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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________

FORM 10-Q/A

(Amendment No. 1)

____________________

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________to _____________

Commission File Number 001-40766

Lightwave Logic, Inc.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of

incorporation or organization)

82-0497368

(I.R.S. Employer Identification No.)

369 Inverness Parkway, Suite 350

Englewood, CO

(Address of principal executive offices)

80112

(Zip Code)

(720) 340-4949

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of exchange on which registered
Common Stock, $0.001 par value per share	LWLG	The Nasdaq Stock Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☐

an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) Yes ☐ No ☒

The number of shares of the registrant’s common stock outstanding as of August 14, 2025 was 129,439,986.

TABLE OF CONTENTS

			Page

Part I	Financial Information		1

	Item 1	Financial Statements	1

	Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26

	Item 4	Controls and Procedures	35

Part II	Other Information		36

	Item 1A	Risk Factors	36

	Item 6	Exhibits	37

		Signatures	38

Explanatory Note

This Amendment No.1 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 (the “Form 10-Q/A”) is being filed by Lightwave Logic, Inc. (the “Company”) to correct the value of the net shares issued in non-cash option exercises and to update related disclosures within the Notes to the Financial Statements, Management’s Discussion and Analysis and Risk Factors. For the quarter ended June 30, 2025, the correction decreased non-cash compensation expense by $705,499. This non-cash adjustment resulted in a corresponding decrease to additional paid-in capital and net loss. The Form 10-Q/A also reflects a correction to the accumulated deficit and additional paid-in capital balances in the Statements of Stockholders’ Equity stemming from Company’s determination that the value of the net shares issued in non-cash option exercises was also incorrectly expensed in the financial statements for the year ended December 31, 2021. The correction resulted in adjustments of $3,407,443 to the accumulated deficit and additional paid-in capital balances in the Statements of Stockholders’ Equity in this Form 10-Q/A.

Except as described above, no other changes have been made to the Form 10-Q as originally filed on August 14, 2025. This Amendment does not reflect events occurring after the date of the original filing and does not modify or update any other disclosures contained therein.

Forward-Looking Statements

This report on Form 10-Q contains, and our officers and representatives may from time to time make, “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: inability to generate significant revenue or to manage growth; lack of available funding; lack of a market for or market acceptance of our products; competition from third parties; general economic and business conditions; intellectual property rights of third parties; changes in the price of our stock and dilution; regulatory constraints and potential legal liability; ability to maintain effective internal controls; security breaches, cybersecurity attacks and other significant disruptions in our information technology systems; changes in technology and methods of marketing; delays in completing various engineering and manufacturing programs; changes in customer order patterns and qualification of new customers; 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; other risks to which our Company is subject; 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, 2024, as amended, and Part II, Item 1.A “Risk Factors” in this report on Form 10-Q. 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.

The forward-looking statements speak only as of the date on which they are made, and, except as required by law, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events.

PART I – FINANCIAL INFORMATION

Item 1: Financial Statements

LIGHTWAVE LOGIC, INC.

FINANCIAL STATEMENTS

JUNE 30, 2025

(UNAUDITED)

CONTENTS

	PAGE
BALANCE SHEETS	2
STATEMENTS OF COMPREHENSIVE LOSS	3
STATEMENTS OF STOCKHOLDERS’ EQUITY	4-5
STATEMENTS OF CASH FLOWS	6
NOTES TO FINANCIAL STATEMENTS	7- 25

LIGHTWAVE LOGIC, INC.

BALANCE SHEETS

(Restated)


	June 30, 2025			December 31, 2024
	(unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	22,106,946		$	27,667,964
Accounts Receivable		10,753			45,565
Prepaid expenses and other current assets		638,856			401,741
TOTAL CURRENT ASSETS		22,756,555			28,115,270

PROPERTY AND EQUIPMENT - net of accumulated depreciation of $6,902,263 and $6,037,723		5,724,559			5,691,545

OTHER ASSETS
Intangible assets - net of accumulated amortization of $825,040 and $771,631		1,410,368			1,355,445
Operating Lease - Right of Use - Building		2,544,785			2,645,723
TOTAL OTHER ASSETS		3,955,153			4,001,168

TOTAL ASSETS	$	32,436,267		$	37,807,983


LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable	$	320,543		$	515,955
Accrued bonuses and accrued expenses		434,222			877,165
Accounts payable and accrued expenses - related parties		147,420			200,779
Contract liability		14,875			23,208
Operating lease liability		181,248			168,289
TOTAL CURRENT LIABILITIES		1,098,308			1,785,396

LONG TERM LIABILITIES
Operating lease liability		2,503,789			2,598,682
TOTAL LONG TERM LIABILITIES		2,503,789			2,598,682

TOTAL LIABILITIES		3,602,097			4,384,078

STOCKHOLDERS' EQUITY
Preferred stock, $0.001 par value, 1,000,000 authorized, no shares issued or outstanding		—			—
Common stock $0.001 par value, 250,000,000 authorized, 126,466,708 and 123,301,653 issued and outstanding at June 30, 2025 and December 31, 2024		126,467			123,302
Additional paid-in-capital		185,723,412			180,956,329
Deferred compensation		(353,061	)		(656,735	)
Accumulated deficit		(156,662,648	)		(146,998,991	)

TOTAL STOCKHOLDERS' EQUITY		28,834,170			33,423,905

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	32,436,267		$	37,807,983

See accompanying notes to these financial statements.

LIGHTWAVE LOGIC, INC.

STATEMENTS OF COMPREHENSIVE LOSS

(UNAUDITED)


	Three Months Ended			Three Months Ended			Six Months Ended			Six Months Ended
	June 30, 2025 (Restated)			June 30, 2024			June 30, 2025 (Restated)			June 30, 2024

NET SALES	$	25,605		$	19,355		$	48,522		$	49,772

COST AND EXPENSE
Cost of sales		3,463			—			5,491			5,175
Research and development		2,621,441			4,362,258			5,710,659			8,982,920
General and administrative		2,300,884			1,896,672			4,137,936			3,152,122
TOTAL COST AND EXPENSE		4,925,788			6,258,930			9,854,086			12,140,217

LOSS FROM OPERATIONS		(4,900,183	)		(6,239,575	)		(9,805,564	)		(12,090,445	)

OTHER INCOME (EXPENSE)
Interest income		168,253			251,730			356,101			505,066
Commitment fee		(235,801	)		(28,982	)		(243,830	)		(105,959	)
Gain (loss) on disposal of property and equipment		—			—			28,800			(3,166	)
Other income (expense)		1,098			(2,857	)		836			(5,091	)


NET LOSS	$	(4,966,633	)	$	(6,019,684	)	$	(9,663,657	)	$	(11,699,595	)

LOSS PER SHARE
Basic and diluted	$	(0.04	)	$	(0.05	)	$	(0.08	)	$	(0.10	)

WEIGHTED AVERAGE NUMBER OF SHARES
Basic and diluted ⁽¹⁾		125,271,407			120,179,570			124,605,324			119,552,430

⁽¹⁾

For the three and six months ended June 30, 2025, the Company excluded from the calculation of diluted loss per share 668,844 and 1,012,128, shares, respectively, potentially issuable for exercises of options and warrants under incentive compensation plans, as their effect, if included, would have been anti-dilutive due to the Company's net loss position. For the three and six months ended June 30, 2024, the Company excluded from the calculation of diluted loss per share 4,160,711 and 4,265,583 shares, respectively, potentially issuable for exercises of options and warrants under incentive compensation plans, as their effect, if included, would have been anti-dilutive due to the Company's net loss position.

