Form 8-K - Current report

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) September 4, 2024

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Appointment of Thomas M. Connelly, Jr. to Board of Directors

On September 4, 2024, the Board of Directors (the “Board”) of Lightwave Logic, Inc. (the “Company”) appointed Thomas M. Connelly, Jr. to the Board to serve as a Class III director to fill a vacancy created by an increase in the size of the Board from eight members to nine members, effective September 4, 2024.

Mr. Connelly joins the Board with extensive experience as an executive leader and as board member for various profit and not for profit organizations. From 2015 until January 2023, Mr. Connelly served as Chief Executive Officer of American Chemical Society (“ACS”). While leading ACS, he grew membership, journal usage, and ACS’s chemical knowledge offerings, worldwide. From 2000 to 2014, Mr. Connelly served as a member of DuPont’s Office of the Chief Executive, first as Senior Vice President and Chief Science and Technology Officer, and from 2008, as Executive Vice President and Chief Innovation Officer. In this latter role, Mr. Connelly’s responsibilities varied over time, but included DuPont Science and Technology, operations in all regions outside the US, integrated operations (sourcing, production, engineering), and P&L oversight of biobased materials, electronic materials, engineering polymers, industrial polymers, and automotive finishes. Mr. Connelly was elected to the National Academy of Engineering, and has chaired and served on several committees within the National Academies. He has also served in advisory roles to the U.S. Government and the Republic of Singapore. Mr. Connelly graduated with highest honors from Princeton University with degrees in Chemical Engineering and Economics. As a Winston Churchill Scholar, he received his doctorate in chemical engineering from the University of Cambridge.

Mr. Connelly will be compensated similarly to the other non-employee directors of the Company, as described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 11, 2024. Mr. Connelly’s Board committee membership has not yet been determined. Once Mr. Connelly’ Board committee membership is determined, the Company will file an amendment to this Form 8-K filing under this Item 5.02 containing such information within four business days after the information is determined. Mr. Connelly does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 7.01. Regulation FD Disclosure.

On September 9, 2024, the Company issued a press release regarding the appointment of Mr. Connelly to the Board. A copy of the foregoing press release is attached as Exhibit 99.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated by reference herein.

The information set forth under Item 7.01 of this Current Report, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

	99.1	Press Release of Lightwave Logic, Inc. dated September 9, 2024
	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.

By:	/s/ James S. Marcelli
Name:	James S. Marcelli
Title:	President

Dated: September 9, 2024

Exhibit 99.1

LIGHTWAVE LOGIC APPOINTS FORMER DUPONT EXECUTIVE THOMAS CONNELLY, JR. TO BOARD OF DIRECTORS

Company Continues to Deepen its Optical Polymer Capabilities and Commercial Expertise to Open New Markets for its Advanced Materials

Board Additions of Chemicals and Materials Leader Tom Connelly and Optical Network and AI/Datacenter Optics Executive Yves LeMaitre in August Advances Company Goal of Establishing its Presence in Multiple Verticals

ENGLEWOOD, Colo., September 9, 2024 -- Lightwave Logic, Inc. (NASDAQ: LWLG), a technology platform company leveraging its proprietary electro-optic (EO) polymers to transmit data at higher speeds with less power in a small form factor, announced today that its Board of Directors has appointed former DuPont executive and CEO of the American Chemical Society (ACS) Thomas M. Connelly, Jr., as its newest Board member, effective September 4, 2024.

With the addition to the Board of these two industry experts from the company’s target markets, Lightwave Logic believes it is well-positioned to expand its initial business focus from datacenters and AI clusters connectivity to include other high growth markets, such as materials, organics, quantum/optical computing, aerospace, defense, and storage.

Tom Connelly, Jr. has served as CEO of the American Chemical Society, one of the largest scientific societies with 170,000 members worldwide, and as Chief Innovation Officer of DuPont, where he was a member of its Office of the Chief Executive. Among his responsibilities in chemicals and materials over 35+ years at DuPont were its Performance Polymers and Packaging & Industrial Polymers businesses. He also served as its Chief Science and Technology Officer, with responsibility across business units in the U.S., Europe and Asia. He joined DuPont in 1977, and played key roles in Delrin®, Kevlar®, Sorona® and Teflon®.

Dr. Connelly said, “I am delighted to join Lightwave Logic’s board at such a transformational time for the Company and the silicon photonics ecosystem. I look forward to working with the management team and the other Board members to guide the Company as it ramps up efforts for strategic industrial partnerships and initiatives for its polymer technology platform to be a commercial success.”

Dr. Michael Lebby, Chairman and Chief Executive Officer of Lightwave Logic, added: “We are honored that Tom Connelly has joined our board. His exceptional industry knowledge and deep experience in the polymers business will be an outstanding resource to the Lightwave Logic management team. He is uniquely qualified to help us as we expand our business focus for our EO polymer platform. Tom and Yves LeMaitre, who joined the board in August, each bring tremendous backgrounds to the Board’s collective experience and skillsets, adding expertise in photonics and optical communications for selling innovative connectivity solutions to hyperscalers for front-end Ethernet and back-end AI/machine learning clusters.”

Dr. Connelly holds degrees in chemical engineering (highest honors) and economics from Princeton University, and as a Winston Churchill Scholar he received a PhD in chemical engineering from the University of Cambridge. As a member of the National Academy of Engineering and its committees, he has been chair of the National Academies of Sciences, Engineering, and Medicine’s committee for the Division on Earth and Life Studies. In addition, he has held advisory roles to the U.S. government and Republic of Singapore.

About Lightwave Logic, Inc.

Lightwave Logic, Inc. (NASDAQ: LWLG) develops a platform leveraging its proprietary engineered electro-optic (EO) polymers to transmit data at higher speeds with less power in a small form factor. The company's high-activity and high-stability organic polymers allow Lightwave Logic to create next-generation photonic EO devices, which convert data from electrical signals into optical signals, for applications in data communications and telecommunications markets. For more information, please visit the company's website at www.lightwavelogic.com.

Safe Harbor Statement

The information posted in this release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify these statements by use of the words "may," "will," "should," "plans," "explores," "expects," "anticipates," "continue," "estimate," "project," "intend," and similar expressions. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected or anticipated. These risks and uncertainties include, but are not limited to, lack of available funding; general economic and business conditions; competition from third parties; intellectual property rights of third parties; regulatory constraints; changes in technology and methods of marketing; delays in completing various engineering and manufacturing programs; changes in customer order patterns; changes in product mix; success in technological advances and delivering technological innovations; shortages in components; production delays due to performance quality issues with outsourced components; those events and factors described by us in Item 1.A "Risk Factors" in our most recent Form 10-K and 10-Q; other risks to which our company is subject; other factors beyond the company's control.

Investor Relations Contact:
Lucas A. Zimmerman
949-259-4987
LWLG@mzgroup.us

Cover	Sep. 04, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 04, 2024
Entity File Number	001-40766
Entity Registrant Name	Lightwave Logic, Inc.
Entity Central Index Key	0001325964
Entity Tax Identification Number	82-0497368
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	369 Inverness Parkway
Entity Address, Address Line Two	Suite 350
Entity Address, City or Town	Englewood
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80112
City Area Code	(720)
Local Phone Number	340-4949
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	LWLG
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false