| PROSPECTUS SUPPLEMENT |
Filed Pursuant to Rule 424(b)(5) |
| (To Prospectus Dated August 5, 2024) |
Registration No. 333-281059 |
Lightwave Logic, Inc.
Up to $32,921,834 of Common Stock
We have entered into a sales agreement
with Roth Capital Partners, LLC (“Roth Capital Partners”, or the “sales agent”) relating to the issuance and sale
of our common stock offered by this prospectus. In accordance with the terms of the sales agreement, we may offer and sell shares of our
common stock under this prospectus having an aggregate offering price of up to $32,921,834 from time to time through or to Roth Capital
Partners, as sales agent or principal.
Our common stock is traded on
the Nasdaq Capital Market (“NASDAQ”) under the symbol “LWLG”. On August 7, 2024, the closing sale price of our
common stock on NASDAQ was $2.75 per share.
We previously filed a registration
statement on Form S-3 (File No. 333-257670) filed with the Securities and Exchange Commission on July 2, 2021 and declared effective on
July 9, 2021 (the “Prior Registration Statement”). The Prior Registration Statement registered $100,000,000 of common
stock, including $35,000,000 of shares issuable pursuant to the sales agreement, of which $32,921,834 shares of common stock remain registered
and have not been resold thereunder as of July 9, 2024. Such remaining amounts of common stock are being carried over from the Prior Registration
Statement pursuant to Rule 429 under the Securities Act of 1933, as amended (the “Securities Act”).
Sales of shares of our common
stock under this prospectus supplement, if any, may be made by any method deemed to be an “at the market offering” as defined
in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”).
The sales agent is not required
to sell any specific number of shares of our common stock. The sales agent has agreed to use its commercially reasonable efforts consistent
with its normal trading and sales practices, on mutually agreed terms between the sales agent and us. There is no arrangement for funds
to be received in any escrow, trust or similar arrangement. The sales agent will be entitled to compensation under the terms of the sales
agreement at a commission rate equal to 3% of the gross proceeds of the sales price of common stock that they sell. The net proceeds
from any sales under this prospectus supplement will be used as described under “Use of Proceeds” on page S-8 of this prospectus
supplement. The proceeds we receive from sales of our common stock, if any, will depend on the number of shares actually sold and the
offering price of such shares.
In connection with the sale of
common stock on our behalf, Roth Capital Partners will be deemed to be an underwriter within the meaning of the Securities Act, and its
compensation as the sales agent will be deemed to be underwriting commissions or discounts. We have agreed to provide indemnification
and contribution to Roth Capital Partners with respect to certain liabilities, including liabilities under the Securities Act.
Investing in our securities
involves a high degree of risk. You should read carefully and consider the information contained in and incorporated by reference under
“Risk Factors” beginning on page S-7 of this prospectus supplement, and the risk factors contained in other documents incorporated
by reference.
Neither the Securities and
Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus
is truthful or complete. Any representation to the contrary is a criminal offense.
Roth Capital Partners
The date of this prospectus supplement is August
9, 2024.
TABLE OF CONTENTS
PROSPECTUS
i
ABOUT THIS PROSPECTUS SUPPLEMENT
This document is part of a registration
statement that was filed with the Securities and Exchange Commission (“SEC”), using a “shelf” registration process
and consists of two parts. The first part is the prospectus supplement, including the documents incorporated by reference herein, which
describes the specific terms of this offering. The second part, the accompanying prospectus, including the documents incorporated by reference
therein, provides more general information. Under the shelf registration process, we may from time to time offer and sell any combination
of the securities described in the accompanying prospectus up to a total dollar amount of $100,000,000 of which this offering is a part.
In general, when we refer only to the prospectus, we are referring to both parts of this document combined. Before you invest, you should
carefully read this prospectus supplement, the accompanying prospectus, all information incorporated by reference herein and therein,
as well as the additional information described under the heading “Where You Can Find More Information”. These documents contain
information you should carefully consider when deciding whether to invest in our common stock.
This prospectus supplement may
add, update or change information contained in the accompanying prospectus. To the extent there is a conflict between the information
contained in this prospectus supplement and the accompanying prospectus, you should rely on information contained in this prospectus supplement,
provided that if any statement in, or incorporated by reference into, one of these documents is inconsistent with a statement in another
document having a later date, the statement in the document having the later date modifies or supersedes the earlier statement. Any statement
so modified will be deemed to constitute a part of this prospectus only as so modified, and any statement so superseded will be deemed
not to constitute a part of this prospectus.
You should rely only on the information
contained in this prospectus supplement, the accompanying prospectus, any document incorporated by reference herein or therein, or any
free writing prospectuses we may provide to you in connection with this offering. Neither we nor the sales agent has authorized anyone
to provide you with any different information. We take no responsibility for, and can provide no assurance as to the reliability of, any
other information that others may provide to you. The information contained in this prospectus supplement, the accompanying prospectus,
and in the documents incorporated by reference herein or therein is accurate only as of the date such information is presented. Our business,
financial condition, results of operations and prospects may have changed since that date.
This prospectus supplement and
the accompanying prospectus do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the shares
of common stock to which it relates, nor do this prospectus supplement and the accompanying prospectus constitute an offer to sell or
the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation
in such jurisdiction.
This prospectus supplement and
the accompanying prospectus, and any documents incorporated by reference herein or therein, include statements that are based on various
assumptions and estimates that are subject to numerous known and unknown risks and uncertainties. Some of these risks and uncertainties
are described under the heading “Risk Factors” beginning on page S-7 of this prospectus supplement and in the section titled
“Risk Factors” in our most recent Quarterly Report on Form 10-Q and in our most recent Annual Report on Form 10-K, each of
which is incorporated by reference into the prospectus. These and other important factors could cause our future results to be materially
different from the results expected as a result of, or implied by, these assumptions and estimates. The information in this prospectus
supplement is not complete. You should read the information contained in this prospectus supplement and the accompanying prospectus,
and the documents incorporated by reference herein and therein, completely and with the understanding that future results may be materially
different and worse from what we expect. See the information included under the heading “Cautionary Note Regarding Forward-Looking
Statements”.
We note that the representations,
warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference herein
were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among
the parties to such agreement, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations,
warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should
not be relied on as accurately representing the current state of our affairs.
None of Lightwave Logic, Inc.,
Roth Capital Partners, or any of their representatives are making any representation to you regarding the legality of an investment in
our common stock by you under applicable laws. You should consult with your own advisors as to legal, tax, business, financial and related
aspects of an investment in our common stock.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains “forward-looking
statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking
statements can be identified by words such as: “anticipate,” “intend,” “plan,” “goal,”
“seek,” “believe,” “project,” “estimate,” “expect,” “continuing,”
“ongoing,” “strategy,” “future,” “likely,” “may,” “should,” “could,”
“will” and similar references to future periods. Examples of forward-looking statements include, among others, statements
we make regarding expected operating results, such as anticipated revenue; anticipated levels of capital expenditures for our current
fiscal year; our belief that we have, or will have, sufficient liquidity to fund our business operations during the next 12 months; strategy
for gaining customers, growth, product development, market position, financial results and reserves.
Forward-looking statements are
neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations, and
assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy
and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks
and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial
condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these
forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those
indicated in the forward-looking statements include, among others, the following: lack of available funding; general economic and business
conditions; deterioration in global economic and financial market conditions generally; 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; and
other factors beyond the Company’s control.
The ultimate correctness of these
forward-looking statements depends upon a number of known and unknown risks and events. We discuss our known material risks under Part
I Item 1.A “Risk Factors” contained in our Company’s Annual Report on Form 10-K for the year ended December 31, 2023,
and under Part II Item 1.A “Risk Factors” contained in our Company’s Quarterly Report on Form 10-Q for the three months
ended March 31, 2024. Many factors could cause our actual results to differ materially from the forward-looking statements. In addition,
we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual
results to differ materially from those contained in any forward-looking statements.
Any forward-looking statement
made by us in this prospectus is based only on information currently available to us and speaks only as of the date on which it is made.
We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time,
whether as a result of new information, future developments or otherwise.
PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights information
contained elsewhere in this prospectus supplement and the accompanying base prospectus. It does not contain all of the information that
you should consider before making an investment decision. You should read this entire prospectus supplement, including the “Risk
Factors” beginning on page S-7, the accompanying base prospectus and the documents incorporated herein by reference for a
more complete understanding of this offering of common stock. Please read “Risk Factors” in our Annual Report on Form 10-K
for the fiscal year ended December 31, 2023 and in our Quarterly Report on Form 10-Q for the three months ended March 31, 2024 for information
regarding risks you should consider before investing in our common stock.
