Amended Current Report Filing (8-k/a)
January 21 2022 - 4:03PM
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2022-01-11
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported)
January 11, 2022
Lightwave Logic, Inc.
(Exact name of registrant as specified in its
charter)
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Nevada
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001-40766
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82-0497368
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(State or
other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification Number)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common Stock, par value $0.001 per share
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LWLG
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The
Nasdaq Stock Market LLC
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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. ☐
EXPLANATORY
NOTE
This Amendment No. 1 on Form 8-K/A
(this “Form 8-K/A”) is an amendment to the Current Report on Form 8-K filed by Lightwave Logic, Inc. with the Securities
and Exchange Commission on January 18, 2022 (the “Original 8-K”). This Form 8-K/A is being filed to supplement the
information contained in Item 5.02 of the Original 8-K regarding Dr. Craig Ciesla’s compensation as a director.
No other changes have been made to the Original 8-K or the exhibits thereto.
Item 5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Dr. Joseph A. Miller
On January
11, 2022, Dr. Joseph A. Miller tendered his resignation as a director of Lightwave Logic, Inc. (the “Company”) to the
Company’s Board of Directors (the “Board”) effective January 17, 2022. Dr. Miller’s resignation is not
a result of any disagreement between himself and the Company, its management, the Board or any committee of the Board. A copy of Dr. Miller’s
letter of resignation is attached as Exhibit 17.1 hereto.
Appointment of Dr. Craig Ciesla
On January
17, 2022, the Board elected Dr. Craig Ciesla to serve as a member of the Board. Dr. Ciesla’s initial term as a Class II member of
the Board will continue until the Company’s 2022 Annual Meeting of Shareholders or until his successor is duly appointed.
Dr. Ciesla
is currently the Vice President, Head of the Advanced Platforms and Devices Group at Illumina, a leading provider of DNA sequencing and
array technologies. There he leads a team driving innovation in sequencing platforms, microfluidics, electronics, and nanofabrication.
He has held this position since June 2017. Prior to Illumina, from June 2016 to June 2017, he was Vice President of Engineering at Kaiam,
where he was responsible for the development and production of 100G transceivers for the data-center market. He was also the founding
CEO of Tactus Technology, an innovator in the user interface industry, where he was the co-inventor of Tactus’ polymer morphing
screen technology. Before Tactus he had a variety of roles at Intel, JDSU (now Lumentum), Bookham (now Oclaro) and Ignis Optics developing
a wide range of products in the fiber-optics market. He started his career at Toshiba Research Europe, where he performed early terahertz
images of skin cancer. Dr. Ciesla holds a BSc (Hons.) in Applied Physics and Ph.D. in Physics from Heriot-Watt University in Edinburgh.
Dr. Ciesla
has been named to serve on the Audit Committee and the Nominating and Corporate Governance Committee of the Board.
Dr. Ciesla
will receive the following compensation for serving as a director: $30,000 annual cash fee paid quarterly at the end of each quarter,
$50,000 RSAs vesting annually over 3 years, 50,000 options vesting monthly over one year.
Item 8.01 Other Events.
Press Release
On January
18, 2022, the Company issued a press release announcing the election of Dr. Craig Ciesla as a member of the Board. A copy of the press
release is attached as Exhibit 99.1 to this report and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
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.
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By:
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/s/ James S. Marcelli
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Name:
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James S. Marcelli
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Title:
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President
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Dated: January 21, 2022
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