LWLG Lightwave Logic Inc

Item 1.01 Entry into a Material Definitive Agreement.

On December 9, 2022, Lightwave Logic, Inc. (the “Company”) entered into a Sales Agreement (the “Sales Agreement”) with Roth Capital Partners, LLC, as agent (the “Sales Agent”). Pursuant to the Sales Agreement, the Company may offer and sell up to $35,000,000 in shares of common stock, par value $0.001 per share (the “Shares”), from time to time through the Sales Agent.  The Company is also filing a prospectus supplement with the Securities and Exchange Commission in connection with the offering (the “Offering”) of the Shares for aggregate gross sale proceeds of up to $35,000,000 (the “Prospectus Supplement”) under the Company’s shelf Registration Statement on Form S-3 (File No. 333- 257670), which became effective on July 9, 2021 (the “Registration Statement”). Any Shares offered and sold in the Offering will be issued pursuant to such Registration Statement.

Upon delivery of a placement notice based on the Company’s instructions and subject to the terms and conditions of the Sales Agreement, the Sales Agent may sell the Shares by methods deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on or through The Nasdaq Capital Market (“Nasdaq”), on any other existing trading market for the Company’s common stock, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices, or by any other method permitted by law, including negotiated transactions, subject to the prior written consent of the Company.

The Company is not obligated to make any sales of Shares under the Agreement. The Company or the Sales Agent may suspend or terminate the offering of Shares upon notice to the other party, subject to certain conditions.  The Sales Agent will act as sales agent on a commercially reasonable efforts basis consistent with its normal trading and sales practices and applicable state and federal law, rules and regulations and the rules of Nasdaq.

The Company has agreed to pay the Sales Agent commissions for its services of acting as agent of 3.0% of the gross proceeds from the sale of the Shares pursuant to the Sales Agreement.  The Company has also agreed to provide the Sales Agent with customary indemnification and contribution rights.

A copy of the Sales Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference.  The foregoing description of the material terms of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.

Snell & Wilmer, L.L.P., Nevada counsel to the Company, has issued a legal opinion relating to the Shares.  A copy of such legal opinion, including the consent included therein, is attached as Exhibit 5.1 hereto.

The Shares will be sold pursuant to the Registration Statement, and offerings of the Shares will be made only by means of the Prospectus Supplement.  This Current Report on Form 8-K shall not constitute an offer to sell or solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of such state or jurisdiction.