The calculation of diluted loss per common share also excludes non-vested restricted stock units and earned performance stock units that are anti-dilutive based upon the terms of the awards. Such shares were 363,637 and 182,823 for the three and six months ended June 30, 2025, respectively, and zero 0 for the three and six months ended June 30, 2024.

See accompanying notes to these financial statements

LIGHTWAVE LOGIC, INC.

STATEMENTS OF STOCKHOLDERS’ EQUITY

(UNAUDITED)

(Restated)


	Three Months Ended June 30, 2025
	Number of Shares		Common Stock		Additional Paid-in Capital			Deferred Compensation			Accumulated Deficit			Total

BALANCE AT MARCH 31, 2025 (UNAUDITED)		124,654,522	$	124,655	$	183,577,533		$	(456,585	)	$	(151,696,015	)		31,549,588

Common stock issued to institutional investor		650,000		650		687,350			—			—			688,000
Common stock issued for commitment shares		256,340		256		235,545			—			—			235,801
Common stock sales at the market by investment banking company		318,411		318		390,495			—			—			390,813
Exercise of options		57,500		58		40,442			—			—			40,500
Cashless exercise of 1,300,000 options		417,206		417		(192,842	)		—			—			(192,425	)
Options issued for services		—		—		533,650			—			—			533,650
Performance stock units (PSUs) issued for services		—		—		384,925			—			—			384,925
Restricted stock units (RSUs) issued for services		—		—		11,113			—			—			11,113
Restricted stock awards issued for services, net of forfeitures and share settlement for taxes		112,729		113		55,201			(68,189	)		—			(12,875	)
Deferred compensation		—		—		—			171,713			—			171,713
Net loss for the three months ended June 30, 2025		—		—		—			—			(4,966,633	)		(4,966,633	)

BALANCE AT JUNE 30, 2025 (UNAUDITED)		126,466,708	$	126,467	$	185,723,412		$	(353,061	)	$	(156,662,648	)	$	28,834,170


	Six Months Ended June 30, 2025

	Number of Shares		Common Stock		Additional Paid-in Capital			Deferred Compensation			Accumulated Deficit			Total

BALANCE AT DECEMBER 31, 2024		123,301,653	$	123,302	$	180,956,329		$	(656,735	)	$	(146,998,991	)	$	33,423,905

Common stock issued to institutional investor		1,685,881		1,686		2,173,297			—			—			2,174,983
Common stock issued for commitment shares		261,386		261		243,569			—			—			243,830
Common stock sales at the market by investment banking company		368,411		368		506,880			—			—			507,248
Exercise of options		282,500		283		203,717			—			—			204,000
Cashless exercise of 1,350,000 options		434,148		434		(172,359	)		—			—			(171,925	)
Options issued for services		—		—		1,282,692			—			—			1,282,692
Options issued to settle accrued bonuses		—		—		48,068			—			—			48,068
Performance stock units (PSUs) issued for services		—		—		384,925			—			—			384,925
Restricted stock units (RSUs) issued for services		—		—		11,113			—			—			11,113
Restricted stock awards issued for services, net of forfeitures and share settlement for taxes		132,729		133		85,181			(98,189	)		—			(12,875	)
Deferred compensation		—		—		—			401,863			—			401,863
Net loss for the six months ended June 30, 2025		—		—		—			—			(9,663,657	)		(9,663,657	)

BALANCE AT JUNE 30, 2025 (UNAUDITED)		126,466,708	$	126,467	$	185,723,412		$	(353,061	)	$	(156,662,648	)	$	28,834,170

See accompanying notes to these financial statements

LIGHTWAVE LOGIC, INC.

STATEMENTS OF STOCKHOLDERS’ EQUITY

(UNAUDITED)

(Restated)


	Three Months Ended June 30, 2024

	Number of Shares		Common Stock		Additional Paid-in Capital		Deferred Compensation			Accumulated Deficit			Total

BALANCE AT MARCH 31, 2024 (UNAUDITED)		119,795,941		119,796		167,591,403		(368,094	)		(130,143,861	)		37,199,244

Common stock issued to institutional investor		700,000		700		2,342,550		—			—			2,343,250
Common stock issued for commitment shares		7,949		8		28,975		—			—			28,983
Common stock sales at the market by investment banking company		50,000		50		169,380		—			—			169,430
Exercise of options		60,000		60		50,340		—			—			50,400
Options issued for services		—		—		1,710,948		—			—			1,710,948
Restricted stock awards issued for services		92,475		93		307,849		(307,942	)		—			—
Deferred compensation		—		—		—		139,322			—			139,322
Net loss for the three months ended June 30, 2024		—		—		—		—			(6,019,684	)		(6,019,684	)

BALANCE AT JUNE 30, 2024 (UNAUDITED)		120,706,365	$	120,707	$	172,201,445	$	(536,714	)	$	(136,163,545	)	$	35,621,893


	Six Months Ended June 30, 2024

	Number of Shares		Common Stock		Additional Paid-in Capital		Deferred Compensation			Accumulated Deficit			Total

BALANCE AT DECEMBER 31, 2023		118,137,309	$	118,137	$	161,211,920	$	(432,293	)	$	(124,463,950	)	$	36,433,814

Common stock issued to institutional investor		1,950,000		1,950		7,493,650		—			—			7,495,600
Common stock issued for commitment shares		25,431		26		105,934		—			—			105,960
Common stock sales at the market by investment banking company		127,150		127		499,756		—			—			499,883
Exercise of options		355,000		355		230,645		—			—			231,000
Exercise of warrants		19,000		19		14,231		—			—			14,250
Options issued for services		—		—		2,337,460		—			—			2,337,460
Restricted stock awards issued for services		92,475		93		307,849		(307,942	)		—			—
Deferred compensation		—		—		—		203,521			—			203,521
Net loss for the six months ended June 30, 2024		—		—		—		—			(11,699,595	)		(11,699,595	)

BALANCE AT JUNE 30, 2024 (UNAUDITED)		120,706,365	$	120,707	$	172,201,445	$	(536,714	)	$	(136,163,545	)	$	35,621,893

See accompanying notes to these financial statements

LIGHTWAVE LOGIC, INC.

STATEMENTS OF CASH FLOWS

(UNAUDITED)


	Six Months Ended June 30, 2025 (Restated)			Six Months Ended June 30, 2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(9,663,657	)	$	(11,699,595	)
Adjustments to reconcile net loss to net cash used in operating activities
Stock options issued for services		1,282,692			2,337,460
Amortization of deferred compensation		401,863			203,521
Performance stock units issued for services		384,925			—
Restricted stock units issued for services		11,113			—
Common stock issued for commitment shares		243,830			105,960
Depreciation and amortization of patents		943,089			804,737
Amortization of right of use asset		100,938			94,753
(Gain) loss on disposal of property and equipment		(28,800	)		3,166
(Increase) decrease in assets
Accounts receivable		34,812			22,311
Prepaid expenses and other current assets		(237,115	)		476,730
(Decrease) increase in liabilities
Accounts payable		(195,412	)		(529,626	)
Accrued bonuses, accrued expenses and other liabilities		(394,875	)		(382,652	)
Accounts payable and accrued expenses-related parties		(53,359	)		(161,223	)
Contract liability		(8,333	)		(8,334	)
Deferred lease liability		—			(20,889	)
Operating lease liability		(81,934	)		(70,107	)

Net cash used in operating activities		(7,260,222	)		(8,823,788	)

