What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-08-14 compared with 2026-05-20 · 344 added, 554 removed, 215 unchanged (81% of the section changed)

1 unchanged sentence

20/20 BIOLABS, INC.

UNAUDITED CONDENSED FINANCIAL

Balance Sheets as of March 31, 2026 and December 31, 2025 (unaudited)

Condensed Statements of Operations for the Three Months Ended March 31, 2026 and 2025 (unaudited)

Condensed Statements of Stockholders’ Equity (Deficit) for the Three Months Ended March 31, 2026 and 2025 (unaudited)

Condensed Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025 (unaudited)

Notes to Unaudited Condensed Financial Statements

UNAUDITED CONDENSED FINANCIAL STATEMENTS

Condensed Balance Sheets as of June 30, 2026 and December 31, 2025 (unaudited) F-1

Condensed Statements of Operations for the Three and Six Months Ended June 30, 2026 and 2025 (unaudited) F-2

Condensed Statements of Stockholders’ Equity (Deficit) for the Three and Six Months Ended June 30, 2026 and 2025 (unaudited) F-3

Condensed Statements of Cash Flows for the Six Months Ended June 30, 2026 and 2025 (unaudited) F-5

Notes to Unaudited Condensed Financial Statements F-6

20/20 BIOLABS, INC.

3 unchanged sentences

Accounts receivable, net 291,486 199,954

Inventory 111,036 116,217

Prepaid expenses and other current assets 126,961 128,975

5 unchanged sentences

Deferred financing costs - 1,507,794

Liabilities and Stockholders’ equity

Other assets 23,057 23,057

Total assets $ 6,123,185 $ 4,137,357

Liabilities and Stockholders’ Equity (Deficit)

Current liabilities:

2 unchanged sentences

Accrued dividends – Series E convertible preferred stock 121,662 -

Deferred revenue

Deferred revenue – current 467,033 414,871

Derivative liability – current - 143,382

Convertible note

Convertible notes payable – current - 74,611

Operating lease liability – current 192,731 175,948

11 unchanged sentences

45,000 authorized;

5,000 and 0 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively;

5,228 and 0 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively;

liquidation preference of $ 6,273,600 1,538,608 -

2 unchanged sentences

936,329 authorized;

0 and 101,565 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

0 and 101,565 shares issued and outstanding as of June 30, 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

0 and 1,204,040 shares issued and outstanding as of June 30, 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

0 and 1,471,487 shares issued and outstanding as of June 30, 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

0 and 442,402 shares issued and outstanding as of June 30, 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

0 and 651,465 shares issued and outstanding as of June 30, 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

0 and 846,368 shares issued and outstanding as of June 30, 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

12,251,198 and 5,442,249 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively 122,512 54,422

Additional paid-in capital 38,426,586 33,126,398

Accumulated deficit ( 36,928,398 ) ( 33,247,219 )

( 35,422,055 )

( 33,247,219 )

Total stockholders’ (deficit) equity

Total liabilities, contingently redeemable preferred stock and stockholders’

Total stockholders’ equity (deficit) 1,620,700 ( 19,225 )

Total liabilities, contingently redeemable preferred stock and stockholders’ equity (deficit) $ 6,123,185 $ 4,137,357

See accompanying notes to the condensed financial

1 unchanged sentence

CONDENSED STATEMENTS OF OPERATIONS

Three Months Ended March 31,

FOR THE THREE AND SIX MONTHS ENDED JUNE 30,

2026 AND 2025

Three Months Ended

Six Months Ended

Revenues $ 730,571 $ 535,060 $ 1,083,946 $ 1,088,880

Cost of revenues 425,844 371,796 716,335 759,822

Gross profit 304,727 163,264 367,611 329,058

Operating expenses:

3 unchanged sentences

Operating loss ( 1,244,223 ) ( 845,671 ) ( 2,687,579 ) ( 1,617,852 )

( 1,443,356 )

Other (expense) income:

6 unchanged sentences

Provision for income taxes - - - -

( 2,174,836 )

