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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 20, 2026
Lightwave Logic, Inc.
(Exact name of registrant as specified in its charter)
| Nevada | 001-40766 | 82-0497368 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
369 Inverness Parkway, Suite 350, Englewood, CO 80112
(Address of principal executive offices, including Zip Code)
(720) 340-4949
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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, par value $0.001 per share | LWLG | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark 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. ☐
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 |
||
| Title: | Principal Financial Officer and Principal Accounting Officer |
||
Exhibit 5.1
April 20, 2026
Lightwave Logic, Inc.
369 Inverness Parkway, Suite 350
Englewood, Colorado 80112
Re: Prospectus Supplement
Ladies and Gentlemen:
We have acted as special counsel for Lightwave Logic, Inc. (the “Company”) in connection with the prospectus supplement dated April 20, 2026 (“Prospectus Supplement No. 1”) filed pursuant to Rule 424(b)(5) of the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended, (the “Securities Act”) relating to the registration of up to $49,326,334 in shares of the Company’s common stock, par value $0.001 per share (the “Shares”). Prospectus Supplement No. 1 amends and supplements the Registration Statement on Form S-3 (File No. 333-281059), declared effective on August 5, 2024 (the “Registration Statement”), and the prospectus supplement dated August 9, 2024 (the “Prospectus Supplement”). The Shares are being sold and issued pursuant to a Sales Agreement between the Company and Roth Capital Partners, LLC dated December 9, 2022, as amended by that certain Amendment to Sales Agreement dated as of April 20, 2026 (as amended, the “Sales Agreement”). Capitalized terms used in this letter which are not otherwise defined shall have the meanings given to such terms in the Prospectus Supplement.
You have requested our opinion as to the matters set forth below in connection with the Prospectus Supplement No. 1. For purposes of rendering this opinion, we have examined the Registration Statement, Prospectus Supplement No. 1, the Prospectus Supplement, the Sales Agreement, the Company’s articles of incorporation, as amended, bylaws, as amended, and the corporate action of the Company that provides for the issuance of the Shares, and we have made such other investigation as we have deemed appropriate. We have examined and relied upon certificates of public officials and, as to certain matters of fact that are material to our opinion, we have also relied on certificates made by officers of the Company. In rendering our opinion, in addition to the assumptions that are customary in opinion letters of this kind, we have assumed the genuineness of signatures on the documents we have examined, the conformity to authentic original documents of all documents submitted to us as copies, and that the Company will have sufficient authorized and unissued shares of common stock available with respect to any of the Shares issued after the date of this letter. We have not verified any of these assumptions.
Snell & Wilmer | 5520 Kietzke Lane | Suite 200 | Reno, NV 89511-3041 SWLAW.COM This opinion is rendered as of the date of this letter and is limited to matters of Nevada corporate law, including applicable provisions of the Nevada Constitution and reported judicial decisions interpreting those laws.
We express no opinion as to the laws of any other state, the federal law of the United States, or the effect of any applicable federal or state securities laws.
Based upon and subject to the foregoing, it is our opinion that the Shares were duly authorized for issuance by the Company, and when issued in accordance with the terms of the Sales Agreement, will be validly issued, fully paid, and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Company’s Current Report on Form 8-K to be filed with the SEC. We further consent to the reference to our firm under the caption “Legal Matters” in Prospectus Supplement No. 1. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations under such act.
Very truly yours,
/s/ Snell & Wilmer L.L.P.
Snell & Wilmer L.L.P.
Exhibit 10.1
LIGHTWAVE LOGIC, INC.
AMENDMENT TO SALES AGREEMENT
THIS AMENDMENT (this “Amendment”) is entered into by and between Lightwave Logic, Inc., a Nevada corporation (the “Company”) and Roth Capital Partners, LLC (the “Agent”) as of this 20th day of April, 2026.
RECITALS
A. The Company previously entered into that certain Sales Agreement, dated December 9, 2022 (the “Sales Agreement”) by and between the Company and Agent.
B. The Company and Agent now wish to amend the Sales Agreement as set forth in this Amendment.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and Agent hereby agrees as follows:
| 1. | Effective as of the date of this Amendment, all references in the Sales Agreement to “$35,000,000” shall be revised to $51,404,500. |
| 2. |
Effective as of the date of this Amendment, Schedule 2 of the Sales Agreement shall be deleted in its entirety and replaced with the following:
The Company shall pay to the Agent in cash, upon each sale of Placement Shares pursuant to this Agreement, an amount up to 3% of the gross proceeds from each sale of Placement Shares |
| 3. | No Other Modifications. Except for the rights expressly waived, amended or modified herein, the Sales Agreement shall each remain in full force and effect. |
| 4. | No Third Party Beneficiaries. This Amendment is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person. |
| 5. | Counterparts. This Amendment may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile signature or signature delivered by e-mail in a “.pdf” format data file, including any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com, www.echosign.adobe.com, etc., shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original signature. |
| 6. | Severability. If any provision of this Amendment is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions of this Amendment so long as this Amendment as so modified continues to express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s). |
| 7. | Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Amendment and the consummation of the transactions contemplated hereby. |
| 8. | Governing Law; Jurisdiction; Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Amendment shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Amendment and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. |
[The remainder of the page is intentionally left blank]
IN WITNESS WHEREOF, the Company and the Agent hereby execute this Amendment as of the date first above written.
LIGHTWAVE LOGIC, INC.
By:__/s/ Yves LeMaitre________________
Name: Yves LeMaitre
Title: Chief Executive Officer & President
ROTH CAPITAL PARTNERS, LLC
By:__/s/ Aaron Gurewitz_______________
Name: Aaron M. Gurewitz
Title: Co-Chief Executive Officer & Head of Investment Banking
[Signature page to Amendment]