As filed with the Securities and Exchange Commission on June 30, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT
OF 1933
Lightwave Logic, Inc. |
(Exact name of registrant as specified in its charter) |
Nevada |
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82-049-7368 |
(State or other jurisdiction of
incorporation or organization) |
(I.R.S. Employer
Identification No.) |
369 Inverness Parkway, Suite 350
Englewood, Colorado |
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80112 |
(Address of principal executive offices) |
(Zip Code) |
2016 Equity Incentive Plan |
(Full title of the plan) |
James S. Marcelli
President
369 Inverness Parkway, Suite 350
Englewood, Colorado 80112
Telephone: (720) 340-4949 |
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Copy to:
David M. Bovi, Esq.
David M. Bovi, PA
2855 PGA Blvd., Suite 150
Palm Beach Gardens, FL 33410 |
(Name, address and telephone number of agent for service) |
(561) 655-0665 |
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 þ |
Accelerated filer o |
Non-accelerated filer o |
Smaller reporting company o |
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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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This Registration Statement on Form
S-8 is being filed by Lightwave Logic, Inc. (the “Company”) pursuant to General Instruction E to the Form S-8 Registration
Statement under the Securities Act of 1933, as amended, to register an additional 5,000,000 shares of common stock, par value $0.001 per
share (the “Common Stock”) which may be offered pursuant to the Company’s 2016 Equity Incentive Plan, as amended
(the “2016 Plan”).
The Company previously filed registration
statements on Form S-8 (File Nos. 333-213541 and 333-234737) on September
8, 2016 and November 15, 2019,
respectively, with the Securities and Exchange Commission (the “Commission”) to register an aggregate of 8,000,000
shares of Common Stock that were authorized for issuance under the Plan (collectively, the “Prior Registration Statements”).
Upon the effectiveness of this Registration Statement, an aggregate of 13,000,000 shares of Common Stock will be registered for issuance
from time to time under the 2016 Plan. Pursuant to General Instruction E to Form S-8, the contents of the Prior Registration Statements
are incorporated herein by reference except to the extent supplemented, amended or superseded by the information set forth herein. Only
those items of Form S-8 containing new information not contained in the Prior Registration Statements are presented herein.
INCORPORATION
BY REFERENCE
In accordance with General Instruction
E to Form S-8, the contents of the Prior Registration Statements, with respect to securities offered pursuant to the 2016 Plan, are
hereby incorporated by reference.
The following documents previously
filed by the Company with the Commission are incorporated herein by reference and shall be deemed to be a part hereof:
(1) The
Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the Commission on March 1,
2023;
(2) The
Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 filed with the Commission on May 10,
2023;
(3) The
Company’s Current Reports on Form 8-K filed with the Commission on March 3,
2023, March 20, 2023, April
27, 2023, May 25, 2023 and May
30, 2023 (provided that any portions of such reports that are deemed furnished and not filed pursuant to instructions to Form 8-K
shall not be incorporated by reference into this Registration Statement); and
(4) The
description of Common Stock set forth in Exhibit 4.1 to
the Company’s Annual Report on Form 10-K filed with the Commission on March 1, 2023 pursuant to Section 12(b) of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the
purpose of updating such description.
In addition, all documents that
the Company files pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the effective date of this Registration
Statement (except for any portions of the Company’s Current Reports on Form 8-K furnished pursuant to Item 2.02 or Item 7.01
thereof and any corresponding exhibits thereto not filed with the Commission), but prior to the filing of a post-effective amendment to
this Registration Statement indicating that all securities offered hereby have been sold or which deregisters all securities then remaining
unsold shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing
such documents.
For purposes of this Registration
Statement, any document or statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes such document or statement in such document. Any such statement
so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements of
the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Englewood, State of Colorado, on June 30, 2023.
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LIGHTWAVE LOGIC, INC. |
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By: |
/s/ Michael S. Lebby |
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Michael S. Lebby |
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Chief Executive Officer, |
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Principal Executive Officer |
Pursuant to the requirements of the Securities Act
of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.
Signature |
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Title |
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Date |
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/s/ Michael S. Lebby |
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Chief Executive Officer, Principal Executive Officer and Chairman of the Board of Directors |
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June 30, 2023 |
Michael S. Lebby |
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/s/ James S. Marcelli |
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President, Chief Operating Officer, Principal Financial Officer and Director |
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June 30, 2023 |
James S. Marcelli |
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/s/ Ronald A. Bucchi |
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Director |
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June 30, 2023 |
Ronald A. Bucchi |
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/s/ Siraj Nour El-Ahmadi |
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Director |
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June 30, 2023 |
Siraj Nour El-Ahmadi |
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/s/ Frederick J. Leonberger |
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Director |
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June 30, 2023 |
Frederick J. Leonberger |
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/s/ Craig Ciesla |
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Director |
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June 30, 2023 |
Craig Ciesla |
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Exhibit 5.1
LETTERHEAD OF DAVID M. BOVI, P.A.
