Form 8-K

8-K — 20/20 Biolabs, Inc.

Accession: 0001213900-26-080432

Filed: 2026-07-22

Period: 2026-07-16

CIK: 0001139685

SIC: 8734 (SERVICES-TESTING LABORATORIES)

Item: Entry into a Material Definitive Agreement

Item: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item: Financial Statements and Exhibits

Documents

8-K — ea0298907-8k_2020bio.htm (Primary)

EX-10.1 — STANDSTILL AGREEMENT, DATED JULY 16, 2026, BETWEEN STREETERVILLE CAPITAL, LLC AND 20/20 BIOLABS, INC (ea029890701ex10-1.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities

Exchange Act of 1934

Date of Report (Date of earliest event reported):

July 22, 2026 (July 16, 2026)

20/20 BIOLABS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-43128

57-2272107

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

15810 Gaither Road, Suite 235, Gaithersburg, MD

20877

(Address of principal executive offices)

(Zip Code)

240-453-6339

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01

AIDX

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging Growth Company ☒

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

1.01 Entry into a Material Definitive Agreement.

As previously disclosed, on November 17, 2025,

20/20 Biolabs, Inc. (the “Company”) entered into a securities purchase agreement with Streeterville Capital, LLC (“Streeterville”),

pursuant to which, among other things, the Company agreed to offer and sell to Streeterville up to $40,000,000 of series E convertible

preferred stock at a purchase price of $1,000 per share. Pursuant to the Certificate of Designation for the series E convertible preferred

stock (the “Certificate of Designation”), each share of series E convertible preferred stock is 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

($1,098.90 per share) 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.

On July 16, 2026, the Company entered into a standstill

agreement (the “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 (the

“Standstill”); provided that the Standstill 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).

The foregoing summary of the terms and conditions

of the Standstill Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Standstill

Agreement attached as Exhibit 10.1 hereto, which is incorporated herein by reference.

Item

3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On July 17, 2026, the Company received a written

notification from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company was not in compliance with the

$1.00 closing bid price requirement set forth under Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”) for the 30

consecutive business days from June 3, 2026 to July 16, 2026.

Pursuant to Nasdaq Listing Rule 5810(c)(3)(A),

the Company has been granted a 180-calendar day compliance period, or until January 13, 2027, to regain compliance with the Bid Price

Rule. To regain compliance, the closing bid price of the Company’s common stock must be at least $1.00 per share for at least ten

(10) consecutive business days during the 180-calendar day compliance period.

In the event that the Company is not in compliance

by January 13, 2027, the Company may be afforded a second 180-calendar day compliance period. To qualify for this additional time, the

Company will be required to meet the continued listing requirement for the market value of publicly held shares and all other initial

listing standards for The Nasdaq Capital Market, with the exception of the Bid Price Rule, and will need to provide written notice of

its intention to cure the deficiency during the second compliance period. If the Company does not regain compliance within the allotted

compliance period(s), including any extensions that may be granted by Nasdaq, Nasdaq will provide notice that the Company’s common

stock will be subject to delisting.

The Company intends to monitor the closing bid

price of its common stock and may, if appropriate, consider implementing available options to cure the deficiency and regain compliance

with the Bid Price Rule within the compliance period(s) under Nasdaq’s Listing Rules.

Item

9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description of Exhibit

10.1

Standstill Agreement, dated July 16, 2026, between Streeterville Capital, LLC and 20/20 Biolabs, Inc.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

Date: July 22, 2026

20/20 BIOLABS, INC.

/s/ Jonathan Cohen

Name:

Jonathan Cohen

Title:

Chief Executive Officer

EX-10.1 — STANDSTILL AGREEMENT, DATED JULY 16, 2026, BETWEEN STREETERVILLE CAPITAL, LLC AND 20/20 BIOLABS, INC

EX-10.1

Filename: ea029890701ex10-1.htm · Sequence: 2

Exhibit 10.1

STANDSTILL AGREEMENT

This Standstill Agreement

(this “Agreement”) is entered into as of July 16, 2026 (the “Effective Date”) by and between Streeterville

Capital, LLC, a Utah limited liability company (“Investor”), and 20/20 Biolabs, Inc., a Delaware corporation (“Company”).

