ 1,000 . See also Note 12. The warrants may be exercised at any time on or after February 19, 2026 and until February 28, 2027 at an exercise price of $ 8.00 (subject to standard adjustments for stock splits, stock dividends, recapitalizations and similar transactions). 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 2,169 shares of common stock at an exercise price of $ 8.16 per share (subject to standard adjustments for stock splits, stock dividends, recapitalizations and similar transactions), and in connection with the issuance of the note on February 9, 2026, the Company issued a placement agent warrant to Maxim to purchase 2,022 shares of common stock at an exercise price of $ 8.16 per share (subject to standard adjustments for stock splits, stock dividends, recapitalizations and similar transactions). The warrants have a term of five years and were issued as compensation for placement agent services. The placement agent warrants were evaluated separately and determined to be equity-classified instruments, and accordingly, the Company recognized a day-one loss of $ 16,160 , with the fair value recorded in additional paid-in capital as a cost of the financing. In addition, the Company recorded a cash placement fee of $ 15,000 , representing 6 % of the proceeds of the offering, which was recorded as a debt discount. F- 10 20/20 BIOLABS, INC. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS MARCH 31, 2026 The Company recorded detachable warrants as a derivative liability of $ 347,865 , with $ 235,000 recognized as a debt discount and the fair value exceeded the carrying value resulting in a day-one loss of $ 119,361 . The Company recognized a day-one loss of $ 186,838 related to the embedded conversion feature, which was determined to meet the criteria for derivative classification and was accounted for as a derivative liability. In aggregate, the Company recognized a total day-one loss of $ 322,359 which was recognized in the statement of operations. Upon the effectiveness of the Company’s direct listing, the related derivative liabilities were remeasured to fair value and reclassified to additional paid-in capital within stockholders’ equity as the instruments no longer met derivative liability classification criteria. As of March 31, 2026, the outstanding principal balance of the notes was $ 570,000 , with accrued interest of $ 11,929 . After giving effect to unamortized debt discount of $ 275,213 , the net carrying value of the notes was $ 306,716 . 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: dividend yield: 0 %; volatility: 72.1 % to 77.6 %; risk free rate 3.43 - 4.13 %; estimated term 1.03 - 1.50 years. 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. The following table provides a roll-forward of changes for financial instruments measured at fair value on a recurring basis for the three months ended March 31, 2026: Amount Fair value at December 31, 2025 $ 686,927 Derivative liability – issuance of warrants 354,361 Derivative liability – convertible debt conversion feature 186,837 Conversion of debt to equity ( 1,005,256 ) Reclassification to additional paid-in capital upon equity classification ( 371,636 ) Fair value adjustment to derivative liability – issuance of warrants and conversion feature 148,766 Fair value at March 31, 2026 $ - NOTE 9 —COMMITMENTS AND CONTINGENCIES License Agreements Licenses agreements as of March 31, 2026 and December 31, 2025 consisted of the following: March 31, 2026 December 31, 2025 International license agreement $ 450,080 $ 450,008 Total license agreements 450,080 450,008 Less accumulated amortization ( 184,562 ) ( 178,865 ) $ 265,518 $ 271,143 F- 11 20/20 BIOLABS, INC. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS MARCH 31, 2026 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 $ 40,000,000 (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 (the “Commitment Shares”); (iii) 475,000 shares of common stock (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, the Company 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, the Company issued 5,000 shares of series E convertible preferred stock and a warrant to purchase 3,502,627 shares of common stock at an exercise price of $ 11.42 per share (subject to standard adjustments for stock splits, stock dividends, recapitalizations and similar transactions) 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, the Company 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. The gross proceeds of $ 5,000,000 were allocated between the series E convertible preferred stock and the warrant based on their relative fair values on February 19, 2026. In addition, the related offering costs totaling approximately $ 4,416,631 were also allocated between the series E convertible preferred stock and the warrant based on their relative fair values on February 19, 2026, and offset against their recorded amounts. Pursuant to the Preferred Purchase Agreement, the Company 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 the Company is 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). 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 45,000 shares of its preferred stock as series E convertible preferred stock. Each share of series E convertible preferred stock has a stated value of $ 1,098.90 (the “Stated Value”); provided that upon the occurrence of an Event of Default (as defined in the Certificate of Designation), the Stated Value will automatically increase by ten percent ( 10 %). 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. F- 12 20/20 BIOLABS, INC. