Lightwave Logic Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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Item 1.01. Entry into a Material Definitive Agreement.
On April 20, 2026, Lightwave Logic, Inc. (the “Company”) entered into an amendment to its sales agreement (as amended, the “Sales Agreement”) with Roth Capital Partners, LLC, as sales agent, to, among other things, increase the amount of shares of common stock that may be sold under the Sales Agreement to $51,404,500. Since our entry into the Sales Agreement, we have offered and sold 8,079,319 shares of common stock for gross proceeds of approximately $35 million.
The issuance of the shares under the Sales Agreement have been registered pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-281059) (the “Registration Statement”), and the related base prospectus included in the Registration Statement, as supplemented by a prospectus supplement filed on August 9, 2024 and a prospectus supplement filed on April 21, 2026. The legal opinion of Snell & Wilmer L.L.P. relating to the legality of the issuance and sale of the shares under the Sales Agreement is attached as Exhibit 5.1 to this Current Report on Form 8-K.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any shares of the Company’s common stock, nor shall there be any offer, solicitation or sale of shares of the Company’s common stock in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit No. | Description | |
| 5.1 | Legal Opinion of Snell & Wilmer L.L.P. | |
| 10.1 | Amendment to Sales Agreement by and between the Company and Roth Capital Partners, LLC, dated April 20, 2026. | |
| 23.1 | Consent of Snell & Wilmer L.L.P. (included in Exhibit 5.1). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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. | |||
| Dated: April 21, 2026 | By: | /s/ Snizhana Quan | |
| Name: | Snizhana Quan |
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| Title: | Principal Financial Officer and Principal Accounting Officer |
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