A. Company

previously sold and issued to Investor shares of Company’s Series E Convertible Preferred Stock (the “Series E Shares”)

pursuant to that certain Securities Purchase Agreement, dated November 17, 2025, by and between Company and Investor (the “Purchase

Agreement” and, together with all other documents entered into in connection therewith, the “Transaction Documents”).

B. Company

has requested and Investor has agreed, subject to the terms, conditions and understandings expressed in this Agreement, to refrain and

forbear temporarily, except as set forth below, from converting any Series E Shares into Common Shares (as defined in the Purchase Agreement).

NOW, THEREFORE, for good

and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Recitals

and Definitions. Each of the parties hereto acknowledges and agrees that the recitals set forth above in this Agreement are true and

accurate, are contractual in nature, and are hereby incorporated into and made a part of this Agreement.

2. Standstill.

For the period beginning on the Effective Date and ending on the date that is one hundred twenty (120) days from the Effective Date (the

“Standstill Period”), Investor will not seek to convert any Series E Shares into Common Shares unless on any given

Trading Day (as defined in the Purchase Agreement) the Common Shares trade at a price that is at least ten percent (10%) greater than

the Nasdaq Minimum Price (as defined under Nasdaq Rule 5635(d)) for such Trading Day (the “Standstill”).

3. Ratification

of Series E Shares. Except as set forth herein, all outstanding Series E Shares shall be and remain in full force and effect in accordance

with the terms of the Certificate of Designation (as defined in the Purchase Agreement), and are hereby ratified and confirmed in all

respects. Company acknowledges that it is unconditionally obligated, after receipt of a Conversion Notice (as defined in the Certificate

of Designation) from Investor, to issue Conversion Shares (as defined in the Certificate of Designation) to Investor and represents that

such obligation is not subject to any defenses, rights of offset or counterclaims. No forbearance or waiver other than as expressly set

forth herein may be implied by this Agreement. Except as expressly set forth herein, the execution, delivery, and performance of this

Agreement shall not operate as a waiver of, or as an amendment to, any right, power or remedy of Investor under the Purchase Agreement

or the other Transaction Documents, as in effect prior to the date hereof.

4. Failure

to Comply. Company understands that the Standstill shall terminate immediately upon the occurrence of any breach of this

Agreement or any Event of Default (as defined in the Certificate of Designation) under the Certificate of Designation and that in

any such case, Investor may seek all recourse available to it under the terms of this Agreement or applicable law. Upon the

termination of the Standstill or the expiration of the Standstill Period, among other rights, Investor shall have the right to

submit Conversion Notices in accordance with the Certificate of Designation without the need for the Common Shares to trade at least

ten percent (10%) greater than the Nasdaq Minimum Price. For the avoidance of doubt, the termination of the Standstill pursuant to

this Section 5 shall not terminate, limit or modify any other provision of this Agreement.

5. Representations,

Warranties and Agreements. In order to induce Investor to enter into this Agreement, Company, for itself, and for its affiliates,

successors and assigns, hereby acknowledges, represents, warrants and agrees as follows:

(a) Company

has full power and authority to enter into this Agreement and to incur and perform all obligations and covenants contained herein, all

of which have been duly authorized by all proper and necessary action. No consent, approval, filing or registration with or notice to

any governmental authority is required as a condition to the validity of this Agreement or the performance of any of the obligations of

Company hereunder.

(b) Any

Event of Default which may have occurred has not been, is not hereby, and shall not be deemed to be waived by Investor, expressly, impliedly,

through course of conduct or otherwise except upon full satisfaction of Company’s obligations under this Agreement. The agreement

of Investor to refrain and forbear from exercising any rights and remedies by reason of any existing default or any future default shall

not constitute a waiver of, consent to, or condoning of, any other existing or future default.

understandings, representations, warranties and recitals contained or expressed in this Agreement are true, accurate, complete, and correct

in all respects; and no such understanding, representation, warranty, or recital fails or omits to state or otherwise disclose any material

fact or information necessary to prevent such understanding, representation, warranty, or recital from being misleading. Company acknowledges

and agrees that Investor has been induced in part to enter into this Agreement based upon Investor’s justifiable reliance on the

truth, accuracy, and completeness of all understandings, representations, warranties, and recitals contained in this Agreement. There

is no fact known to Company or which should be known to Company which Company has not disclosed to Investor on or prior to the date hereof

which would or could materially and adversely affect the understandings of Investor expressed in this Agreement or any representation,

warranty, or recital contained in this Agreement.

