Lightwave Logic, Inc. 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31 , 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________________________to________________________ Commission file number: 001-40766 Lightwave Logic, Inc. (Exact name of registrant as specified in its charter) Nevada 82-0497368 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 369 Inverness Parkway , Suite 350 , Englewood , CO 80112 (Address of principal executive offices) (Zip Code) (Registrant’s Telephone Number, including Area Code): 720 - 340-4949 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, $0.001 par value per share LWLG The NASDAQ Stock Market Securities registered pursuant to section 12(g) of the Act: None Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒ Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☐ If an emerging growth company, indicate by checkmark 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. ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act of 1934). Yes ☐ No ☒ The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was approximately $ 358,611,406 as of June 30, 2024. As of March 18, 2025, there were 124,799,620 shares outstanding of the registrant’s common stock, $.001 par value. Documents incorporated by reference . Portions of the registrant’s Definitive Proxy Statement for the registrant’s 2025 Annual Meeting of Shareholders are incorporated by reference in Part III of this report. The Definitive Proxy Statement or an amendment to this Form 10-K will be filed with the Securities and Exchange Commission within 120 days after the registrant’s fiscal year ended December 31, 2024. Stephano Slack LLC Wayne, Pennsylvania 3523 Auditor Location PCAOB ID Number EXPLANATORY NOTE Lightwave Logic, Inc., Inc. (the “ Company ”) is filing this Amendment No. 1 on Form 10-K/A (“ Amendment ”) to amend its Annual Report on Form 10-K for the year ended December 31, 2024 (the “ Form 10-K ”), which was originally filed with the Securities and Exchange Commission on March 18, 2025. The purpose of this Amendment is solely to file Exhibits 1.1 and 10.35, which were inadvertently omitted from the originally filed Form 10-K. This Amendment speaks as of the original filing date and does not reflect events occurring after the filing of the Form 10-K or modify or update disclosures that may be affected by subsequent events. No revisions are being made to the Company’s financial statements or any other disclosure contained in the Form 10-K. Our independent registered public accounting firm is Stephano Slack LLC - PCAOB ID Number 3523. This Amendment is an exhibit-only filing. Except for the inclusion of Exhibits 1.1 and 10.35, this Amendment does not otherwise update any exhibits as originally filed or previously amended. In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by the Company’s principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment pursuant to Rule 13a-14(a) and 15d-14(a) of the Exchange Act. The Company is not including certifications pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as no financial statements are being filed with this Amendment. i Item 15. Exhibits and Financial Statement Schedules (a) The following Audited Financial Statements are filed as part of this Form 10-K Report: Report of Independent Registered Public Accounting Firm Balance Sheets Statements of Comprehensive Loss Statement of Stockholders’ Equity Statements of Cash Flows Notes to Financial Statements (b) The following exhibits are filed as part of this report. Exhibit No. Description of Exhibit Location 1.1 Sales Agreement, dated as of December 9, 2022, by and between the Company and Roth Capital Partners, LLC Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on December 9, 2022 3.1 Articles of Incorporation Incorporated by reference to Company’s Form 10-SB as filed with the SEC on April 13, 2007 3.2 Certificate of Amendment to Articles of Incorporation Incorporated by reference to Company’s Definitive Schedule 14C Information Statement as filed with the SEC on February 19, 2008 3.3 Certificate of Amendment to Articles of Incorporation Incorporated by reference to Company’s Form S-1 Registration Statement as filed with the SEC on August 3, 2015 3.4 Second Amended and Restated Bylaws – June 18, 2024 Incorporated by reference to the Company’s Form 10-Q as filed with the SEC on June 25, 2024 4.1 Description of Registrant’s Securities Filed with the Form 10-K 10.1 Employee Agreement - Yves Lemaitre Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on December 13, 2024. 10.2 Employee Agreement - Thomas Zelibor Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on December 13, 2024 10.3 Employee Agreement - James Marcelli Incorporated by reference to Company’s Form 10-Q as filed with the SEC on August 12, 2015 10.4 Employee Agreement Amendment - James Marcelli Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on April 20, 2021 10.5 Employee Agreement Amendment - James Marcelli Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on January 21, 2022 10.6 Employee Agreement Amendment – James Marcelli Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on April 27, 2023 10.7 Employee Agreement Amendment – James S. Marcelli Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on June 25, 2024 10.8 Employee Agreement – Michael Lebby Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on March 22, 2017 10.9 Employee Agreement Amendment - Michael Lebby Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on