Throughout this prospectus
supplement, when we use the terms “Lightwave,” “we,” “us,” “our” or the “Company,”
we are referring either to Lightwave Logic, Inc. in its individual capacity or to Lightwave Logic, Inc. and its operating subsidiaries
collectively, as the context requires.
Overview
Lightwave Logic, Inc. (the “Company”)
is a technology company focused on the development of next generation electro-optic photonic devices made on its P2IC™
technology platform which we have detailed as: 1) Polymer Stack™, 2) Polymer Plus™, and 3) Polymer Slot™. Our unique
polymer technology platform uses in-house proprietary high-activity and high-stability organic polymers. Electro-optical devices called
modulators convert data from electric signals into optical signals for multiple applications.
Our differentiation at the modulator
device level is in higher speed, lower power consumption, simplicity of manufacturing, small footprint (size), and reliability. We have
demonstrated higher speed and lower power consumption in packaged devices, and during 2023, we continued to make advances in techniques
to translate our world class material properties to efficient, reliable modulator devices with commercial foundries. We are currently
focused on testing and demonstrating the simplicity of manufacturability and reliability of our devices, including in conjunction with
the silicon photonics manufacturing ecosystem. In 2023, we worked with silicon-based foundry partners to help scale in volume our polymer
modulator devices and we received working modulator chips from these foundries. We have advanced and matured our interactions with our
foundry partners and we continue to receive working modulator chips for prototyping. Silicon-based foundries are large semiconductor fabrication
plants developed for the electronics IC business, that are now engaging with silicon photonics to increase their wafer throughput. Partnering
with silicon-based foundries not only demonstrates that our polymer technology can be transferred into standard production lines using
standard equipment, it also allows us to efficiently utilize our capital. We believe that the foundry partnerships will allow us to scale
our high-performance polymer optical engines quickly and efficiently. We have now received silicon wafers that range up to 200mm in diameter,
which aligns well with foundry manufacturing. Using 200mm silicon wafers, we showed packaged polymer modulators operating with open (clean)
eye diagrams at 100GBaud PAM4 (or 200Gbps PAM4) at voltage drive levels at 1V at the 2024 Optical Fiber Conference in San Diego, California
in March 2024 (“OFC 2024"). OFC is a leading international conference bringing together the complete value chain of
fiber communications, datacentric, and telecommunications industrial players. We also showed polymer modulators with voltage drive levels
that were below 1V. Driving voltage levels of around 1V is important as it allows our polymer modulators to be driven directly from CMOS
ICs (as opposed to dedicated driver integrated circuit chips). This performance is ideal to enable 4 lanes at 200Gbps per lane pluggable
transceivers that can operate at an aggregate data rate of 800Gbps. Since the invited talk at OFC 2024, a number of Tier 1 pluggable transceiver
companies have both reviewed our technical results and viewed operating packaged polymer slot modulators at 200Gbps PAM4 with drive voltages
at 1V.
Our extremely strong and broad
patent portfolio allows us to optimize our business model in three areas: 1) Traditional focus on product development, 2) Patent licensing
and 3) Technology transfer to foundries. We are continually looking to strengthen our patent portfolio both by internal inventions and
acquisition of intellectual property.
We are initially targeting applications
in fiber optic data communications and telecommunications markets and are exploring other applications that include automotive/LIDAR,
sensing, displays etc., for our polymer technology platform. Our goal is to have our unique polymer technology platform become ubiquitous
across many market verticals over and above the optical fiber optic communications markets.
Generative Artificial Intelligence (G-AI)
has been integrating deeper within our daily activities with applications to make us more efficient and possibly smarter. The impact
on the internet is huge, and the internet is based on an optical network that utilizes data centers to route and switch traffic or information
to and from destinations. Data centers are being upgraded today in a fashion that the industry has not seen before with significant investments
of capital. The expected demands of increased traffic, information, and data driven by G-AI is changing the way the internet is being
operated. G-AI is now creating new and interesting market opportunities to upgrade the internet. Three of these opportunities are important
today: density, speed, and low power and these are very well aligned with our high performance electro-optic polymers modulator platform.
We are designing high performance polymer modulator optical engines to support the rise and growth of G-AI as it generates more information
that will travel through the internet and optical network. While we are not directly a G-AI company designing electronic processors,
we do see immediate benefits of enabling higher levels of information to cross the internet using our optical polymer modulator platform.
Commencement of Commercial Operations
We commenced commercial operations
in May 2023. Presently, our commercial operations consist of a material supply license agreement to provide Perkinamine® chromophore
materials for polymer based photonic devices and photonic integrated circuits (PICs). The license agreement represents tangible commercial
progress for electro-optic polymers as part of our Company's business plan. Our Company is also in various stages of photonic device
and materials development and evaluation with potential customers and strategic partners. We expect to continue to obtain a revenue stream
from technology licensing agreements, and to obtain additional revenue streams from technology transfer agreements and direct sale of
our electro-optic device components. We have seen increased interest in our materials during 2023 and we are in discussions on future
license agreements.
Materials Development
Our Company designs and synthesizes
organic chromophores for use in its own proprietary electro-optic polymer systems and photonic device designs. A polymer
system is not solely a material, but also encompasses various technical enhancements necessary for its implementation. These include host
polymers, poling methodologies, and molecular spacer systems that are customized to achieve specific optical properties. Our organic electro-optic
polymer systems compounds are mixed into solution form that allows for thin film application. Our proprietary electro-optic polymers are
designed at the molecular level for potentially superior performance, stability, and cost-efficiency. We believe our proprietary and unique
polymers have the potential to replace more expensive, higher power consuming, slower-performance materials such as semiconductor-based
modulator devices that are used in fiber-optic communication networks today.
Our patented and patent pending
molecular architectures are based on a well-understood chemical and quantum mechanical occurrence known as aromaticity. Aromaticity
provides a high degree of molecular stability that enables our core molecular structures to maintain stability under a broad range of
operating conditions.
We expect our patented and patent-pending
optical materials along with trade secrets and licensed materials, to be the core of and the enabling technology for future generations
of optical devices, modules, sub-systems, and systems that we will develop or enable our partners to fully commercialize. Examples of
our partners include electro-optic device manufacturers, contract manufacturers, original equipment manufacturers, foundries, packaging
and assembly manufacturers etc. Our Company contemplates future applications in market verticals that may address the needs of semiconductor
companies, optical network companies, Web 2.0/3.0 media companies, high performance computing companies, telecommunications companies,
aerospace companies, automotive companies, as well as for example, government agencies and defense entities.
Device Design and Development
Electro-optic Modulators
Our Company designs its own proprietary
electro-optical modulation devices. Electro-optical modulators convert data from electric signals into optical signals that can then be
transmitted over high-speed fiber-optic cables. Our modulators are electro-optic, meaning they work because the optical properties of
the polymers are affected by electric fields applied by means of electrodes. Modulators are key components that are used in fiber optic
telecommunications, data communications, and data centers networks etc., to convey the high data flows that have been driven by applications
such as pictures, video streaming, movies etc., that are being transmitted through the Internet. Electro-optical modulators are expected
to continue to be an essential element as the appetite and hunger for data increases every year as well as the drive towards lower power
consumption, and smaller footprint (size).
Polymer Photonic Integrated Circuits (P2ICTM)
Our Company also designs its own
proprietary Photonic Integrated Circuits (otherwise termed a polymer PIC). A polymer PIC is a photonic device that integrates several
photonic functions on a single chip. We believe that our technology can enable an ultra-miniaturization footprint that is needed to increase
the number of photonic functions residing on a semiconductor chip. We see this creating a progression like what was seen in the computer
integrated circuits, commonly referred to as Moore’s Law. One type of integration is to combine several instances of the same photonic
functions such as a plurality of modulators to create a multi-lane polymer PIC. The number of lanes can be varied depending on application.
For example, the number of photonic components could increase by a factor of 4, 8, or 16. Another type of integration is to combine different
types of devices including from different technology bases such as the combination of a semiconductor laser with a polymer modulator.
Our P2IC™ platform encompasses both these types of architecture.
