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): August 27, 2015 (August 26, 2015)

Lightwave Logic, Inc.

(Exact name of registrant as specified in its charter)

Nevada	0-52567	82-049-7368
(State or other jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

1831 Lefthand Circle, Suite C, Longmont, CO		80501
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: (720) 340-4949

(Former name or former address, if changed since last report)

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))

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

On August 26, 2015 the registrant’s Board of Directors elected Michael Lebby to the registrant’s Board of Directors to fill the vacancy created by a newly created directorship on the Board of Directors.  Mr. Lebby’s term as a member of the registrant’s Board of Directors commenced on August 26, 2015 and will continue until the next annual stockholder’s meeting or until his successor is duly appointed.

There are no arrangements or understandings between Mr. Lebby and any other persons pursuant to which he was appointed as a member of the registrant’s Board of Directors. Mr. Lebby has been named to the registrant’s Operations Committee.

In exchange for serving on the registrant’s Board of Directors, pursuant to a written agreement dated August 26, 2015, Mr. Lebby received an option to purchase up to two hundred thousand (200,000) shares of common stock of the registrant at the exercise price of $0.69 per share.  The options vest as follows: (i) fifty thousand (50,000) options vested on August 26, 2015; and (ii) the remaining options shall vest in three (3) equal annual installments of fifty thousand (50,000) options per year commencing on the 1st day of each one year anniversary of the Director Agreement. All of the options shall expire on August 25, 2025.

Presently, from June 2013 to present, Mr. Lebby has served as President and CEO of OneChip Photonics, Inc., a privately held company headquartered in Ottawa, Canada, that is a leading provider of low-cost, small-footprint, high-performance indium phosphide (InP)-based photonic integrated circuits (PICs) and PIC-based optical sub-assemblies (OSAs) for the Data Center markets. Also, Mr. Lebby presently serves as part-time full professor, and chair of optoelectronics at Glyndwr University in Wales, UK, and as a consultant to bring forward advanced materials, device, and integrated photonics technologies that will generate high margin value as products.  Since 2015, Mr. Lebby has been focusing on InP-based photonic integrated circuits (PICs) and optoelectronic integrated circuits (OEICs) for the datacenter segment and has been instrumental in assembling California’s proposal (via USC) to the Federal Government for an integrated photonics manufacturing institute.  Mr. Lebby holds a Doctor of Engineering, a Ph.D, a MBA and a Bachelors degree, all from the University of Bradford, United Kingdom.

The registrant has not entered into any transactions with Mr. Lebby that would require disclosure pursuant to Item 404(a) of Regulation S-K under the Exchange Act.

Item 8.01 Other Events

On August 27, 2015, the registrant issued a press release announcing the election of Michael Lebby to the registrant’s Board of Directors, a copy of which is hereby incorporated by reference and attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

 

Exhibit No.  

Description

10.1

Director Agreement

10.2

Statement of Operations Committee Work

99.1

Press Release Dated August 27, 2015

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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.

Dated: August 27, 2015

EXHIBIT 10.1

DIRECTOR AGREEMENT

THIS AGREEMENT made as of August 26, 2015, by and between Lightwave Logic, Inc., located at 1831 Lefthand Circle, Suite C, Longmont, CO 80501 (the “Company”); and Michael Lebby (“Director”) whose address is 680 Mission St., Apt 24F, San Francisco, CA 94105.

WHEREAS, the Company and the Director desire to enter into an agreement which will set forth the terms and conditions upon which the Director shall serve as a director on the Company’s Board of Directors commencing on the date hereof.

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties have agreed, and do hereby agree, as follows:

Section 1: Appointment.  

The Company’s Board of Directors appoints the Director as a member of the Company’s Board of Directors effective on the date hereof, and the Director accepts such appointment upon the terms and conditions set forth. The Director shall serve as a member of the Company’s Board of Directors until his successor is appointed or elected and shall qualify. However, neither the Company, nor any other person, shall be required to cause the continuation, election, or re-appointment of the Director as a member of the Company’s Board of Directors.

Section 2: Indemnification

The Director shall receive the full benefits, protection, and rights of full and complete indemnification from the Company in connection with his position with the Company as a member of the Company’s Board of Directors to the fullest extent permitted by law.   Further, the Director shall be named as an insured on the Company’s underwritten officer and director liability insurance policy. The Director shall execute the Indemnification Agreement attached hereto as Appendix A, which is incorporated into this Agreement.

Section 3: Compensation.  

