20/20 Biolabs, Inc. 8-K

What Happened
20/20 Biolabs, Inc. (AIDX) filed an 8-K reporting financings and a contractual amendment with Streeterville Capital, LLC. The company issued secured convertible promissory notes (aggregate principal up to $570,000) and warrants in late 2025 and early 2026 tied to its Nasdaq direct listing (completed Feb 19, 2026 with a Nasdaq Price of $11.42). On April 23, 2026 the parties executed a global amendment that reduced the exercise price of the outstanding warrants to $2.25 per share. The company may terminate that amendment within 90 days with at least two trading days’ written notice; during the notice period Streeterville may exercise the warrants at the reduced price.

Key Details

• Notes and warrants issued: two secured convertible promissory notes were issued—$295,000 (Nov 17, 2025) and $275,000 (Feb 9, 2026), totaling $570,000 in principal; each note was accompanied by a warrant to purchase 62,500 shares (Warrant 1 and Warrant 2) originally exercisable at $8.00.
• Series E and large warrant: on Feb 19, 2026 the company issued 5,000 shares of Series E convertible preferred stock and Warrant 3 to purchase 3,502,627 shares at $11.42, for a $5,000,000 purchase price.
• Amendment: on Apr 23, 2026 the global amendment lowered the exercise price for all three warrants to $2.25 per share (subject to standard adjustments).
• Nasdaq listing: the company completed a direct listing on Nasdaq on Feb 19, 2026 with the Nasdaq Price set at $11.42, which was used to calculate certain warrant and commitment terms.

Why It Matters
The amendment materially lowers the cost for Streeterville to convert warrants into common shares, increasing the potential for significant future share issuance and dilution if the warrants are exercised. The financings provided the company with cash proceeds (notably $5.0M for the preferred issuance and $250K each for the two note purchases as previously disclosed), while the amended warrant terms change the economics of those investments. Investors should note the number of shares underlying the warrants and the reduced $2.25 exercise price when assessing potential dilution and the company’s capital structure going forward. The full agreements and amendment are filed as exhibits to the 8-K.