CASH FLOWS FROM INVESTING ACTIVITIES
Cost of intangibles		(108,332	)		(67,445	)
Purchase of property and equipment		(893,894	)		(1,585,772	)

Net cash used in investing activities		(1,002,226	)		(1,653,217	)

CASH FLOWS FROM FINANCING ACTIVITIES
Exercise of options and warrants		204,000			245,250
Cashless option exercise tax payments		(171,926	)		—
Cashless tax payment on vested restricted stock awards		(12,875	)		—
Issuance of common stock, institutional investor		2,174,983			7,495,600
Common stock sales at the market by investment banking company		507,248			499,883

Net cash provided by financing activities		2,701,430			8,240,733

NET DECREASE IN CASH AND CASH EQUIVALENTS		(5,561,018	)		(2,236,272	)

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD		27,667,964			31,432,087

CASH AND CASH EQUIVALENTS - END OF PERIOD	$	22,106,946		$	29,195,815


Supplemental Disclosure of Non-cash activities:
Options issued to settle accrued bonuses	$	48,068		$	—
Trade-in credit for purchase of property and equipment	$	28,800		$	—
Non-cash repurchases of shares issued for net option exercises	$	172,359		$	—
Restricted stock awards issued for services	$	169,846		$	307,942

See accompanying notes to these financial statements

LIGHTWAVE LOGIC, INC.

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2025 AND 2024

NOTE 1 – NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Financial Statements

The accompanying unaudited financial statements have been prepared by Lightwave Logic, Inc. (the “Company”). These statements include all adjustments (consisting only of its normal recurring adjustments) which management believes necessary for a fair presentation of the statements and have been prepared on a consistent basis using the accounting polices described in the Summary of Significant Accounting Policies included in the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as amended, as originally filed with the Securities and Exchange Commission on March 18, 2025 and Amendment No. 1 to the Form 10-K filed on March 28, 2025 (the “2024 Annual Report”). Certain financial information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission, although the Company firmly believes that the accompanying disclosures are adequate to make the information presented not misleading. The financial statements should be read in conjunction with the financial statements and notes thereto included in the 2024 Annual Report. The interim operating results for the three and six months ending June 30, 2025 may not be indicative of operating results expected for the full year.

History and Nature of Business

Lightwave Logic, Inc is a technology platform company leveraging its proprietary engineered electro-optic (EO) polymers, named Perkinamine® to transmit data at higher speeds with less power in a small form factor. The Company’s high activity and high stability organic polymers allow it to create next-generation photonic EO devices that convert data from electrical signals into light/optical signals for applications in telecommunications, and for data transmission potentially used to support generative AI.

The Company's first revenue stream is from a technology material supply and licensing agreement that incorporates the Company's patented electro-optic polymer materials for use in manufacturing photonic devices. Currently, the Company is in various stages of materials development and evaluation with potential customers and strategic partners. The Company expects to continue to obtain revenue from technology licensing agreements, and to obtain additional revenue from technology transfer agreements and direct sale of its electro-optic materials.

The Company’s current development activities are subject to significant risks and uncertainties, including failing to secure additional funding to operationalize the Company’s technology now under development.

Lightwave Logic, Inc. was organized under the laws of the State of Nevada in 1997, and it commenced with its current business plan in 2024.

Fair Value of Financial Instruments

The carrying value of the Company’s short-term financial instruments such as cash, accounts receivable, prepaid expenses and other assets, accounts payable and accrued expenses approximate their fair values because of their short maturities.

Revenue Recognition and Contract Liability

The Company recognizes revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers. Under ASC 606, revenue is recognized when control of goods or services is transferred to a customer in an amount that reflects the consideration to which the Company expects to be entitled.

LIGHTWAVE LOGIC, INC.

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2025 AND 2024

NOTE 1 – NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Revenue Recognition and Contract Liability (Continued)

To achieve this, the Company applies the five-step model:

Identify the contract with a customer.

Identify the performance obligations in the contract.

Determine the transaction price for the contract.

Allocate the transaction price to the performance obligations.

Recognize revenue as performance obligations are satisfied.

The Company’s primary revenue stream includes technology license and material supply agreements.

Technology License and Material Supply Agreements

The Company enters into technology license and material supply agreements, under which it grants customers a non-exclusive, royalty-bearing license to use its patented electro-optic polymer technology (the “Licensed Product”). The Company also supplies proprietary polymers to licensees for use in their manufacturing of photonic devices.

The Company assesses whether the license and the supply of proprietary polymers represent distinct performance obligations. Based on this assessment, the Company has determined that the license and material supply are not distinct for financial reporting purposes because they are highly interdependent. Accordingly, the Company accounts for these as a single performance obligation.

Revenue under these agreements is recognized as follows:

Upfront License Fees – Nonrefundable upfront license fees are recorded as contract liability and recognized on a pro-rata basis over the contract term.

Minimum Annual Royalties – Fixed royalty payments required under the contract are also recognized on a pro-rata basis over the contract term.

Variable Royalties – Royalties exceeding the minimum annual amount are recognized when earned, typically when the licensee’s sales exceed the minimum threshold.

Milestone Payments – Recognized only when the contractual milestone is achieved, such as when the licensee sells a specified number of units of the Licensed Product.

Contract Costs

The Company capitalizes incremental costs to obtain contracts if they are expected to be recoverable, in accordance with ASC 340-40, Other Assets and Deferred Costs – Contracts with Customers. These capitalized costs are amortized over the expected contract term in a manner consistent with the related revenue recognition.

Contract Liability

Contract liability represents amounts received in advance for performance obligations not yet satisfied, including nonrefundable upfront license fees. The Company recognizes contract liability revenue as revenue when the related performance obligations are satisfied.

Cost of Sales

Cost of sales consists of labor costs, material costs and manufacturing overhead costs associated with the production of materials transferred to the customer under the technology license and material supply agreement at the Company’s facility.

LIGHTWAVE LOGIC, INC.

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2025 AND 2024

NOTE 1 – NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Stock-based Payments

The Company accounts for stock-based compensation under the provisions of FASB ASC 718, "Compensation - Stock Compensation," which requires the measurement and recognition of compensation expense for all stock-based awards made to employees and directors based on estimated fair values on the grant date. The fair value of restricted stock awards and units is estimated by the market price of the Company’s common stock at the date of grant. Restricted stock awards and units are being amortized to expense over the shorter of the requisite service period or the actual vesting period. Performance stock units are subject to both performance-based and service vesting requirements. The grant-date fair value of performance stock units is based on the fair value of the Company’s stock on a grant date and is recognized over the service period based on an assessment of the likelihood that the applicable performance goals will be achieved, and compensation expense is periodically adjusted based on actual and expected performance. The Company estimates the fair value of option and warrant awards on the date of grant using the Black-Scholes model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the shorter of the requisite service period or the actual vesting period, using the straight-line method. Consistent with the accounting requirement for employee share-based payment awards, nonemployee share-based payment awards within the scope of Topic 718 are measured at grant-date fair value of the equity instruments that an entity is obligated to issue when the good has been delivered or the service has been rendered and any other conditions necessary to earn the right to benefit from the instruments have been satisfied.

The Company has elected to account for forfeiture of stock-based awards as they occur.

Loss Per Share

The Company follows FASB ASC 260, “Earnings per Share,” resulting in the presentation of basic and diluted earnings per share. Because the Company reported a net loss in 2025 and 2024, common stock equivalents, including stock options and warrants were anti-dilutive; therefore, the amounts reported for basic and dilutive loss per share were the same.

