20/20 Biolabs, Inc.

Previous wording

Revenues. We generated revenues from sales of OneTest, BioCheck and from our CLIAx during the three months ended March 31, 2026 and 2025. Our total revenues decreased by $200,445, or 36.19%, to $353,375 for three months ended March 31, 2026 from $553,820 for the three months ended March 31, 2025. Such a decrease was due to decreases in our all of our revenue streams, as described in more detail below. The following table summarizes our revenues by product:

Current wording

Revenues. We generated revenues from sales of OneTest, BioCheck and from our CLIAx during the three months ended June 30, 2026 and 2025. Our total revenues increased by $195,511, or 36.54%, to $730,571 for three months ended June 30, 2026 from $535,060 for the three months ended June 30, 2025. Such an increase was due to a significant increase in OneTest sales, offset by slight decreases in revenues from BioCheck sales and from our CLIAx, as described in more detail below. The following table summarizes our revenues by product:

Previous wording

Gross profit and gross margin. As a result of the foregoing, our gross profit decreased by $102,911, or 62.07%, to $62,884 for the three months ended March 31, 2026 from $165,795 for the three months ended March 31, 2025. Gross profit as a percentage of revenues (gross margin) was 17.80% and 29.94% for the three months ended March 31, 2026 and 2025, respectively.

Current wording

Gross profit and gross margin. As a result of the foregoing, our gross profit increased by $141,463, or 86.65%, to $304,727 for the three months ended June 30, 2026 from $163,264 for the three months ended June 30, 2025. Gross profit as a percentage of revenues (gross margin) was 41.71% for the three months ended June 30, 2026, as compared to 30.51% for the three months ended June 30, 2025.

Previous wording

Sales, general and administrative expenses. Our sales, general and administrative expenses include sales, marketing, office leases, overhead, executive compensation, legal, regulatory, government relations, and similar expenses. Our sales, general and administrative expenses increased by $551,614, or 68.85%, to $1,352,758 for the three months ended March 31, 2026 from $801,144 for the three months ended March 31, 2025. As a percentage of revenues, sales, general and administrative expenses were 382.81% and 144.66% for the three months ended March 31, 2026 and 2025, respectively. Such an increase was primarily due to increased expenses associated with our direct listing on Nasdaq which are not capitalized.

Current wording

Sales, general and administrative expenses. Our sales, general and administrative expenses include sales, marketing, office leases, overhead, executive compensation, legal, regulatory, government relations, and similar expenses. Our sales, general and administrative expenses increased by $476,507, or 58.48%, to $1,291,318 for the three months ended June 30, 2026 from $814,811 for the three months ended June 30, 2025. As a percentage of revenues, sales, general and administrative expenses were 176.75% and 152.28% for the three months ended June 30, 2026 and 2025, respectively. Such an increase was primarily due to increased expenses associated with public company expenses including officer salary, stock options expense, professional fees and investor relations.

Previous wording

Research and development expenses. Our research and development expenses include clinical data acquisitions, laboratory validation and bridging studies, data analysis algorithms, and non-capitalizable machine learning software development. It also includes laboratory test validation and technical consultation. Our research and development expenses increased by $16,651, or 12.17%, to $153,482 for the three months ended March 31, 2026 from $136,831 for the three months ended March 31, 2025. As a percentage of revenues, research and development expenses were 43.43% and 24.71% for the three months ended March 31, 2026 and 2025, respectively. Such an increase was primarily due to further development of our longevity test which we launched during the first quarter of 2026.

Current wording

Research and development expenses. Our research and development expenses include clinical data acquisitions, laboratory validation and bridging studies, data analysis algorithms, and non-capitalizable machine learning software development. It also includes laboratory test validation and technical consultation. Our research and development expenses increased by $63,508, or 32.72%, to $257,632 for the three months ended June 30, 2026 from $194,124 for the three months ended June 30, 2025. As a percentage of revenues, research and development expenses were 35.26% and 36.28% for the three months ended June 30, 2026 and 2025, respectively. Such a decrease was primarily due to further development of our longevity test which we launched during the first quarter of 2026.

Previous wording

Net loss. As a result of the cumulative effect of the factors described above, we generated a net loss of $2,174,836 for the three months ended March 31, 2026, as compared to $764,577 for the three months ended March 31, 2025, an increase of $1,410,259, or 184.45%.

Current wording

Net loss. As a result of the cumulative effect of the factors described above, we generated a net loss of $1,506,343 for the three months ended June 30, 2026, as compared to $840,933 for the three months ended June 30, 2025, an increase of $665,410, or 79.13%.

