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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) April 24, 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

  

Not Applicable

(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:

 

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 Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $0.0001 par value 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On April 24, 2026, the Board of Directors (the “Board”) of Lakewood-Amedex Biotherapeutics Inc. (the “Company”) appointed Dr. Joseph Tucker to fill a vacancy and serve as a member of the Board, effective April 24, 2026. He will serve until the Company’s 2027 annual meeting of stockholders and until his successor is duly elected and qualified, or until his earlier death, resignation, or removal.

 

Dr. Tucker, age 57, has served as Chief Executive Officer and Director of Enveric Biosciences Inc. (NASDAQ: ENVB) since September 2021, following Enveric’s acquisition of MagicMed Industries, where he served as Chief Executive Officer, President, and Director beginning in 2020. From 2016 to 2022, Dr. Tucker served as Chief Executive Officer, President, and Director of VirTech Bio, Inc., an early-stage biotechnology company. From 2014 to 2020, Dr. Tucker served as Executive Chairman, Chief Executive Officer, President, and Director of Willow Biosciences Inc. (TSX: WLLW) and its predecessor company, Epimeron Inc. From 2004 to 2007, Dr. Tucker served as Chief Executive Officer, President, and Director of Stem Cell Therapeutics Corp. (TSX: SSS), which he took public via initial public offering and which ultimately merged into Trillium Therapeutics Inc. (NASDAQ: TRIL), later acquired by Pfizer Inc. (NYSE: PFE). Dr. Tucker previously served as Vice President of Resverlogix (TSX: RVX) from 2003 to 2004 and Vice President of Neurostasis, Inc. from 2001 to 2003. Earlier in his career, Dr. Tucker served as a lead health care analyst at Lightyear Capital Inc. and Acumen Capital Partners Inc. from 2000 to 2001. Dr. Tucker holds a Ph.D. and B.Sc. from the University of Calgary and has earned the Certified Financial Planner (C.F.P.) designation from the Financial Planning Standards Council. He is a named inventor on 13 issued U.S. patents. The Company appointed Dr. Tucker to serve on our Board of Directors due to his extensive experience as a chief executive officer and director of public biotechnology companies, his track record of raising over $100 million in capital, and his expertise in executing strategic transactions including initial public offerings, mergers, and acquisitions.

 

Dr. Tucker will serve on the Finance, Audit Committee and Risk Committee, Compensation Committee and Corporate Governance and Nominating Committee of the Board.

 

In connection with Dr. Tucker’s appointment to the Board, the Company and Dr. Tucker entered into a board agreement, dated April 24, 2026 (the “Board Agreement”), which provides among other terms that Dr. Tucker will attend up to four, but no fewer than two, meetings of the Board per year and to be available for ad-hoc phone or email consultations throughout the year. The Company has agreed to reimburse Dr. Tucker for reasonable pre-approved travel and living expenses incurred in connection with Board meetings.  The Board Agreement continues indefinitely unless terminated by either party.

 

As compensation for his service, Dr. Tucker will receive $6,000 per quarter, payable in shares of the Company’s common stock. In addition, Dr. Tucker was granted 33,784 warrants pursuant to a warrant agreement with the Company (the “Warrant Agreement”) to purchase shares of the Company’s common stock at an exercise price of $10.00 per share, with a ten-year exercise term. The warrants vest in four equal tranches of 8,446 warrants each on October 24, 2026, April 24, 2027, October 24, 2027, and April 24, 2028. Upon termination of the Board Agreement by the Company, any unvested warrants will be cancelled. 

 

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The Agreement also contains customary provisions regarding confidentiality, work product ownership, and a twelve-month post-service non-solicitation covenant.

 

Dr. Tucker has no arrangements or understandings with any other person pursuant to which he was selected as a director, and no family relationship with any director or executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer. Dr. Tucker has had no direct or indirect material interest in any transaction or series of similar transactions contemplated by Item 404(a) of Regulation S-K.

