false
0001325964
0001325964
2026-09-23
2026-09-23
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) September
23, 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 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Edward Kennedy to Board
of Directors
On
September 23, 2026, the Board of Directors (the “Board”) of Lightwave Logic, Inc. (the “Company”)
appointed Edward Kennedy to the Board to serve as a Class I director to fill a vacancy created by an increase in the size of the Board
from six members to seven members, effective September 23, 2026.
Mr.
Kennedy is a seasoned public and private company executive and board director with more than 30 years of experience across telecom, networking
and enterprise infrastructure. Since 2018, Mr. Kennedy
has been serving as a principal of Kenko Partners. From 2017 to 2018, Mr. Kennedy served
as the Chief Executive Officer of CENX, Inc., which was acquired by Ericsson in 2018. Prior to CENX, Mr. Kennedy was the Chief Executive
Officer of Tollgrade Communications (formerly NASDAQ: TLGD) from 2010 to 2017. Mr. Kennedy holds a Bachelor of Science degree in
electrical engineering from Virginia Polytechnic Institute and State University.
There
are no arrangements or understandings between Mr. Kennedy and any other person pursuant to which he was selected as a director of the
Company. As of the date of this Current Report, Mr. Kennedy has not been appointed to serve on any committee of the Board. Mr. Kennedy
will be compensated similarly to the other non-employee directors of the Company, as described in the Company’s definitive proxy
statement filed with the Securities and Exchange Commission on April 10, 2026. Mr. Kennedy does not have any direct or indirect material
interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 7.01. Regulation
FD Disclosure.
On September 29, 2026, the
Company issued a press release regarding the appointment of Mr. Kennedy to the Board. A copy of the foregoing press release is attached
as Exhibit 99.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated by reference herein.
The information set forth
under Item 7.01 of this Current Report, including Exhibit 99.1 attached hereto, is being furnished and 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 such section.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| |
|
|
| 99.1 |
|
Press Release of Lightwave Logic, Inc. dated September
29, 2026 |
| 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. |
|
| |
|
|
|
| Dated: September 29, 2026 |
By: |
/s/ Yves LeMaitre |
|
| |
Name: |
Yves LeMaitre |
|
| |
Title: |
Chief Executive Officer |
|
Exhibit 99.1
Lightwave Logic,
Inc. Appoints Edward H. Kennedy to its Board of Directors
ENGLEWOOD, Colo., September 29, 2026 -- Lightwave
Logic, Inc. (NASDAQ: LWLG) (the “Company”), a technology platform company leveraging its proprietary electro-optic
(EO) polymers to enable next-generation photonic devices, today announced that Edward H. Kennedy has been appointed to the company’s
Board of Directors, effective September 23, 2026. His appointment expands the composition of the board to 7 members.
“Ed brings a highly relevant combination
of telecom and networking experience, public-company leadership and a strong track record of guiding businesses through periods of growth,
transformation and strategic change,” said Ronald Bucci, Chairman of Lightwave Logic. “His perspective will be valuable as
Lightwave Logic advances its commercial strategy and strengthens its capabilities as a public company. We are very pleased to welcome
him to the Board.”
Mr. Kennedy is a seasoned public and private company
executive with more than 30 years of experience across telecom, networking and enterprise infrastructure. He currently serves as Principal
of Kenko Partners. Previously, he served as Chief Executive Officer of CENX, Inc., which was acquired by Ericsson in 2018, and as Chief
Executive Officer of Tollgrade Communications, where he led the company through its take-private transaction with Golden Gate Capital.
Earlier in his career, Mr. Kennedy served as Chief Executive Officer of Rivulet Communications, President of Tellabs North American Operations,
co-founder and senior executive of Ocular Networks, and in executive roles at Alcatel and Newbridge Networks. Across these roles, he has
developed extensive experience leading public and private companies through periods of strategic and operational change, including corporate
transformations, M&A transactions and the evaluation and execution of strategic alternatives.
Mr. Kennedy also brings significant public-company
board and governance experience. He has served on the Board of Directors of Extreme Networks since 2011. His prior board service includes
Visual Networks, Hatteras Networks, Imagine Communications and Avizia.
“I’m excited to join Lightwave Logic’s
board at an important stage in the Company’s development,” said Mr. Kennedy. “The rapid growth of artificial intelligence
is driving unprecedented demand for faster, more energy-efficient data movement within and between data centers. I look forward to working
with the board and management team as Lightwave Logic advances its commercial strategy and positions its proprietary electro-optic polymer
platform to help address this critical infrastructure need.”
About Lightwave Logic, Inc.
Lightwave Logic, Inc. (NASDAQ:LWLG) is a technology
platform company pioneering the development of proprietary electro-optic polymers that enable ultra-high-speed data transmission with
low power consumption and compact form factors. These materials power next-generation photonic devices for telecommunications, data centers,
and emerging AI infrastructure. Visit www.lightwavelogic.com for more information.
Safe Harbor Statement
The information posted in this release may contain
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify these statements
by use of the words "may," "will," "should," "plans," "explores," "expects,"
"anticipates," "continue," "estimate," "project," "intend," and similar expressions.
Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected or
anticipated. These risks and uncertainties include, but are not limited to, lack of available funding; general economic and business conditions;
competition from third parties; intellectual property rights of third parties; regulatory constraints; changes in technology and methods
of marketing; delays in completing various engineering and manufacturing programs; changes in customer order patterns; changes in product
mix; success in technological advances and delivering technological innovations; shortages in components; production delays due to performance
quality issues with outsourced components; those events and factors described by us in Item 1.A "Risk Factors" in our most recent
Form 10-K and 10-Q; other risks to which our Company is subject; and other factors beyond the Company's control.
Contacts:
Nick Teves or Ross Collins
Alpha IR Group for Lightwave Logic
lwlg@alpha-ir.com
312-445-2870