Current semiconductor photonic
technology today is both struggling to reach faster device speeds as well as seamless integration with commercial silicon foundries. Our
modulator devices, enabled by our electro-optic polymer material systems, work at extremely high frequencies (wide bandwidths) and possess
inherent advantages over current crystalline electro-optic material contained in most modulator devices such as bulk lithium niobate (LiNbO3),
indium phosphide (InP), silicon (Si), and gallium arsenide (GaAs). Our advanced electro-optic polymer platform is creating a new class
of modulators such as the Polymer Stack™, Polymer Plus™, Polymer Slot™, and associated PIC platforms that can address
higher data rates in a lower cost, lower power consuming manner, smaller footprint (size) with much simpler data encoding techniques.
Our electro-optic polymer material will boost the performance of standard PIC platforms such as silicon photonics and indium phosphide.
Further, with our recent demonstration of packaged polymer slot modulator devices fabricated onto commercial silicon 200mm wafers using
a commercial silicon foundry, our electro-optic polymer material is much easier to integrate with silicon foundries compared to competitive
crystalline electro-optic materials.
Our electro-optic polymers can
be integrated with other materials platforms because they can be applied as a thin film coating in a fabrication clean room such as may
be found in semiconductor foundries using standard clean room tooling. These approaches enable our Polymer Plus™ and Polymer Slot™
device platforms to not only be competitive but fully integrated with foundries. Our polymers are unique in that they are stable enough
to seamlessly integrate into existing CMOS, Indium Phosphide (InP), Gallium Arsenide (GaAs), and other semiconductor manufacturing lines.
Of relevance are the integrated silicon photonics platforms that combine optical and electronic functions. These include a miniaturized
modulator for ultra-small footprint applications in which we term the Polymer Slot™. This design is based on a slot modulator fabricated
into semiconductor wafers that can include either silicon or indium phosphide.
Our Company has a fabrication
facility in Colorado to apply standard fabrication processes to our electro-optic polymers which create modulator devices. While our internal
fabrication facility is capable of manufacturing modulator devices, we have partnered with commercial silicon-based fabrication companies
that are called foundries who can scale our technology with volume quickly and efficiently. The process recipe for fabrication plants
or foundries is called a ‘process development kit’ or PDK. We are currently working with commercial foundries to implement
our electro-optic polymers into accepted PDKs by the foundries. One of the metrics for successful implementation of PDK is to receive
working modulator chips. Our work with the foundries is being focused with the Polymer Plus™ and the Polymer Slot™ polymer
modulators.
Our Company
We were incorporated under the
laws of the State of Nevada on June 24, 1997. In 2008, we changed our name to Lightwave Logic, Inc. Unless the context otherwise requires,
all references to the “Company,” “we,” “our” or “us” and other similar terms means Lightwave
Logic, Inc., a Nevada corporation. Our trademarks in the United States include P2ICTM and Perkinamine®.
All other trademarks, service marks and trade names included or incorporated by reference in this prospectus are the property of their
respective owners.
Our principal executive office
is located at 369 Inverness Parkway, Suite 350, Englewood, CO 80112, and our telephone number is (720) 340-4949. Our website address is www.lightwavelogic.com.
No information found on our website is part of this prospectus.
.
THE OFFERING
The following summary contains basic information
about our common stock and the offering and is not intended to be complete. It does not contain all of the information that may be important
to you. For a more complete understanding of our common stock, you should read the section entitled “Description of Capital Stock”.
| Issuer |
|
Lightwave Logic, Inc. |
| |
|
|
| Common stock offered |
|
Shares of our common stock having an aggregate offering price of up to $32,921,834. |
| |
|
|
| Manner of offering |
|
“At the market offering” that may
be made from time to time through or to, Roth Capital Partners, as sales agent or principal. See “Plan of Distribution” beginning
on page S-10 of this prospectus supplement.
|
| |
|
|
| Common stock to be outstanding after this offering(1) |
|
Up to 132,687,941 shares, assuming sales of 11,971,576 shares of our common stock in this offering at an offering price of $2.75 per share, which was the closing price of our common stock on NASDAQ on August 7, 2024. The actual number of shares issued will vary depending on the sales price under this offering. |
| |
|
|
| Risk Factors |
|
Your investment in our common stock involves substantial risks. You should read carefully the “Risk Factors” included and incorporated by reference in this prospectus, including the risk factors incorporated by reference from our filings with the SEC. |
| |
|
|
| NASDAQ symbol |
|
LWLG |
| |
|
|
| Use of Proceeds |
|
We intend to use net proceeds from this offering for general corporate
purposes, including, without limitation, sales and marketing activities, product development, making acquisitions of assets, businesses,
companies or securities, capital expenditures, and for working capital needs. See “Use of Proceeds” beginning on page S-8
of this prospectus supplement. |
(1) The
common stock outstanding after the offering is based on 120,716,365 shares of our common stock outstanding as of August 7, 2024 and the
sale of 11,971,576 shares of our common stock at an assumed offering price of $2.75 per share, the last reported sale price of our common
stock on NASDAQ on August 7, 2024, and excludes the following:
| • | | 8,970,019 shares of our common stock issuable upon the exercise
of stock options outstanding as of August 7, 2024 at a weighted average exercise price of $3.20 per share, of which stock options to
purchase 7,952,994 shares of common stock were then exercisable; |
| • | | 4,155,097 shares of our common stock reserved for future grants
of stock options (or other similar equity instruments) under our equity incentive plans as of August 7, 2024; and |
| • | | 500,000 shares of our common stock reserved for issuance upon
exercise of outstanding warrants outstanding as of August 7, 2024, at a weighted average exercise price of $0.63 per share. |
RISK FACTORS
An investment in our common stock involves a significant
degree of risk. Before you invest in our common stock you should carefully consider those risk factors set forth under the heading “Risk
Factors” in Item 1A. of our most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and in Part II,
Item 1A. of our most recent Quarterly Report on Form 10-Q for the three months ended March 31, 2024, each of which are on file with the
SEC and are incorporated by reference in this prospectus, and those risk factors that may be included in any applicable prospectus supplement,
together with all of the other information included in this prospectus supplement, the accompanying base prospectus and the documents
we incorporate by reference, in evaluating an investment in our common stock. If any of the risks discussed in the foregoing documents
were to occur, our business, financial condition, results of operations and cash flows could be materially adversely affected. Please
read “Cautionary Note Regarding Forward-Looking Statements”.
Risks Related to This Offering
You may experience immediate and substantial
dilution.
The offering price per share
in this offering may exceed the net tangible book value per share of our common stock. Assuming that an aggregate of 11,971,576 shares
of our common stock are sold at a price of $2.75 per share pursuant to this prospectus, which was the last reported sale price of our
common stock on NASDAQ on August 7, 2024, for aggregate proceeds of $31,934,179 after deducting commissions and estimated aggregate offering
expenses payable by us, you would experience immediate dilution of $2.26 per share, representing a difference between our as adjusted
net tangible book value per share as of March 31, 2024, after giving effect to this offering and the assumed offering price. The exercise
of outstanding stock options may result in further dilution of your investment. See the section entitled “Dilution” on page
S-9 of this prospectus supplement for a more detailed illustration of the dilution you would incur if you participate in this offering.
Management will have broad discretion as to
the use of the proceeds from this offering and may not use the proceeds effectively.
Because we have not designated
the amount of net proceeds from this offering to be used for any particular purpose, our management will have broad discretion as to the
application of the net proceeds from this offering and could use them for purposes other than those contemplated at the time of the offering.
Our management may use the net proceeds for corporate purposes that may not improve our financial condition or market value.
Future sales of substantial amounts of our common
stock, or the possibility that such sales could occur, could adversely affect the market price of our common stock.
We may issue up to $32,921,834
of common stock from time to time in this offering. The issuance from time to time of shares in this offering, as well as our ability
to issue such shares in this offering, could have the effect of depressing the market price or increasing the market price volatility
of our common stock. See “Plan of Distribution” on page S-10 of this prospectus supplement for more information about the
possible adverse effects of our sales under the sales agreement.
It is not possible to predict the actual number
of shares we will sell under the sales agreement, or the gross proceeds resulting from those sales.
Subject to certain limitations
in the sales agreement and compliance with applicable law, we have the discretion to deliver a placement notice to the sales agent at
any time throughout the term of the sales agreement. The number of shares that are sold through the sales agent after delivering a placement
notice will fluctuate based on a number of factors, including the market price of the common stock during the sales period, the limits
we set with the sales agent in any applicable placement notice, and the demand for our common stock during the sales period. Because the
price per share of each share sold will fluctuate during the sales period, it is not currently possible to predict the number of shares
that will be sold or the gross proceeds to be raised in connection with those sales.