Previous wording

Revenues from sales of BioCheck decreased by $35,420, or 62.18%, to $21,547 for the three months ended March 31, 2026 from $56,967 for the three months ended March 31, 2025. This decrease continues a years-long decline since patents covering that product expired in 2021 and more direct competitors emerged.

Current wording

Revenues from sales of BioCheck decreased by $41,665, or 42.59%, to $56,171 for the six months ended June 30, 2026 from $97,836 for the six months ended June 30, 2025. This decrease continues a years-long decline since patents covering that product expired in 2021 and more direct competitors emerged.

Previous wording

Revenues from our CLIAx decreased by $3,749, or 14.72%, to $21,725 for the three months ended March 31, 2026 from $25,474 for the three months ended March 31, 2025. The decrease was primarily due to the timing of work performed related to the CLIAx client’s operations.

Current wording

Revenues from our CLIAx decreased by $24,766, or 53.27%, to $21,725 for the six months ended June 30, 2026 from $46,491 for the six months ended June 30, 2025. The decrease was primarily attributable to a reduction in services provided to the CLIAx client during the 2026 period.

Previous wording

Cost of revenues. Our cost of revenues includes materials, labor, and laboratory expenses. Our cost of revenues decreased by $97,534, or 25.14%, to $290,491 for the three months ended March 31, 2026 from $388,025 for the three months ended March 31, 2025. As a percentage of revenues, cost of revenues was 82.20% and 70.06% for the three months ended March 31, 2026 and 2025, respectively. This increase was primarily due to the decreased revenues from OneTest and BioCheck while costs remained relatively stable (we have certain fixed costs associated with operating our testing lab which are not impacted by the number of tests performed), as illustrated by the table below.

Current wording

Cost of revenues. Our cost of revenues decreased by $43,487, or 5.72%, to $716,335 for the six months ended June 30, 2026 from $759,822 for the six months ended June 30, 2025. As a percentage of revenues, cost of revenues was 66.09% and 69.78% for the six months ended June 30, 2026 and 2025, respectively. This decrease was primarily due to the decreased revenues from BioCheck while costs remained relatively stable (we have certain fixed costs associated with operating our testing lab which are not impacted by the number of tests performed), as illustrated by the table below.

Previous wording

Total other income (expense). We had total other expense, net, of $731,480 for the three months ended March 31, 2026, as compared to other income, net, of $7,603 for the three months ended March 31, 2025. Total other expense, net, for the three months ended March 31, 2026 consisted of a loss on issuance of convertible note of $322,359, interest expense of $267,008 and a loss in change in fair value of warrant liability of $148,766, offset by interest income of $6,653, while total other income, net, for the three months ended March 31, 2025 consisted of interest income of $8,458, offset by interest expense of $740 and other expense of $115.

Current wording

Total other income (expense). We had total other expense, net, of $993,601 for the six months ended June 30, 2026, as compared to other income, net, of $12,341 for the six months ended June 30, 2025. Total other expense, net, for the six months ended June 30, 2026 consisted of a loss on issuance of convertible note of $326,595, interest expense of $539,254, a loss in change in fair value of warrant liability of $148,766 and other expense of $115, offset by interest income of $21,129, while total other income, net, for the six months ended June 30, 2025 consisted of interest income of $14,131, offset by interest expense of $1,675 and other expense of $115.

Previous wording

As of March 31, 2026, we had cash and cash equivalents of $4,219,099. Historically, our sources of cash have included offerings of equity securities and cash generated from revenues.

Current wording

As of June 30, 2026, we had cash and cash equivalents of $4,546,140. Historically, our sources of cash have included offerings of equity securities and cash generated from revenues.

Previous wording

We have incurred recent operating losses, which management anticipates may continue in the near term. To support ongoing operations and liquidity needs, subsequent to December 31, 2025, we have raised additional funding through a private placement of $5 million and convertible debt and bridge financing of $275,000. In addition, we have conducted a direct listing on Nasdaq as part of our capital-raising and strategic growth initiatives. Although management believes that the direct listing may enhance our access to public capital markets, there can be no assurance that such a transaction will be completed or that it will generate sufficient liquidity to fund operations.

Current wording

We have incurred recent operating losses, which management anticipates may continue in the near term. To support ongoing operations and liquidity needs, subsequent to December 31, 2025, we have raised additional funding through a private placements of $6 million and convertible debt and bridge financing of $275,000. In addition, we have conducted a direct listing on Nasdaq as part of our capital-raising and strategic growth initiatives. Although management believes that the direct listing may enhance our access to public capital markets, there can be no assurance that such a transaction will be completed or that it will generate sufficient liquidity to fund operations.

