20/20 Biolabs, Inc.
For the period ended Dec 9, 2026. Filed Oct 21, 2026.
View on SEC.govAbout this filing
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.
Dec 9, 2026 · Filed Oct 21, 2026
Use the contents to explore the available documents and sections.
Contents
Cover page
Show cover page
DEF 14A 1 ea0309287-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. |
October 21, 2026
Dear Fellow Stockholders:
You are cordially invited to attend a Special Meeting of Stockholders (the “Special Meeting”) of 20/20 Biolabs, Inc. (“we,” “us,” “our” or the “Company”) that will be held on Wednesday, December 9, 2026 at 10:00 a.m. Eastern Time, and any postponement, adjournment or continuation thereof. We will hold the Special Meeting in a virtual format via live webcast at https://edge.media-server.com/mmc/go/AIDX2026SGM.
On or about October 22, 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, 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 Special Meeting. Whether or not you plan to attend the Special 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 Special Meeting virtually and to vote your shares at the Special Meeting. Voting now will not limit your right to change your vote or to attend the Special Meeting.
Thank you for your ongoing support.
Sincerely yours,
/s/ Jonathan Cohen
Jonathan Cohen
Chief Executive Officer
| 20/20 Biolabs, Inc. | Proxy Statement |
|---|
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 9,2026
To the Stockholders of 20/20 Biolabs, Inc. –
NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders (the “Special Meeting”) of 20/20 Biolabs, Inc. (“we,” “us,” “our” or the “Company”) will be held on Wednesday, December 9, 2026 at 10:00 a.m. Eastern Time. The Special Meeting will be a virtual stockholder meeting conducted via live webcast at https://edge.media-server.com/mmc/go/AIDX2026SGM. The purpose of the Special Meeting will be the following:
| 1. | To authorize the Company’s board of directors, in its discretion, to implement one or more reverse stock splits of the Company’s outstanding common stock, each at a ratio of not less than 1-for-2 and not more than 1-for-250, at any time prior to December 31, 2028. |
| 2. | To approve the adjournment of the Special Meeting to a later date if necessary to solicit additional proxies if there are not sufficient votes to approve the foregoing proposal at the time of the Special 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 Special 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 Special 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 October 20, 2026 (the “Record Date”) and their proxies are entitled to notice of, to attend and/or to vote at the Special Meeting and any postponements, adjournments or continuations thereof.
All stockholders as of the Record Date are cordially invited to attend the Special 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 SPECIAL MEETING, REGARDLESS OF WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL 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 SPECIAL MEETING, WE RECOMMEND THAT YOU VOTE PRIOR TO THE SPECIAL MEETING TO ENSURE THAT YOUR SHARES WILL BE REPRESENTED.
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 |
|---|---|
| October 21, 2026 | Chief Executive Officer |
| 20/20 Biolabs, Inc. | Proxy Statement |
|---|
**IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
SPECIAL MEETING TO BE HELD ON DECEMBER 9, 2026.
The proxy statement is 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 Special 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. | Proxy Statement |
|---|
PROXY STATEMENT
The board of directors of 20/20 Biolabs, Inc. (“we,” “us,” “our” or the “Company”), is soliciting proxies to be used at a Special Meeting of Stockholders to be held solely via live webcast on Wednesday, December 9, 2026 at 10:00 a.m. Eastern Time and for any postponement, adjournment or continuation thereof (the “Special Meeting”). To access the live webcast, go to https://edge.media-server.com/mmc/go/AIDX2026SGM.
On or about October 22, 2026, we expect to mail a Notice of Internet Availability of Proxy Materials (the “Notice”) to our stockholders of record as of October 20, 2026 (the “Record Date”) containing instructions on how to access our proxy statement, how to vote, and how to receive a paper copy of the proxy materials by mail.
This proxy statement summarizes information about the proposals to be considered at the Special Meeting and other information you may find useful in determining how to vote.
| 20/20 Biolabs, Inc. | Proxy Statement |
|---|
TABLE OF CONTENTS
| INFORMATION ABOUT THE PROXY PROCESS AND VOTING | 1 |
|---|---|
| PROPOSAL 1 – REVERSE STOCK SPLIT | 5 |
| Overview | 5 |
| Reasons for the Reverse Stock Split | 5 |
| Factors Influencing the Board of Directors’ Discretion in Implementing the Reverse Stock Split | 6 |
| Potential Effects of the Proposed Reverse Stock Split | 6 |
| Effects on Ownership by Individual Stockholders | 6 |
| No Dissenters’ Rights | 7 |
| Vote Required | 7 |
| PROPOSAL 2 – ADJOURNMENT | 8 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 9 |
| ADDITIONAL INFORMATION | 11 |
| Other Matters | 11 |
| Stockholder Proposals for Next Annual Meeting | 11 |
| Annex A – Form of Certificate of Amendment | A-1 |
| 20/20 Biolabs, Inc. | i | Proxy Statement |
|---|
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.