Dividend on preferred stock

Net loss ( 1,506,343 ) ( 840,933 ) ( 3,681,180 ) ( 1,605,511 )

Deemed dividend on warrant modifications ( 1,124,676 ) - ( 1,124,676 ) -

Preferred stock dividends ( 121,662 ) - ( 175,854 ) -

Net loss attributable to common stockholders $ ( 2,752,681 ) $ ( 840,933 ) $ ( 4,981,710 ) $ ( 1,605,511 )

$ ( 2,120,644 )

$ ( 764,577 )

Basic and diluted net loss per common share $ ( 0.26 ) $ ( 0.17 ) $ ( 0.54 ) $ ( 0.33 )

4 unchanged sentences

EQUITY (DEFICIT)

Preferred Stock

FOR THE THREE AND SIX MONTHS ENDED JUNE 30,

2026 AND 2025

Additional Paid-in

Stockholders’

December 31, 2025

$ ( 33,247,219 )

option expense

of series A preferred stock

of series A-1 preferred stock

of series A-2 preferred stock

of series B preferred stock

( 1,471,487 )

of series C preferred stock

( 1,204,040 )

of series D preferred stock

of convertible debt to common stock

Reclassification

of derivative instruments

of common stock for services

stock warrants issued as debt discount costs

of warrants in connection with issuance of series E convertible preferred stock

costs in connection with issuance of series E convertible preferred stock

dividends on series E convertible preferred stock

( 2,174,836 )

March 31, 2026

$ ( 35,422,055 )

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

Stock option expense - - - - - - - - - - - - - 371,300 371,300

Conversion of series E convertible

preferred stock - - - - - - - - - - - - 1,767,440 17,674 225,345 - 243,019

Issuance of common stock for services - - - - - - - - 40,798 408 81,092 - 81,500

Accrued dividends on series E convertible preferred stock - - - - - - - - - - - - - - ( 121,662 ) - ( 121,662 )

Deemed dividend on warrant modifications of $ 1,124,676 - - - - - - - - - - - - - - - - -

Net loss - - - - - - - - - - - - - - - ( 1,506,343 ) ( 1,506,343 )

Balance, June 30,2026 - $ - - $ - - $ - - $ - - $ - - $ - 12,251,198 $ 122,512 $ 38,426,586 $ ( 36,928,398 ) $ 1,620,700

20/20 BIOLABS, INC.

CONDENSED STATEMENTS OF STOCKHOLDERS’

EQUITY (DEFICIT) (CONTINUED)

Preferred Stock

Total Stockholders’

EQUITY (DEFICIT)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30,

2026 AND 2025

Additional Paid-in

Stockholders’

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

1 unchanged sentence

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

Stock option expense - - - - - - - - - - - - - - 129,650 - - 129,650

Net loss - - - - - - - - - - - - - - - - ( 840,933 ) ( 840,933 )

Balance June 30, 2025 101,565 $ 1,016 1,204,040 $ 12,043 1,471,487 $ 14,715 442,402 $ 4,424 651,465 $ 6,515 846,368 $ 8,464 4,823,125 $ 48,231 $ 31,370,113 $ - $ ( 31,113,908 ) $ 351,610

See accompanying notes to the condensed financial

20/20 BIOLABS, INC.

CONDENSED STATEMENTS OF CASH FLOWS

Three Months Ended March 31,

FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025

Six Months Ended June 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

$ ( 2,174,836 )

$ ( 764,577 )

Net loss $ ( 3,681,180 ) $ ( 1,605,511 )

Adjustments to reconcile net loss to net cash used in operating activities:

2 unchanged sentences

Amortization of license fees 13,125 11,250

Issuance of common stock for services 181,500 -

Loss on issuance of convertible note 322,359 -

Amortization of right-of-use assets, net of liabilities ( 6,238 ) ( 3,676 )

Amortization of debt discount 515,583 -

Issuance of shares for services

Change in fair value of derivative liability 148,766 -

Loss on issuance of convertible note

Changes in operating assets and liabilities:

Accounts receivable ( 91,532 ) ( 38,979 )

Inventory 5,181 ( 14,496 )

Prepaid expenses and other assets 2,014 53,770

1 unchanged sentence

Accrued liabilities ( 29,883 ) 192,468

Interest payable

Deferred revenue 43,270 ( 94,161 )

Net cash used in operating activities ( 1,894,420 ) ( 1,022,398 )

( 1,288,960 )

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchases of intangible assets, including patents ( 5,354 ) -

License agreement ( 7,500 ) -

Net cash used in investing activities ( 12,854 ) -

2 unchanged sentences

Proceeds from issuance of series D preferred stock - 192,338

Proceeds from issuance of Series E preferred stock

Proceeds from issuance of series E convertible preferred stock 6,000,000 -

Offering costs ( 822,573 ) -

1 unchanged sentence

Increase (decrease) in cash and cash equivalents 3,520,153 ( 760,060 )

Cash and cash equivalents, beginning of year

Cash and cash equivalents, end of year

Cash and cash equivalents, beginning of period 1,025,987 1,784,009

Cash and cash equivalents, end of period $ 4,546,140 $ 1,023,949

Supplemental disclosures of cash flow information:

4 unchanged sentences

Deferred offering costs – issuance of common stock and warrants as offering costs $ 3,654,057 $ -

Accrued dividends on Series E preferred stock

Accrued dividends on series E convertible preferred stock $ 121,662 $ -

Deemed dividend on warrant modifications $ 1,124,676 $ -

Issuance of preferred stock for dividends on series E convertible preferred stock $ 54,192 $ -

Derivative liabilities recognized as debt discounts $ 541,199 $ -

1 unchanged sentence

Conversion of convertible notes payable and accrued interest to common stock $ 834,812 $ -

Conversion of convertible notes payable and accrued interest to Series E Preferred $ 583,197 $ -

See accompanying notes to the condensed financial

1 unchanged sentence

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

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

JUNE 30, 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.

The December 31, 2025 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 six months ended June 30, 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).

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, Distinguishing Liabilities from Equity.” and ASC 815, Derivatives and Hedging.

The warrant described in Note 10 is classified as equity and has been included in additional paid-in capital within stockholders’ equity (deficit).

Basic and Diluted Loss Per Share

The Company follows ASC 260, Earnings per Share, in computing earnings per share.

Basic net income (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted-average number of shares of common stock outstanding during the period.

Diluted net income (loss) per share is computed by dividing net income (loss) available to common stockholders, adjusted for the effect of potentially dilutive securities, if applicable, by the weighted-average number of common shares outstanding plus the effect of potentially dilutive securities.

Potential common shares include shares issuable upon the exercise of stock options and warrants and the conversion of convertible notes and preferred stock.

The dilutive effect of stock options and warrants is generally determined using the treasury stock method, while the dilutive effect of convertible securities is generally determined using the if-converted method.

Potential common shares are excluded from the computation of diluted net income (loss) per share when their effect is anti-dilutive.

The following tables present the weighted-average common shares used in the computation of basic and diluted net loss per share for the three and six months ended June 30, 2026 and 2025, and the potentially dilutive securities excluded from the computation of diluted net loss per share because their inclusion would have been anti-dilutive.

For the Three Months Ending

June 30, For the Six Months Ending

2026 2025 2026 2025

Weighted-average common shares outstanding used in calculating basic earnings per share 10,790,722 4,823,125 9,230,710 4,823,125

Effect of dilutive securities - - - -

Weighted average common shares used in calculating diluted earnings per share 10,790,722 4,823,125 9,230,710 4,823,125

20/20 BIOLABS, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2026

Because the Company incurred a net loss for each period presented, all potentially dilutive securities were excluded from the computation of diluted net loss per share because their effect was anti-dilutive.

