Lightwave Logic Files 8-K: Material Agreement & Equity Sales

TL;DR

LWLG signed a big deal and sold some stock, check the filings.

AI Summary

Lightwave Logic, Inc. announced on December 15, 2025, that it entered into a material definitive agreement. The company also disclosed unregistered sales of equity securities and provided a Regulation FD disclosure. The filing includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate activity, including a new material agreement and equity transactions, which could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce financial and operational risks.

Key Players & Entities

• Lightwave Logic, Inc. (company) — Registrant
• December 15, 2025 (date) — Date of earliest event reported
• Nevada (jurisdiction) — State of incorporation
• 001-40766 (identifier) — SEC file number

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share LWLG The Nasdaq Stock Mar
• $3.00 — on Stock"), at a price to the public of $3.00 per share (the "Offering"). Pursuant to
• $32.8 m — ny from the Offering were approximately $32.8 million, after deducting underwriting dis
• $3.45 — ely exercisable at an exercise price of $3.45 per share during the five-year period f

Filing Documents

• lwlg_8k.htm (8-K) — 34KB
• ex1x1.htm (EX-1.1) — 215KB
• ex4x1.htm (EX-4.1) — 71KB
• ex5x1.htm (EX-5.1) — 7KB
• ex99x1.htm (EX-99.1) — 9KB
• ex99x2.htm (EX-99.2) — 9KB
• image_001.jpg (GRAPHIC) — 4KB
• 0001079973-25-001867.txt ( ) — 603KB
• lwlg-20251217.xsd (EX-101.SCH) — 3KB
• lwlg-20251217_lab.xml (EX-101.LAB) — 33KB
• lwlg-20251217_pre.xml (EX-101.PRE) — 22KB
• lwlg_8k_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

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

02. Unregistered Sales of Equity Securities

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.

01. Regulation

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.

01. Financial Statements and Exhibits

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

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

View Full Filing

View this 8-K filing on SEC EDGAR