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2026-09-22
2026-09-22
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): September
22, 2026
Lakewood-Amedex
Biotherapeutics Inc.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-43239 |
|
20-5274304 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
8031
Cooper Creek Blvd.,
Unit
103
University
Park, Florida
|
|
34201 |
| (Address of principal executive
offices) |
|
(Zip Code) |
Registrant’s
telephone number, including area code: (941)
225-2515
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Rule 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of exchange on which registered |
| Common
Stock, par value $0.0001 per share |
|
LABT |
|
The Nasdaq
Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.07. Submission of Matters to a Vote
of Security Holders.
On September 22, 2026, Lakewood-Amedex Biotherapeutics
Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). As of the record date
of July 30, 2026, there were 2,369,688 shares of Common Stock outstanding and entitled to vote. The following is a brief description of
each matter voted upon at the Annual Meeting and the voting results.
Proposal 1 - Election of Directors
The Company’s stockholders elected each of the following nominees
to serve as a director until the Company’s 2027 annual meeting of stockholders and until their respective successors are duly elected
and qualified:
| Nominee |
|
For |
|
Against |
|
Withhold |
|
Broker non-vote |
| Kelvin Cooper, Ph.D. |
|
974,809 |
|
0 |
|
294,767 |
|
44,473 |
| Doug Manion, M.D., FRCP (C) |
|
976,025 |
|
0 |
|
293,551 |
|
44,473 |
| Leonard J. DeRoma |
|
938,954 |
|
0 |
|
330,622 |
|
44,473 |
| Joseph Tucker, Ph.D. |
|
975,720 |
|
0 |
|
293,856 |
|
44,473 |
Proposal 2 - Amendment to Articles of Incorporation to Increase
Authorized Shares
The Company's stockholders approved the amendment to the Company's
articles of incorporation, as amended, to increase the number of authorized shares of common stock from 12,500,000 to 100,000,000. There
were 44,473 broker non-votes on this proposal.
|
For |
|
Against |
|
Abstain |
| 927,022 |
|
341,843 |
|
711 |
Proposal 3 - Authority to Effect a Reverse Stock Split
The Company’s stockholders approved the proposal to authorize
the Board of Directors, in its sole and absolute discretion, to file a certificate of amendment to the Company’s articles of incorporation
to effect one or more reverse stock splits of the Company’s outstanding common stock at a cumulative ratio not to exceed one-for-twenty
(1:20). There were 44,473 broker non-votes on this proposal.
| For |
|
Against |
|
Abstain |
| 922,614 |
|
333,546 |
|
13,416 |
Proposal 4 - Amendment to the 2020 Equity Incentive Plan
The Company's stockholders approved the amendment to the Company's
2020 Equity Incentive Plan, as amended, to increase the number of shares of Common Stock issuable thereunder to 400,000 shares. There
were 44,473 broker non-votes on this proposal.
| For |
|
Against |
|
Abstain |
| 951,373 |
|
317,012 |
|
1,191 |
Proposal 5 - Ratification of Independent Registered Public Accounting
Firm
The Company's stockholders ratified the appointment of CBIZ CPAs P.C.
as the Company's independent registered public accounting firm. There were no broker non-votes on this proposal.
| For |
|
Against |
|
Abstain |
| 1,041,961 |
|
33,322 |
|
238,766 |
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: September 28, 2026 |
By: |
/s/ Kelvin Cooper |
| |
|
Kelvin Cooper |
| |
|
Chief Executive Officer |