Form 8-K

8-K — 20/20 Biolabs, Inc.

Accession: 0001213900-26-090746

Filed: 2026-08-17

Period: 2026-08-17

CIK: 0001139685

SIC: 8734 (SERVICES-TESTING LABORATORIES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — ea0302153-8k_2020bio.htm (Primary)

EX-99.1 — PRESS RELEASE ISSUED ON AUGUST 17, 2026 (ea030215301ex99-1.htm)

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8-K — CURRENT REPORT

8-K (Primary)

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0001139685

2026-08-17

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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):

August 17, 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

2.02 Results of Operations and Financial Condition.

On August 17, 2026, 20/20 Biolabs, Inc.

(the “Company”) issued a press release regarding its financial results for the quarter ended June 30, 2026. A copy of

the press release is furnished as Exhibit 99.1 to this report.

The information furnished with this Item 2.02,

including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,

as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other

filing under Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, except as expressly set forth by

specific reference in such a filing.

Item

9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description of Exhibit

99.1

Press Release issued on August 17, 2026

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: August 17, 2026

20/20 BIOLABS, INC.

/s/ Jonathan Cohen

Name:

Jonathan Cohen

Title:

Chief Executive Officer

EX-99.1 — PRESS RELEASE ISSUED ON AUGUST 17, 2026

EX-99.1

Filename: ea030215301ex99-1.htm · Sequence: 2

Exhibit 99.1

20/20 BioLabs Reports Second Quarter 2026 Financial

Results and Recent Operational Progress, as Cancer Test Revenue Reaches Record Quarterly Level

Total Revenue Increased 37% to $0.7 Million

and Gross Profit Increased 87% to $0.3 Million, with Gross Margin Expanding to 41.7% from 30.5%

Best Quarter of Multi-Cancer

Early Detection Testing, with OneTest™ Revenue Up 47% Year-Over-Year to $0.7 Million

Cash Position Strengthened to $4.5 Million as

of June 30, 2026, with All Convertible Note Debt Eliminated During the Quarter

Gaithersburg, MD - August 17, 2026 - 20/20

BioLabs, Inc. (Nasdaq: AIDX) (“20/20” or the “Company”), an early market entrant in AI powered laboratory-based

blood tests for the early detection and prevention of cancers and chronic diseases, reported its financial and operational results for

the second quarter ended June 30, 2026.

Second Quarter & Subsequent 2026 Operational Highlights

● Total revenue increased 36.5% to $0.7 million

for Q2 2026, as compared to $0.5 million for Q2 2025, with OneTest™ accounting for 95.3% of total revenue in the quarter, up from

88.4% in the prior year period.

● Revenue from the Company’s OneTest™

family of blood tests, led by OneTest™ for Cancer, its Multi-Cancer Early Detection (“MCED”) blood test, increased 47.1%

to $0.7 million for Q2 2026, as compared to $0.5 million for Q2 2025. The Company believes Q2 2026 represented its strongest quarter of

MCED testing.

● Gross profit increased 86.6% to $0.3 million

for Q2 2026, as compared to $0.2 million for Q2 2025, while gross margin expanded to 41.7% from 30.5%, reflecting improved absorption

of fixed laboratory costs across a higher volume of OneTest™ tests.

● State-funded firefighter cancer screening programs

continued to gain momentum. In May, the State of Vermont selected OneTest™ for a 12-month statewide initiative to screen up to 4,500

firefighters, while Maryland fire departments were awarded $520,000 for OneTest™ cancer screenings. The Company expects these programs

to generate more than $1.0 million of revenue through the end of 2026.

● The Company expects to have tested more than

35,000 firefighters by the end of 2026, building a body of real-world evidence intended to support its regulatory and reimbursement strategy.

● Received orders from 29 new accounts during the

second quarter, including occupational and preventive health companies, fire departments and primary care physician practices. Growth

has continued into the third quarter across fire department, occupational health, military service and physician practice markets.

● Executed a purchase agreement with the TF

– 7294 Foundation that expands access to OneTest™ for Cancer within the U.S. Intelligence Community.

● Received a first commercial order from BodyMetRX,

extending the OneTest™ for Cancer footprint into the health optimization and wellness market.

