Lakewood-Amedex Biotherapeutics (LABT) Registration filing summary

Management team and governance

• Executive team includes CEO, CFO, and CMO, each with extensive industry experience and long-term employment agreements outlining compensation, equity, and severance terms.

• Board of Directors consists of independent members with backgrounds in pharma, finance, and business leadership; committees include Audit, Compensation, and Governance.

• Governance structure includes regular board and committee meetings, annual performance evaluations, and compliance with Nasdaq independence standards.

• Executive compensation includes base salary, annual bonuses, and significant stock option grants with accelerated vesting upon termination or change in control.

• Directors receive equity-based compensation and are subject to confidentiality, non-solicitation, and non-disparagement agreements.

Key takeaways

• The management team is highly experienced, with robust employment agreements and equity incentives designed to align interests with shareholders.

• The board is structured for independence and oversight, with established committees and governance policies in line with public company best practices.

• Compensation and governance frameworks are designed to attract and retain talent, ensure compliance, and support the company’s growth and public market readiness.

Offering details and pricing

• Direct listing on Nasdaq Capital Market, with no underwritten IPO; up to 4,689,177 shares of common stock registered for resale.

• Series C Preferred Stock private placement: 937,500 shares at $10.00 per share (20% discount), convertible to common stock at the lower of $10.00 or 80% of the 5-day average closing price, with a $1.00 floor.

• Series C Preferred Stock includes a 9.6% annual dividend, cumulative and payable in cash or kind, and is subject to conversion and anti-dilution adjustments.

• Officers, directors, and >10% shareholders are subject to a lock-up period of 180 days or until full conversion of Series C Preferred.

• RBW Capital Partners LLC acts as financial advisor and placement agent, receiving 1.75% of fully diluted shares and a 7% placement fee on the Series C offering.