NOTE 4 – COMMITMENTS AND CONTINGENCIES

Lease Agreement

On November 3, 2021, the Company signed a lease for new office space which commenced April 15, 2022, at University Park, Florida. The lease has an initial term of five years and an option to extend for an additional five years, with an annual base rent at inception of $93,852, annual common area maintenance charges of $15,444, proportionate share of real estate taxes estimated at $6,890 annually plus sales tax of $7,552. The base rent and common area maintenance charges increase three percent (3%) each of the following four years. The Company’s proportionate share of real estate taxes and sales taxes are accounted for as variable lease payments and amounted to $2,399 and $2,697 for the three months ended March 31, 2026 and 2025, respectively.

Rent expense was $32,714 and $33,011 for the three months ended March 31, 2026 and 2025, respectively. These amounts are included in general and administrative expense in the accompanying condensed statements of operations.

At March 31, 2026, the remaining lease term and discount rate were 1.1 years and 2.79%, respectively.

Maturity of operating lease liability at March 31, 2026 is as follows:

Executive Employment Agreements

Effective July 1, 2025, the Company entered into employment agreements with three executives. The agreements have an indefinite term and may be terminated by either party upon 180 days’ written notice. Each agreement provides for an annual performance-based bonus determined under the Company’s bonus program established by the Board of Directors. The executives are also eligible to participate in the Company’s stock option plan and other programs and arrangements, consistent with their respective positions.

Advisory and Placement Agency Agreement

On February 10, 2025, Lakewood-Amedex Biotherapeutics Inc. executed an agreement with RBW Capital Partners LLC (“RBW”), a division of Dawson James Securities, Inc. (the “BD” and together with RBW, the “Placement Agent”) for the provision of financial advisory and financial placement agency and investment banking services, including assistance in connection with the Company’s listing on the Nasdaq Capital Market and related financing activities.

Pursuant to the terms of the agreement, upon closing of a qualified financing transaction, the Company agreed to issue to RBW with a number of shares of the Company’s common stock equal to 1.75% of the Company’s fully diluted shares outstanding immediately prior to the closing of the Company’s Series C Convertible Preferred Stock financing (the Advisory Stock). In addition, the Placement Agent was entitled to receive a cash transaction fee equal to 7.0% of the gross proceeds raised from equity and equity-linked investors introduced by the Placement Agent, together with reimbursement of certain related expenses.

On March 7, 2025, the Company and RBW entered into an amendment to the agreement pursuant to which the Company agreed that the Advisory Stock would include demand registration rights and that the Company will file a resale registration statement covering such shares within 30 days following the Company’s listing on the Nasdaq Capital Market.

Subsequent to March 31, 2026, in connection with the closing of the Company’s $7.5 million private offering of Series C Convertible Preferred Stock on April 21, 2026, the Company paid the Placement Agent a cash transaction fee of $525,000 and reimbursed related expenses of $150,000. In addition, on April 23, 2026, upon the Company’s listing on the Nasdaq Capital Market, the Company issued 272,726 shares of common stock to Raymond James Securities, Inc. representing 1.75% of the Company’s fully diluted shares outstanding immediately prior to the Series C financing.

Legal Proceedings

There are no matters currently outstanding for which any liabilities have been accrued or require disclosure.