Material Agreement (Form 8-K)

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 the Company agreed to offer and sell to Streeterville, in a private placement transaction, secured convertible promissory notes in the aggregate principal amount of up to $570,000 and warrants to purchase a number of shares of common stock equal to $1,000,000 divided by the lower of (i) $8.00 and (ii) the Valuation based Bid Price or Compelling Evidence-based Bid Price, as submitted by the Company and accepted by The Nasdaq Stock Market ("Nasdaq") in connection with the Company's direct listing application with Nasdaq and calculated in accordance with Nasdaq Listing Rule IM-5505-1 (the "Nasdaq Price"). On February 19, 2026, the Company's direct listing was completed with a Nasdaq Price of $11.42.

As previously disclosed, on November 17, 2025, the Company issued to Streeterville a secured convertible promissory note in the principal amount of $295,000 and a warrant to purchase 62,500 shares of common stock at an exercise price of $8.00 (subject to standard adjustments for stock splits, stock dividends, recapitalizations and similar transactions) ("Warrant 1") for a total purchase price of $250,000.

As previously disclosed, on February 9, 2026, the Company issued to Streeterville a secured convertible promissory note in the principal amount of $275,000 and a warrant to purchase 62,500 shares of common stock at an exercise price of $8.00 (subject to standard adjustments for stock splits, stock dividends, recapitalizations and similar transactions) ("Warrant 2") for a total purchase price of $250,000.

As previously disclosed, on November 17, 2025, the Company entered a securities purchase agreement with Streeterville, pursuant to which the Company agreed to offer and sell to Streeterville (i) up to $40,000,000 (the "Commitment Amount") of series E convertible preferred stock at a purchase price of $1,000 per share; (ii) 525,000 shares of common stock; and (iii) a warrant to purchase a number of shares of common stock equal to the Commitment Amount divided by the Nasdaq Price.

As previously disclosed, on February 19, 2026, the Company issued to Streeterville 5,000 shares of series E convertible preferred stock and a warrant to purchase 3,502,627 shares of common stock at an exercise price of $11.42 per share (subject to standard adjustments for stock splits, stock dividends, recapitalizations and similar transactions) ("Warrant 3," and together with Warrant 1 and Warrant 2, the "Warrants") for a purchase price of $5,000,000.

On April 23, 2026, the Company entered into a global amendment (the "Amendment") with Streeterville, pursuant to which the exercise price of the Warrants was reduced to $2.25 per share (subject to standard adjustments for stock splits, stock dividends, recapitalizations and similar transactions). The Company has the right to terminate the Amendment within ninety (90) days of execution of the Amendment upon at least two (2) trading days' written notice, during which time Streeterville may exercise the Warrants at the foregoing price.

The foregoing summary of the terms and conditions of the Warrants and the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of those documents attached as Exhibits hereto, which are incorporated herein by reference.