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) May 22, 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 5.07 Submission of Matters to a Vote of Security Holders

The 2024 Annual Meeting of Shareholders (the “Annual Meeting”) of Lightwave Logic, Inc. (the “Company”) was held on May 22, 2024. As of the close of business on March 25, 2024, the Company had outstanding 119,599,565 shares of common stock, of which 60,952,004 shares were represented at the meeting by proxy and in person; accordingly, a quorum was constituted. The matters voted upon and the final results of the voting were as follows:

Proposal 1: Election of Directors

The following persons were elected to the Board of Directors to serve until the 2027 Annual Meeting of Shareholders or until their successors have been duly elected or appointed and qualified:


Name	Votes For	Votes Withheld	Broker Non-votes
Siraj Nour El-Ahmadi	27,950,813	4,195,351	28,805,840
Frederick Leonberger	25,599,226	6,546,938	28,805,840

Proposal 2: Ratify Morison Cogen LLP as the Company’s Independent Registered Public Accounting Firm

The following votes were cast with respect to Proposal 2. The proposal was approved.

For

Against

Abstain

Broker

Non-votes

60,395,355

159,196

397,453

Proposal 3: Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers

The following votes were cast with respect to Proposal 3. The proposal was approved.

For

Against

Abstain

Broker

Non-votes

25,303,745

5,455,175

1,387,244

28,805,840

Proposal 4: Advisory Vote to Select the Frequency of Voting to Approve Executive Compensation

The following votes were cast with respect to Proposal 4. None of the alternatives received the majority of votes cast by shareholders. The alternative that received the highest number of votes cast by shareholders, once every year, is therefore considered by the Company to be the frequency selected by the shareholders. In light of this vote, where no alternative received the majority of votes cast by shareholders, and the closeness of the votes cast by shareholders for once every year and once every three years, the Company will continue the frequency of once every three years as the frequency for the advisory vote on executive compensation.

Once

Every Year

Once Every

2 Years

Once Every

3 Years

Abstain

Broker

Non-votes

15,049,037

2,413,787

13,362,402

1,320,938

28,805,840

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description

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: May 24, 2024

Cover	May 22, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 22, 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