Lightwave Logic, Inc. 10-Q

Item 5 Other Information Amendment and Restatement of Bylaws On November 9, 2023, the Board of Directors amended and restated the Company’s restated bylaws (the “ Bylaws ”), effective immediately, primarily to: (i) amend the advance notice provision for stockholder nominations and proposals, and insert additional provisions, including, (a) updating the deadline for stockholders to submit notice to the Company of nominations and proposals (other than a stockholder proposal submitted under Rule 14a-8 of the Securities Exchange Act of 1934, as amended) to be not less than 120 days nor more than 150 days prior to the one-year anniversary of the Company’s proxy statement for the annual meeting for the preceding year, (b) requiring matters to be brought before an annual meeting to be brought only by a stockholder who is a stockholder of record of the Company, (c) requiring the inclusion of certain information about the stockholder and any Interested Person as defined in the Bylaws, (d) compliance with other matters and the submission of certain information, all as more fully described in the bylaws; (iii) amend the range of dates that the Board may fix as the record date for a meeting, (iv) amend the maximum age of directors, (v) amend the voting threshold to remove a director from office, (vi) make other changes to reflect updates in technology, and (vii) make other ministerial and conforming changes. Pursuant to the Bylaws, s tockholder proposals (including recommendations of nominees for election to the board of directors), other than a stockholder proposal submitted pursuant to SEC Rule 14a-8, in order to be voted on at the 2024 Annual Meeting, must be received by us not earlier than November 16, 2023 and not later than December 16, 2023 being, respectively, 150 days and 120 days prior to the one-year anniversary of the Company’s proxy statement for the annual meeting for the preceding year. Trading Arrangements Insider Trading Arrangements On July 19, 2023, Fred Leonberger, a member of our Company’s Board of Directors, adopted a non-Rule 10b5–1 trading arrangement as defined in Item 408(c) of Regulation S-K. The arrangement provided for the sale of 49,000 shares of the Company’s common stock and it terminated on July 19, 2023, after all of the shares were sold. The trading arrangement was adopted during an open trading window and satisfied the Company’s policies regarding insider transactions. Item 6 Exhibits The following exhibits are included herein: Exhibit No. Description of Exhibit Location 3.1 Amended and Restated Bylaws Filed herewith 31.1 Certification pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, executed by the Principal Executive Officer of the Company. Filed herewith 31.2 Certification pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, executed by the Principal Financial Officer of the Company. Filed herewith 32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by the Principal Executive Officer of the Company. Furnished herewith 32.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by the Principal Financial Officer of the Company. Furnished herewith 101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) Filed herewith 101.SCH Inline XBRL Taxonomy Extension Schema Document Filed herewith 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document Filed herewith 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document Filed herewith 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document Filed herewith 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document Filed herewith 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) Filed herewith 41 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 thereunto duly authorized. LIGHTWAVE LOGIC, INC. Registrant By: /s/ Michael S. Lebby Michael S. Lebby, Chief Executive Officer (Principal Executive Officer) Date: November 9, 2023 By: /s/ James S. Marcelli James S. Marcelli, President, Chief Operating Officer (Principal Financial Officer) Date: November 9, 2023