Joseph Tucker joins Lakewood-Amedex (NASDAQ: LABT) board with warrant grant
Rhea-AI Filing Summary
Lakewood-Amedex Biotherapeutics Inc. appointed Joseph Tucker, Ph.D., a veteran biotechnology executive and current CEO of Enveric Biosciences, to its Board of Directors effective April 24, 2026. He will serve until the company’s 2027 annual meeting of stockholders, and will also join the Finance, Audit and Risk, Compensation, and Corporate Governance and Nominating Committees.
Under a board agreement, Dr. Tucker will attend at least two and up to four board meetings per year and be available for ad-hoc consultations. He will receive $6,000 per quarter in common stock and has been granted 33,784 warrants to purchase common stock at $10.00 per share, vesting in four equal tranches between October 2026 and April 2028 with a 10‑year term. The company highlights his experience raising over $100 million, leading public biotech companies, and executing IPOs, mergers, and acquisitions.
Positive
- None.
Negative
- None.
8-K Event Classification
Key Figures
Key Terms
Bisphosphocin medical
direct listing financial
Phase 2a safety and dose response study medical
Phase 2b dose comparative study medical
forward-looking statements regulatory
non-solicitation covenant regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported)
(Exact Name of Registrant as Specified in its Charter)
|
(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s
telephone number, including area code:
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 24, 2026, the Board of Directors (the “Board”) of Lakewood-Amedex Biotherapeutics Inc. (the “Company”) appointed Dr. Joseph Tucker to fill a vacancy and serve as a member of the Board, effective April 24, 2026. He will serve until the Company’s 2027 annual meeting of stockholders and until his successor is duly elected and qualified, or until his earlier death, resignation, or removal.
Dr. Tucker, age 57, has served as Chief Executive Officer and Director of Enveric Biosciences Inc. (NASDAQ: ENVB) since September 2021, following Enveric’s acquisition of MagicMed Industries, where he served as Chief Executive Officer, President, and Director beginning in 2020. From 2016 to 2022, Dr. Tucker served as Chief Executive Officer, President, and Director of VirTech Bio, Inc., an early-stage biotechnology company. From 2014 to 2020, Dr. Tucker served as Executive Chairman, Chief Executive Officer, President, and Director of Willow Biosciences Inc. (TSX: WLLW) and its predecessor company, Epimeron Inc. From 2004 to 2007, Dr. Tucker served as Chief Executive Officer, President, and Director of Stem Cell Therapeutics Corp. (TSX: SSS), which he took public via initial public offering and which ultimately merged into Trillium Therapeutics Inc. (NASDAQ: TRIL), later acquired by Pfizer Inc. (NYSE: PFE). Dr. Tucker previously served as Vice President of Resverlogix (TSX: RVX) from 2003 to 2004 and Vice President of Neurostasis, Inc. from 2001 to 2003. Earlier in his career, Dr. Tucker served as a lead health care analyst at Lightyear Capital Inc. and Acumen Capital Partners Inc. from 2000 to 2001. Dr. Tucker holds a Ph.D. and B.Sc. from the University of Calgary and has earned the Certified Financial Planner (C.F.P.) designation from the Financial Planning Standards Council. He is a named inventor on 13 issued U.S. patents. The Company appointed Dr. Tucker to serve on our Board of Directors due to his extensive experience as a chief executive officer and director of public biotechnology companies, his track record of raising over $100 million in capital, and his expertise in executing strategic transactions including initial public offerings, mergers, and acquisitions.
Dr. Tucker will serve on the Finance, Audit Committee and Risk Committee, Compensation Committee and Corporate Governance and Nominating Committee of the Board.
In connection with Dr. Tucker’s appointment to the Board, the Company and Dr. Tucker entered into a board agreement, dated April 24, 2026 (the “Board Agreement”), which provides among other terms that Dr. Tucker will attend up to four, but no fewer than two, meetings of the Board per year and to be available for ad-hoc phone or email consultations throughout the year. The Company has agreed to reimburse Dr. Tucker for reasonable pre-approved travel and living expenses incurred in connection with Board meetings. The Board Agreement continues indefinitely unless terminated by either party.
As compensation for his service, Dr. Tucker will receive $6,000 per quarter, payable in shares of the Company’s common stock. In addition, Dr. Tucker was granted 33,784 warrants pursuant to a warrant agreement with the Company (the “Warrant Agreement”) to purchase shares of the Company’s common stock at an exercise price of $10.00 per share, with a ten-year exercise term. The warrants vest in four equal tranches of 8,446 warrants each on October 24, 2026, April 24, 2027, October 24, 2027, and April 24, 2028. Upon termination of the Board Agreement by the Company, any unvested warrants will be cancelled.
1
The Agreement also contains customary provisions regarding confidentiality, work product ownership, and a twelve-month post-service non-solicitation covenant.
Dr. Tucker has no arrangements or understandings with any other person pursuant to which he was selected as a director, and no family relationship with any director or executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer. Dr. Tucker has had no direct or indirect material interest in any transaction or series of similar transactions contemplated by Item 404(a) of Regulation S-K.
The foregoing descriptions of the Warrant Agreement and Board Agreement do not purport to be complete and are qualified in their entirety by reference to and incorporates herein by reference the full text of the Board Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibits 10.1 and 10.2, respectively.
The foregoing descriptions of the Board Agreement and Warrant Agreement do not purport to be complete and are qualified in their entirety by reference to the copy of the Board Agreement and Warrant Agreement, which are filed herewith as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K, respectively.
