Lightwave Logic, Inc. Announces Proposed Public Offering of Common Stock

Rhea-AI Summary

Lightwave Logic (Nasdaq:LWLG)/b) announced a proposed underwritten public offering of its common stock on December 15, 2025.The company said it will grant underwriters a 30-day option to buy up to an additional 15% of shares to cover over‑allotments. All shares are being offered by the company, with Titan Partners acting as sole bookrunner. Net proceeds are planned for working capital, general corporate purposes and may be used to accelerate commercialization, expand U.S. production capacity, pursue strategic M&A, or invest in complementary technologies, though no acquisition agreements exist at this time. The offering relies on an effective Form S-3 (No. 333-281059) declared effective August 5, 2024; offering documents are available on the SEC website.

Positive

• Planned use of proceeds to accelerate commercialization
• Planned investment to expand U.S. production capacity
• S-3 shelf registration effective August 5, 2024 enables offering

Negative

• Proposed public offering will likely cause shareholder dilution
• No current agreements to execute proposed M&A or investments

News Market Reaction

-9.16% 1.9x vol

11 alerts

-9.16% News Effect

-26.7% Trough in 23 hr 57 min

-$53M Valuation Impact

$521M Market Cap

1.9x Rel. Volume

On the day this news was published, LWLG declined 9.16%, reflecting a notable negative market reaction. Argus tracked a trough of -26.7% from its starting point during tracking. Our momentum scanner triggered 11 alerts that day, indicating notable trading interest and price volatility. This price movement removed approximately $53M from the company's valuation, bringing the market cap to $521M at that time. Trading volume was above average at 1.9x the daily average, suggesting increased trading activity.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Price change 24h: -4.6% Current price: $3.77 52-week range: $0.7901–$6.26 +5 more

8 metrics

Price change 24h -4.6% Price move before announcement publication

Current price $3.77 Trading level prior to offering news

52-week range $0.7901–$6.26 52-week low and high before offering

Market cap $554,580,797 Equity value prior to offering announcement

200-day MA $2.51 Longer-term trend reference level

Over-allotment window 30 days Duration of underwriters’ option in offering

Over-allotment size 15% Additional common stock underwriters may purchase

Form number 333-281059 Registration statement file number referenced

Market Reality Check

Price: $3.29 Vol: Volume 937,615 is slightl...

normal vol

$3.29 Last Close

Volume Volume 937,615 is slightly below the 1,000,924 share 20-day average ahead of the offering news. normal

Technical Shares at $3.77 are trading above the 200-day MA of $2.51, despite a -4.6% move over 24 hours and sitting 39.78% below the 52-week high.

Peers on Argus

LWLG is down 4.6% while key specialty chemicals peers like HDSN, OEC, KOP, MATV,...

LWLG is down 4.6% while key specialty chemicals peers like HDSN, OEC, KOP, MATV, and KRO also show single-day declines, but none appeared on the momentum scanner and sector momentum was not flagged, pointing to a stock-specific reaction to the capital raise.

Historical Context

5 past events · Latest: Dec 08 (Neutral)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Dec 08	Leadership change	Neutral	+0.3%	President’s planned retirement with CEO assuming combined roles.
Nov 25	Commercial update	Positive	+3.0%	New co-development program with second Fortune Global 500 customer.
Nov 13	Conference attendance	Neutral	-10.9%	Announcement of CEO participation at technology investor conference.
Nov 11	Investor call notice	Neutral	-7.7%	Scheduling an investor update call with Q&A session.
Nov 04	Commercial update	Positive	+9.0%	Fortune Global 500 partner advancing to Stage 3 of Design Win Cycle.

Pattern Detected

Recent news often produced outsized moves, with neutral items sometimes seeing sharp declines, suggesting sentiment can swing aggressively around company updates.

Recent Company History

Over the last weeks, LWLG has alternated between commercial progress and corporate updates. A Nov 4 commercial pipeline update tied to a Fortune Global 500 partner saw a 9.03% gain, while a later Nov 25 pipeline update brought a more modest 2.98% rise. Neutral items such as an investor update call on Nov 11 and a conference appearance on Nov 13 triggered sharp drops of 7.72% and 10.95%. The Dec 8 management retirement announcement had little impact. Today’s equity offering fits a pattern where financing actions intersect with an already volatile backdrop.

Market Pulse Summary

The stock moved -9.2% in the session following this news. A negative reaction despite the stated gro...

Analysis

The stock moved -9.2% in the session following this news. A negative reaction despite the stated growth uses for proceeds would have fit prior patterns where neutral news, like the Nov 11 and Nov 13 notices, coincided with declines of 7.72% and 10.95%. With shares already 39.78% below the $6.26 52-week high yet trading above the $2.51 200-day MA, additional equity and a 15% over-allotment could have amplified concerns about dilution and sentiment swings.

Key Terms

underwritten public offering, over-allotments, bookrunner, shelf registration statement, +3 more

7 terms

underwritten public offering financial

"it is proposing to offer and sell its common stock in an underwritten public offering."

An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.

over-allotments financial

"option to purchase up to an additional 15% of the common stock offered in the public offering to cover over-allotments, if any."

An over-allotment is a temporary extra batch of shares that the underwriters of a stock offering are allowed to sell beyond the original amount, with the right to buy those shares back later. Think of it as spare tickets sold to meet demand and then reclaimed if needed to keep the market orderly; it helps stabilize the stock price after an offering and can affect short-term supply and potential dilution, which matters to investors tracking price and ownership stakes.

bookrunner financial

"Titan Partners is acting as the sole bookrunner for the offering."