For the Three Months Ending

June 30, For the Six Months Ending

2026 2025 2026 2025

Because the Company incurred a net loss, the following potentially dilutive securities would be anti-dilutive and therefore are excluded from the computation of diluted EPS:

Warrants to purchase Common Stock 3,656,172 15,096 3,656,172 15,096

Options to purchase Common Stock 3,572,796 2,979,860 3,572,796 2,979,860

Series E Preferred Stock 11,743,000 - 11,743,000 -

Series D Preferred Stock - 101,565 - 101,565

Series C Preferred Stock - 1,204,040 - 1,204,040

Series B Preferred Stock - 1,471,487 - 1,471,487

Series A-2 Preferred Stock - 442,402 - 442,402

Series A-1 Preferred Stock - 651,465 - 651,465

Series A Preferred Stock - 846,368 - 846,368

Total potential common shares excluded 18,971,968 7,712,283 18,971,968 7,712,283

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.

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.

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

The Company is currently evaluating the impact this new guidance will have on its financial statements and disclosures.

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.

20/20 BIOLABS, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

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.

3 —DISAGGREGATION OF REVENUE AND CONTRACT LIABILITIES

JUNE 30, 2026

As of June 30, 2026, the Company had cash and cash equivalents of $ 4,546,140 and total working capital of $ 2,524,386 .

For the six months ended June 30, 2026, the Company incurred an operating loss of $ 2,687,579 and cash flows used in operating activities of $ 1,894,420 .

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 $ 6 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 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,

Three Months Ended

OneTest $ 695,947 $ 473,174

BioCheck 34,624 40,869

CLIAx - 21,017

Total revenues $ 730,571 $ 535,060

Six Months Ended

OneTest $ 1,006,050 $ 944,553

BioCheck 56,171 97,836

CLIAx 21,725 46,491

Total revenues $ 1,083,946 $ 1,088,880

20/20 BIOLABS, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 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

The following table provides information about

contract liabilities from contracts with customers as of March 31, 2026 and December 31, 2025.

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 June 30, 2026 and December 31, 2025 was $ 499,957 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 June 30, 2026 and December 31, 2025.

2026 December 31,

OneTest ‒ commercial clients $ 375,233 $ 350,871

OneTest ‒ individuals 91,800 64,000

Royalty 32,924 41,816

Total deferred revenue $ 499,957 $ 456,687

current portion

Less current portion ( 467,033 ) ( 414,871 )

Long-term deferred revenue $ 32,924 41,816

Significant changes in the contract liabilities balance

during the period are as follows:

Significant changes in the contract liabilities balance during the six months ended June 30, 2026 are as follows:

Balance, December 31, 2025 $ 456,687

1 unchanged sentence

Revenue recognized related to non-cancelable contracts with customers during the period ( 965,842 )

Balance, March 31, 2026

4 —PROPERTY AND EQUIPMENT

Property and equipment

as of March 31, 2026 and December 31, 2025 consisted of the following:

Balance, June 30, 2026 $ 499,957

NOTE 4—PROPERTY AND EQUIPMENT

Property and equipment as of June 30, 2026 and December 31, 2025 consisted of the following:

2026 December 31,

Office equipment $ 147,259 $ 147,259

1 unchanged sentence

Laboratory equipment 282,725 323,524

Vehicles 40,555 40,555

Leasehold improvements 12,221 12,221

1 unchanged sentence

Less accumulated depreciation ( 506,751 ) ( 524,573 )

Depreciation expense for the three months ended

March 31, 2026 and 2025 was $ 11,490 and $ 17,009 , respectively.

5 —INTANGIBLE ASSETS

Intangible assets as of March 31, 2026 and December

31, 2025 consisted of the following:

$ 33,700 $ 56,677

Depreciation expense for the three months ended June 30, 2026 and 2025 was $ 11,487 and $ 14,662 , respectively.

Depreciation expense for the six months ended June 30, 2026 and 2025 was $ 22,977 and $ 31,671 , respectively.

NOTE 5 —INTANGIBLE ASSETS

Intangible assets as of June 30, 2026 and December 31, 2025 consisted of the following:

2026 December 31,

Issued patents (amortized) $ 31,840 $ 31,840

3 unchanged sentences

Less accumulated amortization ( 43,013 ) ( 41,380 )

Amortization expense for intangible assets for

the three months ended March 31, 2026 and 2025 was $ 816 .

