---
title: "Lakewood-Amedex files prospectus for Nasdaq direct listing of 4,689,177 shares"
url: "https://aibio.space/news/lakewood-amedex-files-prospectus-nasdaq-direct-listing-4-689-177/"
publisher: "aibio.space (Biotech Investor Relations News)"
date: "2026-04-23"
section: "Financings"
tickers: "NASDAQ:LABT"
source: "https://www.sec.gov/Archives/edgar/data/2079272/000121390026047113/ea0248668-15.htm"
summary: "The company will receive no proceeds from the resale. It also has agreements to sell 937,500 shares of Series C Preferred Stock for gross proceeds of $7,50"
---

By the aibio.space news desk.

Sources

- [Lakewood-Amedex Biotherapeutics Inc. 424B4 (2026-04-23)](https://www.sec.gov/Archives/edgar/data/2079272/000121390026047113/ea0248668-15.htm)

[LABT](https://aibio.space/companies/lakewood-amedex-biotherapeutics/)

2026-04-23

# Lakewood-Amedex files prospectus for Nasdaq direct listing of 4,689,177 shares

Tickers [LABT](https://aibio.space/companies/lakewood-amedex-biotherapeutics/)

The company will receive no proceeds from the resale. It also has agreements to sell 937,500 shares of Series C Preferred Stock for gross proceeds of $7,500,000, and its audited 2025 statements carry a going concern warning.

## Key facts

- **Company**: Lakewood-Amedex Biotherapeutics Inc. (NASDAQ: LABT)

- **News type**: Financings

- **Primary source**: [Lakewood-Amedex Biotherapeutics Inc. 424B4 (2026-04-23)](https://www.sec.gov/Archives/edgar/data/2079272/000121390026047113/ea0248668-15.htm)

*Stock prices on an electronic board. CC0, via rawpixel. The picture shows the field, not the companies named.*

## The direct listing

Lakewood-Amedex Biotherapeutics Inc. filed a final prospectus dated April 17, 2026, registering the resale of up to 4,689,177 shares of common stock by existing stockholders. The resale goes with a planned direct listing on the Nasdaq Capital Market under the symbol LABT. A direct listing starts public trading without a firm-commitment underwritten offering, and no public market for the stock exists yet.

The company will receive no proceeds from any sale by the stockholders, and they may or may not sell. If Nasdaq does not approve the listing application, the company will terminate the direct listing. The prospectus says the trading volume and price may be more volatile than they would be after an underwritten initial public offering.

On June 5, 2025, the company changed its name to Lakewood-Amedex Biotherapeutics Inc. and redomiciled as a Nevada corporation. On September 29, 2025, it filed an amendment to its articles effecting a reverse stock split.

## Advisers, placement agents and fees

RBW Capital Partners LLC is the company's financial advisor for the listing, under a February 10, 2025 agreement covering financial advisory, financial placement agency and investment banking services. RBW is expected to receive 272,219 shares as compensation, equal to 1.75% of the current fully diluted shares outstanding. Those advisory shares are not registered in this offering.

RBW must tell Nasdaq that the shares are ready to trade, and it decides whether to proceed at the Current Reference Price, based primarily on volume, timing and price.

RBW is also placement agent for the private sale of Series C Preferred Stock, with the securities offered through Dawson James Securities, Inc. The company will pay RBW a placement fee of 7.0% of the gross proceeds.

## The Series C preferred

The company has agreements with investors to sell 937,500 shares of Series C Preferred Stock for gross proceeds of $7,500,000, at $10.00 per share. Each share has a stated value of $10.00 and converts into common stock at the lower of $10.00 or 80% of the average closing sale price over the five consecutive trading days before conversion. The conversion price cannot fall below a floor of $1.00.

That structure means the conversion price moves with the share price once the stock trades below $10.00, so the number of common shares issued on conversion grows as the stock falls. The Series C shares and the underlying common stock are not registered under this prospectus, but the company agreed to file a resale registration statement for that common stock and the advisory shares within 10 days of the listing.

## Going concern and the cash position

The audited financial statements for the year ended December 31, 2025 include an explanatory paragraph from the independent registered public accounting firm expressing substantial doubt about the company's ability to continue as a going concern. As of December 31, 2025, the company had cash of approximately $0.2 million and a working capital deficit of approximately $2.1 million.

Management's plan includes raising capital beyond the proceeds of this offering. The prospectus says it cannot assure that such financing will be available on favorable terms, or at all.

The prospectus gives the net loss for 2025 as approximately $3.8 million, against approximately $4.8 million for 2024. Net cash used in operating activities was approximately $1.9 million in 2025, against approximately $5.7 million in 2024. The company attributes the decrease to a lower net loss and more favorable working capital changes.

## The lead compound and its stage

Lakewood-Amedex calls itself a biotechnology company focused on infectious diseases and antibiotic-resistant bacterial infections. Its lead compound, Nu-3, is a broad-spectrum Bisphosphocin antibacterial being developed as a topical treatment for mildly infected diabetic foot ulcers.

The company plans an initial Phase 2a safety and dose response study, followed by a placebo-controlled Phase 2b dose comparative study to identify the optimal dose for Phase 3 trials. The prospectus says the company has successfully completed its first exploratory human clinical trials of Nu-3, but the prospectus gives no results from them in its business summary. Both later studies are still planned, so the drug's path to Phase 3 runs through two stages that have not begun.

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## Companies in this story

LABT

Lakewood-Amedex Biotherapeutics Inc.

NASDAQ · United States

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Source page: https://aibio.space/news/lakewood-amedex-files-prospectus-nasdaq-direct-listing-4-689-177/. Facts in aibio.space stories are checked against company filings and releases; opinion is labelled. Cite as: aibio.space, "Lakewood-Amedex files prospectus for Nasdaq direct listing of 4,689,177 shares", 2026-04-23, https://aibio.space/news/lakewood-amedex-files-prospectus-nasdaq-direct-listing-4-689-177/
