LAKEWOOD-AMEDEX BIOTHERAPEUTICS INC.

 

4,512,400 Shares of Common Stock

 

This prospectus relates to the resale from time to time of up to 4,512,400 shares of common stock, par value $0.0001 per share, of Lakewood-Amedex Biotherapeutics Inc., or Common Stock, by a certain selling stockholder with whom we had entered into a securities purchase agreement and registration rights agreement pursuant to a private placement transaction that closed on April 21, 2026, including their pledgees, assignees, donees, transferees or their respective successors-in-interest, or the Selling Stockholder, which is the current maximum amount of shares of our Common Stock that may be issued upon conversion of our Series C Preferred Stock held by the Selling Stockholder. We previously filed a resale registration statement on Form S-1, which became effective on May 13, 2026 (File No. 333-295497) for 937,500 shares of our Common Stock (as adjusted for the Company’s one-for-ten (1:10) reverse stock split effective June 19, 2026), which was the maximum amount of Common Stock that could be issued upon conversion of our Series C Preferred Stock at the time of filing the resale registration statement. The Series C Preferred Stock is convertible into shares of Common Stock at a conversion price subject to a floor price of $1.00 per share. In connection with the Company’s one-for-ten (1:10) reverse stock split effective June 19, 2026, the floor price of $1.00 per share was not adjusted, which had the effect of increasing the maximum number of shares of Common Stock issuable upon conversion of the Series C Preferred Stock. At the floor price of $1.00 per share this required up to an additional 4,512,400 shares of common stock to be issued upon conversion of the Series C Preferred Stock held by the Selling Stockholder pursuant to the conversion terms. This prospectus relates to an additional 4,512,400 shares of Common Stock that may now be issued upon conversion of the Series C Preferred Stock currently held by the Selling Stockholder pursuant to the conversion terms of the Series C Preferred Stock.

 

We will not receive any proceeds from the sale of the shares of the Common Stock covered by this prospectus.