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS MARCH 31, 2026 Dividend Rights . Each share of series E convertible preferred stock shall accrue a rate of return on the Stated Value at a rate of 9 % per annum (the “Preferred Return”); provided that following the occurrence of an Event of Default (as defined in the Certificate of Designation), the Preferred Return will increase to 15 % per annum until such Event of Default has been cured. The Preferred Return shall accrue on each share of series E convertible preferred stock from its issuance date, shall compound daily and be payable on a quarterly basis within five (5) trading days following the end of each calendar quarter, either in cash or via the issuance to the applicable holder of an additional number of shares of series E convertible preferred stock equal to the Preferred Return then accrued and unpaid, divided by the Stated Value, with the election as to payment in cash or via the issuance of additional shares of series E convertible preferred stock to be determined in the discretion of the Company. For the three months ended March 31, 2026, cumulative dividends earned on the series E convertible preferred stock were $ 54,192 . 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 $ 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 after the first issuance. Since no additional issuances were made in the first quarter, the floor price as of March 31, 2026 could not be determined (see also Note 12). Notwithstanding the foregoing, the Company will not effect any conversion, and a holder will not have the right to convert, shares of series E convertible preferred stock to the extent that, after giving effect to the conversion, the holder (together with its affiliates) would beneficially own in excess of 9.99 % of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares of common stock upon such conversion. F- 13 20/20 BIOLABS, INC. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS MARCH 31, 2026 Redemption Rights . At any time after the date that is six ( 6 ) months from the applicable issuance date of the series E convertible preferred stock, the Company may elect, in the sole discretion of its board of directors, to redeem all or any portion of the series E convertible preferred stock then issued and outstanding from all of the holders by paying to the holders an amount in cash equal to the Series E Preferred Liquidation Amount then applicable to such shares of series E convertible preferred stock being redeemed multiplied by 120 %. In addition, if an Event of Default (as defined in the Certificate of Designation) has occurred, the holders of at least a majority of the outstanding shares of series E convertible preferred stock may, by notice to the Company, force the Company to redeem all of the issued and outstanding shares of series E convertible preferred stock for a price equal to (i) the Stated Value of all such shares; plus (ii) any accrued and unpaid Preferred Return with respect to all such shares, provided that such Preferred Return shall be paid in cash in an amount equal to the number of shares otherwise issuable for the Preferred Return multiplied by the Stated Value; plus (iii) any and all other amounts due and payable to the holders pursuant to the Certificate of Designation. 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. As of March 31, 2026, there were 5,000 shares of series E convertible preferred stock issued and outstanding. 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) 846,368 shares of common stock upon the conversion of 846,368 shares of series A preferred stock, (ii) 651,465 shares of common stock upon the conversion of 651,465 shares of series A-1 preferred stock, (iii) 442,402 shares of common stock upon the conversion of 442,402 shares of series A-2 preferred stock, (iv) 1,471,487 shares of common stock upon the conversion of 1,471,487 shares of series B preferred stock, (v) 1,204,040 shares of common stock upon the conversion of 1,204,040 shares of series C preferred stock and (vi) 101,565 shares of common stock upon the conversion of 101,565 shares of series D preferred stock. On February 19, 2026, the Company issued 173,505 shares of common stock to Maxim as partial compensation for its services in connection with the Company’s direct listing and included within stock offering costs. On February 19, 2026, the Company issued 14,151 shares of common stock upon the conversion all principal and accrued interest in the aggregate amount of $ 73,857 due under the convertible promissory notes issued in January 2025 (see Note 7). On February 25, 2026, the Company issued 91,535 shares of common stock upon the conversion all principal and accrued interest in the aggregate amount of $ 760,955 due under the convertible promissory notes issued in connection with equity crowdfunding offerings in 2025 (see Note 7). F- 14 20/20 BIOLABS, INC. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS MARCH 31, 2026 On March 2, 2026, the Company issued 4,193 shares of common stock to a service provider. As of March 31, 2026 and December 31, 2025, there were 10,442,960 and 5,442,249 shares of common stock issued and outstanding, respectively. 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 352,936 shares of common stock at an exercise price of $ 3.39 per share, which vests quarterly over four ( 4 ) years commencing on April 1, 2026. Management determines the value of options granted using the closing market price of the Company’s common stock and the Black-Scholes option pricing model. The fair value of the stock option was determined using the Black-Scholes option pricing model with the following assumptions: dividend yield: 0 %; volatility: 79.4 %; risk free rate %; estimated term six years for a total fair market value of $ 712,715 . During the three months ended March 31, 2026 and 2025, the Company recorded stock-based compensation of $ 128,440 and $ 129,650 , respectively, which is an expense of $ 4,657 and $ 4,657 in cost of revenues, $ 98,379 and $ 99,589 in the sales, general and administrative expenses, and $ 25,404 and $ 25,404 in research and development, respectively. As of March 31, 2026, there was approximately $ 1,274,285 of total unrecognized share-based compensation related to unvested stock options, which the Company expects to recognize over approximately four years . 