20/20 Biolabs, Inc.
For the period ended Aug 18, 2026. Filed Jun 23, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Aug 18, 2026 · Filed Jun 23, 2026
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DEF 14A 1 ea0295686-def14a_2020bio.htm DEFINITIVE PROXY STATEMENT
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
| Filed by the Registrant ☒ | |
|---|---|
| Filed by a Party other than the Registrant ☐ | |
| Check the appropriate box: | |
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
| 20/20 Biolabs, Inc. | |
|---|---|
| (Name of Registrant as Specified In Its Charter) | |
| (Name of Person(s) Filing Proxy Statement, if other than the Registrant) | |
| Payment of Filing Fee (Check all boxes that apply): | |
| ☒ | No fee required |
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a–6(i)(1) and 0–11. |
June 23, 2026
Dear Fellow Stockholders:
You are cordially invited to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of 20/20 Biolabs, Inc. (“we,” “us,” “our” or the “Company”) that will be held on Tuesday, August 18, 2026 at 10:00 a.m. Eastern Time, and any postponement, adjournment or continuation thereof. We will hold the Annual Meeting in a virtual format via live webcast at https://edge.media-server.com/mmc/go/AIDX2026AGM.
On or about June 30, 2026, we expect to mail a Notice of Internet Availability of Proxy Materials to our stockholders. The Notice of Internet Availability of Proxy Materials contains instructions on how to access our proxy statement and annual report, how to vote, and how to receive a paper copy of the proxy materials by mail. If you requested to receive printed proxy materials, you may submit your proxy or voting instructions by completing, signing, dating and returning your proxy card or voting instruction form in the envelope provided.
It is important that your shares be represented and voted at the Annual Meeting. Whether or not you plan to attend the Annual Meeting, please vote as soon as possible. You may vote online, as well as by telephone or fax, or by mailing a proxy card or voting instruction form. Returning the proxy card or voting instruction form or voting online or by telephone or fax does not deprive you of your right to attend the Annual Meeting virtually and to vote your shares at the Annual Meeting. Voting now will not limit your right to change your vote or to attend the Annual Meeting.
Thank you for your ongoing support.
Sincerely yours,
/s/ Jonathan Cohen
Jonathan Cohen
Chief Executive Officer
| 20/20 Biolabs, Inc. | 2026 Proxy Statement |
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON AUGUST 18, 2026
To the Stockholders of 20/20 Biolabs, Inc. –
NOTICE IS HEREBY GIVEN that the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of 20/20 Biolabs, Inc. (“we,” “us,” “our” or the “Company”) will be held on Tuesday, August 18, 2026 at 10:00 a.m. Eastern Time. The Annual Meeting will be a virtual stockholder meeting conducted via live webcast at https://edge.media-server.com/mmc/go/AIDX2026AGM. The purpose of the Annual Meeting will be the following:
| 1. | To elect the six (6) nominees named in the accompanying proxy statement to the board of directors, each to serve until our next annual meeting of stockholders or until such person shall resign, be removed or otherwise leave office. |
| 2. | To ratify the appointment of dbbmckennon as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. |
| 3. | To approve an amendment and restatement of our Second Amended and Restated Certificate of Incorporation to, among other things, increase the number of shares of common stock that the Company is authorized to issue from 50 million shares to 500 million shares. |
| 4. | To approve our 2026 Equity Incentive Plan. |
| 5. | To approve the adjournment of the Annual Meeting to a later date if necessary to solicit additional proxies if there are not sufficient votes to approve any of the foregoing proposals at the time of the Annual Meeting, or any adjournment or postponement thereof. |
In addition, stockholders may be asked to vote on such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.
The foregoing items of business are more fully described in the proxy statement accompanying this notice or made available online. The proxy statement provides a detailed description of the business to be conducted at the Annual Meeting and we urge you to read the proxy statement, including the appendices, carefully and in their entirety.
Only stockholders of the Company as of the close of business on June 22, 2026 (the “Record Date”) and their proxies are entitled to notice of, to attend and/or to vote at the Annual Meeting and any postponements, adjournments or continuations thereof.
All stockholders as of the Record Date are cordially invited to attend the Annual Meeting. You are urged to vote even if you sold your shares after the Record Date. You may vote online, as well as by telephone or fax, or by mailing a proxy card or voting instruction form. Further instructions regarding voting rights and the matters to be voted upon are presented in the accompanying proxy statement.