The common stock offered hereby will be sold
in “at the market offerings,” and investors who buy shares at different times will likely pay different prices.
Investors who purchase shares
in this offering at different times will likely pay different prices, and so may experience different levels of dilution and different
outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares
sold in this offering. In addition, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience
a decline in the value of the shares they purchase in this offering as a result of sales made at prices lower than the prices they paid.
USE OF PROCEEDS
We may receive up to $32,921,834
in aggregate gross proceeds under the Purchase Agreement from any sales we make after the date of this prospectus supplement pursuant
to the sales agreement with Roth Capital Partners. The amount of proceeds from this offering will depend upon the number of shares of
our common stock sold and the market price at which they are sold. There can be no assurance that we will be able to sell any shares under
or fully utilize the sales agreement with Roth Capital Partners.
We intend to use net proceeds
from this offering for general corporate purposes, including, without limitation, sales and marketing activities, product development,
making acquisitions of assets, businesses, companies or securities, capital expenditures, and for working capital needs.
DILUTION
If you invest in our common stock,
your ownership interest will be diluted to the extent of the difference between the public offering price per share and the as-adjusted
net tangible book value per share after this offering. Our net tangible book value of our common stock on March 31, 2024, was approximately
$33,121,383, or approximately $0.28 per share of common stock based on 119,795,941 shares outstanding. We calculate net tangible book
value per share by dividing the net tangible book value, which is tangible assets less total liabilities, by the number of outstanding
shares of our common stock.
After giving effect to the sale
of common stock pursuant to this prospectus in the aggregate amount of $32,921,834 at an assumed offering price of $2.75 per share, the
last reported sale price of our common stock on The Nasdaq Capital Market on August 7, 2024, and after deducting commissions and estimated
aggregate offering expenses payable by us, our net tangible book value as of March 31, 2024, would have been $65,055,562, or $0.49 per
share of common stock. This represents an immediate increase in the net tangible book value of $0.21 per share to our existing stockholders
and an immediate dilution in net tangible book value of $2.26 per share to new investors. The following table illustrates this per share
dilution:
| Assumed offering price per share | |
| | | |
$ | 2.75 | |
| Net tangible book value per share as of March 31, 2024 | |
$ | 0.28 | | |
| | |
| Increase in net tangible book value per share after this offering | |
$ | 0.21 | | |
| | |
| As-adjusted net tangible book value per share after this offering | |
| | | |
$ | 0.49 | |
| | |
| | | |
| | |
| Dilution per share to new investors in this offering | |
| | | |
$ | 2.26 | |
The common stock outstanding after the offering is
based on 119,795,941 shares of our common stock outstanding as of March 31, 2024 and the sale of 11,971,576 shares of our common stock
at an assumed offering price of $2.75 per share, the last reported sale price of our common stock on NASDAQ on August 7, 2024, and excludes
the following:
| • | | 8,970,019 shares of our common stock issuable upon the exercise
of stock options outstanding as of August 7, 2024 at a weighted average exercise price of $3.20 per share, of which stock options to
purchase 7,952,994 shares of common stock were then exercisable; |
| • | | 4,155,097 shares of our common stock reserved for future grants
of stock options (or other similar equity instruments) under our equity incentive plans as of August 7, 2024; and |
| • | | 500,000 shares of our common stock reserved for issuance upon
exercise of outstanding warrants outstanding as of August 7, 2024, at a weighted average exercise price of $0.63 per share. |
DIVIDEND POLICY
We do not currently anticipate
declaring or paying cash dividends on our capital stock in the foreseeable future. We currently intend to retain all of our future earnings,
if any, to finance the operation and expansion of our business. Any future determination relating to our dividend policy will be made
at the discretion of our board of directors and will depend on a number of factors, including future earnings, capital requirements, future
prospects, contractual restrictions and covenants and other factors that our board of directors may deem relevant.
PLAN OF DISTRIBUTION
We entered into a sales agreement
with Roth Capital Partners on December 9, 2022, which we filed as an exhibit to our Current Report on Form 8-K on December 9, 2022 and
incorporated by reference in this prospectus supplement and the accompanying prospectus. Under the terms of the sales agreement, we may
offer and sell up to $32,921,834 of shares of our common stock under this prospectus (the “Offering”), from time to time through
or to Roth Capital Partners, as sales agent or principal. Sales of shares of our common stock, if any, under this prospectus may be made
by any method deemed to be an “at the market offering” as defined in Rule 415 under the Securities Act. We may instruct the
sales agent not to sell common stock if the sales cannot be effected at or above the price designated by us from time to time. We or the
sales agent may suspend the offering of common stock upon notice and subject to other conditions.
The sales agent will offer our
common stock subject to the terms and conditions of the sales agreement as agreed upon by us and the sales agent. Each time we wish to
issue and sell common stock under the sales agreement, we will notify the sales agent of the number or dollar value of shares to be issued,
the time period during which such sales are requested to be made, any limitation on the number of shares that may be sold in one day,
any minimum price below which sales may not be made and other sales parameters as we deem appropriate. Once we have so instructed the
sales agent, unless the sales agent declines to accept the terms of the notice, the sales agent has agreed to use its commercially reasonable
efforts consistent with its normal trading and sales practices to sell such shares up to the amount specified on such terms. The obligations
of the sales agent under the sales agreement to sell our common stock are subject to a number of conditions that we must meet.
We will pay the sales agent commissions
for its services in acting as agent in the sale of our common stock at a commission rate equal to up to 3% of the gross sale price per
share sold. We estimate that the total expenses for the offering, excluding compensation and reimbursement payable to the sales agent
under the sales agreement, will be approximately $85,000. We have also agreed to reimburse the sales agent for its reasonable out-of-pocket
expenses, including attorney’s fees, for this Offering, in an amount not to exceed $35,000.
Settlement for sales of common
stock will occur on the second business day following the date on which any sales are made, or on some other date that is agreed upon
by us and the sales agent in connection with a particular transaction, in return for payment of the net proceeds to us. There is no arrangement
for funds to be received in an escrow, trust or similar arrangement.
In connection with the sale of
the common stock on our behalf, Roth Capital Partners will be deemed to be an underwriter within the meaning of the Securities Act, and
its compensation as sales agent will be deemed to be underwriting commissions or discounts. We have agreed to provide indemnification
and contribution to Roth Capital Partners against certain civil liabilities, including liabilities under the Securities Act.
The offering pursuant to the sales
agreement will terminate upon the earlier of (1) the issuance and sale of all shares of our common stock subject to the sales agreement;
and (2) the termination of the sales agreement as permitted therein.
The prospectus in electronic
format may be made available on websites maintained by the sales agent. The sales agent and its affiliates have in the past and may in
the future provide various investment banking and other financial services for us and our affiliates, for which services it may in the
future receive customary fees. To the extent required by Regulation M, the sales agent will not engage in any market making activities
involving our common stock while the offering is ongoing under this prospectus supplement. This summary of the material provisions of
the sales agreement does not purport to be a complete statement of its terms and conditions.
LEGAL MATTERS
The validity of the securities
offered by this prospectus has been passed upon for us by Snell & Wilmer, L.L.P., Reno, Nevada. Certain legal matters will be passed
upon for Roth Capital Partners by Pryor Cashman LLP, New York, New York.
EXPERTS
Morison Cogen LLP, our independent
registered public accounting firm, has audited our balance sheets as of December 31, 2023 and 2022, and the related statements of operations,
stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes
(herein referred to as “financial statements”), as set forth in their report, which is incorporated by reference in the prospectus
supplement and elsewhere in this registration statement. We have included our financial statements in this prospectus supplement and elsewhere
in the registration statement. Our consolidated financial statements are incorporated by reference in reliance on Morison Cogen LLP’s
report, given on their authority as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the information
requirements of the Securities Exchange Act of 1934 (the “Exchange Act”). Accordingly, we file annual, quarterly and current
reports, proxy statements as may be required and other information with the SEC and filed a registration statement on Form S-3 under the
Securities Act relating to the securities offered by this prospectus. This prospectus, which forms part of the registration statement,
does not contain all of the information included in the registration statement. For further information, you should refer to the registration
statement and its exhibits.