Comprehensive Loss

The Company follows FASB ASC 220.10, “Reporting Comprehensive Income (Loss).” Comprehensive loss is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net loss. Since the Company has no items of other comprehensive loss, comprehensive loss is equal to net loss.

Recently Issued Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued Accounting Standards Update (ASU) 2023-09 – Income Taxes (Topic 740), which requires disclosures related to the rate reconciliation and income taxes paid disclosures improve the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. The other amendments in this update improve the effectiveness and comparability of disclosures by (1) adding disclosures of pretax income (or loss) and income tax expense (or benefit) to be consistent with U.S. Securities and Exchange Commission (SEC) Regulation S-X 210.4-08(h), Rules of General Application—General Notes to Financial Statements: Income Tax Expense, and (2) removing disclosures that no longer are considered cost beneficial or relevant. For public business entities, the amendments in this update are effective for annual periods beginning after December 15, 2024. The Company is adopting the guidance for the annual reporting period ended December 31, 2025 and does not expect this ASU to have a material impact on its year-end disclosures.

LIGHTWAVE LOGIC, INC.

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2025 AND 2024

NOTE 1 – NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Recently Issued Accounting Pronouncements Not Yet Adopted (Continued)

ASU 2024-03 – Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40) requires disclosure, in the notes to financial statements, of specified information about certain costs and expenses, such as the amounts of purchases of inventory, employee compensation, depreciation, intangible asset amortization, included in each relevant expense caption; disclosure of a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively; and disclosure of the total amounts of selling expenses. For public business entities, the amendments in this update are effective for annual periods beginning after December 15, 2026 and interim reporting periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is evaluating the impact of this ASU on its financial statement disclosures.

NOTE 2: RESTATEMENT OF FINANCIAL STATEMENTS AND CORRECTION OF PRIOR-PERIOD ERRORS

The Company identified errors related to the accounting for non-cash stock option exercises in previously issued financial statements. As a result, the Company has (i) restated its previously issued financial statements for the three and six months ended June 30, 2025 and (ii) recorded the cumulative impact of a prior-period error identified in the year ended December 31, 2021 through opening equity.

Error Identified in the Quarter Ended June 30, 2025

During the quarter ended June 30, 2025, the Company incorrectly expensed a portion of the value of the net shares issued in connection with non-cash stock option exercises as compensation expense. The Company determined that the value of the net shares issued in these non-cash option exercises was incorrectly expensed in the originally issued interim financial statements, resulting in an overstatement of non-cash compensation expense.

The correction of this error decreased non-cash compensation expense by $705,499, with a corresponding decrease to additional paid-in capital for the three and six months ended June 30, 2025. This non-cash adjustment also resulted in a corresponding decrease to net loss for the three and six months ended June 30, 2025.

Because the error related solely to non-cash stock-based compensation arising from non-cash option exercises, the decrease in net loss was fully offset by a corresponding decrease in non-cash stock-based compensation adjustments within operating activities. As a result, there was no impact on net cash used in operating activities or on the Company’s statements of cash flows.

Error Identified in the Year Ended December 31, 2021

During the year ended December 31, 2021, the Company incorrectly expensed a portion of the value of the net shares issued by the Company in non-cash stock option exercises as compensation expense. The Company determined that the value of the net shares issued in non-cash option exercises was incorrectly expensed in the original filing, resulting in an overstatement of compensation expense. The correction of this error resulted in a decrease to accumulated deficit by $3,407,443 and a corresponding decrease to additional paid-in capital as of December 31, 2021. The cumulative impact of this correction has been reflected as an adjustment to opening accumulated deficit and additional paid-in capital in the Statements of Stockholders’ Equity for March 31, 2025, December 31, 2024, March 31, 2024, and December 31, 2023 presented in this filing, and all other period-ends subsequent to December 31, 2021. The correction of the 2021 error was recorded through opening equity and did not require the amendment or restatement of the Company’s previously issued annual financial statements.

Restated Financial Information

The following tables present the effects of the restatement on the Company’s previously reported statements of comprehensive loss and stockholders’ equity for the three and six months ended June 30, 2025.

Statements of Comprehensive Loss (Unaudited)

(Three Months Ended June 30, 2025)

(in dollars, except per-share data)


	As Previously Reported			Adjustment			As Restated
Research and development expenses	$	2,641,941		$	(20,500	)	$	2,621,441
General and administrative expenses	$	2,985,883		$	(684,999	)	$	2,300,884
Total Operating Expenses	$	5,631,287		$	(705,499	)	$	4,925,788
Net Loss	$	(5,672,132	)	$	705,499		$	(4,966,633	)
Basic and Diluted Loss per Share	$	(0.05	)	$	0.01		$	(0.04	)

Statements of Comprehensive Loss (Unaudited)

(Six Months Ended June 30, 2025)

(in dollars, except per-share data)

	As Previously Reported			Adjustment			As Restated
Research and development expenses	$	5,731,159		$	(20,500	)	$	5,710,659
General and administrative expenses	$	4,822,935		$	(684,999	)	$	4,137,936
Total Operating Expenses	$	10,559,585		$	(705,499	)	$	9,854,086
Net Loss	$	(10,369,156	)	$	705,499		$	(9,663,657	)
Basic and Diluted Loss per Share	$	(0.08	)	$	—		$	(0.08	)

LIGHTWAVE LOGIC, INC.

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2025 AND 2024

Statements of Stockholders’ Equity (Unaudited)

(As of June 30, 2025)

(in dollars)


	As Previously Reported			Adjustment			As Restated
Additional paid-in-capital	$	189,836,354		$	(4,112,942	)	$	185,723,412
Accumulated deficit	$	(160,775,590	)	$	4,112,942		$	(156,662,648	)

NOTE 3 – MANAGEMENT’S PLANS

The Company’s future expenditures and capital requirements will depend on numerous factors, including: the progress of our research and development efforts; the rate at which the Company can, directly or through arrangements with original equipment manufacturers, introduce and sell its polymer materials technology; the costs of filing, prosecuting, defending and enforcing any patent claims and other intellectual property rights; market acceptance of the Company’s products and competing technological developments; and the Company’s ability to establish cooperative development, joint venture and licensing arrangements. The Company expects that it will incur approximately $1,786,000 of expenditures per month over the next 12 months. The Company’s current cash position enables it to finance its operations through October 2026. On March 17, 2025, the Company entered into a purchase agreement with an institutional investor to sell up to $30,000,000 of common stock over a 36-month period (described in Note 10). As of the date of this filing, pursuant to the purchase agreement, the Company has received $2,153,850, and the remaining available amount of $27,846,150 is available to the Company per the agreement. On December 9, 2022, the Company entered into a sales agreement with an investment banking company whereby the Company may offer and sell shares of its common stock having an aggregate offering price of up to $35,000,000 from time to time through or to the investment banking company, as sales agent or principal (described in Note 10). As of the date of this filing, pursuant to the sales agreement, the Company has received $7,808,419, and the remaining available amount of $26,949,862 is available to the Company per the agreement. The Company's first commercial agreement occurred in May 2023 from a material supply and license agreement that incorporates the Company's patented electro-optic polymer materials for use in manufacturing photonic devices (described in Note 4). For the three and six months ended June 30, 2025, the Company recognized $25,605 and $48,522 in revenue related to this agreement, respectively. The Company’s cash requirements are expected to increase at a rate consistent with the Company’s path to revenue as it expands its activities and operations with the objective of increasing its revenue stream from commercialization of its electro-optic polymer technology. The Company currently has no debt to service.