$ 205,985 $ 202,264

Amortization expense for intangible assets for the three months ended June 30, 2026 and 2025 was $ 817 and $ 817 , respectively.

Amortization expense for intangible assets for the six months ended June 30, 2026 and 2025 was $ 1,633 and $ 1,633 , respectively.

20/20 BIOLABS, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

6 —OPERATING LEASES

The following was included in the condensed balance

sheets at March 31, 2026 and December 31, 2025:

JUNE 30, 2026

NOTE 6 —OPERATING LEASES

The following was included in the condensed balance sheets at June 30, 2026 and December 31, 2025:

2026 December 31,

7 unchanged sentences

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:

Future minimum lease payments under operating leases as of June 30, 2026 were as follows:

2026 (remaining) $ 105,103

2 unchanged sentences

Maturities of lease liabilities $ 572,448

Lease expense for the three months ended March

31, 2026 and 2025 was comprised of the following:

Three Months Ended March 31,

Operating lease expense

7 —CONVERTIBLE NOTES PAYABLE

Lease expense for the three ended June 30, 2026 and 2025 amounted to $ 49,213 and $ 49,213 , respectively.

Lease expense for the six months ended June 30, 2026 and 2025 amounted to $ 98,426 , respectively.

Lease expense is expensed to cost of goods sold and selling, general and administrative expenses.

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.

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.

20/20 BIOLABS, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

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.

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

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.

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 .

The Notes automatically convert into the Company’s Series E Preferred Stock upon the effectiveness of the Company’s registration statement.

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 .

8 —DERIVATIVE LIABILITIES

JUNE 30, 2026

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 carried an original issue discount of $ 25,000 and accrued 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.

On April 10, 2026, all principal of $ 570,000 and accrued interest of $ 13,197 due under these notes was exchanged for 583 shares of series E convertible preferred stock in accordance with the terms of the notes.

Immediately prior to conversion, the notes had a net carrying value of $ 339,560 , after giving effect to an unamortized debt discount of $ 243,637 which was expensed to interest expense.

The Company derecognized the carrying amount of the notes and the related accrued interest and recorded the issuance of the series E convertible preferred stock.

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.

The warrants may be exercised at any time on or after February 19, 2026 and until February 28, 2027 at an initial exercise price of $ 8.00 , which was decreased to $ 2.25 (subject to standard adjustments for stock splits, stock dividends, recapitalizations and similar transactions) pursuant to a global amendment entered into between the parties on April 23, 2026 (the “Global Amendment”)(see Note 10).

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.

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:

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:

Volatility 72.1 % – 77.6 %

Risk-free interest rate 3.43 % – 4.13 %

Dividend yield 0.0 %

72.1 % to 77.6 %;

risk free rate

3.43 - 4.13 %;

estimated term 1.03 - 1.50 years.

Expected 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:

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.

20/20 BIOLABS, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2026

The following table provides a roll-forward of changes for financial instruments measured at fair value on a recurring basis for the six months ended June 30, 2026:

Fair value at December 31, 2025 $ 686,927

2 unchanged sentences

Conversion of debt to equity ( 1,005,256 )

( 1,005,256 )

Reclassification to additional paid-in capital upon equity classification ( 371,635 )

Fair value adjustment to derivative liability – issuance of warrants and conversion feature 148,766

Fair value at March 31, 2026

9 —COMMITMENTS AND CONTINGENCIES

Fair value at June 30, 2026 $ -

NOTE 9 —COMMITMENTS AND CONTINGENCIES

License Agreements

Licenses agreements as of March 31, 2026 and December

31, 2025 consisted of the following:

International license agreement

License agreements as of June 30, 2026 and December 31, 2025 consisted of the following:

2026 December 31,

License agreements $ 457,508 $ 450,008

Total license agreements 457,508 450,008

Less accumulated amortization ( 191,990 ) ( 178,865 )

$ 265,518 $ 271,143

NOTE 10 —CAPITAL STOCK

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 initial exercise price of $ 11.42 per share, which was decreased to $ 2.25 (subject to standard adjustments for stock splits, stock dividends, recapitalizations and similar transactions) on April 23, 2026 pursuant to the Global Amendment, 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.

