Lakewood-Amedex Biotherapeutics Inc.

S-11 ea0286535-s1_lakewood.htm REGISTRATION STATEMENT

As filed with the U.S. Securities and Exchange Commission on May 1, 2026.

Registration No.

**UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

**FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

**Lakewood-Amedex Biotherapeutics Inc.

**(Exact Name of Registrant as Specified in its Charter)

**8031 Cooper Creek Blvd., Unit 103

University Park, Florida 34201

Telephone: (941) 225-2515

**(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

**Kelvin Cooper

8031 Cooper Creek Blvd., Unit 103

University Park, Florida 34201

Telephone: (941) 225-2515

**(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

**Joseph M. Lucosky, Esq.

Lucosky Brookman LLP

101 Wood Avenue South, 5 th Floor

Woodbridge, NJ 08830

Tel. No.: (732) 395-4400

Fax No.: (732) 395-4401

**Approximate date of commencement of proposed sale to the public:**As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. Neither we nor the Selling Stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATEDMay 1, 2026

PROSPECTUS

**9,647,726 Shares of

Common Stock

This prospectus relates to the resale from time to time of up to (i) 9,375,000 shares of common stock, par value $0.0001 per share, of Lakewood-Amedex Biotherapeutics Inc., or Common Stock, by a certain selling stockholder with whom we have entered into a securities purchase agreement and registration rights agreement pursuant to a private placement in January 2026, including their pledgees, assignees, donees, transferees or their respective successors-in-interest, or the Investor Selling Stockholder, which is the maximum amount of shares of our Common Stock that may be issued upon conversion of our Series C Preferred Stock held by the Investor Selling Stockholder and (ii) 272,726 shares of our Common Stock held by RBW Capital Partners LLC, or RBW, which were issued to RBW by the company in April 2026 as partial consideration for RBW’s services pursuant to an advisory agreement between the company and RBW dated February 10, 2025, as amended, or the Advisory Agreement. The Investor Selling Stockholder and RBW are collectively referred to herein as the “Selling Stockholders”.

We will not receive any proceeds from the sale of the shares of the Common Stock covered by this prospectus.

Sales of the shares by the Selling Stockholders may occur at fixed prices, at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices. The Selling Stockholders may sell the shares to or through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, concessions or commissions from the Selling Stockholders, the purchasers of the shares, or both.

We are paying the cost of registering the shares as well as various related expenses. The Selling Stockholders are responsible for all selling commissions, transfer taxes and other costs related to the offer and sale of their shares. See “Plan of Distribution” for more information about how the Selling Stockholders may sell or dispose of their shares.

Our Common Stock is traded on The Nasdaq Capital Market under the symbol “LABT.” On 30, 2026, the last reported sale price of our Common Stock was $2.66per share.

We are an “emerging growth company” as defined under U.S. federal securities laws and, as such, have elected to comply with reduced public company reporting requirements.

Investing in our common stock involves risks. See the “Risk Factors” section beginning on page 11 for risks you should consider before investing in our common stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2026

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