NOTE 1 – ORGANIZATION, BUSINESS OVERVIEW, AND LIQUIDITY

Lakewood-Amedex Biotherapeutics Inc., a Nevada corporation (“Lakewood-Amedex” or the “Company”), headquartered in University Park, Florida, was formed on July 11, 2006 under the name Nu Pharmas, Inc. (“Nu Pharmas”).

Lakewood-Amedex is focused on leveraging unique, pioneering science to address unmet needs in the treatment of serious infectious diseases, improving patient outcomes and significantly reducing the threat posed by antibiotic-resistant bacterial strains like MRSA, NDM-1, and many others. The Company’s product candidates consist of antimicrobials that are targeted at acute and chronic infectious diseases, and which are delivered locally to the site of infection. As of April 2026, the Company has 68 patents and 36 pending patent applications covering its products and technologies for application in major pharmaceutical markets. The Company has successfully completed its first human clinical trial for its lead product, the broad-spectrum Bisphosphocin® (anti-bacterial) Nu-3 for the topical treatment of chronically infected diabetic foot ulcers. The Company plans to conduct an additional dose comparative phase 2 study which is expected to identify the dose for phase 3 and later commercialization as well as the most appropriate administration regimen for Nu-3 gel formulation in mildly infected diabetic foot ulcers. Furthermore, early-stage pipeline compounds will be further characterized to identify the best compound/clinical indication match for further non-clinical and clinical evaluation.

Liquidity and Going Concern Considerations

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Accordingly, the financial statements do not include any adjustments relating to the recoverability of assets and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company recognized a net loss of approximately $0.9 million for the three months ended March 31, 2026. The Company used approximately $0.3 million in net cash from operating activities for the three months ended March 31, 2026 and has historically incurred losses from operations and expects to continue to generate negative cash flows as the Company implements its business plan. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued.

Subsequent to March 31, 2026, on April 21, 2026, the Company completed a private offering of Series C Convertible Preferred Stock for gross proceeds of approximately $7.5 million, resulting in net proceeds to the Company of approximately $6.8 million after payment of offering-related expenses. In addition, during April 2026, the Company issued approximately $0.1 million of short-term promissory notes for working capital purposes, all of which, including accrued interest, were repaid in full following the closing of the Series C financing.

On April 23, 2026, the Company completed its listing on the Nasdaq Capital Market. In connection with the Nasdaq listing, all outstanding convertible promissory notes with an aggregate principal balance of approximately $1.5 million, together with accrued interest thereon, automatically converted into shares of the Company’s common stock pursuant to their terms. In addition, all outstanding shares of the Company’s Series A Convertible Preferred Stock and Series B Convertible Preferred Stock, including accumulated but unpaid Series B dividends, automatically converted into shares of the Company’s common stock upon the Nasdaq listing.

While the Company believes the net proceeds received from the Series C financing, together with the elimination of certain debt obligations through the automatic conversions described above, have improved the Company’s liquidity position and will support operations through the fourth quarter of 2026, the Company will nevertheless require additional capital to fund operations and execute its business plan beyond that period. Accordingly, the Company intends to seek additional funding through equity financings, debt financings, strategic arrangements, grants and/or other capital sources. Management cannot provide assurance that such financing will be available on acceptable terms, or at all. As a result, substantial doubt regarding the Company’s ability to continue as a going concern within one year after the date that these financial statements are issued has not been alleviated.