 

The foregoing descriptions of the Warrant Agreement and Board Agreement do not purport to be complete and are qualified in their entirety by reference to and incorporates herein by reference the full text of the Board Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibits 10.1 and 10.2, respectively.

 

The foregoing descriptions of the Board Agreement and Warrant Agreement do not purport to be complete and are qualified in their entirety by reference to the copy of the Board Agreement and Warrant Agreement, which are filed herewith as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K, respectively.

 

The Company issued a press release on April 28, 2026, announcing the appointment of Dr. Tucker as a member of the Company’s Board, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.1

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit Number   Description
     
10.1   Board Agreement with Joseph Tucker
10.2   Warrant Agreement with Joseph Tucker
99.1   Press Release dated April 28, 2026
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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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 BIOTHERAPUTICS, inc.
  a Florida corporation
   
Dated: April 28, 2026 By: /s/ Kelvin Cooper
    Chief Executive Officer and Director

 

 

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Exhibit 10.1

 

LAKEWOOD-AMEDEX BIOTHERAPEUTICS INC.

 

Board of Directors Agreement

 

This Agreement is entered into between Lakewood-Amedex Biotherapeutics Inc., a Nevada corporation (“Company”), and the individual identified below and party hereto (“BOD Member”).

 

BOD Member Title: Member of the Board of Directors

 

Name: Joseph Tucker, Ph.D.

Address: 71 Kings Landing

City/State/ZIP: Norwell, MA 02061

Mobile Telephone: (508) 627-0485

Office Telephone:

Email: [email protected]

 

BOD Member Role

 

The BOD Member agrees to serve on the Board of Directors (BOD) of Lakewood-Amedex Biotherapeutics Inc. The BOD Member agrees to attend up to 4, but no less than 2 meetings of the BOD per year and to be available for ad-hoc phone or email consultations throughout the year. Company agrees to cover the reasonable costs of any required and pre-approved travel and living expenses for any BOD meetings that require travel. Furthermore, the BOD Member agrees to allow Company to use the BOD Member’s name in promotional materials, including press releases and the Company website identifying him as a member of the Lakewood-Amedex Board of Directors. This Agreement will continue indefinitely unless and until terminated by either the Company or BOD Member as described below.

 

Term of Agreement

 

This Agreement shall be effective as of the date it is executed by the Company and BOD Member. The BOD Member shall have the right, in his absolute discretion, to terminate this Agreement and resign from the BOD at any time in writing to the Company. At any time, the BOD Member may be removed as a member of the Board as provided in the Company’s Articles of Incorporation, as amended, bylaws, as amended, and applicable law. The Company shall have the right to terminate this Agreement if the BOD Member is not elected to a further term of service by the shareholders at the annual general meeting (AGM) or any other legitimate or special meetings of the Company’s shareholders or a majority of such shareholders including proxy votes. Upon termination of this Agreement by the Company, BOD Member shall be entitled to; (a) payment for services performed prior to the notice of such termination, and (b) if applicable, reimbursement under the terms of this Agreement for expenses incurred prior to the notice of such termination. BOD Member shall have no other right to payment of any other amounts resulting from termination of this Agreement by the Company. Any Warrants granted to BOD Member that have not vested as of the termination date shall be cancelled and any Warrants provided by any such Warrant Agreement between the Company and BOD Member shall be null and void. Notice shall be deemed to have been sufficiently given either when served by personal delivery or three business days after having been sent by first-class mail addressed to the parties at the addresses set forth in this Agreement. The Company shall not be liable for any services or expenses incurred after such notice of termination.

