false
0001325964
0001325964
2025-12-17
2025-12-17
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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) December
15, 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 1.01 Entry into a Material Definitive Agreement.
On December 15, 2025, Lightwave
Logic, Inc., a Nevada corporation (the “Company”), entered into an underwriting agreement (the “Underwriting Agreement”)
with Titan Partners Group LLC, a division of American Capital Partners, LLC, as the underwriter (the “Underwriter”), relating
to an underwritten public offering of 11,666,667 shares of the Company’s common stock, par value $0.001 per share (“Common
Stock”), at a price to the public of $3.00 per share (the “Offering”). Pursuant to the Underwriting Agreement, the Company
granted to the Underwriter an option, exercisable not later than thirty (30) days after the date of the closing of the Offering, to purchase
from the Company up to 1,750,000 additional shares of Common Stock for the purpose of covering over-allotments, if any.
The Offering closed on December
17, 2025. The net proceeds to the Company from the Offering were approximately $32.8 million, after deducting underwriting discounts and
commissions and other estimated offering expenses payable by the Company. The Company intends to use the net proceeds from the Offering
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 mergers
and acquisitions 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.
The Offering was made pursuant
to the effective registration statement on Form S-3 (File No. 333-281059) that was initially filed by the Company with the Securities
and Exchange Commission (the “SEC”) on July 26, 2024, and amended on July 31, 2024, and declared effective by the SEC on August
5, 2024 (the “Registration Statement”), including the base prospectus contained therein, a preliminary prospectus supplement,
dated December 15, 2025, filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities
Act”), and a final prospectus supplement, dated December 15, 2025, filed with the SEC pursuant to Rule 424(b) under the Securities
Act.
The Underwriting Agreement contains
customary representations, warranties and agreements by the Company, indemnification obligations of the Company and the Underwriter, including
for liabilities under the Securities Act, and other obligations of the parties. The representations, warranties and covenants contained
in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the
parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.
Pursuant to the Underwriting
Agreement, the Company agreed to issue to the Underwriter warrants (the “Underwriter Warrants”) to purchase up to 350,000
shares of Common Stock, or three percent (3%) of the total number of shares of Common Stock sold in the Offering, as well as additional
Underwriter Warrants to purchase up to an aggregate of 52,500 shares of Common Stock if the Underwriter exercises its option to purchase
additional shares of Common Stock in full. The Underwriter Warrants will be immediately exercisable at an exercise price of $3.45 per
share during the five-year period following the date of the Underwriting Agreement.
The foregoing descriptions
of the Underwriting Agreement and the Underwriter Warrants are not complete and are subject to, and qualified in their entirety by reference
to, the full text of the Underwriting Agreement and the form of the Underwriter Warrants, which are filed as Exhibit 1.1 and Exhibit 4.1,
respectively, to this Current Report on Form 8-K and are incorporated by reference herein.
Item 3.02. Unregistered Sales of Equity Securities.
The information contained in Item 1.01 of this Current
Report on Form 8-K related to the Underwriter Warrants is incorporated herein by reference. Neither the issuance of the Underwriter Warrants
nor the shares of Common Stock issuable upon the exercise of the Underwriter Warrants (the “Underwriter Warrant Shares”) are
registered under the Securities Act or any state securities laws. The Underwriter Warrants and the Underwriter Warrant Shares were or
will be issued in reliance on the exemptions from registration provided by Section 4(a)(2) under the Securities Act and Regulation D promulgated
thereunder.
Item 7.01. Regulation
FD Disclosure.
On December
15, 2025, the Company issued two press releases announcing (i) the launch of the Offering (the “Launch Press Release”) and
(ii) the pricing of the Offering (the “Pricing Press Release”). Copies of the Launch Press Release and the Pricing Press Release
are furnished hereto as Exhibit 99.1 and Exhibit 99.2, respectively.
The information
in this Current Report on Form 8-K under Item 7.01, including the information contained in Exhibits 99.1 and 99.2, is being furnished
to the SEC and shall not be deemed to be “filed” for the 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, and shall not be deemed to be incorporated
by reference into any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by a specific reference
in such filing.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. |
|
Description |
| 1.1 |
|
Underwriting Agreement, dated December 15, 2025, by and between Lightwave Logic, Inc. and Titan Partners Group LLC, as Underwriter. |
| 4.1 |
|
Form of Underwriter Warrant. |
| 5.1 |
|
Opinion of Snell & Wilmer L.L.P. |
| 23.1 |
|
Consent of Snell & Wilmer L.L.P. (contained in Exhibit 5.1). |
| 99.1 |
|
Launch Press Release dated December 15, 2025. |
| 99.2 |
|
Pricing Press Release dated December 15, 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 and Chief Operating Officer |
|
Dated: December 17, 2025