NOTE 4 – REVENUE

The Company's first commercial agreement occurred in May 2023, in the form of a four-year material supply and license agreement (the “License Agreement”) that incorporates the Company's patented electro-optic polymer materials for use in manufacturing of photonic devices (the “Licensed Product”). The licensee shall pay the Company a running royalty with a minimum royalty paid on an annual basis over the term of the License Agreement and milestone license fees. The License Agreement is a non-exclusive material supply and license agreement.

LIGHTWAVE LOGIC, INC.

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2025 AND 2024

NOTE 4 – REVENUE (CONTINUED)

Additional future revenue will be generated from royalties from the licensee’s sale of Licensed Product that exceed the minimum royalty payments and milestone license fees.

During 2024, the Company performed device processing work for a customer.

Timing of Revenue Recognition and Contract Balances

Revenues related to the initial license fee and a minimum annual royalty are recognized over time commencing with the License Agreement in May 2023. An up-front license fee in the amount of $50,000 was paid during the period ended December 31, 2023. $14,875 and $23,208 of this amount is recorded as a contract liability in current liabilities on the Company’s balance sheets as of June 30, 2025 and December 31, 2024, respectively. For the three months ended June 30, 2025 and 2024, the Company recognized $25,605 and $19,355 in revenue related to this agreement, respectively. For the six months ended June 30, 2025 and 2024, the Company recognized $48,522 and $36,022, in revenue related to this agreement, respectively.

In March 2024, the Company completed device processing work on the devices supplied by a customer. Revenue for this contract was recognized at the time of shipment of the devices back to the customer and amounted to $0 and $13,750 for the three and six months ended June 30, 2024, respectively.

Contract balances are as follows:

Schedule of contract balances
	June 30, 2025		December 31, 2024

Accounts receivable, net	$	10,753	$	45,565
Short-term contract assets	$	—	$	—
Long-term contract assets	$	—	$	—
Short-term contract liability	$	14,875	$	23,208

Significant changes in the contract balances for the six months ended June 30, 2025 are as follows:


	Six Months Ended June 30, 2025
	Assets			Liabilities
Balance at December 31, 2024	$	45,565		$	(23,208	)
Revenue recognized that was previously included in contract liability		—			8,333
Decreases/increases due to cash received		(75,000	)		—
Billed receivables recorded		29,435			—
Transferred to receivables from unbilled receivables		(29,435	)		—
Unbilled receivables recorded		40,188			—
Balance at June 30, 2025	$	10,753		$	(14,875	)

LIGHTWAVE LOGIC, INC.

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2025 AND 2024

NOTE 4 – REVENUE (CONTINUED)

Assets Recognized for the Costs to Obtain a Contract

There are no assets recognized for the costs to obtain the License Agreement.

NOTE 5 – PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets consist of the following:


	June 30, 2025		December 31, 2024

Insurance	$	357,254	$	154,945
Software licenses		182,533		151,451
Investor relations		49,053		5,271
Rent		36,525		36,525
Other		13,491		9,415
Prototype devices		—		44,134

	$	638,856	$	401,741

NOTE 6 – PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

Schedule of property and equipment
	June 30, 2025		December 31, 2024

Office equipment	$	166,351	$	155,511
Lab equipment		11,819,801		10,953,487
Furniture		66,438		54,493
Leasehold improvements		440,855		432,400
Software		133,377		133,377
		12,626,822		11,729,268
Less: Accumulated depreciation		6,902,263		6,037,723

Property and equipment, net	$	5,724,559	$	5,691,545

LIGHTWAVE LOGIC, INC.

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2025 AND 2024

NOTE 6 – PROPERTY AND EQUIPMENT (CONTINUED)

Depreciation expense for the three months ended June 30, 2025 and 2024 was $461,228 and $395,928, respectively. Depreciation expense for the six months ended June 30, 2025 and 2024 was $889,680 and $761,491, respectively. During the three months ended June 30, 2025, the Company did not dispose of or retire property and equipment. During the six months ended June 30, 2025, the Company traded in property and equipment with a cost and accumulated depreciation of $25,140 for a gain of $28,800. During the three months ended June 30, 2024, the Company retired fully depreciated property and equipment with the cost of $5,869. During the six months ended June 30, 2024, the Company retired property and equipment with a cost of $169,010 and accumulated depreciation of $165,844 for a loss of $3,166.

NOTE 7 – INTANGIBLE ASSETS

Intangible assets represent legal fees and patent fees associated with the prosecution of patent applications. The Company has recorded amortization expense on patents granted, which are amortized over the remaining legal life. Maintenance patent fees are paid to a government patent authority to maintain a granted patent in force. Some countries require the payment of maintenance fees for pending patent applications. Maintenance fees paid after a patent is granted are expensed, as these are considered ongoing costs to “maintain a patent”. Maintenance fees paid prior to a patent grant date are capitalized to patent costs, as these are considered “patent application costs”. No amortization expense has been recorded on the remaining patent applications since patents on these applications have yet to be granted.

Intangible assets consist of the following:

Schedule of intangible assets
	June 30, 2025		December 31, 2024

Patents	$	2,235,408	$	2,127,076
Less: Accumulated amortization		825,040		771,631

Intangible assets, net	$	1,410,368	$	1,355,445

Amortization expense for the three months ended June 30, 2025 and 2024 was $26,901 and $22,311, respectively. Amortization expense for the six months ended June 30, 2025 and 2024 was $53,409 and $43,246, respectively. There were no patent costs written off for the three and six months ended June 30, 2025 and 2024.

LIGHTWAVE LOGIC, INC.

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2025 AND 2024

NOTE 8 – LEASES

On October 30, 2017, the Company entered into a lease agreement (the “Lease”) to lease approximately 13,420 square feet of office, chemistry, clean room and research and development space located in Colorado for the Company’s principal executive offices and research and development facility. The term of the lease was sixty-one (61) months, beginning on November 1, 2017 and ending on November 30, 2022. In January 2022, the term was extended for an additional twenty-four (24) months.

On November 22, 2022, the Company entered into an amendment to the Lease (“the Amended Lease”) to lease an additional approximately 9,684 square feet of adjacent office and warehouse space. The term of the Amended Lease is one hundred twenty (128) months, with an effective date of June 1, 2023. Base rent through January 31, 2024 of the Amended Lease term was approximately $30,517 per month. The base rent for the next full year of the Amended Lease term is approximately $377,288, with an increase in annual base rent of approximately 3% in each subsequent year of the lease term. Commencing on June 1, 2023, monthly installments of base rent and one-twelfth of landlord’s estimate of tenant’s proportionate share of annual operating expenses shall be due on the first day of each calendar month. The Amended Lease also provides an allowance of up to $43,216 to be used solely for the cost of renovations to the additional lease premises.

For purposes of calculating operating lease liability, lease term includes the initial non-cancelable term plus any term under renewal options that are reasonably assured. Any rent escalations, along with rent abatements, are included in the computation of rent expense calculated on a straight-line basis over the lease term. The interest rate implicit in lease contracts is typically not readily determinable and as such the Company uses the appropriate incremental borrowing rate based on information available at the lease commencement date in determining the present value of the lease payments.

Undiscounted future minimum lease payments under the Amended Lease as of June 30, 2025, by year and in aggregate, including the extended term, are as follows:

Schedule of future lease payments of operating leases
YEARS ENDING
DECEMBER 31,	AMOUNT

2025	$	194,305
2026		399,199
2027		411,174
2028		423,612
2029		436,300
Thereafter		1,921,271
		3,785,861
Less discounted interest		(1,100,824	)

TOTAL	$	2,685,037

The Company has elected not to recognize right-of-use assets and lease liabilities arising from short-term leases. There are no other material operating leases.