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE ANNUAL MEETING, REGARDLESS OF WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING. ACCORDINGLY, AFTER READING THE PROXY STATEMENT, PLEASE PROMPTLY SUBMIT YOUR PROXY OR VOTING INSTRUCTIONS BY FOLLOWING THE INSTRUCTIONS PROVIDED. PLEASE NOTE THAT EVEN IF YOU PLAN TO ATTEND THE ANNUAL MEETING, WE RECOMMEND THAT YOU VOTE PRIOR TO THE ANNUAL MEETING TO ENSURE THAT YOUR SHARES WILL BE REPRESENTED.
| 20/20 Biolabs, Inc. | 2026 Proxy Statement |
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Regardless of the number of shares that you own, your vote will be important. Thank you for your continued support, interest and investment in the Company.
| By Order of the Board of Directors, | |
| /s/ Jonathan Cohen | |
| Gaithersburg, MD | Jonathan Cohen |
|---|---|
| June 23, 2026 | Chief Executive Officer |
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2026
ANNUAL MEETING TO BE HELD ON AUGUST 18, 2026.
The proxy statement, the accompanying proxy card, and the annual report are available free of charge at www.iproxydirect.com/AIDX. Information on this website, other than this proxy statement, is not a part of this proxy statement.
Please sign, date and promptly return the proxy card or voting instruction form, or grant a proxy and give voting instructions online or by telephone or fax, so that you may be represented at the Annual Meeting. Instructions are on the Notice of Internet Availability of Proxy Materials, your proxy card or on the voting instruction form provided by your bank, broker, or other nominee.
| 20/20 Biolabs, Inc. | 2026 Proxy Statement |
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PROXY STATEMENT
The board of directors of 20/20 Biolabs, Inc. (“we,” “us,” “our” or the “Company”), is soliciting proxies to be used at our 2026 Annual Meeting of Stockholders to be held solely via live webcast on Tuesday, August 18, 2026 at 10:00 a.m. Eastern Time and for any postponement, adjournment or continuation thereof (the “Annual Meeting”). To access the live webcast, go to https://edge.media-server.com/mmc/go/AIDX2026AGM.
On or about June 30, 2026, we expect to mail a Notice of Internet Availability of Proxy Materials (the “Notice”) to our stockholders of record as of June 22, 2026 (the “Record Date”) containing instructions on how to access our proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Annual Report”), how to vote, and how to receive a paper copy of the proxy materials by mail. The Annual Report is also available in the Investor Relations section of our website, located at https://ir.2020biolabs.com (our “IR site”), under the link for “Financials.” Website references throughout this proxy statement are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this proxy statement.
This proxy statement summarizes information about the proposals to be considered at the Annual Meeting and other information you may find useful in determining how to vote.
| 20/20 Biolabs, Inc. | 2026 Proxy Statement |
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TABLE OF CONTENTS
| INFORMATION ABOUT THE PROXY PROCESS AND VOTING | 1 |
|---|---|
| PROPOSAL 1 – ELECTION OF DIRECTORS | 5 |
| Overview | 5 |
| Director Nominees | 5 |
| Vote Required | 6 |
| PROPOSAL 2 – RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 7 |
| General | 7 |
| Principal Accountant Fees and Services | 7 |
| Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm | 7 |
| Vote Required | 7 |
| PROPOSAL 3 – CHARTER AMENDMENT | 8 |
| Overview | 8 |
| Reasons for the Share Increase | 8 |
| Anti-Takeover Implications of the Proposed Share Increase | 8 |
| No Dissenters’ Rights | 8 |
| Vote Required | 8 |
| PROPOSAL 4 – 2026 EQUITY INCENTIVE PLAN | 9 |
| Overview | 9 |
| Significant Features of the Plan | 9 |
| New Plan Benefits | 11 |
| No Dissenters’ Rights | 11 |
| Vote Required | 11 |
| PROPOSAL 5 – ADJOURNMENT PROPOSAL | 12 |
| CORPORATE GOVERNANCE | 13 |
| Corporate Governance Guidelines | 13 |
| Independence of the Board | 13 |
| Leadership Structure | 13 |
| Role of Board in Risk Oversight | 13 |
| Board Meetings and Committees | 13 |
| Director Nomination Process | 15 |
| Stockholder Communications with the Board | 15 |
| Involvement in Certain Legal Proceedings | 16 |
| Code of Ethics | 16 |
| Insider Trading Policy | 17 |
| Audit Committee Report | 17 |
| EXECUTIVE OFFICERS | 18 |
| EXECUTIVE COMPENSATION | 19 |
| Summary Compensation Table – Years Ended December 31, 2025 and 2024 | 19 |
| Outstanding Equity Awards at Fiscal Year End | 20 |
| Director Compensation | 21 |
| 2022 Stock Incentive Plan | 21 |
| 2026 Equity Incentive Plan | 22 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 23 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 24 |
| Stock Ownership | 24 |
| Section 16(a) Reports | 25 |
| ADDITIONAL INFORMATION | 26 |
| Other Matters | 26 |
| Stockholder Proposals for Next Annual Meeting | 26 |
Annex A – Form of Third Amended and Restated Certificate of Incorporation
Annex B – 2026 Equity Incentive Plan
| 20/20 Biolabs, Inc. | i | 2026 Proxy Statement |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.