UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 26, 2026 (
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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) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The |
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 3.03 | Material Modification to Rights of Security Holders. |
On May 19, 2026, the Board of Directors of 20/20 Biolabs, Inc. (the “Company”) adopted Amendment No. 1 to the Company’s Amended and Restated Bylaws (the “Amendment”), pursuant to which Section 2.5 of the Company’s Amended and Restated Bylaws was amended to reduce the quorum required for a meeting of stockholders from a majority of the shares outstanding to one-third of the shares outstanding.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment filed as Exhibit 3.2 to this report, which is incorporated herein by reference.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The information set forth in Item 3.03 above is incorporated herein in its entirety.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description of Exhibit | |
| 3.1 | Amended and Restated Bylaws of 20/20 Biolabs, Inc. (incorporated by reference to Exhibit 2.3 to the Annual Report on Form 1-K filed on July 6, 2020) | |
| 3.2 | Amendment No. 1 to Amended and Restated Bylaws of 20/20 Biolabs, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
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: May 26, 2026 | 20/20 BIOLABS, INC. |
| /s/ Jonathan Cohen | |
| Name: Jonathan Cohen | |
| Title: Chief Executive Officer |
2
Exhibit 3.2
AMENDMENT NO. 1 TO
AMENDED AND RESTATED BYLAWS
OF
20/20 BIOLABS, INC.
This Amendment No. 1 to Amended and Restated Bylaws (this “Amendment”) of 20/20 Biolabs, Inc., a Delaware corporation (formerly 20/20 GeneSystems, Inc.) (the “Corporation”), is effective as of May 19, 2026 (the “Effective Date”).
WHEREAS, Section 8.1 of the Amended and Restated Bylaws of the Corporation in effect immediately prior to the Effective Date (the “Current Bylaws”) provides, in relevant part, that the Current Bylaws may be amended or modified by a vote of the Board of Directors of the Corporation; and
WHEREAS, the Board of Directors of the Corporation desires to amend the Current Bylaws as set forth in this Amendment.
NOW, THEREFORE, the Current Bylaws are hereby amended as follows, effective as of the Effective Date.
| 1. | Amendment to Bylaws. The first sentence of Section 2.5 of the Current Bylaws is hereby deleted in its entirety and replaced with the following: |
“At all meetings of stockholders, except where otherwise provided by statute or by the Certificate of Incorporation, or by these Amended and Restated Bylaws, the presence, in person, by remote communication, if applicable, or by proxy duly authorized, of the holders of a one-third of the outstanding shares of stock entitled to vote shall constitute a quorum for the transaction of business.”
| 2. | Effect on Bylaws. The terms of this Amendment shall modify and amend the terms of the Current Bylaws to the extent expressly modified and amended herein, but every other term and condition contained in the Current Bylaws is hereby ratified, affirmed, remains in full force and effect and shall remain unchanged unless expressly amended or modified. |
| 3. | Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any conflict of laws principles that would result in the application of the laws of any jurisdiction other than the State of Delaware. |
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CERTIFICATE OF ADOPTION OF
AMENDMENT NO. 1 TO
AMENDED AND RESTATED BYLAWS
OF
20/20 BIOLABS, INC.
The undersigned hereby certifies that he is the duly elected, qualified and acting Secretary of 20/20 Biolabs, Inc., a Delaware corporation (the “Corporation”), and that the foregoing Amendment No. 1 to Amended and Restated Bylaws was adopted as part of the Corporation’s Bylaws as of the date hereof by the Corporation’s Board of Directors.
The undersigned has executed this Certificate as of May 19, 2026.
| /s/ Alan Bergman | |
| Alan Bergman | |
| Secretary |