424B3 1 ea0286113-424b3_2020bio.htm PROSPECTUS

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-294903

PROSPECTUS

20/20 Biolabs, Inc.

10,105,000 Shares of Common Stock

This prospectus relates to 10,105,000 shares of common stock that may be sold from time to time by the selling stockholder named in this prospectus, which includes:

●

475,000 shares of common stock previously issued to the selling stockholder;

●

62,500 shares of common stock issuable to the selling stockholder upon the exercise of a warrant issued to the selling stockholder;

●

up to 42,500 shares of common stock issuable to the selling stockholder upon the conversion of a secured convertible promissory note in the principal amount of $275,000 issued to the selling stockholder; and

●

up to 9,525,000 shares of common stock that may be issued to the selling stockholder upon the conversion of shares of series E convertible preferred stock that may be issued to the selling stockholder.

We will not receive any proceeds from sales of the common stock held by the selling stockholder or from the conversion of the shares of series E convertible preferred stock or the secured convertible promissory note, but we will receive funds from the exercise of the warrant held by the selling stockholder.

Our common stock is listed on The Nasdaq Capital Market under the symbol “AIDX.” On April 9, 2026, the last reported sale price of our common stock on The Nasdaq Capital Market was $1.84.

The selling stockholder may offer and sell the shares being offered by this prospectus from time to time in public or private transactions, or both. These sales may occur at fixed prices, at market prices prevailing at the time of sale, at prices related to prevailing market prices, or at negotiated prices. The selling stockholder may sell shares to or through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, concessions or commissions from the selling stockholder, the purchasers of the shares, or both. Any participating broker-dealers and any selling stockholder who is an affiliate of broker-dealers may be deemed to be “underwriters” within the meaning of the Securities Act of 1933, as amended, or the Securities Act, and any commissions or discounts given to any such broker-dealer or affiliates of a broker-dealer may be regarded as underwriting commissions or discounts under the Securities Act. The selling stockholder has informed us that it does not have any agreement or understanding, directly or indirectly, with any person to distribute its shares. See “Plan of Distribution” for a more complete description of the ways in which the shares may be sold.

We are an “emerging growth company,” as that term is used in the Jumpstart Our Business Startups Act of 2012, and as such, have elected to comply with certain reduced public company reporting requirements for this prospectus and future filings. See “Prospectus Summary—Implications of Being an Emerging Growth Company” and “Risk Factors—Risks Related to Ownership of Our Common Stock.”

Investing in our securities involves a high degree of risk. Before buying any securities, you should carefully read the discussion of the material risks of investing in our securities under the heading “Risk Factors” beginning on page 9 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Prospectus dated April 10, 2026

TABLE OF CONTENTS

	Page

Prospectus Summary	1
Risk Factors	9
Cautionary Statement Regarding Forward-Looking Statements	26
Use of Proceeds	27
Dividend Policy	27
Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
Business	39
Management	62
Executive Compensation	68
Certain Relationships and Related Party Transactions	72
Principal and Selling Stockholders	73
Description of Capital Stock	75
Shares Eligible for Future Sale	80
Material U.S. Federal Income Tax Considerations for Non-U.S. Holders	81
Plan of Distribution	85
Legal Matters	86
Experts	86
Where You Can Find More Information	86
Financial Statements	F-1

You should rely only on the information that we have provided in this prospectus and any related free writing prospectus that we may authorize to be provided to you. We have not authorized anyone to provide you with different information. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus or any related free writing prospectus that we may authorize to be provided to you. You must not rely on any unauthorized information or representation. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. You should assume that the information in this prospectus or any related free writing prospectus is accurate only as of the date on the front of this prospectus or any such related free writing prospectus, regardless of the time of delivery of this prospectus or any related free writing prospectus, or any sale of a security.

INDUSTRY AND MARKET DATA

We are responsible for the disclosure in this prospectus. However, this prospectus includes industry data that we obtained from market research, publicly available information and industry publications. We did not fund and are not otherwise affiliated with any of the sources cited in this prospectus. The market research, publicly available information and industry publications that we use generally state that the information contained therein has been obtained from sources believed to be reliable. The information therein represents the most recently available data from the relevant sources and publications and we believe remains reliable. However, this data involves a number of assumptions and limitations regarding our industry which are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section titled “Risk Factors.” Forward-looking information obtained from these sources is also subject to the same qualifications and additional uncertainties regarding the other forward-looking statements in this prospectus.

SEC Form 424B3 filed by 20/20 Biolabs Inc.