● Maintained strong repeat business from existing

customers, with Clayton County, Georgia beginning its seventh year of OneTest™ for Cancer screening, and continued to grow its enterprise

pipeline entering the second half of 2026.

● Launched a three-month retail pilot with

Giant Food for OneTest for Longevity™, making the Company’s inflammatory and cardiometabolic biomarker testing available

through participating Giant Food stores via pharmacy-based blood collection and at-home self-collection kits.

● Cash and cash equivalents totaled $4.5 million

as of June 30, 2026, compared to $1.0 million as of December 31, 2025.

● Issued an additional 1,000 shares of Series E

convertible preferred stock on June 16, 2026 for gross proceeds of $1.0 million, bringing total Series E proceeds to $6.0 million for

the first half of 2026 under a preferred purchase agreement pursuant to which up to $40.0 million in capital may be raised in multiple

tranches, subject to 20/20 meeting certain conditions.

● Subsequent to the first quarter, on April 10,

2026, all principal and accrued interest outstanding under the Company’s secured convertible promissory notes was exchanged for

583 shares of Series E convertible preferred stock, eliminating all convertible note debt from the Company’s balance sheet as of

June 30, 2026.

● Subsequent to quarter end, on July 16, 2026,

the Company entered into a standstill agreement with Streeterville under which Streeterville agreed that, for 120 days, it will not convert

shares of Series E convertible preferred stock into common stock unless the common stock trades at least 10% above the “Minimum

Price” as defined in Nasdaq Rule 5635.

● Accounts receivable increased to approximately

$0.3 million as of June 30, 2026, compared to $0.2 million as of December 31, 2025, reflecting higher MCED testing volume late in the

quarter.

● Hosted the inaugural session of a new monthly

investor webinar series on July 1, 2026, focused on the Company’s Medicare strategy for OneTest™ and its serial biomarker

tracking methodology. Sessions are held on the first Wednesday of each month.

● Continued to advance the Company’s patented

protein tumor marker based, machine learning derived MCED methodology, which tracks biomarker trajectories over time rather than relying

on single-point testing, an approach the Company believes may support earlier-stage detection compared to stand-alone circulating tumor

DNA based MCEDs.

Management Commentary

Chief Executive Officer Jonathan Cohen

commented, “The second quarter was the strongest quarter of multi-cancer early detection testing this Company has ever

delivered. OneTest™ revenue grew 47% year-over-year to $0.7 million and represented more than 95% of total revenue, which is

exactly the mix shift we have been working toward. Just as importantly, that growth came with operating leverage: gross profit

increased 87% and gross margin expanded more than 11 percentage points to 41.7%, because our laboratory absorbs incremental testing

volume at attractive incremental economics.”

“State-funded firefighter cancer screening

continues to validate OneTest™ in a meaningful commercial setting. Programs in Maryland and Vermont are expected to help us surpass

35,000 firefighters tested by year-end, generating valuable real-world evidence while contributing to revenue growth.”

“That growing body of clinical data supports

our long-term reimbursement strategy. With a statutory Medicare pathway for FDA-authorized MCED blood tests beginning in 2028, we believe

OneTest™ is well positioned to benefit from expanding adoption as we continue advancing toward commercialization.”

Chief Financial Officer Alan Bergman added, “Second

quarter results reflected a return to growth, with revenue increasing 36.5% year over year and gross profit increasing 87% as higher OneTest™

volume drove meaningful operating leverage. Operating expenses increased primarily due to one-time Nasdaq listing costs and continued

investment in our longevity platform.

“We also strengthened the balance

sheet meaningfully. During the quarter, we strengthened the balance sheet by raising additional Series E preferred capital and

eliminating all outstanding convertible note debt. We ended the quarter with $4.5 million in cash and believe we are well positioned

to support continued growth in MCED testing. With two state firefighter programs now contributing and a growing commercial pipeline,

we expect MCED volume to remain the primary driver of revenue growth through the balance of the year,” concluded Bergman.