 

 

 

 

Terms of Payment

 

The Company shall pay the BOD Member the equivalent of six thousand dollars ($6,000) per quarter, effective as of the date of this Agreement, payable in Lakewood-Amedex Biotherapeutics Inc. Common Stock. The newly appointed BOD Member is awarded Thirty-Three Thousand Seven Hundred Eighty-Four (33,784) Warrants to purchase the Company’s Common Stock at an exercise price of ($10.00) per share. The Warrants have a ten (10) year exercise term. The Warrants will vest as follows:

 

8,446 warrants vest on October 24, 2026 and the second

8,446 warrants vest on April 24, 2027 and the third

8,446 warrants vest on October 24, 2027 and the fourth

8,446 warrants vest on April 24, 2028.

 

BOD Member Status

 

The BOD Member expressly represents, warrants to and agrees with the Company that (1) neither BOD Member nor any of his employees or agents shall be construed to be an employee of the Company and BOD Member’s status shall be that of a non-executive BOD Member for which he is solely responsible for his actions and inactions and those of his employees and agents; (2) BOD Member shall act solely as a non-executive BOD Member, not as an employee or agent of the Company; (3) the BOD Member is not authorized to enter into contracts or agreements on behalf of the Company or to otherwise create obligations of the Company to third parties; (4) BOD Member shall exercise his judgment free of any direction or control by the Company; and (5) BOD Member, his employees and agents shall have no right to any employee benefits from the Company.

 

Notice to BOD Member About His Tax Duties and Liabilities and Federal, State, and Local Payroll Taxes

 

Since BOD Member is a non-executive BOD Member, the Company will not withhold or pay any income or social security taxes in connection with the compensation it pays to BOD Member, and BOD Member shall be solely responsible for and agrees to pay all federal, state, and local taxes, social security (FICA), self-employment and individual social security taxes, and unemployment and worker’s compensation insurance, fees, and taxes, and to comply with all reporting, payment, and withholding obligations arising from the payment of that compensation. The Company has a current Directors and Officers insurance policy.

 

Responsibility for Workers’ Compensation

 

No workers’ compensation insurance shall be obtained by the Company covering the BOD Member or employees or agents of the BOD Member. The BOD Member shall comply with all applicable workers’ compensation law concerning the BOD Member and his employees and agents.

 

Confidentiality

 

Access to Information. BOD Member acknowledges that during the term of this Agreement he may have access to Confidential Information. “Confidential Information” means any information pertaining to the Company’s existing or proposed business or products, other than information that BOD Member can show is or has become publicly known, other than as a result of disclosure in violation of this Agreement. Confidential Information, without limitation, includes business plans and information regarding the Company and its customers, consultants, financiers and advisors; financial information regarding the Company and its customers; customer and prospective customer identity and information; pricing information; information regarding the Company’s employees; information regarding or arising from the Company’s recruiting plans and efforts; information regarding the Company’s marketing plans, contacts and efforts; information relating to vendors and suppliers; computer software owned by the Company; information concerning the development of proprietary products and services; techniques and methodologies; forms, checklists, instructions, manuals, work product, and other documents.

 

Nondisclosure and Nonuse. BOD Member shall not disclose to others any Confidential Information, except to the extent specifically authorized by the Company, or use the Confidential Information for any purpose other than the performance of BOD Member’s duties hereunder. BOD Member shall take reasonable precautions to avoid inadvertent disclosure of Confidential Information. BOD Member may disclose Information to its consultants and advisors who need to know Information in connection with the performance of the obligations of BOD Member under this Agreement and who agree to be bound by the restrictions imposed on BOD Member by this Agreement. A breach of this Agreement by a BOD Member consultant or agent shall be deemed a breach by BOD Member.

 

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Disclosure Required by Law. If BOD Member is requested or required under authority of law to disclose any Confidential Information, BOD Member shall provide the Company with prompt written notice of the request or requirement so that the Company may seek a protective order or other appropriate remedy or may waive the provisions of this paragraph. Unless the Company waives the provisions of this section, BOD Member may respond to any such request or requirement only by disclosing that portion of Confidential Information that, in the written opinion of counsel acceptable to the Company, BOD Member is legally required to disclose. BOD Member shall use its best efforts to limit the dissemination of any Confidential Information that is legally required to be disclosed (for example, by obtaining appropriate assurances that the governmental authority requiring disclosure will itself treat the information as confidential).