April 20, 2021 10.10 Employee Agreement Amendment - Michael Lebby Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on January 21, 2022 10.11 Employee Agreement Amendment – Michael Lebby Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on April 27, 2023 10.12 Employee Agreement Amendment – Michael Lebby Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on June 25, 2024 10.13 Form of Executive Paid Time Off Waiver Agreement Incorporated by reference to the Company’s Form 10-K as filed with the SEC on March 16, 2018 10.14 Form of Director Agreement Incorporated by reference to the Company’s Form 10-K as filed with the SEC on March 16, 2018 10.15 Form of Director and Officer Indemnification Agreement Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on January 21, 2022 10.16 Form of Director’s Non-Disclosure Agreement Incorporated by reference to the Company’s Form 10-K as filed with the SEC on March 16, 2018 1 Exhibit No. Description of Exhibit Location 10.17 Operations Committee Charter Incorporated by reference to the Company’s Form 10-Q as filed with the SEC on August 15, 2016 10.18 Statement of Operations Committee Work - Frederick J. Leonberger Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on April 3, 2017 10.19 Statement of Operations Committee Work - Siraj Nour El-Ahmadi Incorporated by reference to the Company’s Form 10-K as filed with the SEC on March 31, 2021 10.20 2007 Employee Stock Plan Incorporated by reference to Company’s Definitive Schedule 14C Information Statement as filed with the SEC on February 19, 2008 10.21 2007 Employee Stock Plan Amendment Incorporated by reference to Company’s Definitive Schedule 14A Proxy Statement as filed with the SEC on July 22, 2014 10.22 2016 Equity Incentive Plan Incorporated by reference to Appendix A to the Company’s Definitive Schedule 14A filed with the SEC on April 20, 2016 10.23 2016 Equity Incentive Plan Amendment Incorporated by reference to Appendix A to the Company’s Definitive Schedule 14A filed with the SEC on April 12, 2019 10.24 2016 Equity Incentive Plan Amendment No. 2 Incorporated by reference to Appendix A to the Company’s Definitive Schedule 14A filed with the SEC on April 14, 2023 10.25 Form of Non-qualified Stock Option Award Agreement - Employees Incorporated by reference to the Company’s Annual Report on Form 10-K as filed with the SEC on March 17, 2017 10.26 Form of Non-qualified Stock Option Award Agreement - Executive Officers Incorporated by reference to the Company’s Annual Report on Form 10-K as filed with the SEC on March 17, 2017 10.27 Form of Non-qualified Stock Option Award Agreement - Non Employee Directors Incorporated by reference to the Company’s Annual Report on Form 10-K as filed with the SEC on March 17, 2017 10.28 Form of Restricted Stock Award Agreement -Non Employee Directors Incorporated by reference to the Company’s Annual Report on Form 10-K as filed with the SEC on March 1, 2022 10.29 Lease Agreement dated October 26, 2017 Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on November 2, 2017 10.30 First Amendment to the October 26, 2017 Lease Agreement dated November 22, 2022 Incorporated by reference to Company’s Form 10-K as filed with the SEC on March 1, 2023 10.31 Purchase Agreement, dated February 28, 2023, by and between the Company and Lincoln Park Incorporated by reference to Company’s Form 10-K as filed with the SEC on March 1, 2023 10.32 Registration Rights Agreement, dated February 28, 2023, by and between the Company and Lincoln Park Incorporated by reference to Company’s Form 10-K as filed with the SEC on March 1, 2023 10.33 Purchase Agreement, dated March 17, 2025, by and between the Company and Lincoln Park Filed with the Form 10-K 10.34 Registration Rights Agreement, dated March 17, 2025, by and between the Company and Lincoln Park Filed with the Form 10-K 10.35+ Consulting Agreement dated December 11, 2024 - Siraj Nour El-Ahmadi Filed herewith 14.1 Code of Ethics and Business Conduct Incorporated by reference to the Company’s Form 10-K as filed with the SEC on March 16, 2018 16.1 Letter from Morison Cogen LLP to the Securities and Exchange Commission dated October 4, 2024 Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on October 4, 2024 19.1 Insider Trading Policy Incorporated by reference to the Company’s Form 10-K as filed with the SEC on February 29, 2024 21.1 Subsidiaries of the Registrant Incorporated by reference to the Company’s Form 10-K as filed with the SEC on February 29, 2024 2 Exhibit No. Description of Exhibit Location 23.1 Consent of Independent Registered Public Accounting Firm - Stephano Slack LLC Filed with the Form 10-K 23.2 Consent of Independent Registered Public Accounting Firm - Morison Cogen LLP Filed with the Form 10-K 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 with the Form 10-K 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 with the Form 10-K 97.1 Compensation Clawback Policy Incorporated by reference to the Company’s Form 10-K as filed with the SEC on February 29, 2024 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) 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) + Certain identified portions of this exhibit have been omitted in accordance with Item 601(b)(10)(iv) of Regulation S-K. 3 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. By: /s/ James S. Marcelli James S. Marcelli, Chief Financial Officer, Chief Operating Officer (Principal Financial Officer) Date: March 27, 2025 4