June 30, 2023
Board of Directors
Lightwave Logic, Inc.
369 Inverness Parkway, Suite 350
Englewood, Colorado 80112
| | Registration Statement on Form S-8 |
Gentlemen:
We have acted as counsel for Lightwave
Logic, Inc., a Nevada corporation (the “Company”), with respect to certain legal matters in connection with the registration
by the Company under the Securities Act of 1933, as amended (the “Securities Act”), of the offer and sale of 5,000,000
shares of common stock, par value $0.001 per share, of the Company (the “Common Stock”) pursuant to the Lightwave Logic,
Inc. 2016 Equity Incentive Plan, as amended (the “Plan”). The shares of Common Stock that are to be issued under the
Plan are collectively referred to herein as the “Shares.”
In connection with the foregoing,
we have examined and are familiar with the Articles of Incorporation of the Company, as amended, the Restated Bylaws of the Company, the
corporate proceedings with respect to the issuance of the Shares, the registration statement on Form S-8 filed in connection with the
registration of the Shares (the “Registration Statement”), and such other certificates, instruments and documents as
we have considered necessary or appropriate for purposes of this opinion. In our examination of these documents, we have assumed, without
independent investigation, the genuineness of all signatures, the legal capacity of all individuals who have executed any of the documents,
the authenticity of all documents submitted to us as originals and the conformity to the original documents of all copies.
Based upon the foregoing, we
are of the opinion, as of the date hereof, that the Shares have been duly authorized and, when the Shares are issued in accordance with
the provisions of the Plan, as applicable, will be validly issued and are fully paid and non-assessable.
The opinion set forth above
is limited to the Federal laws of the United States of America and the Nevada Revised Statutes, as in effect on the date hereof.
We hereby consent to the filing
of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are within the category of
persons whose consent is required under Section 7 of the Securities Act and the rules and regulations thereunder.
Very truly yours,
/s/ David M. Bovi, P.A.
David M. Bovi, P.A.
EXHIBIT 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
The Board of Directors
Lightwave Logic, Inc.
We consent to the incorporation by reference in this Registration Statement
of Lightwave Logic, Inc. on Form S-8 to be filed on June 30, 2023 of our reports dated March 1, 2023, relating to the
financial statements of Lightwave Logic, Inc. and the effectiveness of internal control over financial reporting, which reports were included
in the Annual Report on Form 10-K filed March 1, 2023.
/s/ Morison Cogen LLP
Blue Bell, Pennsylvania
Date: June 30, 2023
Exhibit 107
Calculation of Filing Fee Tables
Form S-8
(Form Type)
Lightwave Logic, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities and Carry Forward
Securities
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Security
Type |
Security
Class
Title |
Fee
Calculation
Rule |
Amount
Registered (1) |
Proposed
Maximum
Offering Price
Per Unit |
Maximum
Aggregate
Offering Price |
Fee
Rate |
Amount
of
Registration
Fee |
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Fees to Be Paid |
Equity |
Common Stock, $0.001 par value per share |
457(c) |
5,000,000 (2)(3) |
$6.673(3) |
$33,365,000 |
0.00011020 |
$3,676.82 |
Total Offering Amount / Registration Fee |
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$33,365,000 |
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$3,676.82 |
Fees Previously Paid |
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N/A |
Fee Offsets |
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N/A |
Net Fees Due |
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$3,676.82 |
(1) |
Pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 also covers an indeterminate number of shares of common stock, $0.001 par value per share (“Common Stock”), of Lightwave Logic, Inc. (the “Registrant”) which may be offered or issued to prevent dilution resulting from adjustments as a result of stock dividends, stock splits, reverse stock splits, recapitalizations, reclassifications, mergers, split-ups, reorganizations, consolidations and other capital adjustments. |
(2) |
Represents a total of 5,000,000 shares of Common Stock added to the shares available for issuance pursuant to the 2016 Equity Incentive Plan, as amended (the “2016 Plan”) resulting from the approval of an Amendment to the 2016 Plan approved by the Registrant’s shareholders at the 2023 Annual Meeting of Shareholders. |
(3) |
Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c). The proposed maximum offering price per share, proposed maximum aggregate offering price and the amount of the registration fee are based on the average of the high and low prices of Registrant’s Common Stock as reported on the Nasdaq Stock Market on June 26, 2023. Pursuant to General Instruction E of Form S-8, the registration fee is calculated with respect to the additional securities registered on this Form S-8 only. |
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