A bookrunner is the lead bank or financial firm that organizes and manages a new securities offering, acting like a project manager who sets the price range, collects investor demand, and decides how shares are allocated. For investors, the bookrunner’s choices and reputation influence the final price, how many shares each buyer receives, and the overall chance the deal succeeds — similar to how a trusted referee shapes a fair and well-run auction.

shelf registration statement regulatory

"A shelf registration statement relating to the common stock of the Company being offered was filed with the U.S. Securities and Exchange Commission"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

form s-3 regulatory

"filed with the U.S. Securities and Exchange Commission (SEC) on Form S-3 (No. 333-281059)"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

prospectus supplement regulatory

"The offering is being made only by means of a preliminary prospectus supplement and a final prospectus supplement"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

base prospectus regulatory

"and the accompanying base prospectus that form a part of the registration statement."

A base prospectus is a detailed document that provides essential information about a financial offering, such as a bond or share issue. It acts like a comprehensive guide for investors, explaining what the investment involves, the risks involved, and how the process works. This helps investors make informed decisions before committing their money.

AI-generated analysis. Not financial advice.

12/15/2025 - 04:30 PM

ENGLEWOOD, CO / ACCESS Newswire / December 15, 2025 / Lightwave Logic, Inc. (Nasdaq:LWLG) (the "Company"), a technology platform company leveraging its proprietary electro-optic (EO) polymers to transmit data at higher speeds with less power in a small form factor, today announced that it is proposing to offer and sell its common stock in an underwritten public offering. The Company expects to grant the underwriters a 30-day option to purchase up to an additional 15% of the common stock offered in the public offering to cover over-allotments, if any. All of the common stock is being offered by the Company.

The Company plans to allocate the net proceeds for working capital and other general corporate purposes, and may use a portion of the net proceeds to accelerate its commercialization timeline, accelerate and expand its U.S. production capacity to support customer partnerships and design-ins, to pursue strategic M&A or to invest in complementary technologies or businesses. The Company does not, however, have agreements or commitments to enter into any acquisitions, mergers or investments at this time.

Titan Partners is acting as the sole bookrunner for the offering.

A shelf registration statement relating to the common stock of the Company being offered was filed with the U.S. Securities and Exchange Commission (SEC) on Form S-3 (No. 333-281059) and was declared effective by the SEC on August 5, 2024. The offering is being made only by means of a preliminary prospectus supplement and a final prospectus supplement and the accompanying base prospectus that form a part of the registration statement. Before investing, prospective investors should read the preliminary prospectus supplement, the accompanying base prospectus and the documents incorporated by reference therein for more complete information about the Company and the offering. These documents, including the preliminary prospectus supplement relating to the offering, are available for free on the SEC's website at www.sec.gov. Copies of the final prospectus supplement, when available, and the accompanying base prospectus relating to the offering may be accessed for free on the SEC's website at www.sec.gov or obtained by contacting Titan Partners Group LLC, a division of American Capital Partners, LLC, 4 World Trade Center, 49th Floor, New York, NY 10007, by phone at (929) 833-1246 or by email at prospectus@titanpartnersgrp.com.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale is not permitted.

About Lightwave Logic, Inc.

Lightwave Logic, Inc. (NASDAQ: LWLG) www.lightwavelogic.com is a technology platform company leveraging its proprietary engineered electro-optic (EO) polymers to transmit data at higher speeds with less power in a small form factor. The Company's high activity and high stability organic polymers allow it to create next-generation photonic EO devices that convert data from electrical signals into light/optical signals for applications in telecommunications, and for data transmission potentially used to support generative AI.

For further information, contact:

Ryan Coleman or Nick Teves
Alpha IR Group for Lightwave Logic
lwlg@alpha-ir.com
312-445-2870

Safe Harbor Statements

This release contains or may imply "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. These forward-looking statements are not based on historical fact and include, but are not limited to, statements regarding the Company's anticipated public offering, including the completion of the public offering on the anticipated terms, if at all. Any forward-looking statements are based on management's current expectations of future events and are subject to a number of risks and uncertainties that could cause actual results to differ materially and adversely from those set forth in or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, risks and uncertainties related to market conditions and satisfaction of customary closing conditions related to the proposed public offering. For a discussion of other risks and uncertainties, and other important factors, any of which could cause our actual results to differ from those contained in the forward-looking statements, see the section entitled "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2024, the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 and in other filings that the Company makes with the SEC from time to time. There can be no assurance that any of the forward-looking information provided herein will be proven accurate. These forward-looking statements speak only as of the date hereof and the Company undertakes no obligation to update forward-looking statements, and readers are cautioned not to place undue reliance on such forward-looking statements.

SOURCE: Lightwave Logic

View the original press release on ACCESS Newswire

FAQ

What did Lightwave Logic (LWLG) announce on December 15, 2025 regarding a stock offering?

Lightwave Logic said it is proposing an underwritten public offering of common stock and may grant underwriters a 30-day option for up to 15% additional shares.

How will Lightwave Logic (LWLG) use proceeds from the proposed offering?

The company plans to use net proceeds for working capital, general corporate purposes, and may use a portion to accelerate commercialization and expand U.S. production capacity.

Who is the bookrunner for Lightwave Logic's (LWLG) proposed offering and where can prospectus materials be found?

Titan Partners is the sole bookrunner and the preliminary and final prospectus supplements are available for free on the SEC website (www.sec.gov).

Does Lightwave Logic (LWLG) have any signed acquisition or investment agreements tied to the offering?

No; the company stated it does not have agreements or commitments to enter into acquisitions, mergers, or investments at this time.

What registration authority covers Lightwave Logic's (LWLG) offering?

The offering is made under a Form S-3 shelf registration (No. 333-281059) that the SEC declared effective on August 5, 2024.