[8-K] Lightwave Logic, Inc. Reports Material Event

Rhea-AI Filing Summary

Lightwave Logic, Inc. disclosed an employment agreement for Yves LeMaitre establishing a $500,000 annual base salary and an annual cash bonus opportunity up to $300,000 tied to Board-established objectives. The company will grant 826,617 restricted stock units ("Additional RSUs") and will modify an existing award of 1,616,380 performance-based RSUs to remove performance vesting and change the vesting schedule. All RSUs (Additional and modified Existing RSUs) vest in four substantially equal installments every six months over two years, with the first installment composed only of Existing RSUs to comply with plan and tax rules. Mr. LeMaitre is ineligible for an additional equity grant in 2026 and may be considered for an award in 2027 at the Board's discretion. He will participate in standard employee benefit plans and receive reimbursement for reasonable business expenses.

Positive

• Clear cash compensation: $500,000 base salary plus up to $300,000 annual bonus tied to Board objectives
• Retention-focused equity: Combined RSUs vest every six months over two years to retain the executive
• Standard benefits and reimbursements: Executive participates in employee benefit plans and receives business expense reimbursement

Negative

• Material equity award size: Aggregate grant and modified awards total 2,442,997 RSUs, which may dilute existing shareholders when vested
• Performance conditions removed: Existing performance-based RSUs were converted to time-based vesting, reducing pay-for-performance linkage
• No guaranteed future equity in 2026: Explicit ineligibility for additional equity in 2026 limits further near-term alignment via grants

Insights

Compensation Analyst

TL;DR: The package mixes cash and near-term equity vesting to retain the executive for two years while limiting guaranteed future equity.

The agreement sets a clear fixed cash framework: $500,000 base and up to $300,000 annual bonus tied to Board objectives. The sizable equity component—826,617 Additional RSUs plus modification of 1,616,380 Existing RSUs—moves performance-based awards to time-based vesting over two years, accelerating realizable equity. The prohibition on a 2026 grant and discretionary 2027 eligibility signal a defined near-term compensation runway. For investors, the change converts contingent performance pay into time-vested equity, affecting timing of potential dilution and executive retention incentives.

Corporate Governance Expert

TL;DR: Agreement formalizes pay and short-term retention via time-based RSUs, with Board discretion preserved for future grants.

The company removed performance conditions from previously granted RSUs and established a predictable vesting cadence, which simplifies metric monitoring but reduces performance-contingent alignment. The Board retains discretion over future equity awards (no 2026 grant; possible 2027 award). Benefit participation and expense reimbursement follow standard practice. Governance implications include trade-offs between retention certainty and performance linkage.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) September 12, 2025

Lightwave Logic, Inc.

(Exact name of registrant as specified in its charter)

Nevada		001-40766		82-0497368
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)

369 Inverness Parkway, Suite 350, Englewood, CO 80112

(Address of principal executive offices, including Zip Code)

(720) 340-4949

(Registrant’s telephone number, including area code)

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
Common Stock, par value $0.001 per share		LWLG		The Nasdaq Stock Market LLC

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.

New Employment Agreement with Chief Executive Officer

On September 12, 2025, Lightwave Logic, Inc. (the “Company”) entered into a new employment agreement with Yves LeMaitre (the “Employment Agreement”) with respect to his position as Chief Executive Officer of the Company. A copy of the Employment Agreement is attached as Exhibit 10.1. The new employment agreement provides that Mr. LeMaitre’s base salary will be $500,000 per year and he will be eligible for an annual cash bonus of up to $300,000, based on the achievement of the Company’s objectives, as established by the Board of Directors of the Company (the “Board”). In addition, Mr. LeMaitre will receive an equity award in the form of 826,617 restricted stock units (the “Additional RSUs”) under the Lightwave Logic, Inc. 2025 Equity Incentive Plan and further the Company will modify the existing award of 1,616,380 performance-based RSUs granted to Mr. LeMaitre on April 18, 2025 (the “Existing RSUs”) under the Lightwave Logic, Inc. 2016 Equity Incentive Plan to remove the vesting conditions based on the achievement of performance metrics and modify the vesting schedule of the Existing RSUs. The Additional RSUs and Existing RSUs will vest in four installments every six months over the two years following the grant date. In the aggregate, each of the four installments will be substantially equal; however, to comply with the applicable terms of the Plan and applicable requirements of the Internal Revenue Code of 1986, as amended, the first installment will consist only of Existing RSUs and subsequent installments will therefore consist of a larger proportion of Additional RSUs. Mr. LeMaitre will not be eligible for any additional equity grant in 2026 and, subject to continued employment, next be eligible for an equity award in 2027 at the discretion of the Board. Mr. LeMaitre is eligible to participate in the benefit plans and programs generally available to the Company’s employees. Mr. LeMaitre will also be entitled to reimbursement of all reasonable business expenses incurred or paid by him in the performance of his duties and responsibilities for the Company.

