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20/20 Biolabs Inc美股招股说明书(2026-08-17版)

2026-08-17 美股招股说明书 善护念
报告封面

20/20 Biolabs, Inc. 15,164,724 Shares of Common Stock This Prospectus Supplement No. 3 (this “Supplement”) relates to the prospectus of 20/20 Biolabs, Inc., dated April 9, 2026, relating tothe registration for resale of up to 15,164,724 shares of common stock by certain selling stockholders named in such prospectus (the“Prospectus”). This Supplement should be read in conjunction with the Prospectus and Prospectus Supplement No. 1 filed with theSecurities and Exchange Commission (the “SEC”) on April 28, 2026 and Prospectus Supplement No. 2 filed with the SEC on May 21,2026 (the “Prior Supplements”) and is qualified by reference to the Prospectus and the Prior Supplements, except to the extent that theinformation in this Supplement supersedes the information contained in the Prospectus and the Prior Supplements, and may not bedelivered without the Prospectus and the Prior Supplements. This Supplement is being filed to include the information set forth in the Quarterly Report on Form 10-Q filed with the SEC on August14, 2026. Our common stock is listed on The Nasdaq Capital Market under the symbol “AIDX.” On August 14, 2026, the closing price of ourcommon stock on The Nasdaq Capital Market was $0.549. We are an “emerging growth company,” as that term is used in the Jumpstart Our Business Startups Act of 2012, and as such, haveelected to comply with certain reduced public company reporting requirements for the Prospectus and future filings. See “ProspectusSummary—Implications of Being an Emerging Growth Company” and “Risk Factors—Risks Related to Ownership of Our CommonStock” included in the Prospectus. Investing in our securities is highly speculative and involves a significant degree of risk. See “Risk Factors” beginning on page10 of the Prospectus for a discussion of information that should be considered before making a decision to purchase oursecurities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if the Prospectus or this Supplement is truthful or complete. Any representation to the contrary is acriminal offense. The date of this Prospectus Supplement No. 3 is August 17, 2026 UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 10−Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2026 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 Number: 001-43128 20/20 BIOLABS, INC. (Exact name of registrant as specified in its charter) Delaware57-2272107(State or other jurisdiction of(I.R.S. Employer incorporation or organization)Identification No.) 240-453-6339(Registrant’s telephone number, including area code) N/A(Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Nameofeachexchangeonwhichregistered 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 an 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ 20/20 Biolabs, Inc. Quarterly Report on Form 10-QPeriod Ended June 30, 2026 PART IFINANCIAL INFORMATIONItem 1. Financial Statements1Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations2Item 3. Quantitative and Qualitative Disclosures About Market Risk9Item 4. Controls and Procedures9PART IIOTHER INFORMATIONItem 1. Legal Proceedings11Item 1A. Risk Factors11Item 2. Unregistered Sales of Equity Securities and Use of Proceeds11Item 3. Defaults Upon Senior Securities11Item 4. Mine Safety Disclosures11Ite