You can review our filings by
accessing the website maintained by the SEC at http://www.sec.gov. The site contains reports, proxy and information statements
and other information regarding issuers that file electronically with the SEC. In addition to the foregoing, we maintain a website at
www.LightwaveLogic.com. Our website content is made available for informational purposes only. It should neither be relied upon
for investment purposes nor is it incorporated by reference into this prospectus. We make available at https://www.lightwavelogic.com/investors/
copies of our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and any amendments to such
document as soon as practicable after we electronically file such material with or furnish such documents to the SEC.
DOCUMENTS INCORPORATED BY REFERENCE
The SEC allows us to “incorporate
by reference” into this prospectus certain information that we file with the SEC, which means that we can disclose important information
to you by referring you to other documents separately filed by us with the SEC that contain such information. The information we incorporate
by reference is considered to be part of this prospectus and information we later file with the SEC will automatically update and supersede
the information in this prospectus. The following documents filed by us with the SEC pursuant to Section 13(a) of the Exchange Act and
any of our future filings under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, except for information furnished under Item 2.02
or 7.01 of Current Report on Form 8-K or other information “furnished” to the SEC, or any exhibits related thereto, made
before the termination of the offering are incorporated by reference herein:
Any statement contained in this
prospectus or in a document incorporated or deemed to be incorporated by reference into this prospectus will be deemed to be modified
or superseded to the extent that a statement contained in this prospectus or any subsequently filed document that is deemed to be incorporated
by reference into this prospectus modifies or supersedes the statement. In addition, all documents subsequently filed by us pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than any such documents or portions thereof that are furnished under
Item 2.02 or Item 7.01 of Form 8-K, unless otherwise indicated therein, including any exhibits included with such Items) before the date
the offering of securities hereunder is terminated or complete are deemed to be incorporated by reference into, and to be a part of,
this prospectus.
We will provide to each person,
including any beneficial owner, to whom a prospectus is delivered, a copy of any or all of the reports or documents that have been incorporated
by reference in the prospectus contained in the registration statement but not delivered with the prospectus, other than an exhibit to
these filings unless we have specifically incorporated that exhibit by reference into the filing, upon written or oral request and at
no cost to the requester. Requests should be made by writing or telephoning us at the following address:
Lightwave Logic, Inc.
369 Inverness Parkway, Suite 350
Englewood, CO 80112
720-340-4949
S-11
Lightwave Logic, Inc.
Up to $32,921,834 of
Common Stock
PROSPECTUS SUPPLEMENT
August 9, 2024
PROSPECTUS
Lightwave Logic, Inc.
$100,000,000 of Common Stock
Lightwave Logic, Inc., a Nevada corporation (“us”,
“we”, “our”, or the “Company”) may offer and sell from time to time, in one or
more series or issuances and on terms that we will determine at the time of the offering, shares of our common stock, par value $0.001
per share (“Common Stock”) described in this prospectus, up to an aggregate amount of $100,000,000.
This prospectus provides you with a general description
of the securities offered. Each time we offer and sell securities, we will file a prospectus supplement to this prospectus that contains
specific information about the offering and, if applicable, the amounts, prices and terms of the securities. Such supplements may also
add, update or change information contained in this prospectus. You should carefully read this prospectus and the applicable prospectus
supplement before you invest in any of our securities. This prospectus may not be used to consummate sales of securities unless accompanied
by a prospectus supplement.
We may offer and sell the securities described in
this prospectus and any prospectus supplement directly to our stockholders or to other purchasers or through agents on our behalf or through
underwriters or dealers as designated from time to time. If any agents or underwriters are involved in the sale of any of these securities,
the applicable prospectus supplement will provide the names of the agents or underwriters and any applicable fees, commission or discounts.
Our Common Stock is currently quoted on the Nasdaq
Capital Market under the symbol “LWLG”. On July 22, 2024 the last reported sale price of our Common Stock on the Nasdaq Capital
Market was $3.53 per share.
Investing in our securities involves a high degree
of risk. See the section entitled “Risk Factors” on page 4 of this prospectus
and in the documents we filed with the Securities and Exchange Commission that are incorporated in this prospectus by reference for certain
risks and uncertainties you should consider.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus.
Any representation to the contrary is a criminal offense.
This prospectus is dated August
5, 2024.
TABLE OF CONTENTS
i
ABOUT THIS PROSPECTUS
This prospectus of Lightwave Logic, Inc., a Nevada
corporation (collectively with all of its subsidiaries, the “Company”, or “we”, “us”, or “our”)
is a part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission (“SEC”) utilizing
a “shelf” registration process. Under this shelf registration process, we may, from time to time, sell the securities described
in this prospectus in one or more offerings up to a total dollar amount of $100,000,000 as described in this prospectus.
The registration statement of which this prospectus
is a part provides additional information about us and the securities offered under this prospectus. The registration statement, including
the exhibits and the documents incorporated herein by reference, can be read on the SEC website or at the SEC offices mentioned under
the heading “Where You Can Find More Information.”
We will provide a prospectus supplement containing
specific information about the amounts, prices and terms of the securities for a particular offering. The prospectus supplement may add,
update or change information in this prospectus. If the information in the prospectus is inconsistent with a prospectus supplement, you
should rely on the information in that prospectus supplement. You should read both this prospectus and, if applicable, any prospectus
supplement. See “Prospectus Summary — Where You Can Find More Information” for more information.
You should rely only on the information contained
or incorporated by reference in this prospectus and in any prospectus supplement. We have not authorized any other person to provide you
with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making
offers to sell or solicitations to buy the securities in any jurisdiction in which an offer or solicitation is not authorized or in which
the person making that offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make an offer or solicitation.
You should not assume that the information in this prospectus or any prospectus supplement, as well as the information we file or previously
filed with the SEC that we incorporate by reference in this prospectus or any prospectus supplement, is accurate as of any date other
than the date of such document. Our business, financial condition, results of operations and prospects may have changed since those dates.
ii
PROSPECTUS SUMMARY
The items in the following summary are described
in more detail later in this prospectus. This summary does not contain all of the information you should consider. Before investing in
our securities, you should read the entire prospectus carefully, including the “Risk Factors” beginning on page 4
and the financial statements incorporated by reference.
Overview
Lightwave
Logic, Inc. (the “Company”) is a technology company focused on the development of next generation electro-optic photonic
devices made on its P2IC™ technology platform which we have detailed as: 1) Polymer Stack™, 2) Polymer Plus™,
and 3) Polymer Slot™. Our unique polymer technology platform uses in-house proprietary high-activity and high-stability organic
polymers. Electro-optical devices called modulators convert data from electric signals into optical signals for multiple applications.
Our differentiation
at the modulator device level is in higher speed, lower power consumption, simplicity of manufacturing, small footprint (size), and reliability.
We have demonstrated higher speed and lower power consumption in packaged devices, and during 2023, we continued to make advances in techniques
to translate our world class material properties to efficient, reliable modulator devices with commercial foundries. We are currently
focused on testing and demonstrating the simplicity of manufacturability and reliability of our devices, including in conjunction with
the silicon photonics manufacturing ecosystem. In 2023, we worked with silicon-based foundry partners to help scale in volume our polymer
modulator devices and we received working modulator chips from these foundries. We have advanced and matured our interactions with our
foundry partners and we continue to receive working modulator chips for prototyping. Silicon-based foundries are large semiconductor fabrication
plants developed for the electronics IC business, that are now engaging with silicon photonics to increase their wafer throughput. Partnering
with silicon-based foundries not only demonstrates that our polymer technology can be transferred into standard production lines using
standard equipment, it also allows us to efficiently utilize our capital. The foundry partnerships will allow us to scale our high-performance
polymer optical engines quickly and efficiently. We have now received silicon wafers that range up to 200mm in diameter, which aligns
well with foundry manufacturing. Using 200mm silicon wafers, we showed packaged polymer modulators operating with open (clean) eye diagrams
at 100GBaud PAM4 (or 200Gbps PAM4) at voltage drive levels at 1V at the 2024 Optical Fiber Conference in San Diego, California in March
2024 (“OFC 2024"). OFC is a leading international conference bringing together the complete value chain of fiber communications,
datacentric, and telecommunications industrial players. We also showed polymer modulators with voltage drive levels that were below 1V.
Driving voltage levels of around 1V is important as it allows our polymer modulators to be driven directly from CMOS ICs (as opposed to
dedicated driver integrated circuit chips). This performance is ideal to enable 4 lanes at 200Gbps per lane pluggable transceivers that
can operate at an aggregate data rate of 800Gbps. Since the invited talk at OFC 2024, a number of Tier 1 pluggable transceiver companies
have both reviewed our technical results and viewed operating packaged polymer slot modulators at 200Gbps PAM4 with drive voltages at
1V.