Pursuant to the Company’s 2007 Employee Stock Plan, the Director will receive an option to purchase up to Two Hundred Thousand (200,000) shares of common stock of the Company at the strike price of $.69 per share (which is equal to the fair market value of the common stock on the date of grant). The options shall vest as follows: (i) fifty thousand (50,000) options shall vest on the date hereof; and (ii) the remaining options shall vest in three (3) equal annual installments of fifty thousand (50,000) options per year commencing on the 1st day of each one year anniversary of execution of this Agreement.  All of the options shall expire on August 25, 2025 and are subject to the Company’s standard Non-Statutory Stock Option Agreement for its directors.

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Section 4: Duties/ Extent of Services.  

The Director shall serve as a member of the Board of Directors of the Company, and shall assume the duties that the Chairman of the Board may reasonably assign.  Subject to Section 6 contained herein, nothing in this Agreement shall be con­strued to limit the Director's freedom to engage in other businesses. It is agreed, however, that the Director will devote his best efforts to the needs of the Company, and shall not allow his other business activities to materially interfere with his duties to the Company.

Section 5: Expenses.  

Subject to prior approval of the Chairman of the Board of Directors, the Director is authorized to incur reasona­ble expenses on behalf of the Company in performing his duties, including expenses for travel, transportation, entertainment, and similar items, which expenses shall be paid by the Company.

Section 6: Director’s Non-Disclosure.

The Director shall execute the Director’s Non-disclosure Agreement attached hereto as Appendix B, which is incorporated into this Agreement.

Section 7: Waiver of Breach.  

The waiver by either party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach.

Section 8: Entire Agreement

This Agreement contains the entire agreement of the parties pertaining to the appointment of the Director to the Company’s Board of Directors.  

Section 9: Amendment of Agreement

No change or modification of this Agreement shall be valid unless it is in writing and signed by the party against whom the change or modification is sought to be enforced. No change or modification by the Company shall be effective unless it is approved by the Company’s Board of Directors and signed by an officer specifically authorized to sign such documents.

Section 10: Severability of Provisions

If any provision of this Agreement, the Indemnification Agreement or the Director’s Non-disclosure Agreement is invalidated or held unenforceable, the invalidity or unenforceability of that provision or provisions shall not affect the validity or enforceability of any other provision of this Agreement, the Indemnification Agreement or the Director’s Non-disclosure Agreement.

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Section 11: Governing Law and Venue

All questions regarding the validity and interpretation of this Agreement shall be governed by and construed and enforced in all respects in accordance with the laws of the State of Colorado.  The sole and proper venue shall be Boulder County, Colorado.

Section 12: Arbitration of Disputes

If a dispute arises out of or relates to this Agreement, or the breach thereof, and if the dispute cannot be settled through negotiation, the parties agree first to try in good faith to settle the dispute by mediation administered by the American Arbitration Association under its Employment Mediation Rules before resorting to arbitration, litigation or some other dispute resolution procedure.

IN WITNESS, the parties have executed this Agreement in duplicate on the date and year first above written.

		Director,
		/s/ Michael Lebby
Witness		Michael Lebby
		Lightwave Logic, Inc.,
		By:	/s/ Thomas E. Zelibor
Witness			Thomas E. Zelibor, CEO

       

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EXHIBIT 10.2

LIGHTWAVE LOGIC, INC.

Statement of Operations Committee Work

Committee Member

Michael Lebby

Term

At the discretion of the Board, but for a period of not more than 365 consecutive days.

Scope of Work

Provide corporate development, strategic and business advisory services to the company’s CEO, including the following:

Product Development:

·

Oversee strategic product development plan and advise the Company technical team on telecom and datacom device programs with a product demonstration target by the end of Q1, 2016.

·

Assist the Company in executing an aggressive technology leadership strategy and enhancing a company product roadmap.

·

Assist with executing an IP and patent strategy.

·

Assist with recruiting and building the technical team and advisory board, as needed.

Strategic Partnerships:

Identify and contact strategic partners as agreed to by the CEO. Establish commercial partnerships and new revenue generating engagements with strategic partners. Pursue and close business investments by strategic partners into the company.  Develop buy side acquisition opportunities for the Company.

Capital Financing:

Position and introduce the company to potential strategic investors.  Duties will include:

·

Assisting the company with preparing technical presentations for potential investors;

·

Identifying and contacting potential strategic investors on behalf of the company;

·

As requested, accompanying management to meet with potential investors.

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Strategic Merger and Buy Side M&A:

As directed by the CEO and Board, identify and pursue strategic acquisition targets. Assist in closing transactions.

Compensation

The committee member will be paid the compensation set forth below, which shall be in addition to the compensation he receives for serving as a member of the Board. However, the committee member shall not receive as compensation from the company for service on the Operations Committee any amount in excess of $120,000 during any period of 12 consecutive months. In the event of an incomplete month of service, the compensation will be prorated based on the number of days of work for the Operations Committee.  

