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20/20 Biolabs Inc 2025年度报告

2026-03-31 美股财报 HEE
报告封面

FORM 10-K (Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to _____________ Commission File No. 001-43128 20/20 BIOLABS, INC. Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on whichregistered Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☐No☒ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required tosubmit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act by the registered public accounting firmthat prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ As of June 30, 2025 (the last business day of the registrant’s most recently completed second fiscal quarter), the aggregate marketvalue of the registrant’s common stock held by non-affiliates could not be determined because the registrant’s common stock was notyet trading on any exchange.As of such date, there were 4,823,125 shares of common stock issued and outstanding, ofwhich1,384,177 shares were held by affiliates. Executive officers, directors and each person who owns 10% or more of theoutstanding common stock may be deemed to be affiliates of the registrant. This determination of affiliate status is not necessarily aconclusive determination for other purposes. As of March 30, 2026, there were a total of 10,442,960 shares of common stock of the registrant issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE None. 20/20 Biolabs, Inc. Annual Report on Form 10-KYear Ended December 31, 2025 TABLE OF CONTENTS Item 1.Business1Item 1A.Risk Factors23Item 1B.Unresolved Staff Comments40Item 1C.Cybersecurity40Item 2.Properties41Item 3.Legal Proceedings41Item 4.Mine Safety Disclosures41 Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities.42Item 6.[Reserved]42Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations42Item 7A.Quantitative and Qualitative Disclosures About Market Risk53Item 8.Financial Statements and Supplementary Data53Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure53Item 9A.Controls and Procedures53Item 9B.Other Information54Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections54 Item 10.Directors, Executive Officers and Corporate Governance55Item 11.Executive Compensation60Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters64Item 13.Certain Relationships and Related Transactions, and Director Independence66Item 14.Principal Accounting Fees and Services66 PART IV I