20/20 Biolabs, Inc.

Item 1.01 Entry into a Material Definitive Agreement . As previously disclosed, on November 17, 2025, 20/20 Biolabs, Inc. (the “Company”) entered into a securities purchase agreement with Streeterville Capital, LLC (“Streeterville”), pursuant to which, among other things, the Company agreed to offer and sell to Streeterville up to $40,000,000 of series E convertible preferred stock at a purchase price of $1,000 per share. Pursuant to the Certificate of Designation for the series E convertible preferred stock (the “Certificate of Designation”), each share of series E convertible preferred stock is convertible at any time at the option of the holder into a number of shares of common stock determined by dividing the stated value of the shares being converted ($1,098.90 per share) by a conversion price equal to the lower of $11.42 and a price equal to 89% of the lowest daily volume weighted average price of the common stock on its principal market during the ten (10) trading day period prior to the conversion date, but in no event lower than a floor price of 20% of the “Minimum Price” as defined in Nasdaq Rule 5635 (subject to adjustment for stock splits, stock dividends, stock combinations, recapitalizations or other similar events), calculated as of the most recent issuance date. On July 16, 2026, the Company entered into a standstill agreement (the “Standstill Agreement”) with Streeterville, pursuant to which Streeterville agreed that, for the period beginning on the date of the Standstill Agreement and ending on the date that is one hundred twenty (120) days thereafter, it would not seek to convert any shares of series E convertible preferred stock into common stock unless on any given trading day the common stock trades at a price that is at least ten percent (10%) greater than the “Minimum Price” as defined in Nasdaq Rule 5635 (the “Standstill”); provided that the Standstill shall terminate immediately upon the occurrence of any breach of the Standstill Agreement or any Event of Default (as defined in the Certificate of Designation). The foregoing summary of the terms and conditions of the Standstill Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Standstill Agreement attached as Exhibit 10.1 hereto, which is incorporated herein by reference.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On July 17, 2026, the Company received a written notification from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company was not in compliance with the $1.00 closing bid price requirement set forth under Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”) for the 30 consecutive business days from June 3, 2026 to July 16, 2026. Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company has been granted a 180-calendar day compliance period, or until January 13, 2027, to regain compliance with the Bid Price Rule. To regain compliance, the closing bid price of the Company’s common stock must be at least $1.00 per share for at least ten (10) consecutive business days during the 180-calendar day compliance period. In the event that the Company is not in compliance by January 13, 2027, the Company may be afforded a second 180-calendar day compliance period. To qualify for this additional time, the Company will be required to meet the continued listing requirement for the market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the Bid Price Rule, and will need to provide written notice of its intention to cure the deficiency during the second compliance period. If the Company does not regain compliance within the allotted compliance period(s), including any extensions that may be granted by Nasdaq, Nasdaq will provide notice that the Company’s common stock will be subject to delisting. The Company intends to monitor the closing bid price of its common stock and may, if appropriate, consider implementing available options to cure the deficiency and regain compliance with the Bid Price Rule within the compliance period(s) under Nasdaq’s Listing Rules.