20/20 BIOLABS, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

10 —CAPITAL STOCK

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.

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.

JUNE 30, 2026

On June 16, 2026, the Company completed a third closing under the Preferred Purchase Agreement and issued 1,000 shares of series E convertible preferred stock for aggregate gross proceeds of $ 1,000,000 .

In connection with the issuance, the Company incurred placement agent fees of $ 60,000 , which were recorded as a reduction of the carrying amount of the series E convertible preferred stock.

Net proceeds received by the Company were $ 940,000 .

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

The Company recognizes the series E convertible

preferred stock as mezzanine equity in accordance with ASC 480, “Distinguishing Liabilities from Equity.”

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.

to the Certificate of Designation, the Company designated 45,000 shares of its preferred stock as series E convertible preferred stock.

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 %).

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.

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 %).

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.

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.

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

JUNE 30, 2026

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.

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.

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

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 dilutive stock issuance events), calculated as of the most recent issuance date.

As of June 30, 2026, the floor price is $ 0.12 .

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.

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.

On April 1, 2026, the Company issued 50 shares of series E convertible preferred stock as payment of quarterly dividends of $ 54,192 .

As of June 30, 2026, the Company had accrued dividends of $ 121,662 on its Series E convertible preferred stock.

On July 1, 2026, the Company issued 122 shares of Series E convertible preferred stock in payment of the accrued dividends (see Note 12).

During the six months ended June 30, 2026, Streeterville converted an aggregate of 1,405 shares of series E convertible preferred stock into an aggregate of 1,767,440 shares common stock in accordance with the terms of the Certificate of Designation.

The conversions resulted in the reclassification of an aggregate carrying amount of $ 243,019 from series E convertible preferred stock to stockholders’ equity.

As of June 30, 2026, there were 5,228 shares of series E convertible preferred stock issued and outstanding, with a carrying value of $ 1,538,608 , and accrued and unpaid Preferred Returns totaled $ 121,662 .

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

JUNE 30, 2026

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.

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).

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.

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 (see Note 7).

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).

During the six months ended June 30, 2026, the Company issued 44,991 shares of common stock, with a fair value of $ 181,500 , as consideration for investor relation services.

As of June 30, 2026 and December 31, 2025, there were 12,251,198 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 Black-Scholes option pricing model.

The fair value of the stock option was determined using the Black-Scholes option pricing model for a total fair market value of $ 679,403 .

On April 2, 2026, the Company issued (i) a non-qualified stock option under the Company’s 2022 Stock Incentive Plan 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 under the Company’s 2022 Stock Incentive Plan 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 36 months.

Management determines the value of options granted using the Black-Scholes option pricing model.

The fair value of the stock options was determined using the Black-Scholes option pricing model for a total fair market value of $ 335,169 .

During the six months ended June 30, 2026 and 2025, the Company recorded stock-based compensation of $ 499,740 and $ 259,300 , respectively, which is an expense of $ 28,768 and $ 9,314 in cost of revenues, $ 303,442 and $ 199,178 in the sales, general and administrative expenses, and $ 167,530 and $ 50,808 in research and development, respectively.

As of June 30, 2026, there was approximately $ 1,219,691 of total unrecognized share-based compensation related to unvested stock options, which the Company expects to recognize over approximately four years .

As of June 30, 2026, 16,196 shares remained available for future issuance under the Plan.