LIGHTWAVE LOGIC, INC.

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2025 AND 2024

NOTE 8 – LEASES (CONTINUED)

The following table presents weighted average assumptions used to compute the Company’s right-of-use assets and lease liabilities:

Schedule of operating lease right-of-use assets
	June 30, 2025
Weighted average remaining lease term (in years)		8.58
Weighted average discount rate		8.25	%

As of June 30, 2025, current operating leases had remaining terms between 6 months and 8.6 years, with some leases having options to extend the lease terms.

Current lease agreements do not contain any residual value guarantees or material restrictive covenants. As of June 30, 2025, the Company did not have any finance leases.

Operating and short-term lease costs totaling $110,713 and $32,612 are included in research and development and general and administrative expense, respectively, for the three months ended June 30, 2025. Operating and short-term lease costs totaling $171,552 and $25,403 are included in research and development and general and administrative expenses, respectively, for the three months ended June 30, 2024. Operating and short-term lease costs totaling $197,121 and $53,568 are included in research and development and general and administrative expense, respectively, for the six months ended June 30, 2025. Operating and short-term lease costs totaling $293,679 and $50,806 are included in research and development and general and administrative expenses, respectively, for the six months ended June 30, 2024.

NOTE 9 – INCOME TAXES

There is no income tax benefit for the losses for the three and six months ended June 30, 2025 and 2024 since management has determined that the realization of the net deferred tax asset is not assured and has created a valuation allowance for the entire amount of such benefits.

The Company’s policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the statement of operations. As of January 1, 2025, the Company had no unrecognized tax benefits, or any tax related interest or penalties, and it does not expect significant changes in the amount of unrecognized tax benefits to occur within the next twelve months. There were no changes in the Company’s unrecognized tax benefits during the three- and six-month period ended June 30, 2025. The Company did not recognize any interest or penalties during 2025 related to unrecognized tax benefits.

With few exceptions, the U.S. and state income tax returns filed for the tax years ending on December 31, 2021 and thereafter are subject to examination by the relevant taxing authorities. Net operating loss (NOL) carryforwards are subject to examination in the year they are utilized regardless of whether the tax year in which they are generated has been closed by the statute. The amount subject to disallowance is limited to the NOL utilized. Accordingly, the company may be subject to examination for prior NOLs generated as such NOLs are utilized.

LIGHTWAVE LOGIC, INC.

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2025 AND 2024

NOTE 10 – STOCKHOLDERS’ EQUITY

Preferred Stock

Pursuant to the Company’s Articles of Incorporation, the Company’s board of directors is empowered, without stockholder approval, to issue series of preferred stock with any designations, rights and preferences as they may from time to time determine. The rights and preferences of this preferred stock may be superior to the rights and preferences of the Company’s common stock; consequently, preferred stock, if issued could have dividend, liquidation, conversion, voting or other rights that could adversely affect the voting power or other rights of the common stock. Additionally, preferred stock, if issued, could be utilized, under special circumstances, as a method of discouraging, delaying or preventing a change in control of the Company’s business or a takeover from a third party.

Common Stock

On July 26, 2024, the Company filed a new $100,000,000 universal shelf registration statement with the U.S. Securities and Exchange Commission which became effective on August 5, 2024.

On February 28, 2023, the Company entered into a purchase agreement with an institutional investor to sell up to $30,000,000 of common stock over a 36-month period. Concurrently with entering into the purchase agreement, the Company also entered into a registration rights agreement which provides the institutional investor with certain registration rights related to the shares issued under the purchase agreement. Pursuant to the purchase agreement, the Company issued 50,891 shares of common stock to the institutional investor as an initial commitment fee valued at $279,391 fair value, and 101,781 shares of common stock were reserved for additional commitment fees to the institutional investor in accordance with the terms of the purchase agreement.

During the period February 28, 2023 through June 30, 2025, the institutional investor purchased 7,756,336 shares of common stock for proceeds of $30,000,000 and the Company issued 101,781 shares of common stock as additional commitment fee, valued at $518,265 fair value, leaving zero in reserve for additional commitment fees. During the three-month period ended June 30, 2025, pursuant to the purchase agreement, the institutional investor purchased 0 shares of common stock. During the three-month period ended June 30, 2024, pursuant to the purchase agreement, the institutional investor purchased 700,000 shares of common stock for proceeds of $2,343,250 and the Company issued 7,949 shares of common stock as additional commitment fee, valued at $28,983 fair value. During the six-month period ended June 30, 2025, pursuant to the purchase agreement, the institutional investor purchased 1,035,881 shares of common stock for proceeds of $1,486,983 and the Company issued 5,046 shares of common stock as additional commitment fee, valued at $8,029 fair value. During the six-month period ended June 30, 2024, pursuant to the purchase agreement, the institutional investor purchased 1,950,000 shares of common stock for proceeds of $7,495,600 and the Company issued 25,431 shares of common stock as additional commitment fee, valued at $105,960 fair value. As of June 30, 2025, no amounts remain available under this purchase agreement.

LIGHTWAVE LOGIC, INC.

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2025 AND 2024

NOTE 10 – STOCKHOLDERS’ EQUITY (CONTINUED)

Common Stock (Continued)

On March 17, 2025, the Company entered into a new purchase agreement with the same institutional investor to sell up to $30,000,000 of common stock over a 36-month period. Concurrently with entering into the purchase agreement, the Company also entered into a registration rights agreement which provides the institutional investor with certain registration rights related to the shares issued under the purchase agreement. Pursuant to the purchase agreement, the Company issued 245,098 shares of common stock to the institutional investor as an initial commitment fee valued at $222,990 fair value, and 490,196 shares of common stock were reserved for additional commitment fees to the institutional investor in accordance with the terms of the purchase agreement.

During the three- and six-month period ended June 30, 2025, pursuant to the purchase agreement, the institutional investor purchased 650,000 shares of common stock for proceeds of $688,000 and the Company issued 11,242 shares of common stock as additional commitment fee, valued at $12,811 fair value. During July and August 2025, pursuant to the purchase agreement, the institutional investor purchased 900,000 shares of common stock for proceeds of $1,465,850 and the Company issued 23,953 shares of common stock as additional commitment fee, valued at $43,338 fair value, leaving 455,001 in reserve for additional commitment fees.

On December 9, 2022, the Company entered into a sales agreement with an investment banking company. In accordance with the terms of this sales agreement, the Company may offer and sell shares of its common stock having an aggregate offering price of up to $35,000,000 from time to time through or to the investment banking company, as sales agent or principal. Sales of shares of the Company’s common stock, if any, may be made by any method deemed to be an “at the market offering”. The sales agent is 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.

During the three-month period ended June 30, 2025, pursuant to the sales agreement, the investment banking company sold 318,411 shares of the Company’s common stock for proceeds of $390,813 after a payment of the commission in the amount of $12,088 to the investment banking company. During the three-month period ended June 30, 2024, pursuant to the sales agreement, the investment banking company sold 50,000 shares of the Company’s common stock for proceeds of $169,430 after a payment of the commission in the amount of $5,240 to the investment banking company. During the six-month period ended June 30, 2025, pursuant to the sales agreement, the investment banking company sold 368,411 shares of the Company’s common stock for proceeds of $507,248 after a payment of the commission in the amount of $15,689 to the investment banking company. During the six-month period ended June 30, 2024, pursuant to the sales agreement, the investment banking company sold 127,150 shares of the Company’s common stock for proceeds of $499,883 after a payment of the commission in the amount of $15,461 to the investment banking company. During July and August 2025, pursuant to the sales agreement, the investment banking company sold 1,923,515 shares of the Company’s common stock for proceeds of $4,005,317 after a payment of the commission in the amount of $123,877 to the investment banking company.