The Company issued a press release on April 28, 2026, announcing the appointment of Dr. Tucker as a member of the Company’s Board, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.1
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number | Description | |
| 10.1 | Board Agreement with Joseph Tucker | |
| 10.2 | Warrant Agreement with Joseph Tucker | |
| 99.1 | Press Release dated April 28, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| LAKEWOOD-AMEDEX BIOTHERAPUTICS, inc. | ||
| a Florida corporation | ||
| Dated: April 28, 2026 | By: | /s/ Kelvin Cooper |
| Chief Executive Officer and Director | ||
3
Exhibit 99.1
Lakewood-Amedex Biotherapeutics Appoints Joseph Tucker, Ph.D., to Board of Directors
Appointment strengthens Board with seasoned public company biotech executive following recent Nasdaq direct listing
SARASOTA, Fla., April 28, 2026 – Lakewood-Amedex Biotherapeutics Inc., (NASDAQ: LABT), a clinical-stage biotechnology company advancing a novel class of potent, fast-acting, broad-spectrum antimicrobials for infectious diseases called the Bisphosphocin® class, today announced the appointment of Joseph Tucker, Ph.D., Chief Executive Officer of Enveric Biosciences (Nasdaq: ENVB), to its Board of Directors. Dr. Tucker’s appointment follows Lakewood-Amedex Biotherapeutics’ recent direct listing on Nasdaq and represents a key step in strengthening the Company’s governance and strategic capabilities as it advances its growth strategy.
Dr. Tucker is a veteran biotechnology executive with more than two decades of leadership experience spanning public and private companies and discovery to late-stage drug development. He currently serves as Chief Executive Officer and Director of Enveric Biosciences, a biotechnology company focused on advancing a pipeline of next-generation neuroplastogenic small-molecule therapeutics designed to address neuropsychiatric and neurological disorders.
“Joe brings a rare combination of public company leadership, capital markets expertise, and deep drug development experience,” said Kelvin Cooper, Ph.D., Chief Executive Officer of Lakewood-Amedex Biotherapeutics. “His track record of building and advancing biotechnology companies, coupled with his experience navigating the public markets, makes him an ideal addition to our Board at this pivotal time. Following our recent Nasdaq direct listing, we are focused on accelerating our growth strategy, and Joe’s insights will be invaluable as we advance Nu-3 and expand our pipeline.”
Since assuming leadership of Enveric, Dr. Tucker has led multiple strategic financings and pipeline-building initiatives, including the advancement of its lead program, EB-003, towards an anticipated first-in-human clinical trial. Prior to Enveric, Dr. Tucker held Chief Executive Officer, Executive Chairman, and Director roles at several biotechnology companies, including Willow Biosciences and Stem Cell Therapeutics, where he led companies through public listings, mergers and acquisitions, and advanced clinical programs across multiple therapeutic areas. Over the course of his career, he has raised more than $100 million in capital, secured significant non-dilutive funding, and executed numerous partnerships and licensing transactions.
Dr. Tucker commented: “I am excited to join the Board of Lakewood-Amedex Biotherapeutics at such an important moment in the Company’s evolution. The recent Nasdaq listing positions the Company for its next phase of growth, and I am particularly encouraged by the potential of Nu-3 to address the urgent global challenge of antibiotic resistance. The opportunity to develop a novel therapy for infected diabetic foot ulcers, where there remains significant unmet medical need, is compelling, and I look forward to working with the team to help realize the full potential of the platform.”
About Lakewood-Amedex Biotherapeutics Inc.
Lakewood-Amedex Biotherapeutics Inc. (NASDAQ: LABT) is a clinical-stage biotechnology company developing a novel class of fast-acting, broad-spectrum antimicrobials – the Bisphosphocin® class - to treat infectious diseases and reduce the threat posed by antibiotic-resistant bacterial strains, including MRSA, VRE, and others. For more information, please visit https://lakewoodamedex.com.
About Nu-3
Nu-3 is Lakewood-Amedex Biotherapeutics Inc.’s lead product being developed for the topical treatment of mildly infected diabetic foot ulcers (iDFU). Nu-3 belongs to a novel class of antimicrobials being developed by Lakewood-Amedex Biotherapeutics Inc. called the Bisphosphocin® class, which possess a unique mechanism of action that enables rapid elimination of a broad spectrum of bacteria, including resistant pathogens and biofilms. Data from initial exploratory clinical trials with Nu-3 using subclinical doses did not reveal any safety signals and showed a trend of positive antimicrobial response and improved wound healing. Based on these results, the company plans to conduct an initial Phase 2a safety and dose response study of Nu-3 followed by a placebo-controlled Phase 2b dose comparative study. This study is also designed to determine the most appropriate administration regimen for Nu-3 gel formation in mildly infected diabetic foot ulcers.
Forward-Looking Statements
This press release may contain forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Generally, the words “believe,” “expect,” “intsend,” “estimate,” “anticipate,” “project,” “will” and similar expressions identify forward-looking statements, which generally are not historical in nature. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future are forward-looking statements. Management believes that these forward-looking statements are reasonable as and when made. However, caution should be taken not to place undue reliance on any such forward-looking statements because such statements speak only as of the date when made. Our Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. In addition, forward-looking statements are subject to certain risks and uncertainties that could cause our Company’s actual results to differ materially from historical experience and our present expectations or projections.
Relying on such statements involves risk, uncertainty and assumptions. These statements are based on the current estimates and assumptions of the management of Lakewood-Amedex Biotherapeutics Inc. as of the date of this press release and are subject to uncertainty and changes. All statements obtained in this press release are made only as of the date of this press release and Lakewood-Amedex Biotherapeutics Inc. does not undertake any obligation to publicly update any forward-looking statements.
Contact
Investor Relations
Tiberend Strategic Advisors, Inc.
David Irish
(231) 632-0002
dirish@tiberend.com
Media Relations
Tiberend Strategic Advisors, Inc.
Casey McDonald
(646) 577-8520
cmcdonald@tiberend.com