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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)
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| Nevada |
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001-40766 |
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82-0497368 |
(State or
other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(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:
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| Title of each class |
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Trading
Symbol(s) |
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Name of each exchange
on which registered |
| Common Stock, par value $0.001 per share |
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LWLG |
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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.
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Exhibit
No. |
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Description |
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10.1 |
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Employment Agreement between Yves LeMaitre and Lightwave Logic, Inc., dated September 12, 2025 |
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99.1 |
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Press Release of Lightwave Logic, Inc. dated September 16, 2025 |
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104 |
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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. |
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| By: |
/s/ James S. Marcelli |
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| Name: |
James S. Marcelli |
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| Title: |
Chief Financial Officer |
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Dated: September 16, 2025