Our extremely
strong and broad patent portfolio allows us to optimize our business model in three areas: 1) Traditional focus on product development,
2) Patent licensing and 3) Technology transfer to foundries. We are continually looking to strengthen our patent portfolio both by internal
inventions and acquisition of intellectual property.
We are
initially targeting applications in fiber optic data communications and telecommunications markets and are exploring other applications
that include automotive/LIDAR, sensing, displays etc., for our polymer technology platform. Our goal is to have our unique polymer technology
platform become ubiquitous across many market verticals over and above the optical fiber optic communications markets.
Generative
Artificial Intelligence (G-AI) has been integrating deeper within our daily activities with applications to make us more efficient and
possibly smarter. The impact on the internet is huge, and the internet is based on an optical network that utilizes data centers to route
and switch traffic or information to and from destinations. Data centers are being upgraded today in a fashion that the industry has not
seen before with significant investments of capital. The expected demands of increased traffic, information, and data driven by G-AI is
changing the way the internet is being operated. G-AI is now creating new and interesting market opportunities to upgrade the internet.
Three of these opportunities are important today: density, speed, and low power and these are very well aligned with our high performance
electro-optic polymers modulator platform. We are designing high performance polymer modulator optical engines to support the rise and
growth of G-AI as it generates more information that will travel through the internet and optical network. While we are not directly a
G-AI company designing electronic processors, we do see immediate benefits of enabling higher levels of information to cross the internet
using our optical polymer modulator platform.
Commencement of Commercial Operations
We commenced
commercial operations in May 2023. Presently, our commercial operations consist of a material
supply license agreement to provide Perkinamine® chromophore
materials for polymer based photonic devices and photonic integrated circuits (PICs). The license agreement represents tangible commercial
progress for electro-optic polymers as part of our Company's business plan. Our Company is also in various stages of photonic
device and materials development and evaluation with potential customers and strategic partners. We expect to continue to obtain a revenue
stream from technology licensing agreements, and to obtain additional revenue streams from technology transfer agreements and direct sale
of our electro-optic device components. We have seen increased interest in our materials during 2023 and we are in discussions on future
license agreements.
Materials Development
Our
Company designs and synthesizes organic chromophores for use in its own proprietary electro-optic polymer systems and
photonic device designs. A polymer system is not solely a material, but also encompasses various technical enhancements necessary for
its implementation. These include host polymers, poling methodologies, and molecular spacer systems that are customized to achieve specific
optical properties. Our organic electro-optic polymer systems compounds are mixed into solution form that allows for thin film application.
Our proprietary electro-optic polymers are designed at the molecular level for potentially superior performance, stability, and cost-efficiency.
We believe our proprietary and unique polymers have the potential to replace more expensive, higher power consuming, slower-performance
materials such as semiconductor-based modulator devices that are used in fiber-optic communication networks today.
Our patented
and patent pending molecular architectures are based on a well-understood chemical and quantum mechanical occurrence known as aromaticity.
Aromaticity provides a high degree of molecular stability that enables our core molecular structures to maintain stability under a broad
range of operating conditions.
We expect
our patented and patent-pending optical materials along with trade secrets and licensed materials, to be the core of and the enabling
technology for future generations of optical devices, modules, sub-systems, and systems that we will develop or enable our partners to
fully commercialize. Examples of our partners include electro-optic device manufacturers, contract manufacturers, original equipment manufacturers,
foundries, packaging and assembly manufacturers etc. Our Company contemplates future applications in market verticals that may address
the needs of semiconductor companies, optical network companies, Web 2.0/3.0 media companies, high performance computing companies, telecommunications
companies, aerospace companies, automotive companies, as well as for example, government agencies and defense entities.
Device Design and Development
Electro-optic Modulators
Our
Company designs its own proprietary electro-optical modulation devices. Electro-optical modulators convert data from electric signals
into optical signals that can then be transmitted over high-speed fiber-optic cables. Our modulators are electro-optic, meaning they work
because the optical properties of the polymers are affected by electric fields applied by means of electrodes. Modulators are key components
that are used in fiber optic telecommunications, data communications, and data centers networks etc., to convey the high data flows that
have been driven by applications such as pictures, video streaming, movies etc., that are being transmitted through the Internet. Electro-optical
modulators are expected to continue to be an essential element as the appetite and hunger for data increases every year as well as the
drive towards lower power consumption, and smaller footprint (size).
Polymer Photonic Integrated Circuits (P2ICTM)
Our Company
also designs its own proprietary Photonic Integrated Circuits (otherwise termed a polymer PIC). A polymer PIC is a photonic device that
integrates several photonic functions on a single chip. We believe that our technology can enable an ultra-miniaturization footprint that
is needed to increase the number of photonic functions residing on a semiconductor chip. We see this creating a progression like what
was seen in the computer integrated circuits, commonly referred to as Moore’s Law. One type of integration is to combine several
instances of the same photonic functions such as a plurality of modulators to create a multi-lane polymer PIC. The number of lanes can
be varied depending on application. For example, the number of photonic components could increase by a factor of 4, 8, or 16. Another
type of integration is to combine different types of devices including from different technology bases such as the combination of a semiconductor
laser with a polymer modulator. Our P2IC™ platform encompasses both these types of architecture.
Current
semiconductor photonic technology today is both struggling to reach faster device speeds as well as seamless integration with commercial
silicon foundries. Our modulator devices, enabled by our electro-optic polymer material systems, work at extremely high frequencies (wide
bandwidths) and possess inherent advantages over current crystalline electro-optic material contained in most modulator devices such as
bulk lithium niobate (LiNbO3), indium phosphide (InP), silicon (Si), and gallium arsenide (GaAs). Our advanced electro-optic polymer platform
is creating a new class of modulators such as the Polymer Stack™, Polymer Plus™, Polymer Slot™, and associated PIC platforms
that can address higher data rates in a lower cost, lower power consuming manner, smaller footprint (size) with much simpler data encoding
techniques. Our electro-optic polymer material will boost the performance of standard PIC platforms such as silicon photonics and indium
phosphide. Further, with our recent demonstration of packaged polymer slot modulator devices fabricated onto commercial silicon 200mm
wafers using a commercial silicon foundry, our electro-optic polymer material is much easier to integrate with silicon foundries compared
to competitive crystalline electro-optic materials.
Our electro-optic
polymers can be integrated with other materials platforms because they can be applied as a thin film coating in a fabrication clean room
such as may be found in semiconductor foundries using standard clean room tooling. These approaches enable our Polymer Plus™ and
Polymer Slot™ device platforms to not only be competitive but fully integrated with foundries. Our polymers are unique in that they
are stable enough to seamlessly integrate into existing CMOS, Indium Phosphide (InP), Gallium Arsenide (GaAs), and other semiconductor
manufacturing lines. Of relevance are the integrated silicon photonics platforms that combine optical and electronic functions. These
include a miniaturized modulator for ultra-small footprint applications in which we term the Polymer Slot™. This design is based
on a slot modulator fabricated into semiconductor wafers that can include either silicon or indium phosphide.
Our Company has a fabrication
facility in Colorado to apply standard fabrication processes to our electro-optic polymers which create modulator devices. While our internal
fabrication facility is capable of manufacturing modulator devices, we have partnered with commercial silicon-based fabrication companies
that are called foundries who can scale our technology with volume quickly and efficiently. The process recipe for fabrication plants
or foundries is called a ‘process development kit’ or PDK. We are currently working with commercial foundries to implement
our electro-optic polymers into accepted PDKs by the foundries. One of the metrics for successful implementation of PDK is to receive
working modulator chips. Our work with the foundries is being focused with the Polymer Plus™ and the Polymer Slot™ polymer
modulators.
Our Company
We were incorporated under the
laws of the State of Nevada on June 24, 1997. In 2004, we acquired PSI-TEC Corp., and in 2006 we merged with PSI-TEC Corp. PSI-TEC Corp.
was incorporated under the laws of the State of Delaware on September 12, 1995. In 2008, we changed our name to Lightwave Logic, Inc.
Unless the context otherwise requires, all references to the “Company,” “we,” “our” or “us”
and other similar terms means Lightwave Logic, Inc., a Nevada corporation. Our trademarks in the United States include P2ICTM
and Perkinamine®. All other trademarks, service marks and trade names included or
incorporated by reference in this prospectus are the property of their respective owners.
