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 25, 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, CO80112
(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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
| (e) | Amendment to 2016 Equity Incentive Plan |
At the 2023 Annual Meeting of Shareholders (the “Annual Meeting”) of Lightwave Logic, Inc. (the “Company”) held on May 25, 2023, the Company’s shareholders approved an amendment to the Company’s 2016 Equity Incentive Plan (the “Plan”) to increase the number of shares reserved pursuant to the Plan from 8 million to 13 million shares of common stock and to include Restricted Stock Units as a type of award that may be granted pursuant to the Plan. A summary of the Plan, and the amendment, are set forth in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 14, 2023. The summary of the Plan, along with the amendment, is qualified in its entirety by reference to the full text of the Plan, and the amendment, both of which are attached hereto as Exhibits 10.1 and 10.2 and are incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
The 2023 Annual Meeting of Shareholders (the “Annual Meeting”) of Lightwave Logic, Inc. (the “Company”) was held on May 25, 2023. As of the close of business on March 28, 2023, the Company had outstanding 114,002,707 shares of common stock, of which 50,322,835 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 2026 Annual Meeting of Shareholders or until their successors have been duly elected or appointed and qualified:
| Name | Votes For | | Votes Withheld | | Abstain | | Broker Non-votes | |
| James S. Marcelli | | 18,652,367 | | | 6,615,894 | | | — | | | 25,054,574 | |
Proposal 2: Ratification of the appointment of Morison Cogen LLP as the Company’s Independent Registered Public Accounting Firm for fiscal year 2023
The following votes were cast with respect to Proposal 2. The proposal was approved.
| For | | Against | | Abstain | | Broker Non-votes | |
| | 49,667,197 | | | 230,193 | | | 425,445 | | | — | |
Proposal 3: Approval of the amendment to the Company's 2016 Equity Incentive Plan
The following votes were cast with respect to Proposal 3. The proposal was approved.
| For | | Against | | Abstain | | Broker Non-votes | |
| | 16,722,181 | | | 7,616,694 | | | 929,386 | | | 25,054,574 | |
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. | |
| | | |
| By: | /s/ James S. Marcelli | |
| Name: | James S. Marcelli | |
| Title: | President | |
Dated: May 30, 2023
