Restatement of Q2 2025 results at Lightwave Logic (NASDAQ: LWLG)

Rhea-AI Filing Summary

Lightwave Logic, Inc. reported that its previously issued financial statements for the quarter ended June 30, 2025 should no longer be relied upon. The audit committee, after consulting with management, found that the company had incorrectly expensed part of the value of net shares issued in non-cash stock option exercises as compensation expense.

The correction reduces non-cash compensation expense by $705,499 and records a corresponding decrease to additional paid-in capital for that quarter, which also decreases the reported net loss for the period. Lightwave Logic plans to file an amended Form 10-Q for the quarter ended June 30, 2025 to correct the error and update related disclosures, and management has discussed the issue with the company’s independent registered public accounting firm.

Positive

• None.

Negative

• Lightwave Logic’s audit committee determined that previously issued financial statements for the quarter ended June 30, 2025 should no longer be relied upon due to an error in accounting for non-cash stock option exercises, requiring a restatement and amended Form 10-Q.

Insights

Accounting and Disclosure Analyst

Lightwave Logic will restate Q2 2025 results after a non-cash stock-based compensation error.

The company’s audit committee determined that the June 30, 2025 quarterly financial statements should not be relied on because non-cash stock option exercises were improperly expensed as compensation. The error overstated non-cash compensation and, in turn, overstated the company’s net loss for that quarter.

The correction reduces non-cash compensation expense by $705,499, with an equal reduction to additional paid-in capital, and lowers the reported net loss for the period. Because this is a non-cash adjustment, it does not affect historical cash flows, but it is significant enough from a reporting standpoint to require an amended Form 10-Q.

Management has discussed the matter with the independent registered public accounting firm, which is a standard step when addressing an error in previously issued statements. Future filings, including the planned amendment for the quarter ended June 30, 2025, will show revised figures and related disclosures reflecting this adjustment.

8-K Event Classification

Item 4.02 — Non-Reliance on Previously Issued Financial Statements or a Related Audit Report

1 item

Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report Governance

Previously issued financial statements should no longer be relied upon due to errors or restatements.

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) January 16, 2026

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 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

On January 16, 2026, the Audit Committee of the Board of Directors of Lightwave Logic, Inc. (the “Company”), following consultation with management, concluded that the Company’s previously issued financial statements for the quarter ended June 30, 2025 should no longer be relied upon due to the Company having incorrectly expensed a portion of the value of the net shares issued by the Company in non-cash stock option exercises as compensation expense.

The Company determined that the value of the net shares issued in non-cash option exercises incorrectly expensed in the original filing overstated compensation expense. The correction decreased non-cash compensation expense by $705,499 and resulted in a corresponding decrease to additional paid-in capital for the period ended June 30, 2025. This non-cash adjustment also resulted in a corresponding decrease to net loss for the quarter.

The Company intends to file Amendment No. 1 to its Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, to correct this error and update related disclosures.

The Company’s management has discussed these matters with its independent registered public accounting firm.

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/ Snizhana Quan
Name:	Snizhana Quan
Title:	Principal Financial Officer and Principal Accounting Officer

Dated: January 20, 2026 

FAQ

Why did Lightwave Logic (LWLG) say its Q2 2025 financial statements should not be relied upon?

Lightwave Logic’s audit committee concluded that the financial statements for the quarter ended June 30, 2025 should not be relied upon because the company incorrectly expensed a portion of the value of net shares issued in non-cash stock option exercises as compensation expense.

What specific error did Lightwave Logic (LWLG) identify in its Q2 2025 results?

The company determined that it overstated non-cash compensation expense by improperly expensing part of the value of net shares issued in non-cash stock option exercises, which affected compensation expense, additional paid-in capital, and net loss for the quarter.

How much will Lightwave Logic adjust its non-cash compensation expense for Q2 2025?

The correction decreases Lightwave Logic’s non-cash compensation expense by $705,499 for the quarter ended June 30, 2025, with a corresponding decrease to additional paid-in capital.

How does this correction affect Lightwave Logic’s Q2 2025 net loss?

The non-cash adjustment that reduces compensation expense by $705,499 also results in a corresponding decrease to the company’s reported net loss for the quarter ended June 30, 2025.

What filing changes will Lightwave Logic (LWLG) make because of this accounting error?

Lightwave Logic intends to file Amendment No. 1 to its Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 to correct the error in stock-based compensation accounting and update related disclosures.

Did Lightwave Logic discuss the Q2 2025 error with its auditors?

Yes. The company states that its management has discussed the matters related to the error and planned correction with its independent registered public accounting firm.