LWLG Lightwave Logic Inc

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) July 17, 2023

 

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. ☐

 

   

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 July 19, 2023 (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 Laila Partridge’s compensation as a director and board of director committee appointments. 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

 

Appointment of Laila Partridge to Board of Directors

 

On July 17, 2023, the Board of Directors (the “Board”) of Lightwave Logic, Inc. (the “Company”) elected Laila Partridge to serve as a Class III member of the Board. Ms. Partridge’s initial term as a Class III member of the Board will begin on August 1, 2023 and continue until the Company’s 2026 Annual Meeting of Shareholders or until her successor is duly appointed.

 

Ms. Partridge brings over 30 years of executive experience in technology, corporate innovation and finance to the Board– having worked with a wide range of technologies, including telecommunications, internet infrastructure, AI, internet of things and more. She was named by Boston Business Journal as one of the ten “2017 Women to Watch in Science and Technology". She currently serves as Founder and Chief Executive Officer of The HardTech Project, a new venture with a novel approach to early-stage hardware investing. Previously, she was Managing Director of the STANLEY + Techstars Accelerator where she directed a global effort for Stanley Black & Decker’s Chief Technology Officer to identify and invest in innovative technologies for industrial applications with an emphasis on electrification, sustainability and advanced manufacturing. Prior to that, she began her technology career at Intel Capital, serving as a Director of Strategic Investments. Ms. Partridge began her career as a VP of Corporate Banking at Wells Fargo, where she led complex corporate finance transactions for the Company’s senior secured debt agencies in the Midwest.

 

Ms. Partridge has been appointed to serve on the Audit Committee of the Board. She replaces Siraj Nour El-Ahmadi, who stepped down from the Audit Committee of the Board.

 

Ms. Partridge will receive compensation commensurate with other non-employee directors of the Company. For serving as a director during 2023, Ms. Partridge will receive the following 2023 non-employee director compensation, adjusted pro-rata to the date of her appointment: $30,000 annual cash paid out quarterly at quarter’s end, $100K RSAs vesting monthly over 3 years, 100,000 options vesting monthly by December 31, 2023.

 

Item 8.01 Other Events.

 

Press Release

 

On July 19, 2023, the Company issued a press release announcing the election of Laila Partridge 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.

 

Exhibit No.		Description
99.1		Press Release dated July 19, 2023
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: August 10, 2023 

 

Exhibit 99.1

 

 

 

 

Lightwave Logic Appoints Respected Industry Executive Laila Partridge to Board of Directors

Laila Partridge Brings 30+ Years Track Record of Executing Transactions in the Technology Space

ENGLEWOOD, Colo., July 19, 2023 -- 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, today announced the appointment of respected industry executive Laila Partridge to Lightwave Logic’s Board of Directors effective August 1, 2023.

Ms. Partridge brings over 30 years of executive experience in technology, corporate innovation and finance to the Board of Directors – having worked with a wide range of technologies, including telecommunications, internet infrastructure, AI, internet of things and more. She was named by Boston Business Journal as one of the ten “2017 Women to Watch in Science and Technology".

She currently serves as Founder and Chief Executive Officer of The HardTech Project, a new venture with a novel approach to early-stage hardware investing. Previously, she was Managing Director of the STANLEY + Techstars Accelerator where she directed a global effort for Stanley Black & Decker’s Chief Technology Officer to identify and invest in innovative technologies for industrial applications with an emphasis on electrification, sustainability and advanced manufacturing. Prior to that, she began her technology career at Intel Capital, serving as a Director of Strategic Investments. Ms. Partridge began her career at Wells Fargo, where ultimately achieved the role of VP of Corporate Banking, having led complex corporate finance transactions for the Company’s senior secured debt agencies in the Midwest.

Ms. Partridge brings significant board experience to the Board of Directors, including at Intel Capital serving privately-held technology companies, and in her current role as an independent Director at Cambridge Trust [NASDAQ: CATC]. She holds a Bachelor’s degree with Honors from Wellesley College.

Ms. Partridge stated: “I am excited by the opportunity to join the Board of Lightwave Logic. Their breakthrough technology is a critical infrastructure ingredient for the next generation of computing. Tools like ChatGPT and Bard are putting unprecedented capabilities into the hands of the average consumer and as individuals begin exploring those capabilities, the underlying datacenter infrastructure needs to innovate to support that demand. I look forward to working closely with the Board to offer my decades of experience in helping traditional industries incorporate disruptive new technologies – including IP licensing and technology transfer business models.”

Michael Lebby, Chairman and CEO of Lightwave Logic, added: “I am truly excited to have Laila join the Lightwave Logic Board of Directors. I worked directly with Laila at Intel Capital during the technology boom – where I saw her expedite and navigate technology investments and business deals in the telecommunications, datacom, and internet markets. Over the past two decades, Laila has deepened her acumen as a world respected industry executive for innovative technology opportunities utilizing licensing and technology transfer approaches to monetization. Laila’s experience aligns perfectly with our drive to make electro-optic polymers ubiquitous through our 3-prong business model of 1) technology transfer and partnering with foundries, transceiver companies etc., 2) selling product with polymer based photonic integrated circuits (PICs), and 3) commercial licensing of our chromophore materials.”

At Intel, Laila gained incredible operational experience from sitting on the Itanium™ Executive Launch Team, a 10-member cross-divisional management team, coordinating and directing all elements of Intel’s 15-year Itanium™ chip family launch. Her appointment to this team was a result of creating the $253 Million Intel 64 Fund™, an ecosystem development effort that generated Harvard Business School Case Study N9-800-351. 

“Laila’s knowledge of both the fiber optic communications markets as well as non-communications markets (such as artificial intelligence, consumer, display, sensing, medical, biotech, etc.), will help Lightwave Logic hone business strategies for growing our electro-optic polymer business,” concluded Lebby.

About Lightwave Logic, Inc.

Lightwave Logic, Inc. (NASDAQ: LWLG) is developing 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 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          
MZ Group - MZ North America 
949-259-4987
LWLG@mzgroup.us 
www.mzgroup.us 

 

 

 

 

v3.23.2

Cover	Jul. 17, 2023
Cover [Abstract]
Document Type	8-K/A
Amendment Flag	true
Amendment Description	Amendment No. 1
Document Period End Date	Jul. 17, 2023
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

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