Retainer:

·

A monthly cash retainer of $3,000 per month payable on the first day of every month,

·

A company stock award of $2,000 per month will be awarded at the end of each month worked.  The share price will be determined by the average VWAP over each 30-day period worked.

New Business Commission:

·

A commission equal to 5% of the value of any non-security, business investment transaction that the company directly receives by a party that was introduced to the company by the committee member and whereby the committee member was instrumental in procuring the transaction. Such transactions will include payments received by the Company for Nonrecurring Engineering projects, payments received for consulting engagements, licensing revenue, service revenue or for product revenue received by the Company.

·

The commission will be paid within 45 days upon receipt of the revenue by the company from the customer. The commission will be payable for the duration of the committee member’s particular term on the Operations Committee and for a period of twelve (12) months after the end of the term.

Discretionary Bonus:

 At the discretion of the Board, the committee member may be paid a bonus.  

 

Miscellaneous

The committee member will be reimbursed for all pre-approved, out-of-pocket travel expenses related to his committee work in accordance company policies.

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Accepted and agreed as of August 26, 2015, by:

/s/ Michael Lebby

Michael Lebby, PhD,

Committee Member

/s/ Thomas E. Zelibor

Thomas E. Zelibor

Chair of the Board

EXHIBIT 99.1

Lightwave Logic Announces the Appointment of Optoelectronics Industry Leader, Michael Lebby, Ph.D. to its Board of Directors 

Dr. Lebby to Oversee Lightwave’s Photonic Device Development Effort as a Member of its Operations Committee

Longmont, Colorado, August 27, 2015/PRNewswire/--Lightwave Logic, Inc. (OTCQB: LWLG), a technology company focused on the development of Next Generation Photonic Devices and Non-Linear Optical Polymer Materials Systems for applications in high speed fiber-optic data communications and optical computing, announced today that Dr. Michael Lebby has been appointed to the Company’s Board of Directors.

Dr. Lebby’s reputation in the field of optoelectronics is widely recognized with wide-ranging experience across many key areas including: Intel Capital Optoelectronics team, AT&T Bell Labs and Motorola photonics research, Oclaro as well as an entrepreneur with his own venture backed fiber optics start-ups.  He headed the Optoelectronics Industry Development Association (OIDA), the premier networking trade association for business and scientific professionals in the optical space based in Washington, DC.  Dr. Lebby has testified on behalf of the optoelectronics industry on Capitol Hill and brought the industry together on key issues.  In 2015, Dr. Lebby completed a set of industry roadmaps for integrated photonics technologies over the next decade as part of the Federally funded IMI (Institute of Manufacturing Innovation) competition.  These roadmaps layout industry needs for 400Gbps, 800Gbps and beyond.  

With over 200 USPTO issued utility patents (and over 395 including national and international derivatives), Dr. Lebby is considered to be one of the most prolific inventors in the field of optoelectronics.  He is also a Fellow and member of the Institute of Electrical and Electronics Engineers (IEEE) and the Optical Society of America (OSA).

Dr. Lebby was awarded the degree of Doctor of Engineering in 2004 as well as PhD in 1987 and an MBA in 1985 from the University of Bradford in the United Kingdom.

Tom Zelibor, Lightwave Logic’s Chairman and Chief Executive Officer commented, “We are honored to have Dr. Lebby join the Lightwave Logic team and appreciate his vote of confidence by joining our growing group of experts in the photonics field.  We are excited to have his expertise added to our device development efforts as a member of the Operations Committee.  His highly relevant industry experience—both on the business and most importantly, the technological level will be a boon to our commercialization efforts that are rapidly approaching feasibility.

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“Lightwave Logic has made tremendous progress over the last two years as we have transitioned the Company from a solely organic polymer materials development company to a leading edge developer of next generation photonic devices that address the rapidly expanding datacom and telecom markets.”

Dr. Lebby stated, “I have been extremely impressed with what Lightwave Logic has accomplished to date and I am excited to aid the commercialization effort which promises to revolutionize the optoelectronics industry, especially with a technology platform that offers competitive performance and scalability which aligns to industry driven roadmaps.”

For more information about Lightwave Logic, please visit the Company’s website at following URL: www.lightwavelogic.com

Powered by Lightwave Logic

Lightwave Logic, Inc. is a development stage company that produces prototype electro-optic demonstration devices and is moving toward commercialization of its high-activity, high-stability organic polymers for applications in electro-optical device markets. Electro-optical devices convert data from electric signals into optical signals for use in high-speed fiber-optic telecommunications systems and optical computers. For more information, about the Company please visit the corporate 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; other risks to which our Company is subject; other factors beyond the Company's control.

For Further Information Contact:

Steven Cordovano

Lightwave Logic

203-952-6373

steve@lightwavelogic.com