Lightwave Logic Announces Corporate Changes and Officer/Director Updates

TL;DR

LWLG reshuffled execs and board, changed bylaws, and might be changing fiscal year. Big governance shakeup.

AI Summary

Lightwave Logic, Inc. announced on June 18, 2024, a series of significant corporate actions. These include material modifications to the rights of security holders, the departure of directors or certain officers, the election of new directors, and the appointment of new officers. The company also reported on compensatory arrangements for certain officers and amendments to its articles of incorporation or bylaws, alongside a change in its fiscal year.

Why It Matters

These changes could impact the company's governance, strategic direction, and potentially its financial reporting structure, requiring investor attention.

Risk Assessment

Risk Level: medium — Changes in directors, officers, and corporate governance documents can signal shifts in strategy or internal dynamics that may affect future performance.

Key Players & Entities

• Lightwave Logic, Inc. (company) — Filer of the 8-K report
• June 18, 2024 (date) — Earliest event date reported
• NV (state) — State of incorporation
• ENGLEWOOD (city) — Business and mail address city
• CO (state) — Business and mail address state
• 80112 (zip_code) — Business and mail address zip code

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share LWLG The Nasdaq Stock Mar
• $441,000 — (i) change's Dr. Lebby's base salary to $441,000 per year, effective January 1, 2024; an
• $220,500 — annual (i) cash bonus target amount at $220,500 and (ii) non-cash bonus target amount a
• $220,500 b — nd (ii) non-cash bonus target amount at $220,500 based on the Company achieving targets as
• $5.00 — mon stock at an exercise price equal to $5.00 per share. The options vest as follows:
• $385,875 — change's Mr. Marcelli's base salary to $385,875 per year, effective January 1, 2024; an
• $192,938 — annual (i) cash bonus target amount at $192,938 and (ii) non-cash bonus target amount a

Filing Documents

• lwlg_8k.htm (8-K) — 33KB
• ex3x1.htm (EX-3.1) — 115KB
• ex10x1.htm (EX-10.1) — 8KB
• ex10x2.htm (EX-10.2) — 8KB
• 0001079973-24-000957.txt ( ) — 372KB
• lwlg-20240618.xsd (EX-101.SCH) — 3KB
• lwlg-20240618_lab.xml (EX-101.LAB) — 33KB
• lwlg-20240618_pre.xml (EX-101.PRE) — 22KB
• lwlg_8k_htm.xml (XML) — 5KB

03 Material Modification To

Item 3.03 Material Modification To Rights Of Security Holders. To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

02 Departure

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Dr. Michael S. Lebby On June 18, 2024, Lightwave Logic, Inc. (the "Company") entered into an employee agreement amendment with Dr. Michael S. Lebby, the Company's Chief Executive Officer. The employee agreement amendment (i) change's Dr. Lebby's base salary to $441,000 per year, effective January 1, 2024; and (ii) sets Dr. Lebby's annual (i) cash bonus target amount at $220,500 and (ii) non-cash bonus target amount at $220,500 based on the Company achieving targets as shall be set by the Board of Directors. Dr. Lebby was also granted an option to purchase up to 150,000 shares of Company common stock at an exercise price equal to $5.00 per share. The options vest as follows: 75,000 options vest on June 18, 2024 , with the remaining options vesting in 6 equal monthly installments beginning on July 1, 2024. The options expire on June 17, 2034. The description of Dr. Lebby's employee agreement amendment is not complete and is qualified in its entirety by reference to the employee agreement amendment attached hereto as Exhibit 10.1 , which is incorporated herein by reference. James S. Marcelli On June 18, 2024, the Company entered into an employee agreement amendment with James S. Marcelli, the Company's President and Chief Operating Officer. The employee agreement amendment (i) change's Mr. Marcelli's base salary to $385,875 per year, effective January 1, 2024; and (ii) sets Mr. Marcelli's annual (i) cash bonus target amount at $192,938 and (ii) non-cash bonus target amount at $192,938 and will be based on the Company achieving targets as shall be set by the Board of Directors. Mr. Marcelli was also granted an option to purchase up to 120,000 shares of Company common stock at an exercise price equal to $5.00 per share. The options vest as follows: 60,000 options vest on June 18, 2024 , with the remaining o

03 Amendments To Articles

Item 5.03 Amendments To Articles Of Incorporation Or Bylaws; Change In Fiscal Year. On June 18, 2024 , the Amended and Restated Bylaws (the "Bylaws") of the Company were amended and restated in their entirety (the "Second Amended and Restated Bylaws") by the Company's Board of Directors, in accordance with the Bylaws. The Second Amended and Restated Bylaws are effective immediately. Article I, Section 7 of the Second Amended and Restated Bylaws amended and restated that same section of the Bylaws to provide more consistent voting standards f or matters submitted to the stockholders of the Company. The description of the Second Amended and Restated Bylaws is not complete and is qualified in its entirety by reference to the Second Amended and Restated Bylaws attached hereto as Exhibit 3.1 , which is incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit No. Description 3.1 Second Amended and Restated Bylaws – June 18, 2024 10.1 Employee Agreement Amendment – Dr. Michael S. Lebby 10.2 Employee Agreement Amendment – James S. Marcelli 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: President Dated: June 25, 2024