 

Return. All Confidential Information and materials containing Confidential Information furnished to BOD Member shall remain the property of the Company. If the Company requests the return thereof, BOD Member shall promptly return to the Company all materials furnished by the Company containing Confidential Information and shall destroy or deliver to the Company any other materials containing Confidential Information, including documents BOD Member has prepared that contain or are based upon Confidential Information. Upon request, BOD Member will certify in writing the extent to which he has complied with this section.

 

Duration. The obligations set forth in this Paragraph shall continue beyond the term and any termination of this Agreement for so long as BOD Member possesses Confidential Information.

 

Work Product

 

BOD Member agrees that all work and advice by BOD Member for the Company, during or within the scope of BOD Member’s engagement by the Company shall be owned by the Company.

 

Non-Solicitation

 

During the course of his BOD service, and for the period ending twelve (12) months after the end of his BOD service (the “Restricted Period”), without the prior written consent of the Company, the BOD Member shall not either individually or on behalf of or through any other person, business, enterprise or entity, directly or indirectly, (a) solicit, divert or encourage any of the employees, BOD members, agents, consultants, representatives, collaborators or customers of the Company to change or terminate his, her or its relationship with the Company, or hire or retain any such employee, BOD member, consultant or representative so solicited or encouraged; and (b) solicit or encourage any of the employees, BOD members, agents, consultants or representatives of the Company to become employees, agents, representatives or consultants of another business, enterprise or entity.

 

Miscellaneous

 

Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties and their heirs, personal representatives, successors, and, to the extent permitted hereby, assigns. This Agreement and the rights of the Company hereunder shall be freely assignable by the Company to a parent, subsidiary, or affiliated entity. BOD Member may not assign any rights or delegate any duties under this Agreement without the prior written consent of the Company.

 

Survival. Upon termination of this Agreement, the provisions as to “BOD Member Status,” “Notice to BOD Member About His Tax Duties and Liabilities and Federal, State, and Local Payroll Taxes,” “Responsibility for Workers’ Compensation,” “Confidentiality,” “Work Product,” “Non-solicitation,” and “Miscellaneous” shall survive, to the extent applicable.

 

Attorney Fees. If any suit or action is filed by any party to enforce this Agreement or otherwise with respect to the subject matter of this Agreement, the prevailing party shall be entitled to recover reasonable attorney fees and legal expenses incurred in preparation or in prosecution or defense of such suit or action as fixed by the trial court, and if any appeal is taken from the decision of the trial court, reasonable attorney fees as fixed by the appellate court.

 

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Entire Agreement. This Agreement, including the schedules or exhibits, if any, hereto, sets forth the entire understanding of the parties with respect to the subject matter of this Agreement and supersedes any and all prior understandings and agreements, whether written or oral, between the parties with respect to such subject matter, provided, however, that if the Company and the BOD Member entered into a non-disclosure agreement prior to the execution of this agreement, that agreement shall remain in effect; in the event of a conflict between the terms of this Agreement and a prior non-disclosure agreement, the terms of this Agreement shall prevail. This Agreement may be amended only by an instrument in writing executed by both parties, provided that work orders or estimates shall not be deemed to amend the terms of this Agreement. A provision of this Agreement may be waived only by a written instrument executed by the party waiving compliance. No waiver of any provision of this Agreement shall constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. Failure to enforce any provision of this Agreement shall not operate as a waiver of such provision or any other provision.

 

Use of Materials. BOD Member represents and warrants that in performing this Agreement, he will not use materials protected by copyright, trademark or other laws without all necessary approvals. BOD Member will indemnify, defend and hold the Company harmless from all claims, actions, liability and expenses arising due to any breach of the foregoing representation and warranty.

