Lakewood-Amedex Biotherapeutics Inc美股招股说明书(2026-04-23版)

4,689,177 Shares ofCommon Stock This prospectus relates to the registration of the resale of up to 4,689,177 shares of our common stock by ourstockholders identified in this prospectus, or the Registered Stockholders, in connection with our direct listing,or the Direct Listing, on the Nasdaq Capital Market, or Nasdaq. Unlike an initial public offering, the resale bythe Registered Stockholders is not underwritten on a firm commitment basis by any investment bank. TheRegistered Stockholders may, or may not, elect to sell their shares of common stock covered by this prospectus,as and to the extent they may determine. The Registered Stockholders may offer, sell, or distribute all or aportion of the shares of common stock hereby registered publicly or through private transactions at prevailingmarket prices or at negotiated prices. If the Registered Stockholders choose to sell their shares of commonstock, we will not receive any proceeds from the sale of shares of common stock by the RegisteredStockholders. No public market exists for our common stock. Further, the listing of our common stock on Nasdaq, without afirm-commitment underwritten offering, is a novel method for commencing public trading in shares of ourcommon stock, and consequently, the trading volume and price of shares of our common stock may be morevolatile than if shares of our common stock were initially listed in connection with an initial public offeringunderwritten on a firm-commitment basis. We have engaged a financial advisor to advise and assist us with respect to certain matters relating to our listing.The services expected to be performed by the advisor will include providing advice and assistance with respectto defining objectives, analyzing, structuring, and planning the listing, and developing and assisting with ourinvestorcommunication strategy in relation to this listing.On February 10,2025,Lakewood-AmedexBiotherapeutics Inc. executed an agreement with RBW Capital Partners LLC (the “Advisor” or “RBW”) for theprovision of financial advisory and financial placement agency, and investment banking services, which includeassisting the company with a direct listing. Pursuant to the terms of the agreement, upon closing, the Companyagreed to compensate RBW with a number of shares of the Company, equal to that certain percentage from theaggregate value of the transaction as described in the agreement. As of the date hereof, it is expected that RBWwill be issued 272,219 of our shares as compensation equal to 1.75% of the current fully diluted sharesoutstanding (the “Advisory Shares”). The Advisory Shares will not be registered by the Company under thisoffering. On theday that our shares of common stock are initially listed on Nasdaq, Nasdaq will begin accepting, but notexecuting, pre-opening buy and sell orders and will begin to continuously generate the indicative CurrentReference Price (as defined below) on the basis of such accepted orders. The Current Reference Price iscalculated each second and, during a 10-minute “Display Only” period, is disseminated, along with otherindicative imbalance information, to market participants by Nasdaq on its NOII and BookViewer tools.Following the “Display Only” period, a “Pre-Launch” period begins, during which RBW, in its capacity as ourfinancial advisor, must notify Nasdaq that our shares are “ready to trade.” Once the Advisor has notified Nasdaqthat our shares of common stock are ready to trade, Nasdaq will confirm the Current Reference Price for ourshares of common stock, in accordance with the Nasdaq rules. If the Advisor then approves proceeding at theCurrent Reference Price, the applicable orders that have been entered will be executed at such price, and theregular trading of our shares of common stock on Nasdaq will commence, subject to Nasdaq conductingvalidation checks in accordance with the Nasdaq rules. Under the Nasdaq rules, the “Current Reference Price”means: (i)the single price at which the maximum number of orders to buy or sell can be matched; (ii)if there ismore than one price at which the maximum number of orders to buy or sell can be matched, then it is the pricethat minimizes the imbalance between orders to buy or sell (i.e. minimizes the number of shares that wouldremain unmatched at such price); (iii)if more than one price exists under (ii), then it is the entered price (i.e. thespecified price entered in an order by a customer to buy or sell) at which our shares of common stock willremain unmatched (i.e. will not be bought or sold); and (iv)if more than one price exists under (iii), a pricedetermined by Nasdaq in consultation with the Advisor in its capacity as our financial advisor. In the event thatmore than one price exists under (iii), the Advisor will exercise any consultation rights only to the extent that itcando so consistent with the anti-manipulation provisions of the federal securities laws,includingRegulationM, or applicable relief granted thereunder. The Register