Our principal executive office
is located at 369 Inverness Parkway, Suite 350, Englewood, CO 80112, and our telephone number is (720) 340-4949. Our website address is
www.lightwavelogic.com. No information found on our website is part of this prospectus.
RISK FACTORS
An investment in our Common Stock involves significant
risks. You should carefully consider the risk factors contained in our filings with the SEC, as well as all of the information contained
in any prospectus supplement, free writing prospectus and amendments thereto, before you decide to invest in our Common Stock. Our business,
prospects, financial condition and results of operations may be materially and adversely affected as a result of any of such risks. The
value of our Common Stock could decline as a result of any of these risks. You could lose all or part of your investment in our Common
Stock. Some of our statements in sections entitled “Risk Factors” are forward-looking statements. You should also consider
the risks, uncertainties and assumptions discussed under “Part I—Item 1A—Risk Factors” of our most recent Annual
Report on Form 10-K and in “Part II—Item 1A—Risk Factors” in our most recent Quarterly Report on Form 10-Q filed
subsequent to such Form 10-K that are incorporated herein by reference, as may be amended, supplemented or superseded from time to time
by other reports we file with the SEC in the future. The risks and uncertainties we have described are not the only ones we face. Additional
risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our business, prospects, financial
condition and results of operations.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains “forward-looking
statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking
statements can be identified by words such as: “anticipate,” “intend,” “plan,” “goal,”
“seek,” “believe,” “project,” “estimate,” “expect,” “continuing,”
“ongoing,” “strategy,” “future,” “likely,” “may,” “should,” “could,”
“will” and similar references to future periods. Examples of forward-looking statements include, among others, statements
we make regarding expected operating results, such as anticipated revenue; anticipated levels of capital expenditures for our current
fiscal year; our belief that we have, or will have, sufficient liquidity to fund our business operations during the next 12 months; strategy
for gaining customers, growth, product development, market position, financial results and reserves.
Forward-looking statements are
neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations, and
assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy
and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks
and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial
condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these
forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those
indicated in the forward-looking statements include, among others, the following: lack of available funding; general economic and business
conditions; deterioration in global economic and financial market conditions generally; 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; and
other factors beyond the Company’s control.
The ultimate correctness of these
forward-looking statements depends upon a number of known and unknown risks and events. We discuss our known material risks under Part
I Item 1.A “Risk Factors” contained in our Company’s Annual Report on Form 10-K for the year ended December 31, 2023,
and under Part II Item 1.A “Risk Factors” contained in our Company’s Quarterly Report on Form 10-Q for the three months
ended March 31, 2024. Many factors could cause our actual results to differ materially from the forward-looking statements. In addition,
we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual
results to differ materially from those contained in any forward-looking statements.
Any forward-looking statement
made by us in this prospectus is based only on information currently available to us and speaks only as of the date on which it is made.
We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time,
whether as a result of new information, future developments or otherwise.
USE OF PROCEEDS
We will retain broad discretion
over the use of the net proceeds to us from the sale of our securities under this prospectus. Unless otherwise provided in the applicable
prospectus supplement, we currently expect to use the net proceeds that we receive from this offering for working capital and other general
corporate purposes. We may also use a portion of the net proceeds to acquire, license or invest in complementary technologies or businesses;
however, we currently have no agreements or commitments to complete any such transaction. The expected use of net proceeds of this offering
represents our current intentions based on our present plans and business conditions. We cannot specify with certainty all of the particular
uses for the net proceeds to be received upon the closing of this offering.
DESCRIPTION OF OUR COMMON STOCK
The following description of our
common stock is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to our Articles
of Incorporation, as amended (the “articles of incorporation”) and our Restated Bylaws (the “bylaws”), each of
which are incorporated by reference to this prospectus. We encourage you to read our articles of incorporation, our bylaws and the applicable
provisions of the Nevada Revised Statutes for additional information.
Authorized Share Capital. The
Company’s authorized capital stock consists of 250,000,000 shares of common stock, par value $0.001 per share and 1,000,000 shares
of preferred stock, par value $0.001 per share.
Voting. Each outstanding
share of common stock is entitled to one vote on all matters to be submitted to a vote of the shareholders. Holders do not have preemptive
rights, so we may issue additional shares that may reduce each holder’s voting and financial interest in our Company. Cumulative
voting does not apply to the election of directors, so holders of more than 50% of the shares voted for the election of directors can
elect all of the directors. All elections for directors shall be decided by a plurality vote; all other questions shall be decided by
majority vote except as otherwise provided by Nevada Revised Statutes. Our bylaws permit the holders of the same percentage of all shareholders
entitled to vote at a meeting to take action by written consent without a meeting.
Dividend Rights. Holders
of common stock are entitled to receive dividends when, as and if declared by the board of directors out of funds legally available therefor.
Liquidation Preferences.
In the event of liquidation, dissolution or winding up of our Company, holders of common stock are entitled to share ratably in all assets
remaining available for distribution to them after payment of liabilities and after provision has been made for each class of stock, if
any, having preference over the common stock.
Other Terms. Holders of
common stock do not have any conversion, redemption provisions or other subscription rights. All of the outstanding shares of common stock
are fully paid and non-assessable.
Anti-Takeover Provisions
Certain of our charter, statutory
and contractual provisions could make the removal of our management and directors more difficult and may discourage transactions that
otherwise could involve payment of a premium over prevailing market prices for our common stock. Furthermore, the existence of the foregoing
provisions could lower the price that investors might be willing to pay in the future for shares of our common stock. They could also
deter potential acquirers of our Company, thereby reducing the likelihood that you could receive a premium for your common stock in an
acquisition.
Charter and Bylaw Provisions
Our articles of incorporation
and bylaws contain the following provisions that may have the effect of discouraging unsolicited acquisition proposals:
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authorize our board of directors to create and issue, without stockholder approval, preferred stock, thereby increasing the number of outstanding shares, which can deter or prevent a takeover attempt; |
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prohibit cumulative voting in the election of directors, which would otherwise allow less than a majority of stockholders to elect director candidates; |
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empower our board of directors to fill any vacancy on our board of directors, whether such vacancy occurs as a result of an increase in the number of directors or otherwise; |
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provide that our board of directors be divided into three classes, with approximately one-third of the directors to be elected each year; |
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provide that special meetings of our stockholders may only be called by the chairperson, president or chief executive officer, or by resolution of the board of directors or at the request in writing of stockholders owning 66 2/3% in amount of the entire capital stock of the Company issued and outstanding and entitled to vote; |
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establish advance notice procedures with regard to stockholder proposals relating to stockholder nominees for director and other stockholder proposals; |
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provide that our board of directors is expressly authorized to adopt, amend or repeal our bylaws; and |
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provide that our directors will be elected by a plurality of the votes cast in the election of directors. |
These provisions could lower the price that future
investors might be willing to pay for shares of our common stock.
Nevada Law
Nevada Revised Statutes sections
78.378 to 78.3793 provide state regulation over the acquisition of a controlling interest in certain Nevada corporations unless the articles
of incorporation or bylaws of the corporation provide that the provisions of these sections do not apply. Our articles of incorporation
and bylaws do not state that these provisions do not apply. The statute creates a number of restrictions on the ability of a person or
entity to acquire control of a Nevada company by setting down certain rules of conduct and voting restrictions in any acquisition attempt,
among other things. The statute contains certain limitations and it may not apply to our Company. These provisions may have the effect
of deterring hostile takeovers or delaying changes in control, which could depress the market price of our common stock and deprive shareholders
of opportunities to realize a premium on shares of common stock held by them.
Contractual Provisions
Our employee stock option agreements
include change-in-control provisions that allow us to grant options or stock purchase rights that may become vested immediately upon a
change in control. The terms of change of control provisions contained in certain of our senior executive employee agreements may also
discourage a change in control of our Company.
Our board of directors also has
the power to adopt a shareholder rights plan that could delay or prevent a change in control of our Company even if the change in control
is generally beneficial to our shareholders. These plans, sometimes called “poison pills,” are oftentimes criticized by institutional
investors or their advisors and could affect our rating by such investors or advisors. If our board of directors adopts such a plan, it
might have the effect of reducing the price that new investors are willing to pay for shares of our common stock.