 

Severability. If in any judicial proceeding or arbitration a court or arbitrator shall refuse to enforce fully all of the provisions of this Agreement, any unenforceable provision shall be deemed limited in scope for the purpose of such proceeding as is necessary to permit the remainder of those provisions and of this Agreement to be enforced.

 

Notices. Notices under this Agreement shall be in writing and shall be deemed given when delivered in person or by electronic mail (unless a notice of non-delivery is received), one business day after being sent by overnight courier, or four business days after being mailed by registered or certified mail, in each case to the appropriate address herein. Either party may change its address for notices by giving notice of the change to the other party.

 

Governing Law. All disputes in any way relating to, arising under, connected with or incident to this Agreement, if litigated at all, shall be litigated solely and exclusively in the State of Florida, and, if necessary, their respective corresponding appellate courts. Each party shall forebear from filing a claim in any other county or jurisdiction and expressly submits itself to the personal jurisdiction of the State of Florida. The performance and construction of this Agreement shall be governed by the substantive laws of the State of Nevada without regard to conflict of law provisions.

 

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BOD MEMBER  
     
By /s/ Joseph Tucker      
  Joseph Tucker, Ph.D.  
Title Member of the Board of Directors  
Date April 24, 2026  
     
LAKEWOOD-AMEDEX BIOTHERAPEUTICS INC.
     
By /s/ Kelvin Cooper  
  Kelvin Cooper  
Title: Chief Executive Officer  
Date: April 24, 2026  
     
Address for Notices to Company:
ATTN: Chief Executive Officer
Lakewood-Amedex Biotherapeutics Inc.
8031 Cooper Creek Blvd., University Park, Florida 34201

 

 

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Exhibit 10.2

 

NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW AND NEITHER MAY BE SOLD OR OTHERWISE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) THE COMPANY SHALL HAVE RECEIVED A WRITTEN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER.

 

LAKEWOOD-AMEDEX BIOTHERAPEUTICS INC.

 

WARRANT

 

Original Issue Date: April 24, 2026

 

THIS CERTIFIES THAT, FOR VALUE RECEIVED, Joseph Tucker, Ph.D. or his registered assigns (“Holder”) is entitled to purchase, on the terms and conditions hereinafter set forth, at any time or from time to time from the date hereof until 5:00 p.m., Eastern Time, on the 10th anniversary of the Original Issue Date set forth above, or if such date is not a day on which the Company (as hereinafter defined) is open for business, then the next succeeding day on which the Company is open for business (such date is the “Expiration Date”), but not thereafter, to purchase an amount of shares of the Common Stock, par value $0.0001 (the “Common Stock”), of Lakewood-Amedex Biotherapeutics Inc., a Nevada corporation (the “Company”), equal to Thirty-Three Thousand Seven Hundred Eighty-Four (33,784) shares of Common Stock of the Company at the time (and after giving effect to) the exercise of the Warrant for an aggregate price equal to ten dollars ($10.00) per share (the “Exercise Price”) for all of the Warrant Shares as defined below. Each share of Common Stock as to which this Warrant is exercisable is a “Warrant Share” and all such shares are collectively referred to as the “Warrant Shares.”

 

Section 1. Exercise of Warrant; Conversion of Warrant.

 

(a) This Warrant may, at the option of Holder, be exercised in whole or in part (but not less than 10,000 shares per exercise) from time to time by delivery to the Company at its principal office, Attention: Secretary, on or before 5:00 p.m., Eastern Time, on the Expiration Date, (i) a written notice of such Holder’s election to exercise this Warrant (the “Exercise Notice”), which notice may be in the form of the Notice of Exercise attached hereto, properly executed and completed by Holder or an authorized officer thereof, (ii) a wire transfer or check payable to the order of the Company, in an amount equal to the Exercise Price or Three Hundred Thirty-Seven Thousand Eight Hundred Forty ($ 337,840) and (iii) this Warrant (the items specified in (i), (ii), and (iii) are collectively the “Exercise Materials”). If the Warrant is exercised in part, then the Exercise Price shall be reduced on a pro forma basis.