Second Quarter 2026 Financial Results

Total revenue for the three months ended June

30, 2026 was $0.7 million, an increase of 36.5%, compared to $0.5 million in the prior year period. Revenue from OneTest™, which

includes the Company’s MCED blood test, increased 47.1% to $0.7 million, compared to $0.5 million in the prior year period,

and represented 95.3% of total revenue, compared to 88.4% in the prior year period.

Total cost of revenue for the three months ended

June 30, 2026 was $0.4 million, compared to $0.4 million in the prior year period.

Gross profit for the three months ended June 30,

2026 was $0.3 million, an increase of 86.6%, compared to $0.2 million in the prior year period. Gross margin was 41.7% in Q2 2026, compared

to 30.5% in the prior year period, reflecting favorable product mix and improved fixed-cost absorption.

Operating expenses increased to $1.5 million from

$1.0 million, primarily reflecting expenses associated with the Company’s Nasdaq direct listing and continued investment in product development.

Total other expense, net was $0.3 million for

the three months ended June 30, 2026, compared to other income, net, of less than $0.1 million in the prior year period.

Net loss for the three months ended June 30, 2026

was $1.5 million, compared to $0.8 million in the prior year period. Net loss included approximately $0.7 million in non-cash charges.

Cash and cash equivalents totaled $4.5 million

as of June 30, 2026, compared to $1.0 million at year-end 2025, primarily reflecting $6.0 million of Series E preferred financing completed

during the first half of the year. The Company had no convertible note debt outstanding at quarter end.

First Half 2026 Financial Results

Total revenue for the six months ended June 30,

2026 was $1.1 million, compared to $1.1 million in the prior year period. Revenue from OneTest™ increased 6.5% to $1.0 million,

compared to $0.9 million in the prior year period.

Gross profit for the six months ended June 30,

2026 was $0.4 million, an increase of 11.7%, compared to $0.3 million in the prior year period. Gross margin was 33.9%, compared to 30.2%

in the prior year period.

Total operating expenses for the six months ended

June 30, 2026 were $3.1 million, compared to $1.9 million in the prior year period, primarily reflecting expenses associated with the

Company’s transition to a Nasdaq-listed public company.

Net loss for the six months ended June 30, 2026

was $3.7 million, compared to $1.6 million in the prior year period. Net loss included approximately $1.7 million in non-cash charges.

About 20/20 BioLabs

20/20 BioLabs, Inc. (Nasdaq: AIDX) develops and

commercializes AI-powered, laboratory-based blood tests for the early detection and prevention of cancers and chronic diseases. The Company

offers two families of lab tests under the OneTest brand. OneTest™ for Cancer is a multi-cancer early detection, or MCED, blood

test, and OneTest™ for Longevity measures inflammatory biomarkers and is commercially available. OneTest’s affordable, accurate,

accessible tests can be conveniently utilized at home using new, upper-arm capillary collection devices that avoid painful needles. Tests

are run in the Company’s College of American Pathologists (CAP) accredited, Clinical Laboratory Improvement Amendments (CLIA) licensed

laboratory in Gaithersburg, Maryland.

For more information visit https://2020biolabs.com.

Forward-Looking Statements

Certain statements in this release are

“forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section

21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements involve known and unknown risks and

uncertainties and are based on the Company’s current expectations and projections about future events that it believes may

affect its financial condition, results of operations, business strategy, and financial needs. Forward-looking statements can be

identified by words such as “may,” “could,” “will,” “should,” “would,”

“expect,” “plan,” “intend,” “anticipate,” “believe,”

“estimate,” “predict,” “potential,” “project,” “continue,” or the

negative of these terms or other comparable expressions. Actual results may differ materially from those expressed or implied by

such forward-looking statements, including, without limitation, statements regarding expected revenue from state-funded firefighter

cancer screening programs, the number of firefighters expected to be tested, the Giant Food retail pilot and whether it results in

business beyond the pilot term, the Company’s expectations regarding new customer orders and its commercial pipeline, the

Company’s ability to obtain FDA authorization for OneTest™ for Cancer or Medicare coverage or reimbursement, and the

Company’s expectations regarding future revenue growth and liquidity. A number of factors could cause actual results to differ

materially from those contained in these forward-looking statements, including, but not limited to, the risks described in the

Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”), available on the SEC’s

website at www.sec.gov, including the Company’s most recent Annual Report on Form 10-K, as well as in our other reports filed

or furnished from time to time with the SEC. The Company undertakes no obligation to publicly update or revise any forward-looking

statements to reflect events or circumstances that occur after the date of this release or to reflect the occurrence of

unanticipated events, except as required by applicable law. Although the Company believes the expectations expressed in these

forward-looking statements are reasonable, it cannot guarantee future results, and investors are cautioned that actual outcomes may

differ materially from those anticipated.