LIGHTWAVE LOGIC, INC.

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2025 AND 2024

NOTE 11 – STOCK BASED COMPENSATION

Common Stock Options and Warrants

During 2007, the Board of Directors of the Company adopted the 2007 Employee Stock Plan (“2007 Plan”) that was approved by the shareholders. Under the 2007 Plan, the Company is authorized to grant options to purchase up to 10,000,000 shares of common stock to directors, officers, employees and consultants who provide services to the Company. The 2007 Plan is intended to permit stock options granted to employees under the 2007 Plan to qualify as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (“Incentive Stock Options”). All options granted under the 2007 Plan, which are not intended to qualify as Incentive Stock Options are deemed to be non-qualified options (“Non-Statutory Stock Options”).

Effective June 24, 2016, the 2007 Plan was terminated. As of June 30, 2025, options to purchase 453,000 shares of common stock have been issued and are outstanding under the 2007 Plan.

During 2016, the Board of Directors of the Company adopted the 2016 Equity Incentive Plan (“2016 Plan”) that was approved by the shareholders at the 2016 annual meeting of shareholders on May 20, 2016. Under the 2016 Plan, the Company is authorized to grant awards of incentive and non-qualified stock options and restricted stock to purchase up to 3,000,000 shares of common stock to employees, directors and consultants. Effective May 16, 2019, the number of shares of the Company’s common stock available for issuance under the 2016 Plan was increased from 3,000,000 to 8,000,000 shares. Effective May 25, 2023, the number of shares of the Company’s common stock available for issuance under the 2016 Plan was increased from 8,000,000 to 13,000,000 shares and awards of restricted stock units are authorized for issuance. Effective May 15, 2025, the 2016 Plan was terminated. As of June 30, 2025, options to purchase 7,647,340 shares of common stock have been issued and are outstanding, 498,694 restricted shares of common stock have been granted, net of forfeitures, and 2,187,501 performance stock units have been granted under the 2016 Plan.

During 2025, the Board of Directors of the Company adopted the 2025 Equity Incentive Plan (“2025 Plan”) that was approved by the shareholders at the 2025 annual meeting of shareholders on May 15, 2025. Under the 2025 Plan, the Company is authorized to grant awards of incentive and non-qualified stock options and restricted stock to purchase up to 6,000,000 shares of common stock to employees, directors and consultants. As of June 30, 2025, options to purchase 210,000 shares of common stock have been issued and are outstanding and 583,225 restricted stock units have been granted under the 2025 Plan. As of June 30, 2025, 5,206,775 shares of common stock remain available for grants under the 2025 Plan.

These plans are administered by the Company’s Board of Directors or its compensation committee which determines the persons to whom awards will be granted, the number of awards to be granted, and the specific terms of each grant. Subject to the provisions regarding Ten Percent Shareholders, (as defined in the 2025 Plan), the exercise price per share of each option cannot be less than 110% of the fair market value of a share of common stock on the date of grant. Options granted under the 2025 Plan are generally exercisable for a period of 10 years from the date of grant and may vest on the grant date, another specified date or over a period of time.

The Company uses the Black-Scholes option pricing model to calculate the grant-date fair value of an award, with the following assumptions for the six-month period ended June 30, 2025: no dividend yield, expected volatility, based on the Company’s historical volatility, 78.7% to 80.8%, risk-free interest rate between 4.18% to 4.48% and expected option life of 10 years, which is based on the legal contractual life of the options.

LIGHTWAVE LOGIC, INC.

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2025 AND 2024

NOTE 11 – STOCK BASED COMPENSATION (CONTINUED)

Common Stock Options and Warrants (Continued)

The Black-Scholes option pricing model assumptions for six-month period ended June 30, 2024 are as follows: no dividend yield, expected volatility, based on the Company’s historical volatility, 76.3% to 77.1%, risk-free interest rate between 3.91% to 4.28% and expected option life of 10 years.

As of June 30, 2025, there was $1,709,499 of unrecognized compensation expense related to non-vested market-based share awards that is expected to be recognized through June 2028. As of June 30, 2024, there was $3,777,227 of unrecognized compensation expense related to non-vested market-based share awards that is expected to be recognized through June 2027.

Share-based compensation was recognized as follows:

Schedule of share-based compensation
	Three Months Ended		Three Months Ended		Six Months Ended		Six Months Ended
	June 30, 2025		June 30, 2024		June 30, 2025		June 30, 2024

Stock options	$	533,650	$	1,710,948	$	1,282,692	$	2,337,460
Restricted stock awards		171,713		139,322		401,863		203,521
Restricted stock units		11,113		—		11,113		—
Performance stock units		384,925		—		384,925		—

Total share-based compensation	$	1,101,401	$	1,850,270	$	2,080,593	$	2,540,981

The following tables summarize all stock option and warrant activity of the Company during the six months ended June 30, 2025:


	Non-Qualified Stock Options and Warrants Outstanding and Exercisable

	Number of Shares		Exercise Price		Weighted Average Exercise Price

Outstanding, December 31, 2024	9,899,859		$0.51 - $16.81	$	3.07

Granted	522,336		$0.99 - $1.79	$	1.20
Forfeited	(79,355	)	$0.99 - $5.58	$	3.64
Exercised	(1,632,500	)	$0.69 - $0.80	$	0.71

Outstanding, June 30, 2025	8,710,340		$0.51 - $16.81	$	3.39

Exercisable, June 30, 2025	7,812,281		$0.51 - $16.81	$	3.49

The aggregate intrinsic value of options and warrants outstanding and exercisable as of June 30, 2025 was $1,194,861 and $1,143,837, respectively. The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and warrants and the closing stock price of $1.24 for the Company’s common stock on June 30, 2025. During the six-month period ended June 30, 2025, 1,632,500 options were exercised for proceeds of $204,000 and no warrants were exercised.

LIGHTWAVE LOGIC, INC.

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2025 AND 2024

NOTE 11 – STOCK BASED COMPENSATION (CONTINUED)

Common Stock Options and Warrants (Continued)

Non-Qualified Stock Options and Warrants Outstanding

Range of Exercise Prices

Number Outstanding
Currently Exercisable
at June 30, 2025

Weighted Average
Remaining
Contractual Life

Weighted Average
Exercise Price of Options and
Warrants Currently Exercisable

$0.51 - $16.81

7,812,281

5.98 Years

3.49

Restricted Stock Awards and Units

On June 18, 2024, the Compensation Committee of the Board of Directors approved grants totaling 92,475 Restricted Stock Awards to the Company’s five outside directors. Each RSA had a grant date fair value of $3.33 which shall be amortized on a straight-line basis over the vesting period into stock-based compensation expenses within the Statement of Comprehensive Loss. Such RSAs were granted under the 2016 Plan and vested in total 15,455 shares on June 18, 2024, with the remaining vesting in 10 equal quarterly installments of 7,702 shares each beginning July 1, 2024.