 

 

 

 

(b) As promptly as practicable, and in any event within two (2) business days after its receipt of the Exercise Materials, Company shall execute or cause to be executed and delivered to Holder a certificate or certificates representing the number of Warrant Shares specified in the Exercise Notice and if this Warrant is partially exercised, a new warrant certificate on the same terms for the unexercised balance of the Warrant Shares. The stock certificate or certificates shall be registered in the name of the Holder. The date on which the Warrant shall be deemed to have been exercised (the “Effective Date”), and the date the Holder’s name on any certificate evidencing the Common Stock issued upon the exercise hereof shall be deemed to have become the holder of record of such shares, shall be the date the Company receives the Exercise Materials, irrespective of the date of delivery of a certificate or certificates evidencing the Common Stock issued upon the exercise or conversion hereof, provided, however, that if the Exercise Materials are received by the Company on a date on which the stock transfer books of the Company are closed, the Effective Date shall be the next succeeding date on which the stock transfer books are open. All shares of Common Stock issued upon the exercise or conversion of this Warrant will, upon issuance, be fully paid and nonassessable and free from all taxes, liens, and charges with respect thereto.

 

Section 2. No Stockholder Rights or Liabilities.

 

This Warrant shall not entitle the Holder thereof to any voting rights, other rights, or liabilities as a Stockholder of the Company.

 

Section 3. Transfer of Securities.

 

(a) This Warrant and the Warrant Shares and any shares of capital stock received in respect thereof, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon, or otherwise, shall only be transferable upon compliance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”) and applicable state securities laws with respect to the transfer of such securities.

 

(b) Each certificate for the Warrant Shares and any shares of capital stock received in respect thereof, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon or otherwise, and each certificate for any such securities issued to subsequent transferees of any such certificate shall (unless otherwise permitted by the provisions hereof) be stamped or otherwise imprinted with a legend in substantially the following form:

 

“NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW AND NEITHER MAY BE SOLD OR OTHERWISE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) THE COMPANY SHALL HAVE RECEIVED A WRITTEN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER.”

 

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Section 4. Adjustment

 

If the Company at any time on or after the Original Issue Date subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision will be proportionately reduced and the number of Warrant Shares will be proportionately increased. If the Company at any time on or after the Original Issue Date combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the Exercise Price in effect immediately prior to such combination will be proportionately increased and the number of Warrant Shares will be proportionately decreased. Any adjustment under this Section 4 shall become effective at the close of business on the date the subdivision or combination becomes effective.

 

Section 5. Miscellaneous.

 

(a) The terms of this Warrant shall be binding upon and shall inure to the benefit of any successors or permitted assigns of the Company and Holder.

 

(b) Except as otherwise provided herein, this Warrant and all rights hereunder are transferable by the registered holder hereof in person or by duly authorized attorney on the books of the Company, only upon the written consent of the Company, which consent shall not be unreasonably withheld, upon surrender of this Warrant, properly endorsed, to the Company. The Company may deem and treat the registered holder of this Warrant at any time as the absolute owner hereof for all purposes and shall not be affected by any notice to the contrary.

 

(c) This Warrant may be divided into separate warrants covering not less than 10,000 shares of Common Stock or any whole multiple thereof, for the total number of shares of Common Stock then subject to this Warrant at any time, or from time to time, upon the request of the registered holder of this Warrant and the surrender of the same to the Company for such purpose. Such subdivided Warrants shall be issued promptly by the Company following any such request and shall be of the same form and tenor as this Warrant, except for any requested change in the name of the registered holder stated herein.

 

(d) Any notices, consents, waivers, or other communications required or permitted to be given under the terms of this Warrant must be in writing and will be deemed to have been delivered (a) upon receipt, when delivered personally, (b) upon receipt, when sent by facsimile, provided a copy is mailed by U.S. certified mail, return receipt requested, (c) three (3) days after being sent by U.S. certified mail, return receipt requested, or (d) one (1) day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same.

