Form SCHEDULE 13D 20/20 Biolabs, Inc. Filed by: Cohen Jonathan M
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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20/20 Biolabs, Inc. (Name of Issuer) |
Common Stock, par value $0.01 (Title of Class of Securities) |
90138K101 (CUSIP Number) |
Jonathan Cohen c/o 20/20 Biolabs, Inc., 15810 Gaither Road, Suite 235 Gaithersburg, MD, 20877 240-453-6339 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/03/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 90138K101 |
| 1 |
Name of reporting person
Jonathan M Cohen | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
1,833,750.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
16.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The number of shares above includes 1,366,400 shares of common stock and 467,350 shares of common stock that the Reporting Person has the right to acquire within sixty (60) days through the exercise of vested stock options. The response to Row 13 above is based on 10,442,438 shares of common stock of the Issuer outstanding as of March 3, 2026.
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 |
| (b) | Name of Issuer:
20/20 Biolabs, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
15810 Gaither Road, Suite 235, Gaithersburg,
MARYLAND
, 20877. |
| Item 2. | Identity and Background |
| (a) | This statement is being filed by Jonathan Cohen (the "Reporting Person"). |
| (b) | The principal business address of the Reporting Person is c/o 20/20 Biolabs, Inc., 15810 Gaither Road, Suite 235, Gaithersburg, MD 20877. |
| (c) | The Reporting Person is the Chief Executive Officer of the Issuer, which is located at 15810 Gaither Road, Suite 235, Gaithersburg, MD 20877. |
| (d) | During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | The Reporting Person is a citizen of the United States of America. |
| Item 3. | Source and Amount of Funds or Other Consideration |
On October 13, 2000, the Reporting Person was issued 1,366,400 shares of common stock in exchange for services in connection with the formation of the Issuer.
On January 1, 2023, the Reporting Person was granted a stock option for the purchase of 388,000 shares of common stock at an exercise price of $1.74, with 194,000 shares vested on the date of the grant and the remaining shares vested in equal monthly installments over the following 24 months.
On July 1, 2024, the Reporting Person was granted a stock option for the purchase of 125,000 shares of common stock at an exercise price of $2.55, with 31,250 shares vesting on the date of grant and the remaining shares vesting in equal monthly installments over the following 36 months, subject to the Reporting Person's continuous service to the Issuer.
On March 3, 2026, the Reporting Person was granted a stock option for the purchase of 352,936 shares of common stock at an exercise price of $3.39, which shall vest in equal quarterly installments over the following four (4) years, subject to the Reporting Person's continuous service to the Issuer.
As a result of these transactions, the Reporting Person holds 1,366,400 shares of common stock and options for the purchase of 865,936 shares of common stock, of which 467,350 are exercisable within sixty (60) days. | |
| Item 4. | Purpose of Transaction |
The securities held by the Reporting Person were acquired in connection with the transactions described in Item 3 above.
The Reporting Person has made no plans or proposals which would be related to or would result in any of the events or matters described in part (a) through (j) of Item 4 above. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The Reporting Person beneficially owns 1,833,750 shares of common stock, which includes 1,366,400 shares of common stock and 467,350 shares of common stock that the Reporting Person has the right to acquire within sixty (60) days through the exercise of vested stock options. Such 1,833,750 shares represent 16.8% of the Issuer's outstanding common stock, based on 10,442,438 shares of common stock of the Issuer outstanding as of March 3, 2026. |
| (b) | See Rows 7-10 of the cover page. |
| (c) | See Item 3 above. |
| (d) | Not applicable. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
None. | |
| Item 7. | Material to be Filed as Exhibits. |
None. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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