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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):
June 15, 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 3.03. Material Modification to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K,
the information contained in Item 5.03 of this report is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
On June 15, 2026, Lakewood-Amedex Biotherapeutics
Inc (the “Company”) filed a Certificate of Change (the “Certificate of Change”) with the Secretary of State of
the State of Nevada to effectuate a 1-for-10 reverse stock split (the “Reverse Stock Split”) of the Company’s issued
and outstanding and authorized shares of common stock, par value $0.0001 per share (“Common Stock”). The Reverse Stock Split
will become effective at 4:01 p.m., Eastern Time, on June 19, 2026, and the Company’s Common Stock will begin trading on a split-adjusted
basis when the Nasdaq Stock Market (“Nasdaq”) opens on June 22, 2026. The Reverse Stock Split was unanimously approved by
the Company’s Board of Directors on June 1, 2026.
As a result of the Reverse Stock Split, every
ten (10) shares of the Company’s issued and outstanding Common Stock will be exchanged for one (1) share of Company’s Common
Stock with any fractional shares being rounded up to the next higher whole share. Once effective, the Reverse Stock Split will reduce
the current number of issued and outstanding shares of Common Stock from approximately 17,506,577 million to approximately 1,750,789 million.
Equitable adjustments will be made to the number of shares of the Company’s Common Stock issuable upon exercise or conversion of
the Company’s equity awards, preferred stock and warrants and the number of shares issuable under the Company’s equity incentive
plans, as well as the applicable conversion prices and exercise prices for such equity awards, preferred stock and warrants, in accordance
with their terms. In addition, concurrent with the Reverse Stock Split, a proportionate reduction will be made to the Company’s
authorized shares of Common Stock such that the Company shall have 12,500,000 shares of authorized Common Stock after the effective time
of the Reverse Stock Split.
The Company’s Common Stock will continue
to trade on The Nasdaq Capital Market under the existing symbol “LABT”, but the security has been assigned a new CUSIP number
(51255A201).
The foregoing description of the Certificate of
Change does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Change which
is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
Number |
|
Description |
| 3.1 |
|
Certificate of Change |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: June 17, 2026 |
By: |
/s/ Kelvin Cooper |
| |
|
Kelvin Cooper |
| |
|
Chief Executive Officer |