 

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If to Holder, to the registered address of Holder appearing on the books of the Company, or, in the case of the Company, at the principal offices of the Company. Each party shall provide five (5) days prior written notice to the other party of any change in address, which change shall not be effective until actual receipt thereof.

 

(e) All questions concerning the construction, validity, enforcement, and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of Florida, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the validity, interpretations, and enforcement of this Warrant (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees, or agents) shall be commenced exclusively in the state and federal courts sitting in the City of Tampa, Florida. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of Tampa, Florida for the adjudication of any dispute hereunder (including with respect to the enforcement of this Warrant), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect pursuant to paragraph (e) above and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The parties hereby waive all rights to a trial by jury. If either party shall commence an action or proceeding to enforce any provisions of this Warrant, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

 

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SIGNATURE PAGE

TO

COMPANY

WARRANT

 

IN WITNESS WHEREOF, the Company, has caused this Warrant to be executed in its name by its duly authorized officers under seal, and to be dated as of the date first written above.

 

  LAKEWOOD-AMEDEX BIOTHERAPEUTICS INC.
   
  By: /s/ Kelvin Cooper                          
  Name:  Kelvin Cooper
  Title: CEO

 

 

 

 

ASSIGNMENT

 

(To be Executed by the Registered Holder to affect a Transfer of the foregoing Warrant)

 

FOR VALUE RECEIVED, the undersigned hereby sells, and assigns and transfers unto

___________________________________________________________________________ the foregoing Warrant and the rights represented thereto to purchase shares of Common Stock of _____________________________ in accordance with terms and conditions thereof and does hereby irrevocably constitute and appoint the Company’s Attorney to transfer the said Warrant on the books of the Company, with full power of substitution.

 

Holder:                            
     
Address:    
     
     
   
Dated: __________________, 20__  

 

Approved by:  
   
Lakewood-Amedex Biotherapeutics Inc.  
   
By:    
     
Name:     
     
Title:    
     
Date:                                      

 

 

 

 

EXERCISE OR CONVERSION NOTICE

 

[To be signed only upon exercise of Warrant]

 

To: _________________________

 

The undersigned Holder of the attached Warrant hereby irrevocably elects to exercise the Warrant for, and to purchase thereunder, _____ shares of Common Stock of ________________ issuable upon exercise of said Warrant and hereby surrenders said Warrant.

 

The undersigned herewith requests that the certificates for such shares be issued in the name of, and delivered to the undersigned, whose address is ___________________________.

 

If electronic book entry transfer, complete the following:

 

Account Number: ___________________________  
   
Transaction Code Number: ____________________  
   
Dated:  
   
   
Holder:                                                                        
   
By:    
   
Name:    
   
Title:    

 

NOTICE

 

The signature above must correspond to the name as written upon the face of the within Warrant in every particular, without alteration or enlargement or any change whatsoever.

 

 

 

 

Exhibit 99.1

 

 

Lakewood-Amedex Biotherapeutics Appoints Joseph Tucker, Ph.D., to Board of Directors

 

Appointment strengthens Board with seasoned public company biotech executive following recent Nasdaq direct listing

 

SARASOTA, Fla., April 28, 2026 – Lakewood-Amedex Biotherapeutics Inc., (NASDAQ: LABT), 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 the appointment of Joseph Tucker, Ph.D., Chief Executive Officer of Enveric Biosciences (Nasdaq: ENVB), to its Board of Directors. Dr. Tucker’s appointment follows Lakewood-Amedex Biotherapeutics’ recent direct listing on Nasdaq and represents a key step in strengthening the Company’s governance and strategic capabilities as it advances its growth strategy.

 

Dr. Tucker is a veteran biotechnology executive with more than two decades of leadership experience spanning public and private companies and discovery to late-stage drug development. He currently serves as Chief Executive Officer and Director of Enveric Biosciences, a biotechnology company focused on advancing a pipeline of next-generation neuroplastogenic small-molecule therapeutics designed to address neuropsychiatric and neurological disorders.

