Lakewood-Amedex Biotherapeutics sets vote on share increase to 100,000,000 and reverse split

The meeting and its proposals

Lakewood-Amedex Biotherapeutics Inc. (Nasdaq: LABT), a Nevada corporation, filed a definitive proxy statement on August 10, 2026 for its annual meeting. The meeting is virtual and set for September 22, 2026 at 10:00 a.m. Eastern Time. The board fixed the close of business on July 30, 2026 as the record date, and 2,369,688 shares of common stock were outstanding and entitled to vote on that date.

The meeting covers five proposals: the election of four directors, an increase in authorized common stock, authority for reverse stock splits, a larger equity incentive plan and the ratification of the auditor. The board unanimously recommends a vote for the director nominees and for the share increase. Stockholders are also asked to ratify CBIZ CPAs P.C. as the independent auditor for the fiscal year ending December 31, 2026.

Authorized shares and dilution

Proposal 2 would raise authorized common stock from 12,500,000 shares to 100,000,000 shares, at a par value of $0.0001. The proxy says the board did not propose the increase to discourage takeovers, and that it has no present intention to use the extra shares for anti-takeover purposes. It also lists what the shares could be used for: raising capital to fund operations and to continue as a going concern, forming strategic relationships, providing equity incentives and funding acquisitions.

The proxy is also candid about the cost. Shares that the board could issue would dilute any stockholder's percentage ownership and could raise the cost of acquiring control of the board. Against 2,369,688 shares outstanding at the record date, an authorization of 100,000,000 is a very large cushion. Proposal 4 would also raise the shares issuable under the 2020 Equity Incentive Plan to 400,000 shares.

Reverse split authority and the Nasdaq test

Proposal 3 would let the board, without further stockholder action, file amendments for one or more reverse stock splits at a ratio it sets, not exceeding a cumulative ratio of one-for-twenty (1:20). The authority would end no later than September 22, 2027. The board may choose a time, or no split at all, and it reserves the right not to implement one.

The proxy sets out the Nasdaq test. The closing bid price must not fall below $1.00 for 30 consecutive business days under Nasdaq Listing Rule 5550(a)(2). If the stock trades at or above $1.00 for at least ten consecutive business days without a split, the board will not implement one. If the company fails the test and is delisted, the proxy says the shares could move to the OTC QX, OTC QB or the pink sheets, which it calls less efficient markets, and an investor would find it less convenient to sell or to get accurate quotations.

The risk section is blunt about what a split may not do. It says the company cannot assure that a split will raise the stock price, that the post-split price may not attract brokers and investors who avoid low-priced stocks, and that the price may fall for reasons unrelated to the split.

Directors, notes and the Series C

Four directors stand for election for one-year terms: Kelvin Cooper, Ph.D., age 71, who is chief executive officer and a director since 2025 and is not marked independent; Doug Manion, M.D., FRCP (C), age 65, a director since 2021; Leonard J. DeRoma, age 73, a director since 2017; and Joseph Tucker, Ph.D., age 57, a director since 2026. The proxy marks Doug Manion, Leonard J. DeRoma and Joseph Tucker as independent.

The proxy also describes the company's bridge financing. It issued notes to provide short-term working capital and to extend its cash runway through the closing of a $7.5 million financing involving Series C Convertible Preferred Stock, which closed in April 2026. The notes bore interest at 12% a year, and principal and accrued interest were due on the earlier of five days after that closing or June 30, 2026.

The proxy says that convertible notes totaling $1.5 million of principal after an amendment were converted into common stock at $8.00 per share in connection with the company's listing on Nasdaq Capital Market on April 23, 2026, and that no amounts remain outstanding under them.

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