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 2,969,860 $ 1.72 6.77 Granted 352,936 3.39 10.0 Exercised - - - Forfeited - - - Expired - - - Options outstanding, March 31, 2026 3,322,796 $ 1.89 6.88 Options exercisable, March 31, 2026 2,633,089 $ 1.65 6.37 The Company recognizes compensation expense for stock option awards on a straight-line basis over the applicable service period of the award. The service period is generally the vesting period. The following assumptions were used to calculate share-based compensation expense for three months ended March 31, 2026: Exercise price $ 3.39 Share price $ 2.95 Volatility 79.40 % Risk-free interest rate 3.63 % Dividend yield 0.0 Expected term 6.06 years F- 15 20/20 BIOLABS, INC. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS MARCH 31, 2026 Warrants On February 9, 2026, the Company issued a warrant to purchase 62,500 shares of common stock at an exercise price of $ 8.00 (subject to standard adjustments for stock splits, stock dividends, recapitalizations and similar transactions) to Streeterville pursuant to the Note Purchase Agreement (see Note 7), which expires on February 28, 2027. On February 9, 2026, the Company issued a five-year warrant to purchase 2,022 shares of common stock at an exercise price of $ 8.16 per share (subject to standard adjustments for stock splits, stock dividends, recapitalizations and similar transactions) to Maxim as partial compensation for placement agent services (see Note 7). On February 19, 2026, the Company issued a warrant to purchase 3,502,627 shares of common stock at an exercise price of $ 11.42 per share (subject to standard adjustments for stock splits, stock dividends, recapitalizations and similar transactions) to Streeterville pursuant to the Preferred Purchase Agreement, which expires on November 30, 2026. On February 19, 2026, the Company issued a five-year warrant to purchase 24,057 shares of common stock at an exercise price of $ 13.704 per share (subject to standard adjustments for stock splits, stock dividends, recapitalizations and similar transactions) to Maxim as partial compensation for placement agent services. 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 64,966 $ 7.99 1.51 Granted 3,591,206 11.37 1.03 Exercised - - - Forfeited/Expired - - - Warrants outstanding, March 31, 2026 3,656,172 11.31 1.17 Warrants exercisable, March 31, 2026 3,656,172 $ 11.31 1.17 The following assumptions were used to calculate the warrant values: Exercise price $ 8.00 - $ 13.70 Share price $ 11.42 Volatility 74.8 % - 77.6 % Risk-free interest rate 3.68 % - 3.92 % Dividend yield 0.0 Expected term 1.3 to 5.0 years F- 16 20/20 BIOLABS, INC. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS MARCH 31, 2026 NOTE 11 —RELATED PARTY TRANSACTIONS As of March 31, 2026 and December 31, 2025, the Company had an outstanding balance of $ 209,000 payable to members of its board of directors related to accrued but unpaid director fees. The balance is included in accrued expenses in the accompanying balance sheets. 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 three months ended March 31, 2026 and 2025, the Company paid $ 30,875 and $ 24,389 , respectively, to this related party. NOTE 12 —SUBSEQUENT EVENTS The Company has evaluated subsequent events that occurred after March 31, 2026 through May 20, 2026, the issuance date of these financial statements. On April 1, 2026, the Company issued 50 shares of series E preferred stock as payment of quarterly dividends on such shares. On April 2, 2026, the Company issued (i) a non-qualified stock option for the purchase of 150,000 shares of common stock at an exercise price of $ 1.88 per share, which vested immediately, and (ii) a non-qualified stock option for the purchase of 100,000 shares of common stock at an exercise price of $ 1.88 per share, which vests 25 % on the first anniversary of the date of grant and monthly thereafter for the remaining 36 months , each under the Company’s 2022 Stock Incentive Plan. On April 7, 2026, the Company issued 37,129 shares of common stock to a service provider. On April 10, 2026, all principal and accrued interest due under the secured convertible promissory notes described in Note 7 was exchanged for 583 shares of series E convertible preferred stock in accordance with the terms of the secured convertible promissory notes. As described in Note 10, the conversion price of the series E convertible preferred stock is subject to a floor price of 20 % of the “Minimum Price” as defined in Nasdaq Rule 5635, calculated as of the most recent issuance date after the first issuance. Following this issuance, the floor price is $ 0.376 . On April 23, 2026, the Company entered into a global amendment with Streeterville, pursuant to which the exercise price of the warrants issued to it on November 17, 2025, February 9, 2026 and February 16, 2026 (see Note 10) was reduced to $ 2.25 per share (subject to standard adjustments for stock splits, stock dividends, recapitalizations and similar transactions). The Company has the right to terminate the global amendment within ninety (90) days of execution upon at least two (2) trading days’ written notice, during which time Streeterville may exercise the warrants at the foregoing price. On April 27, 2026, the Company issued 3,669 shares of common stock to a service provider. On May 13, 2026, the Company issued 127,770 shares of common stock upon the conversion of 140 shares of series E convertible preferred stock. F- 17