 

“Joe brings a rare combination of public company leadership, capital markets expertise, and deep drug development experience,” said Kelvin Cooper, Ph.D., Chief Executive Officer of Lakewood-Amedex Biotherapeutics. “His track record of building and advancing biotechnology companies, coupled with his experience navigating the public markets, makes him an ideal addition to our Board at this pivotal time. Following our recent Nasdaq direct listing, we are focused on accelerating our growth strategy, and Joe’s insights will be invaluable as we advance Nu-3 and expand our pipeline.”

 

Since assuming leadership of Enveric, Dr. Tucker has led multiple strategic financings and pipeline-building initiatives, including the advancement of its lead program, EB-003, towards an anticipated first-in-human clinical trial. Prior to Enveric, Dr. Tucker held Chief Executive Officer, Executive Chairman, and Director roles at several biotechnology companies, including Willow Biosciences and Stem Cell Therapeutics, where he led companies through public listings, mergers and acquisitions, and advanced clinical programs across multiple therapeutic areas. Over the course of his career, he has raised more than $100 million in capital, secured significant non-dilutive funding, and executed numerous partnerships and licensing transactions.

 

Dr. Tucker commented: “I am excited to join the Board of Lakewood-Amedex Biotherapeutics at such an important moment in the Company’s evolution. The recent Nasdaq listing positions the Company for its next phase of growth, and I am particularly encouraged by the potential of Nu-3 to address the urgent global challenge of antibiotic resistance. The opportunity to develop a novel therapy for infected diabetic foot ulcers, where there remains significant unmet medical need, is compelling, and I look forward to working with the team to help realize the full potential of the platform.”

 

 

 

 

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.

 

About Nu-3

 

Nu-3 is Lakewood-Amedex Biotherapeutics Inc.’s lead product being developed for the topical treatment of mildly infected diabetic foot ulcers (iDFU). Nu-3 belongs to a novel class of antimicrobials being developed by Lakewood-Amedex Biotherapeutics Inc. called the Bisphosphocin® class, which possess a unique mechanism of action that enables rapid elimination of a broad spectrum of bacteria, including resistant pathogens and biofilms. Data from initial exploratory clinical trials with Nu-3 using subclinical doses did not reveal any safety signals and showed a trend of positive antimicrobial response and improved wound healing. Based on these results, the company plans to conduct an initial Phase 2a safety and dose response study of Nu-3 followed by a placebo-controlled Phase 2b dose comparative study. This study is also designed to determine the most appropriate administration regimen for Nu-3 gel formation in mildly infected diabetic foot ulcers.

 

Forward-Looking Statements

 

This press release may contain forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Generally, the words “believe,” “expect,” “intsend,” “estimate,” “anticipate,” “project,” “will” and similar expressions identify forward-looking statements, which generally are not historical in nature. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future are forward-looking statements. Management believes that these forward-looking statements are reasonable as and when made. However, caution should be taken not to place undue reliance on any such forward-looking statements because such statements speak only as of the date when made. Our Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. In addition, forward-looking statements are subject to certain risks and uncertainties that could cause our Company’s actual results to differ materially from historical experience and our present expectations or projections.

 

Relying on such statements involves risk, uncertainty and assumptions. These statements are based on the current estimates and assumptions of the management of Lakewood-Amedex Biotherapeutics Inc. as of the date of this press release and are subject to uncertainty and changes. All statements obtained in this press release are made only as of the date of this press release and Lakewood-Amedex Biotherapeutics Inc. does not undertake any obligation to publicly update any forward-looking statements.

 

Contact

 

Investor Relations 

Tiberend Strategic Advisors, Inc.

David Irish 

(231) 632-0002 

[email protected]

 

Media Relations 

Tiberend Strategic Advisors, Inc.

Casey McDonald

(646) 577-8520

[email protected]