The massive potential dilution (up to ~190% of current float) from this resale registration creates a persistent overhang. Monitor conversion activity by Shakawe Capital and any subsequent selling volume, as the Series C holder can convert at a variable price (80% of the lowest closing price in the prior 5 days, subject to a $1.00 floor). Any weakness in the stock price could accelerate conversions and selling.
Executive Summary
Lakewood-Amedex Biotherapeutics Inc. (LABT) filed an S-1 registration statement to register an additional 4,512,400 shares of common stock for resale by a single selling stockholder (Shakawe Capital LLC), which are issuable upon conversion of Series C Preferred Stock. The company will not receive any proceeds from this resale. This filing is a follow-on to a prior S-1 that became effective May 13, 2026, and the increased share count results from a one-for-ten reverse stock split that did not adjust the $1.00 floor conversion price, mechanically increasing the maximum shares issuable.
Key Facts
- Registering 4,512,400 shares for resale by Shakawe Capital LLC, representing the maximum issuable upon conversion of remaining Series C Preferred Stock at the $1.00 floor price.
- Company receives zero proceeds from this resale registration.
- The increased share count (from 937,500 to 4,512,400) is a mechanical result of the June 19, 2026 reverse stock split not adjusting the $1.00 floor conversion price.
- As of September 17, 2026, the last reported sale price was $1.86 per share.
- The Series C Preferred Stock carries a 12% cumulative dividend and was issued at a 20% original issue discount for $7.5 million gross proceeds.
- As of June 30, 2026, the company had $2.6 million in cash, $2.0 million in certificates of deposit, and working capital of $4.2 million.
- Net loss for the six months ended June 30, 2026 was $4.7 million, with cash used in operations of $2.5 million.
- Audited financial statements include a going concern explanatory paragraph from the independent auditor.
Financial Impact
Up to 4,512,400 additional shares could be sold into the market by the selling stockholder, representing approximately 190% of the current 2,369,688 shares outstanding as of September 16, 2026. At the $1.86 reference price, the potential market overhang is approximately $8.4 million.
Risk Factors
- Massive potential dilution: up to 4.5M new shares vs. 2.4M currently outstanding, representing ~190% dilution.
- Variable conversion price (80% of lowest 5-day VWAP, floor $1.00) creates a self-reinforcing downward price mechanism if the holder converts and sells.
- Going concern risk: auditor expressed substantial doubt; company needs additional capital within 12 months.
- Pre-revenue clinical-stage biotech with no approved products and significant cash burn ($4.7M net loss in H1 2026).
- Nasdaq continued listing risk due to potential low stock price.
Investment Themes
Documents Analyzed
This report is based on 8 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| S-1 Filing (Primary) | 0001213900-26-101512 |
| Document: ea030580301ex-fee.htm | 0001213900-26-101512 |
| Document: ea030580301ex5-1.htm | 0001213900-26-101512 |
| Document: ea030580301ex23-2.htm | 0001213900-26-101512 |
| Document: ea030580301ex23-1.htm | 0001213900-26-101512 |
| Document: 0001213900-26-101512-index-headers.html | 0001213900-26-101512 |
| Document: 0001213900-26-101512-index.html | 0001213900-26-101512 |
| Document: 0001213900-26-101512.txt | 0001213900-26-101512 |
Track record builds as more directional reports settle.
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Sep 25, 2026 4w ago | EFFECT | $1.67 $0.3100 | ▼ −81.44% | ▼ −79.96% | $0.2644 (−84.17%) |
Sep 18, 2026 5w ago | S-1 | $2.05 $0.5834 | ▲ +71.54% | ▲ +70.63% | $0.2644 (+87.10%) |
Jun 17, 2026 18w ago | 8-K | $0.6022 $0.1890 | ▼ −68.62% | ▼ −68.93% | $0.2644 (−56.09%) |
May 14, 2026 23w ago | EFFECT | $19.60 $7.70 | ▲ +60.71% | ▲ +59.86% | $0.2644 (+98.65%) |
May 6, 2026 24w ago | 3 | $33.00 $6.70 | ▼ −79.70% | ▼ −80.51% | $0.2644 (−99.20%) |
Apr 20, 2026 27w ago | EFFECT | — | awaiting T+20 | — | — |
Apr 1, 2026 29w ago | S-1/A | — | awaiting T+20 | — | — |
Mar 11, 2026 32w ago | S-1/A | — | awaiting T+20 | — | — |
US Market Status
Subscribe to SecBot
Get Real-Time SEC Filing Intelligence
Comprehensive SEC filing analysis delivered the moment filings hit EDGAR. Sentiment scoring, impact analysis, and actionable insights for every material event.
Create a free account Live analysis, Telegram alerts, watchlists and the MCP server for subscribers