Together, these charter, statutory
and contractual provisions could make the removal of our management and directors more difficult and may discourage transactions that
otherwise could involve payment of a premium over prevailing market prices for our common stock. Furthermore, the existence of the foregoing
provisions, could limit the price that investors might be willing to pay in the future for shares of our common stock. They could also
deter potential acquirers of our Company, thereby reducing the likelihood that you could receive a premium for your common stock in an
acquisition.
Listing
Our common stock is listed on
the NASDAQ Capital Market under the symbol “LWLG.”
Transfer Agent and Registrar
The transfer agent and registrar
for our common stock is Broadridge Corporate Issuer Solutions, Inc.
PLAN OF DISTRIBUTION
We may sell securities:
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directly to purchasers; or |
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through a combination of any of these methods of sale. |
In addition, we may issue the securities as a dividend
or distribution to our existing securityholders.
We may directly solicit offers to purchase securities
or agents may be designated to solicit such offers. We will, in the prospectus supplement relating to such offering, name any agent that
could be viewed as an underwriter under the Securities Act and describe any commissions that we must pay. Any such agent will be acting
on a best-efforts basis for the period of its appointment or, if indicated in the applicable prospectus supplement, on a firm commitment
basis. This prospectus may be used in connection with any offering of our securities through any of these methods or other methods described
in the applicable prospectus supplement.
The distribution of the securities may be affected
from time to time in one or more transactions:
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at a fixed price or prices that may be changed from time to time; |
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at market prices prevailing at the time of sale; |
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at prices related to such prevailing market prices; or |
Each prospectus supplement will
describe the method of distribution of the securities and any applicable restrictions.
The prospectus supplement with
respect to the securities of a particular series will describe the terms of the offering of the securities, including the following:
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the name of the agent or any underwriters; |
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the public offering or purchase price; |
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any discounts and commissions to be allowed or paid to the agent or underwriters; |
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all other items constituting underwriting compensation; |
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any discounts and commissions to be allowed or paid to dealers; and |
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any exchanges on which the securities will be listed. |
If any underwriters or agents
are utilized in the sale of the securities in respect of which this prospectus is delivered, we will enter into an underwriting agreement
or other agreement with them at the time of sale to them, and we will set forth in the prospectus supplement relating to such offering
the names of the underwriters or agents and the terms of the related agreement with them.
If a dealer is utilized
in the sale of the securities in respect of which the prospectus is delivered, we will sell such securities to the dealer, as principal.
The dealer may then resell such securities to the public at varying prices to be determined by such dealer at the time of resale.
Agents, underwriters, dealers
and other persons may be entitled under agreements that they may enter into with us to indemnification by us against certain civil liabilities,
including liabilities under the Securities Act.
Certain agents, underwriters and
dealers, and their associates and affiliates may be customers of, have borrowing relationships with, engage in other transactions with,
and/or perform services, including investment banking services, for us or one or more of our respective affiliates in the ordinary course
of business.
In order to facilitate the offering
of the securities, any underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of the securities
or any other securities the prices of which may be used to determine payments on such securities. Specifically, any underwriters may over-allot
in connection with the offering, creating a short position for their own accounts. In addition, to cover over-allotments or to stabilize
the price of the securities or of any such other securities, the underwriters may bid for, and purchase, the securities or any such other
securities in the open market. Finally, in any offering of the securities through a syndicate of underwriters, the underwriting syndicate
may reclaim selling concessions allowed to an underwriter or a dealer for distributing the securities in the offering if the syndicate
repurchases previously distributed securities in transactions to cover syndicate short positions, in stabilization transactions or otherwise.
Any of these activities may stabilize or maintain the market price of the securities above independent market levels. Any such underwriters
are not required to engage in these activities and may end any of these activities at any time.
Any underwriters that are qualified
market makers on the Nasdaq Capital Market may engage in passive market making transactions in the common stock on the Nasdaq Capital
Market in accordance with Regulation M under the Exchange Act, during the business day prior to the pricing of the offering, before the
commencement of offers or sales of the common stock. Passive market makers must comply with applicable volume and price limitations and
must be identified as passive market makers. In general, a passive market maker must display its bid at a price not in excess of the highest
independent bid for such security; if all independent bids are lowered below the passive market maker’s bid, however, the passive
market maker’s bid must then be lowered when certain purchase limits are exceeded. Passive market making may stabilize the market
price of the securities at a level above that which might otherwise prevail in the open market and, if commenced, may be discontinued
at any time.
LEGAL MATTERS
The validity of the securities offered by this prospectus
has been passed upon for us by Snell & Wilmer L.L.P. If legal matters in connection with offerings made pursuant to this prospectus
are passed upon by counsel for the underwriters, dealers or agents, if any, such counsel will be named in the prospectus supplement relating
to such offering.
EXPERTS
Morison Cogen LLP, our independent registered public
accounting firm, has audited our balance sheets as of December 31, 2023 and 2022, and the related statements of operations, stockholders’
equity, and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes (herein referred
to as “financial statements”), as set forth in their report, which is incorporated by reference in the prospectus and elsewhere
in this registration statement. We have included our financial statements in this prospectus and elsewhere in the registration statement.
Our consolidated financial statements are incorporated by reference in reliance on Morison Cogen LLP’s report, given on their authority
as experts in accounting and auditing.
DISCLOSURE ON COMMISSION POSITION ON INDEMNIFICATION
Insofar as indemnification for liabilities arising
under the Securities Act, as amended, may be permitted to directors, officers, and controlling persons of the registrant pursuant to the
Company’s constituent documents, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling
person in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person connected
with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication of such issue.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the information requirements of
the Securities Exchange Act of 1934 (the “Exchange Act”). Accordingly, we file annual, quarterly and current reports, proxy
statements as may be required and other information with the SEC and filed a registration statement on Form S-3 under the Securities Act
relating to the securities offered by this prospectus. This prospectus, which forms part of the registration statement, does not contain
all of the information included in the registration statement. For further information, you should refer to the registration statement
and its exhibits.
You can review our filings by accessing the website
maintained by the SEC at http://www.sec.gov. The site contains reports, proxy and information statements and other information
regarding issuers that file electronically with the SEC. In addition to the foregoing, we maintain a website at www.LightwaveLogic.com.
Our website content is made available for informational purposes only. It should neither be relied upon for investment purposes nor is
it incorporated by reference into this prospectus. We make available at https://www.lightwavelogic.com/investors/ copies of our
Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and any amendments to such document as soon
as practicable after we electronically file such material with or furnish such documents to the SEC.
DOCUMENTS INCORPORATED BY REFERENCE
The SEC allows us to “incorporate by reference”
into this prospectus certain information that we file with the SEC, which means that we can disclose important information to you by
referring you to other documents separately filed by us with the SEC that contain such information. The information we incorporate by
reference is considered to be part of this prospectus and information we later file with the SEC will automatically update and supersede
the information in this prospectus. The following documents filed by us with the SEC pursuant to Section 13(a) of the Exchange Act and
any of our future filings under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, except for information furnished under Item 2.02
or 7.01 of Current Report on Form 8-K or other information “furnished” to the SEC, or any exhibits
related thereto, made before the termination of the offering are incorporated by reference herein:
Any statement contained
in this prospectus or in a document incorporated or deemed to be incorporated by reference into this prospectus will be deemed
to be modified or superseded to the extent that a statement contained in this prospectus or any subsequently filed document that is deemed
to be incorporated by reference into this prospectus modifies or supersedes the statement. In addition, all documents subsequently filed
by us pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than any such documents or portions thereof that are furnished
under Item 2.02 or Item 7.01 of Form 8-K, unless otherwise indicated therein, including any exhibits included with such Items) before
the date the offering of securities hereunder is terminated or complete are deemed to be incorporated by reference into, and to be a
part of, this prospectus.
We will provide to each person, including any beneficial
owner, to whom a prospectus is delivered, a copy of any or all of the reports or documents that have been incorporated by reference in
the prospectus contained in the registration statement but not delivered with the prospectus, other than an exhibit to these filings unless
we have specifically incorporated that exhibit by reference into the filing, upon written or oral request and at no cost to the requester.
Requests should be made by writing or telephoning us at the following address:
Lightwave Logic, Inc.
369 Inverness Parkway, Suite 350
Englewood, CO 80112
720-340-4949
LIGHTWAVE LOGIC, INC.
$100,000,000 of Common Stock
PROSPECTUS
Lightwave Logic (NASDAQ:LWLG)
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Lightwave Logic (NASDAQ:LWLG)
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