Investor Relations

Chris Tyson

MZ Group

Direct: 949-491-8235

AIDX@mzgroup.us

20/20 BIOLABS, INC.

CONDENSED BALANCE SHEETS

(UNAUDITED)

June 30,

2026

December 31,

2025

Assets

Current assets:

Cash and cash equivalents

$ 4,546,140

$ 1,025,987

Accounts receivable, net

291,486

199,954

Inventory

111,036

116,217

Prepaid expenses and other current assets

126,961

128,975

Total current assets

5,075,623

1,471,133

License agreement, net

265,518

271,143

Property and equipment, net

33,700

56,677

Intangible asset, net

205,985

202,264

Right-of-use assets, net

519,302

605,289

Deferred financing costs

1,507,794

Other assets

23,057

Total assets

$ 6,123,185

$ 4,137,357

Liabilities and Stockholders’ Equity (Deficit)

Current liabilities:

Accounts payable

$ 1,026,809

$ 868,545

Accrued liabilities

743,001

785,784

Accrued dividends – Series E convertible preferred stock

121,662

Deferred revenue – current

467,033

414,871

Derivative liability – current

143,382

Convertible notes payable – current

74,611

Operating lease liability – current

192,731

175,948

Total current liabilities

2,551,236

2,463,141

Long-term liabilities:

Convertible notes payable, net

619,355

Deferred revenue – long-term

32,924

41,816

Derivative liabilities – long-term

543,545

Operating lease liability – long term

379,717

488,725

Total long-term liabilities

412,641

1,693,441

Total liabilities

2,963,877

4,156,582

Commitments and contingencies (Note 9)

Contingently redeemable convertible preferred stock:

Series E convertible preferred stock, $0.01 par value; 45,000 authorized; 5,228 and 0 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively; liquidation preference of $6,273,600

1,538,608

Stockholders’ equity (deficit):

Series D preferred stock, $0.01 par value; 936,329 authorized; 0 and 101,565 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively

1,016

Series C preferred stock, $0.01 par value; 3,340,909 authorized; 0 and 1,204,040 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively

12,040

Series B preferred stock, $0.01 par value; 3,569,405 authorized; 0 and 1,471,487 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively

14,715

Series A-2 preferred stock, $0.01 par value; 800,000 authorized; 0 and 442,402 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively

4,424

Series A-1 preferred stock, $0.01 par value; 978,000 authorized; 0 and 651,465 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively

6,515

Series A preferred stock, $0.01 par value; 1,303,000 authorized; 0 and 846,368 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively

8,464

Common stock, $0.01 par value; 50,000,000 authorized; 12,251,198 and 5,442,249 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively

122,512

54,422

Additional paid-in capital

38,426,586

33,126,398

Accumulated deficit

(36,928,398 )

(33,247,219

Total stockholders’ equity (deficit)

1,620,700

(19,225

Total liabilities, contingently redeemable preferred stock and stockholders’ equity (deficit)

$ 6,123,185

$ 4,137,357

20/20 BIOLABS, INC.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

Three Months Ended

June 30,

Six Months Ended

June 30,

2026

2025

2026

2025

Revenues

$ 730,571

$ 535,060

$ 1,083,946

$ 1,088,880

Cost of revenues

425,844

371,796

716,335

759,822

Gross profit

304,727

163,264

367,611

329,058

Operating expenses:

Sales, general and administrative

1,291,318

814,811

2,644,076

1,615,955

Research and development

257,632

194,124

411,114

330,955

Total operating expenses

1,548,950

1,008,935

3,055,190

1,946,910

Operating loss

(1,244,223 )