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:

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

JUNE 30, 2026

A summary of the Company’s non-qualified stock option activity is as follows:

Options Weighted

Options outstanding, December 31, 2025 2,969,860 $ 1.72 6.77

Granted 602,936 2.76 10.0

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

The following assumptions were used to calculate share-based compensation expense for three months ended March 31, 2026:

Exercised - - -

Forfeited - - -

Expired - - -

Options outstanding, June 30, 2026 3,572,796 $ 1.89 6.85

Options exercisable, June 30, 2026 2,826,085 $ 1.68 6.36

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 six months ended June 30, 2026:

Exercise price $ 1.88 - $ 3.39

4 unchanged sentences

Expected term 5.00 - 6.08 years

On February 9, 2026, the Company issued a warrant to purchase 62,500 shares of common stock at an initial 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 initial 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 (see Note 7).

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 (see Note 7).

On April 23, 2026, the Company entered into the Global Amendment, pursuant to which the exercise price of the warrants issued to Streeterville 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.

The Company evaluated the warrant modification in accordance with ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity, the accounting guidance applicable to equity-classified freestanding warrants and concluded that the modified warrants continue to qualify for equity classification.

The Company determined that the modification resulted in incremental fair value of approximately $ 1,124,676 , representing the additional value conveyed to the warrant holders as a result of the reduction in the exercise price.

Accordingly, the incremental fair value was recognized as a deemed dividend within stockholders’ equity, reducing income available to common stockholders in the calculation of basic and diluted earnings (loss) per share.

The modification did not result in the recognition of an operating expense or liability in the accompanying condensed financial statements.

The incremental fair value was measured as the excess of the fair value of the modified warrants immediately after the modification over the fair value of the original warrants immediately before the modification using the Black-Scholes option-pricing model.

20/20 BIOLABS, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

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

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

JUNE 30, 2026

A summary of the Company’s warrant activity is as follows:

Warrants Weighted

Warrants outstanding, December 31, 2025 64,966 $ 7.99 1.51

Granted 3,591,206 11.37 2.33

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:

Warrants outstanding, June 30, 2026 3,656,172 2.33 0.68

Warrants exercisable, June 30, 2026 3,656,172 $ 2.33 0.68

The following assumptions were used to calculate the warrant values:

Exercise price $ 2.25 - $ 13.70

$ 8.00 - $ 13.70

74.8 % - 77.6 %

Share price $ 1.62 -$ 11.42

Volatility 72.1 % - 96.6 %

Risk-free interest rate 3.43 % - 4.13 %

3.68 % - 3.92 %

Dividend yield 0.0

Expected term

1.3 to 5.0 years

20/20 BIOLABS, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

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.

Expected term 1.0 to 5.0 years

NOTE 11 —RELATED PARTY TRANSACTIONS

As of June 30, 2026 and December 31, 2025, the Company had an outstanding balance of $ 246,500 and $ 209,000 , respectively, 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.

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.

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.

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 six months ended June 30, 2026 and 2025, the Company paid $ 32,366 and $ 40,809 , respectively, to this related party.

NOTE 12 —SUBSEQUENT EVENTS

The Company has evaluated subsequent events that occurred after June 30, 2026 through August 14, 2026, the issuance date of these financial statements.

On July 1, 2026, the Company issued 122 shares of series E convertible preferred stock to Streeterville as payment of $ 121,662 of accrued dividends.

On July 8, 2026, the Company issued 160,436 shares of common stock, with a fair value of $ 93,000 , as consideration for transfer agent services.

On July 9, 2026, 160 shares of series E convertible preferred stock were converted into 358,669 shares of common stock, resulting in a $ 50,000 reduction in Series E convertible preferred stock.

On July 16, 2026, the Company entered into a standstill agreement with Streeterville, pursuant to which Streeterville agreed that, for the period beginning on the date of the standstill agreement and ending on the date that is one hundred twenty (120) days thereafter, it would not seek to convert any shares of series E convertible preferred stock into common stock unless on any given trading day the common stock trades at a price that is at least ten percent (10%) greater than the “Minimum Price” as defined in Nasdaq Rule 5635;

provided that this standstill agreement shall terminate immediately upon the occurrence of any breach of the standstill agreement or any Event of Default (as defined in the Certificate of Designation).

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements