Lakewood-Amedex Biotherapeutics Inc.

On January 31, 2026, we entered into a securities purchase agreement with an accredited investor, pursuant to which we sold, an aggregate of 937,500 shares of Series C Convertible Preferred Stock in a private placement exempt from registration pursuant to Rule 506(b) of Regulation D under the Securities Act. The Series C Convertible Preferred Stock has an aggregate stated value of $9.375 million, and the investor purchased the shares for an aggregate purchase price of $7.5 million, representing a 20% original issue discount.

The financing closed on April 21, 2026, resulting in net proceeds to the Company of approximately $6.8 million after payment of placement agent fees and other offering-related expenses. Through June 30, 2026, the holder converted an aggregate of 440,343 shares of Series C Convertible Preferred Stock into shares of the Company’s common stock in accordance with the terms of the Certificate of Designation. As of June 30, 2026, 497,157 shares of Series C Convertible Preferred Stock remained outstanding.

In accordance with the securities purchase agreement, we amended our articles and filed a certificate of designation to create a new class of Series C Preferred Stock, with an authorized number of 937,500 shares, with the following terms.

The Series C Preferred Stock has a stated value of $10.00 per share and is convertible into Common Stock in an amount determined by the stated value divided by the conversion price.

The conversion price is equal to the lower of (i) $10.00 (the “Fixed Price”), or (ii) 80% of the lowest closing sale price of the Common Stock during the five consecutive trading days immediately preceding the conversion date or other date of determination (the “Variable Price”), but which Variable Price will not be lower than the floor price of $1.00 (the “Floor Price”). The conversion price will be subject to certain adjustments, including if we sell Common Stock at a price lower than the Fixed Price, and in the event of stock splits, stock dividends, and similar transactions (provided that the Fixed Price will not exceed $10.00 and the Floor Price will not exceed $1.00). The Series C Preferred Stock cannot be converted to Common Stock to the extent such conversion would cause the holder to beneficially own more than 4.99% of our outstanding Common Stock.

Holders of Series C Preferred Stock are entitled to receive, when, as and if declared by the Board of Directors, out of funds of the Company legally available therefor, monthly dividends, at the rate of $1.20 per share per year, or 12.0% of the Fixed Price of $10.00 per share, which dividends will be cumulative, and payable in cash or in kind, commencing six months after the date that the Common Stock commenced trading on Nasdaq.

In the event of any liquidation of the Company or any Deemed Liquidation Event (as defined in the articles), holders of Series C Preferred Stock are entitled to an amount per share equal to the greater of (a) the stated value; or (b) such amount per share as would have been payable had all Series C Preferred Stock been converted into Common Stock immediately prior to such event, prior to any payment with respect to the Common Stock.

On April 21, 2026, the Company issued 658 shares of Common Stock to its SEC counsel in consideration for legal services provided in connection with the Company's securities filings and Nasdaq listing. The shares were valued at approximately $75,000 and the amount was recorded as professional fees. The issuance was exempt from registration pursuant to Section 4(a)(2) of the Securities Act.

On April 23, 2026, upon the Company’s listing on the Nasdaq Capital Market, the Company issued 27,273 shares of common stock to the Placement Agent representing the Advisory Shares valued at $2,359,080. The issuance was exempt from registration pursuant to Section 4(a)(2) of the Securities Act.

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