Previous wording

Net cash used in operating activities was $1,288,960 for the three months ended March 31, 2026, as compared to $488,293 for the three months ended March 31, 2025. The net cash used in operating activities for the three months ended March 31, 2026 was mainly attributed to the net loss of $2,174,836 and the addition of non-cash adjustments that impact operating cashflows, which includes $128,440 of stock-based compensation, amortization of debt discount of $240,370, loss on issuance of convertible debt of $322,359, and a change in fair value of derivatively liability of $148,766. The remaining change was primarily attributed to net negative cash from changes in operating assets and liabilities of $68,870, including an increase in accounts payable of $111,941 and a decrease in accrued liabilities of $202,448.The net cash used in operating activities for the three months ended March 31, 2025 was mainly attributed to the net loss of $764,577 and the addition of non-cash adjustments that positively impact operating cashflows, which includes $129,650 of stock-based compensation. The remaining change was primarily attributed to net positive cash from changes in operating assets and liabilities of $125,022, including an increase in accounts payable of $111,092 and an increase in accrued liabilities of $129,413.

Current wording

Net cash used in operating activities was $1,894,420 for the six months ended June 30, 2026, as compared to $1,022,398 for the six months ended June 30, 2025. The net cash used in operating activities for the six months ended June 30, 2026 was mainly attributed to the net loss of $3,681,180 and the addition of non-cash adjustments that impact operating cashflows, which includes $499,740 of stock-based compensation, loss on issuance of convertible debt of $322,359, shares issued for services of $181,500, amortization of debt discount of $515,583, and a change in fair value of derivatively liability of $148,766. The remaining change was primarily attributed to net negative cash from changes in operating assets and liabilities of $87,315 including an increase in accounts payable of $158,265 and a decrease in accrued liabilities of $29,883. Net cash used in operating activities for the six months ended June 30, 2025 was mainly attributed to the net loss of $1,605,511 and primarily the addition of non-cash adjustments that positively impact operating cashflows, which includes $259,300 of stock-based compensation and depreciation and amortization of $33,304. The remaining change was primarily attributed to net positive cash from changes in operating assets and liabilities of $282,935.

Previous wording

Net cash used in investing activities for the three months ended March 31, 2026 consisted of patents costs of $5,354. We had no investing activities for the three months ended March 31, 2025.

Current wording

Net cash used in investing activities for the six months ended June 30, 2026 consisted of patents costs of $5,354 and license costs of $7,500. We had no investing activities for the six months ended June 30, 2025.

Previous wording

Net cash provided by financing activities was $4,487,426 for the three months ended March 31, 2026, as compared to $262,338 for the three months ended March 31, 2025. The net cash provided by financing activities for the three months ended March 31, 2026 consisted of proceeds from the issuance of series E preferred stock described below of $5,000,000 and proceeds from the issuance of the convertible notes described below of $250,000, offset by offering costs of $737,574, while the net cash provided by financing activities for the three months ended March 31, 2025 consisted of proceeds from the issuance of series D preferred stock of $192,338 and proceeds from the issuance of convertible notes of $70,000.

Current wording

Net cash provided by financing activities was $5,427,427 for the six months ended June 30, 2026, as compared to $262,338 for the six months ended June 30, 2025. The net cash provided by financing activities for the six months ended June 30, 2026 consisted of proceeds from the issuance of series E convertible preferred stock described below of $6,000,000 and proceeds from the issuance of convertible notes of $250,000, offset by offering costs of $822,573, while the net cash provided by financing activities for the six months ended June 30, 2025 consisted of proceeds from the issuance of convertible notes of $70,000 and proceeds from the issuance of series D preferred stock of $192,338.

Previous wording

On November 17, 2025, we also entered a securities purchase agreement, or the Preferred Purchase Agreement, with Streeterville, pursuant to which we agreed to offer and sell to Streeterville (i) up to $40,000,000, or 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, or the Commitment Shares; (iii) 475,000 shares of common stock, or 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).

Current wording

On November 17, 2025, we entered a securities purchase agreement, or the Preferred Purchase Agreement, with Streeterville, pursuant to which we agreed to offer and sell to Streeterville (i) up to $40,000,000, or 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, or the Commitment Shares; (iii) 475,000 shares of common stock, or 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).

Previous wording

The Preferred Purchase Agreement provides for closings in multiple tranches. At the first closing, which occurred on November 17, 2025, we 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, we 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, we 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.

Current wording

The Preferred Purchase Agreement provides for closings in multiple tranches. At the first closing, which occurred on November 17, 2025, we 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, we 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) pursuant to a global amendment entered into between the parties on April 23, 2026, 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, we 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.