If Mr. LeMaitre’s employment is terminated without cause, subject to his execution of a release agreement in favor of the Company, the Company agreed to provide to Mr. LeMaitre as severance: (i) his base salary for a period of twelve months following the termination date, (ii) if Mr. LeMaitre timely elects to continue health plan coverage under COBRA, reimbursement of premiums to continue health care benefits coverage under COBRA for the twelve months following the date of Mr. LeMaitre’s termination and (iii) accelerated vesting for time-based equity awards that would have vested within twelve months of the termination date.

If Mr. LeMaitre's employment is terminated without cause or if Mr. LeMaitre terminates his employment for good reason (as defined in the Employment Agreement) during the twelve month period that follows, or the three-month period that precedes, a change in control (as defined in the Employment Agreement), in lieu of the severance described above, subject to his execution of a release agreement in favor of the Company, the Company agreed to provide to Mr. LeMaitre as severance: (i) his base salary for a period of eighteen months following the termination date, (ii) if Mr. LeMaitre timely elects to continue health plan coverage under COBRA, reimbursement of premiums to continue health care benefits coverage under COBRA for the eighteen months following the date of Mr. LeMaitre’s termination and (iii) accelerated vesting of all time-based equity awards.

The description of Mr. LeMaitre’s employee agreement is not complete and is qualified in its entirety by reference to the employee agreement attached hereto as Exhibit 10.1, which is incorporated by reference herein.

Retirement of Chief Financial and Operating Officer

On September 15, 2025, James S. Marcelli, the Company’s Chief Financial Officer and Chief Operating Officer and a member of the Board notified the Board of his intention to retire from his positions as both an officer and director of the Company. Mr. Marcelli will remain with the Company in his current capacity through December 31, 2025 and he will remain a member of the Board of Directors through December 31, 2025.

Item 7.01. Regulation FD Disclosure.

On September 16, 2025, the Copmany issued a press release related to the matters reported in Item 5.02 above. The press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated herein by reference.

The information included in this Item 7.01 and in Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

	Exhibit No.		Description
	10.1		Employment Agreement between Yves LeMaitre and Lightwave Logic, Inc., dated September 12, 2025
	99.1		Press Release of Lightwave Logic, Inc. dated September 16, 2025
	104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

LIGHTWAVE LOGIC, INC.
By:	/s/ James S. Marcelli
Name:	James S. Marcelli
Title:	Chief Financial Officer

Dated: September 16, 2025 

FAQ

What is Yves LeMaitre's base salary under the Lightwave Logic (LWLG) employment agreement?

$500,000 per year

How large are the equity awards granted or modified for Mr. LeMaitre in this filing?

826,617 Additional RSUs and modification of 1,616,380 Existing RSUs (aggregate 2,442,997 RSUs)

How do the RSUs vest according to the agreement?

The RSUs vest in four substantially equal installments every six months over two years, with the first installment consisting only of Existing RSUs

Is Mr. LeMaitre eligible for additional equity grants in 2026?

No; the agreement states he will not be eligible for any additional equity grant in 2026

What cash incentive opportunities does the agreement provide?

He is eligible for an annual cash bonus of up to $300,000 based on achievement of Board-established objectives