Lightwave Logic Insider Filing: Marcelli Net-Settles 1.15M Option Shares

Rhea-AI Filing Summary

Lightwave Logic, Inc. (LWLG) – Form 4 insider activity

CFO/COO and Director James S. Marcelli disclosed two same-day transactions dated 17 June 2025 that altered his equity position:

• Option exercise (Code M): Marcelli exercised 1,150,000 employee stock options at an exercise price of $0.70, temporarily increasing his common-stock holdings to 1,439,700 shares.
• Share withholding (Code F): The issuer withheld 800,762 shares (valued at $1.27 per share) to cover the option-exercise price and associated tax obligations. This reduced Marcelli’s directly held shares to 638,938.

Residual positions:

• Common stock: 638,938 shares held directly after the transactions.
• Derivatives: 792,336 stock options still outstanding following the partial exercise; the exercised tranche originated from a 1 July 2015 grant.

This filing reflects a cashless/net-settled option exercise rather than an open-market sale. The net result is an incremental issuance of 349,238 shares to the executive, signalling retention of a meaningful equity stake while satisfying tax and exercise obligations internally. No new information on operational or financial performance is provided.

Insights

Securities Analyst

TL;DR: Routine net-settled option exercise; minimal market impact, shows insider retains sizeable position.

The Form 4 indicates CFO/COO Marcelli exercised 1.15 million options at $0.70 and surrendered 800,762 shares to cover costs, ending with 638,938 shares and 792,336 unexercised options. Because the disposition was issuer-withheld (Code F), no shares hit the open market, limiting supply effects. His continued ownership supports alignment with shareholders, but the transaction does not imply new valuation-relevant information. Overall, I view the disclosure as neutral for LWLG shares.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Marcelli James S.

(Last) (First) (Middle)

369 INVERNESS PARKWAY, SUITE 350

(Street)

ENGLEWOOD CO 80112

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Lightwave Logic, Inc. [ LWLG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CFO, COO

3. Date of Earliest Transaction (Month/Day/Year)
06/17/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/17/2025		M		1,150,000	A	$0.7	1,439,700	D
Common Stock	06/17/2025		F		800,762(1)	D	$1.27	638,938	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to Buy)	$0.7	06/17/2025		M			1,150,000	(2)	06/30/2025	Common Stock	1,150,000	$0.00	792,336	D

Explanation of Responses:

1. Represents shares withheld by the Issuer in connection with a net settlement of a stock option exercise. Shares were withheld for the payment of the exercise price and withholding taxes.

2. On July 1, 2015, the Issuer granted the reporting person an option to purchase up to 1,150,000 shares of Issuer common stock. All 1,150,000 options vest on July 1, 2015.

	/s/ James S. Marcelli	06/20/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

How many Lightwave Logic (LWLG) options did CFO James S. Marcelli exercise on 17 June 2025?

1,150,000 employee stock options were exercised at an exercise price of $0.70.

Did Marcelli sell LWLG shares in the open market?

No. Shares were withheld by the issuer (Code F) to cover the exercise price and taxes; no open-market sale occurred.

What is Marcelli’s current direct share ownership in LWLG after the transactions?

He now directly holds 638,938 common shares.

How many LWLG stock options does Marcelli still hold after the exercise?

He retains 792,336 unexercised options.

Is the Form 4 filing considered material to Lightwave Logic’s financial outlook?

The filing reflects a routine insider option exercise; it does not disclose operational or financial performance data and is generally viewed as neutral.