(d) Except

as expressly set forth in this Agreement, Company acknowledges and agrees that neither the execution and delivery of this Agreement nor

any of the terms, provisions, covenants, or agreements contained in this Agreement shall in any manner release, impair, lessen, modify,

waive, or otherwise affect the liability and obligations of Company under the terms of any of the Transaction Documents.

(e) Company has no

defenses, affirmative or otherwise, rights of setoff, rights of recoupment, claims, counterclaims, actions or causes of action of

any kind or nature whatsoever against Investor, directly or indirectly, arising out of, based upon, or in any manner connected with,

the transactions contemplated hereby, whether known or unknown, which occurred, existed, was taken, permitted, or begun prior to the

execution of this Agreement and occurred, existed, was taken, permitted or begun in accordance with, pursuant to, or by virtue of

any of the terms or conditions of the Transaction Documents. To the extent any such defenses, affirmative or otherwise, rights of

setoff, rights of recoupment, claims, counterclaims, actions or causes of action exist or existed, such defenses, rights, claims,

counterclaims, actions and causes of action are hereby waived, discharged and released. Company hereby acknowledges and agrees that

the execution of this Agreement by Investor shall not constitute an acknowledgment of or admission by Investor of the existence of

any claims or of liability for any matter or precedent upon which any claim or liability may be asserted.

(f) Company

hereby acknowledges that it has freely and voluntarily entered into this Agreement after an adequate opportunity and sufficient period

of time to review, analyze, and discuss (i) all terms and conditions of this Agreement, (ii) any and all other documents executed and

delivered in connection with the transactions contemplated by this Agreement, and (iii) all factual and legal matters relevant to this

Agreement and/or any and all such other documents, with counsel freely and independently selected by Company (or had the opportunity to

be represented by counsel). Company further acknowledges and agrees that it has actively and with full understanding participated in the

negotiation of this Agreement and all other documents executed and delivered in connection with this Agreement after consultation and

review with its counsel (or had the opportunity to be represented by counsel), that all of the terms and conditions of this Agreement

and the other documents executed and delivered in connection with this Agreement have been negotiated at arm’s-length, and that

this Agreement and all such other documents have been negotiated, prepared, and executed without fraud, duress, undue influence, or coercion

of any kind or nature whatsoever having been exerted by or imposed upon any party by any other party. No provision of this Agreement or

such other documents shall be construed against or interpreted to the disadvantage of any party by any court or other governmental or

judicial authority by reason of such party having or being deemed to have structured, dictated, or drafted such provision.

(g) There

are no proceedings or investigations pending or threatened before any court or arbitrator or before or by, any governmental, administrative,

or judicial authority or agency, or arbitrator, against Company, except as previously disclosed to Investor in writing or in Company’s

public filings prior to the date hereof.

(h) There

is no statute, regulation, rule, order or judgment and no provision of any mortgage, indenture, contract or other agreement binding on

Company, which would prohibit or cause a default under or in any way prevent the execution, delivery, performance, compliance or observance

of any of the terms and conditions of this Agreement and/or any of the other documents executed and delivered in connection with this

Agreement.

7. Certain

Acknowledgments. Each of the parties acknowledges and agrees that no property or cash consideration of any kind whatsoever has been

or shall be given by Investor to Company in connection with the Standstill or any other amendment to any other Transaction Document granted

herein.

8. Arbitration.

Each party agrees that any dispute arising out of or relating to this Agreement shall be subject to the Arbitration Provisions (as defined

in the Purchase Agreement).

9. Governing

Law; Venue. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Utah without regard to

the principles of conflict of laws.