(845,671 )

(2,687,579 )

(1,617,852

Other (expense) income:

Interest expense

(272,245 )

(935 )

(539,254 )

(1,675

Interest income

14,476

5,673

21,129

14,131

Loss on change in fair value of warrant liability

(148,766 )

Loss on issuance of convertible note

(4,236 )

(326,595 )

Other expense, net

(115 )

(115

Total other (expense) income

(262,120 )

4,738

(993,601 )

12,341

Provision for income taxes

Net loss

(1,506,343 )

(840,933 )

(3,681,180 )

(1,605,511

Deemed dividend on warrant modifications

(1,124,676 )

Preferred stock dividends

(121,662 )

(175,854 )

Net loss attributable to common stockholders

$ (2,752,681 )

$ (840,933 )

$ (4,981,710 )

$ (1,605,511

Basic and diluted net loss per common share

$ (0.26 )

$ (0.17 )

$ (0.54 )

$ (0.33

Weighted-average common shares outstanding, basic and diluted

10,790,722

4,823,125

9,230,710

4,823,125

20/20 BIOLABS, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

Six Months Ended June 30,

2026

2025

CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss

$ (3,681,180 )

$ (1,605,511

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization

24,610

33,304

Stock based compensation

499,740

259,300

Amortization of license fees

13,125

11,250

Issuance of common stock for services

181,500

Loss on issuance of convertible note

322,359

Amortization of right-of-use assets, net of liabilities

(6,238 )

(3,676

Amortization of debt discount

515,583

Change in fair value of derivative liability

148,766

Changes in operating assets and liabilities:

Accounts receivable

(91,532 )

(38,979

Inventory

5,181

(14,496

Prepaid expenses and other assets

2,014

53,770

Accounts payable

158,265

184,333

Accrued liabilities

(29,883 )

192,468

Deferred revenue

43,270

(94,161

Net cash used in operating activities

(1,894,420 )

(1,022,398

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchases of intangible assets, including patents

(5,354 )

License agreement

(7,500 )

Net cash used in investing activities

(12,854 )

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from issuance of convertible notes payable

250,000

70,000

Proceeds from issuance of series D preferred stock

192,338

Proceeds from issuance of series E convertible preferred stock

6,000,000

Offering costs

(822,573 )

Net cash provided by financing activities

5,427,427

262,338

Increase (decrease) in cash and cash equivalents

3,520,153

(760,060

Cash and cash equivalents, beginning of period

1,025,987

1,784,009

Cash and cash equivalents, end of period

$ 4,546,140

$ 1,023,949

Supplemental disclosures of cash flow information:

Cash paid for interest

$ -

Cash paid for income taxes

$ -

Non-cash disclosures of cash flow information:

Conversion of preferred stock to common stock

$ 289,193

$ -

Deferred offering costs – issuance of common stock and warrants as offering costs

$ 3,654,057

$ -

Accrued dividends on series E convertible preferred stock

$ 121,662

$ -

Deemed dividend on warrant modifications

$ 1,124,676

$ -

Issuance of preferred stock for dividends on series E convertible preferred stock

$ 54,192

$ -

Derivative liabilities recognized as debt discounts

$ 541,199

$ -

Derivative liabilities reclassified to equity

$ 1,361,306

$ -

Conversion of convertible notes payable and accrued interest to common stock

$ 834,812

$ -

Conversion of convertible notes payable and accrued interest to Series E Preferred

$ 583,197

$ -

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Name of the City or Town

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Code for the postal or zip code

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Name of the state or province.

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A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

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-Name Exchange Act

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Indicate if registrant meets the emerging growth company criteria.

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Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.

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-Name Securities Act

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-Section B

-Subsection 2

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Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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Two-character EDGAR code representing the state or country of incorporation.

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The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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-Publisher SEC

-Name Exchange Act

-Number 240

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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Local phone number for entity.

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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 13e-4(c) under the Exchange Act.

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-Section 13e

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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.

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Title of a 12(b) registered security.

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Name of the Exchange on which a security is registered.

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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 soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Trading symbol of an instrument as listed on an exchange.

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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 written communications pursuant to Rule 425 under the Securities Act.

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