Lakewood-Amedex redeems $1.27M in preferred shares
The redemption leaves no preferred stock outstanding and no additional common shares issuable upon conversion of the Series C shares.
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Rhea-AI Filing Summary
Lakewood-Amedex Biotherapeutics Inc. (LABT) redeemed all 127,097 outstanding shares of its Series C Convertible Preferred Stock for an aggregate redemption price of $1,270,970, equal to the $10.00 per-share face value. The company paid Shakawe Capital LLC, the holder of all outstanding Series C shares, in cash from available funds; the redemption closed on November 4, 2026, when the shares were cancelled and returned to treasury. The agreement, dated November 2, 2026, required full payment by the end of November 4 unless the parties agreed otherwise in writing. Until closing, Shakawe agreed not to convert, sell, transfer or otherwise dispose of the shares.
After closing, no Series C shares remained outstanding. The company’s announcement also states that no preferred stock or indebtedness for borrowed money remained outstanding and no additional common shares would be issuable upon conversion of the Series C shares. The CEO said the redemption removes financing restrictions associated with the instrument and potential further dilution from its conversion. The agreement includes customary representations and warranties, a mutual release of claims relating to the preferred stock and related transaction documents subject to exceptions, and company indemnification obligations in favor of Shakawe.
Filing Explained
The
8-K Event Classification
Key Figures
Key Terms
Series C Convertible Preferred Stock financial
redemption price financial
mutual release regulatory
indemnification obligations regulatory
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On November 4, 2026, Lakewood-Amedex Biotherapeutics Inc. (the “Company”) entered into a Share Redemption Agreement, dated as of November 2, 2026 (the “Redemption Agreement”) with Shakawe Capital LLC (the “Holder”), the holder of all of the outstanding shares of the Company’s Series C Convertible Preferred Stock, par value $0.0001 per share (the “Series C Preferred Stock”).
Under the Redemption Agreement, the Company agreed to redeem all 127,097 outstanding shares of Series C Preferred Stock for an aggregate redemption price of $1,270,970, equal to the face value of $10.00 per share, payable in cash from the Company’s available funds. From the date of the Redemption Agreement until closing, the Holder agreed not to convert, sell, transfer or otherwise dispose of any shares of Series C Preferred Stock. The Redemption Agreement provided that, unless the parties agreed otherwise in writing, it would be void if the Holder did not receive the redemption price in full by the end of the day on November 4, 2026.
The Redemption Agreement contains customary representations and warranties, a mutual release of claims relating to the Series C Preferred Stock and the related transaction documents, subject to certain exceptions, and indemnification obligations of the Company in favor of the Holder.
The redemption closed on November 4, 2026, upon payment of the redemption price in full and cancellation of the redeemed shares, in accordance with the Redemption Agreement. Following the redemption, the shares were returned to the treasury and no shares of Series C Preferred Stock remain outstanding.
The foregoing description of the Redemption Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Redemption Agreement, a copy of which the Company intends to file as an exhibit to its Annual Report on Form 10-K for the fiscal year ending December 31, 2026.
Item 7.01 Regulation FD Disclosure.
On November 5, 2026, the Company issued a press release announcing the completion of the redemption. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press release of Lakewood-Amedex Biotherapeutics Inc., dated November 5, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| LAKEWOOD-AMEDEX BIOTHERAPEUTICS INC. | ||
| Date: November 10, 2026 | By: | /s/ Kelvin Cooper |
| Name: | Kelvin Cooper | |
| Title: | Chief Executive Officer | |
2
Exhibit 99.1
Lakewood-Amedex Biotherapeutics Announces Completion of Series C Convertible Preferred Stock Redemption
SARASOTA, Fla., November 5, 2026 – Lakewood-Amedex Biotherapeutics Inc. (NASDAQ: LABT) (the “Company”), a clinical-stage biotechnology company advancing a novel class of potent, fast-acting, broad-spectrum antimicrobials for infectious diseases called the Bisphosphocin® class, today announced that it has completed the redemption of all remaining outstanding shares of its Series C Convertible Preferred Stock (the “Series C Preferred Stock”) pursuant to a redemption agreement, dated November 2, 2026, with Shakawe Capital LLC. Under the agreement, the Company redeemed 127,097 shares of Series C Preferred Stock for an aggregate cash redemption price of $1,270,970, which was funded from cash on hand.
Following completion of the transaction, no shares of Series C Preferred Stock remain outstanding, and no additional shares of the Company’s common stock will be issuable upon conversion of the Series C Preferred Stock. Following the redemption, the Company has no shares of preferred stock outstanding and no outstanding indebtedness for borrowed money. The redemption also eliminates all restrictions associated with the Series C Preferred Stock.
“Completing this redemption simplifies our capital structure and eliminates the potential for further dilution from conversion of the Series C Preferred Stock,” said Kelvin Cooper, Ph.D., Chief Executive Officer of Lakewood-Amedex Biotherapeutics. “It also removes the financing restrictions associated with that instrument, giving us greater financial flexibility as we continue to advance our development programs.”
About Lakewood-Amedex Biotherapeutics Inc.
Lakewood-Amedex Biotherapeutics Inc. (NASDAQ: LABT) is a clinical-stage biotechnology company developing a novel class of fast-acting, broad-spectrum antimicrobials – the Bisphosphocin® class - to treat infectious diseases and reduce the threat posed by antibiotic-resistant bacterial strains, including MRSA, VRE, and others. For more information, please visit https://lakewoodamedex.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the anticipated benefits of the redemption of the Series C Preferred Stock, including its effect on the Company’s capital structure, potential dilution and financial flexibility; the Company’s ability to obtain additional financing; and the Company’s clinical development plans, regulatory strategy, anticipated trial timing, potential regulatory submissions or approvals, and the potential benefits, safety, efficacy and commercial potential of its Bisphosphocin® platform and product candidates. These statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially, including risks that the anticipated benefits of the redemption may not be realized; the use of cash to fund the redemption may reduce the Company’s liquidity and cash runway; and the Company may be unable to obtain additional financing on acceptable terms or at all; clinical trials may not be initiated, completed or successful on expected timelines or at all; preclinical or clinical results may not be predictive of future results; product candidates may not demonstrate safety or efficacy or receive regulatory approval; and risks related to manufacturing, supply, financing and other matters described in the Company’s filings with the Securities and Exchange Commission, including under “Risk Factors” in its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. Forward-looking statements speak only as of the date of this press release, and the Company undertakes no obligation to update them except as required by law.
Contact
Investor Relations
Tiberend Strategic Advisors, Inc.
David Irish
(231) 632-0002
dirish@tiberend.com
Media Relations
Tiberend Strategic Advisors, Inc.
Casey McDonald
(646) 577-8520
cmcdonald@tiberend.com