Each party agrees

that the proper venue for any dispute arising out of or relating to this Agreement shall be determined in accordance with the provisions

of the Transaction Documents. COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY

TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED

HEREBY.

10. Counterparts.

This Agreement may be executed in any number of counterparts with the same effect as if all signing parties had signed the same document.

All counterparts shall be construed together and constitute the same instrument. The exchange of copies of this Agreement and of electronic

signatures shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original

Agreement for all purposes. Electronic signatures shall be deemed to be original signatures for all purposes.

11. Attorneys’

Fees. In the event of any arbitration or action at law or in equity to enforce or interpret the terms of this Agreement, the parties

agree that the prevailing party shall be entitled to an additional award of the full amount of the attorneys’ fees and expenses

paid by such prevailing party in connection with the arbitration, litigation and/or dispute without reduction or apportionment based upon

the individual claims or defenses giving rise to the fees and expenses. Nothing herein shall restrict or impair an arbitrator’s

or a court’s power to award fees and expenses for frivolous or bad faith pleading.

12. Severability.

If any part of this Agreement is construed to be in violation of any law, such part shall be modified to achieve the objective of the

parties to the fullest extent permitted and the balance of this Agreement shall remain in full force and effect.

13. Entire

Agreement. This Agreement, together with the other Transaction Documents, and all other documents referred to herein, supersedes all

other prior oral or written agreements between Company, Investor, its affiliates and persons acting on its behalf with respect to the

matters discussed herein, and this Agreement and the instruments referenced herein contain the entire understanding of the parties with

respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither Investor nor Company

makes any representation, warranty, covenant or undertaking with respect to such matters.

14. No

Reliance. Company acknowledges and agrees that neither Investor nor any of its officers, directors, members, managers, representatives

or agents has made any representations or warranties to Company or any of its agents, representatives, officers, directors, stockholders,

or employees except as expressly set forth in this Agreement and the Transaction Documents and, in making its decision to enter into the

transactions contemplated by this Agreement and the Transaction Documents, Company is not relying on any representation, warranty, covenant

or promise of Investor or its officers, directors, members, managers, agents or representatives other than as set forth in this Agreement

and in the Transaction Documents.

15. Amendments.

This Agreement may be amended, modified, or supplemented only by written agreement of the parties. No provision of this Agreement may

be waived except in writing signed by the party against whom such waiver is sought to be enforced.

16. Successors

and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns.

This Agreement or any of the severable rights and obligations inuring to the benefit of or to be performed by Investor hereunder may be

assigned by Investor to a third party, including its financing sources, in whole or in part. Company may not assign this Agreement or

any of its obligations herein without the prior written consent of Investor.

17. Continuing

Enforceability; Conflict Between Documents. Except as otherwise modified by this Agreement, the Purchase Agreement and each of the

other Transaction Documents shall remain in full force and effect, enforceable in accordance with all of their original terms and provisions.

This Agreement shall not be effective or binding unless and until it is fully executed and delivered by Investor and Company. If there

is any conflict between the terms of this Agreement, on the one hand, and the Purchase Agreement or any other Transaction Document, on

the other hand, the terms of this Agreement shall prevail.

18. Time

is of Essence. Time is of the essence with respect to each and every provision of this Agreement.

19. Notices.

Unless otherwise specifically provided for herein, all notices, demands or requests required or permitted under this Agreement to be given

to Company or Investor shall be given as set forth in the “Notices” section of the Purchase Agreement.

20. Further

Assurances. Each party shall do and perform or cause to be done and performed, all such further acts and things, and shall execute

and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to

carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

[Remainder of page intentionally

left blank]

IN WITNESS WHEREOF, the undersigned have executed

this Agreement as of the date first set forth above.

COMPANY:

20/20 BIOLABS, INC.

By:

/s/ Jonathan Cohen

Jonathan Cohen, Chief Executive Officer

INVESTOR:

STREETERVILLE CAPITAL, LLC

By:

/s/ John Fife

John Fife, President

[Signature Page to Standstill Agreement]

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

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Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

duration