Lightwave Logic (NASDAQ: LWLG) Terminates $30M Equity Purchase Agreement

Rhea-AI Filing Summary

Lightwave Logic, Inc. terminated its stock purchase arrangement with Lincoln Park Capital Fund, LLC that had allowed the company to sell up to $30 million of common stock over a 36-month term. The company delivered notice on December 12, 2025, with the termination effective on December 15, 2025, as permitted by the contract.

The Purchase Agreement, originally dated March 17, 2025, gave Lightwave Logic the right, but not the obligation, to direct Lincoln Park to buy shares from time to time and could be ended by the company for any reason with one business day’s notice. Certain provisions continue to apply after termination, as described in the original agreement.

Insights

Equity capital structure analyst

Lightwave Logic ends a $30 million common stock purchase arrangement with Lincoln Park.

The company had a Purchase Agreement dated March 17, 2025 that allowed it to sell up to $30 million of common stock to Lincoln Park over a 36-month term. This structure provided a contractual right to issue shares to a single investor from time to time, within agreed conditions and limits.

On December 12, 2025, Lightwave Logic notified Lincoln Park that it was terminating the agreement, effective December 15, 2025, using its contractual right to end the arrangement with one business day’s notice. After the Termination Date, the company no longer has this specific mechanism to direct share purchases by Lincoln Park, although certain provisions of the agreement continue in effect as set out in the original contract.

8-K Event Classification

Item 1.02 — Termination of a Material Definitive Agreement

1 item

Item 1.02 Termination of a Material Definitive Agreement Business

A significant contract was terminated, which may affect business operations or revenue.

Understanding 8-K Material Events →

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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) December 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 1.02 Termination of a Material Definitive Agreement.

On December 12, 2025, Lightwave Logic, Inc. (the "Company") delivered notice to Lincoln Park Capital Fund, LLC ("Lincoln Park") terminating the Purchase Agreement, dated March 17, 2025 (the "Purchase Agreement"), with Lincoln Park effective December 15, 2025 (the "Termination Date"). The Purchase Agreement provided that, upon the terms and subject to the conditions and limitations set forth therein, the Company had the right to sell to Lincoln Park up to $30 million of shares of the Company's common stock, par value $0.001 per share ("Common Stock"), from time to time over the 36-month term of the Purchase Agreement. The Purchase Agreement provided the Company could terminate the Purchase Agreement for any reason or for no reason with one business day notice to Lincoln Park. Certain provisions in the Purchase Agreement survive termination, as more fully described in the Purchase Agreement.

The description above of the Purchase Agreement contained in this Current Report on Form 8-K does not purport to be complete and is qualified in its entirety by reference to the copy of the Purchase Agreement filed as Exhibit 10.33 to the Annual Report on Form 10-K on March 18, 2025.

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 15, 2025 

FAQ

What agreement did Lightwave Logic (LWLG) terminate in December 2025?

Lightwave Logic terminated its Purchase Agreement with Lincoln Park Capital Fund, LLC, which governed potential sales of the company’s common stock to Lincoln Park.

How large was the stock purchase commitment under Lightwave Logics agreement with Lincoln Park?

The Purchase Agreement allowed Lightwave Logic to sell up to $30 million of its common stock to Lincoln Park over the 36-month term.

When does the termination of the Lincoln Park Purchase Agreement become effective?

The termination of the Purchase Agreement is effective on December 15, 2025, following notice delivered on December 12, 2025.

Did Lightwave Logic have discretion to end the Lincoln Park Purchase Agreement?

Yes. The Purchase Agreement allowed Lightwave Logic to terminate it for any reason or no reason with one business days notice to Lincoln Park.

Do any terms of the Lincoln Park agreement continue after termination?

Yes. The company states that certain provisions in the Purchase Agreement survive termination, as described in the original contract.

What type of securities were covered by Lightwave Logics Purchase Agreement with Lincoln Park?

The Purchase Agreement covered potential sales of shares of Lightwave Logics common stock, par value $0.001 per share, to Lincoln Park.