On August 1, 2024, the Compensation Committee of the Board of Directors approved a grant totaling 12,924 Restricted Stock Awards to one of the Company’s outside directors. Each RSA had a grant date fair value of $3.16 which shall be amortized on a straight-line basis over the vesting period into stock-based compensation expenses within the Statement of Comprehensive Loss. Such RSA was granted under the 2016 Plan and vests in 9 equal quarterly installments of 1,436 shares beginning September 1, 2024.

On September 4, 2024, the Compensation Committee of the Board of Directors approved a grant totaling 11,488 Restricted Stock Awards to one of the Company’s outside directors. Each RSA had a grant date fair value of $2.68 which shall be amortized on a straight-line basis over the vesting period into stock-based compensation expenses within the Statement of Comprehensive Loss. Such RSA was granted under the 2016 Plan and vests in 8 equal quarterly installments of 1,436 shares beginning October 1, 2024.

On December 10, 2024, the Compensation Committee of the Board of Directors approved a grant totaling 85,000 Restricted Stock Awards to two of the Company’s executives and 25,000 Restricted Stock Awards to an outside director for consulting services. Each RSA had a grant date fair value of $2.65 which shall be amortized on a straight-line basis over the vesting period into stock-based compensation expenses within the Statement of Comprehensive Loss. The RSAs were granted under the 2016 Plan and cliff vest on March 10, 2025 for the outside director and on June 10, 2025 for the executives.

On February 17, 2025, executive leadership team approved a grant totaling 20,000 Restricted Stock Awards to a Company’s employee. Each RSA had a grant date fair value of $1.50 which shall be amortized on a straight-line basis over the vesting period into stock-based compensation expenses within the Statement of Comprehensive Loss. Such RSAs were granted under the 2016 Plan and vest in 12 quarterly installments beginning April 1, 2025.

On May 14, 2025, executive leadership team approved a grant totaling 140,000 Restricted Stock Awards to certain Company employees. Each RSA had a grant date fair value of $0.99 which shall be amortized on a straight-line basis over the vesting period into stock-based compensation expenses within the Statement of Comprehensive Loss. Such RSAs were granted under the 2016 Plan and vest in 12 quarterly installments beginning June 1, 2025.

LIGHTWAVE LOGIC, INC.

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2025 AND 2024

NOTE 11 – STOCK BASED COMPENSATION (CONTINUED)

Restricted Stock Awards and Units (Continued)

On June 20, 2025, executive leadership team approved a grant totaling 180,000 Restricted Stock Units to a Company’s employee. Each RSU had a grant date fair value of $1.22 which shall be amortized on a straight-line basis over the vesting period into stock-based compensation expenses within the Statement of Comprehensive Loss. Such RSUs were granted under the 2025 Plan and vest in 12 quarterly installments beginning August 19, 2025.

On June 30, 2025, the Compensation Committee of the Board of Directors approved grants of 80,645 Restricted Stock Units to each of the Company’s five outside directors. Each RSU had a grant date fair value of $1.24 which shall be amortized on a straight-line basis over the vesting period into stock-based compensation expenses within the Statement of Comprehensive Loss. Such RSUs were granted under the 2025 Plan and vest in 4 quarterly installments beginning July 15, 2025.

Upon the occurrence of a Change in Control, 100% of the unvested RSAs and RSUs shall vest as of the date of the Change in Control. Upon vesting, the restrictions on the shares lapse.

The fair value of restricted stock awards and units is estimated by the market price of the Company’s common stock at the date of grant. Restricted stock activity during the six-month period ended June 30, 2025 is as follows:

Schedule of fair value of restricted stock awards
	Restricted Stock Awards Six Month Period Ended June 30, 2025					Restricted Stock Units Six Month Period Ended June 30, 2025

		Number of Shares			Weighted Average Grant Date Fair Value per Share		Number of Shares		Weighted Average Grant Date Fair Value per Share

Non-vested, beginning of period		227,492		$	3.28		—	$	—

Granted		160,000			1.06		583,225		1.23
Vested		(157,709	)		2.83		—		—
Cancelled and forfeited		(17,367	)		4.13		—		—

Non-vested, end of period		212,416		$	1.87		583,225	$	1.23

Restricted stock awards and units are being amortized to expense over the shorter of the requisite service period or the vesting period. As of June 30, 2025 and 2024, the unamortized value of the restricted stock awards was $353,061 and $536,714, respectively. As of June 30, 2025 and 2024, the unamortized value of the restricted stock units was $708,487 and $0, respectively.

Performance Stock Units

During the six months ended June 30, 2025, the Company granted 2,187,501 performance stock units (PSUs) subject to both performance-based and service vesting requirements to the Company’s executives. Performance vesting requirements are tied to various individual and corporate goals related to the Company’s commercialization, as measured over a one-year performance period. Some PSUs vest annually, while others vest 1/3^rd annually over a three-year period. The grant date fair value of the PSUs granted was $2,029,126, as determined by the Company’s closing common stock price on the date of the grant. The grant date fair value per share was $0.93. The Company determined that achievement of some performance conditions is probable as of June 30, 2025, and accordingly has recognized expense for the portion of the awards expected to vest, on a straight-line basis over the requisite service period for each tranche. For the three and six months ended June 30, 2025, the Company recorded $384,925 stock-based compensation expense related to the PSU vesting. As of June 30, 2025, a total of 2,187,501 PSUs remain outstanding. No PSUs were outstanding or expensed in the comparable periods of 2024.

LIGHTWAVE LOGIC, INC.

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2025 AND 2024

NOTE 12 – RELATED PARTY

During the three and six months period ended June 30, 2025, and 2024, the Company engaged in transactions with related parties, including consultants, directors, and entities affiliated with members of the Board of Directors. These transactions primarily relate to legal services, consulting fees, director compensation, accounting services, and expense reimbursements.

Related Party Transactions for the Three and Six Months Ended June 30, 2025

•

The Company incurred $2,100 and $69,643 in legal fees and expense reimbursements with a related party law firm for the three and six months ended June 30, 2025, respectively. Related accrual was $68,750 as of June 30, 2025.

•

The Company incurred $16,980 and $39,740 in accounting and IT service fees and expense reimbursements to related parties for the three and six months ended June 30, 2025, respectively. Related accrual was $4,920 as of June 30, 2025.

•

The Company incurred $53,841 and $108,636 in fees and travel expenses to directors for the three and six months ended June 30, 2025, respectively. Related accrual was $51,250 as of June 30, 2025.

•

The Company incurred $82,500 and $165,000 in consulting fees to advisory board member for the three and six months ended June 30, 2025, respectively. Related accrual was $22,500 as of June 30, 2025.

Related Party Transactions for the Three and Six Months Ended June 30, 2024

•

The Company incurred $38,759 and $62,759 in legal fees with a related party law firm for the three and six months ended June 30, 2024, respectively. Related accrual was $90,360 as of December 31, 2024.

•

The Company incurred $67,900 and $162,121 in accounting and IT service fees and expense reimbursements to related parties for the three and six months ended June 30, 2024, respectively. Related accrual was $8,326 as of December 31, 2024.

•

The Company incurred $57,555 and $111,339 in fees and travel expenses to directors for the three and six months ended June 30, 2024, respectively. Related accrual was $72,748 as of December 31, 2024.

•

The Company incurred $120,673 and $222,373 in consulting fees and travel reimbursements to advisory board members for the three and six months ended June 30, 2024, respectively. Related accrual was $29,345 as of December 31, 2024.

NOTE 13 – RETIREMENT PLAN

The Company established a 401(k) retirement plan covering all eligible employees beginning November 15, 2013, which was amended effective February 15, 2025. The plan offers two types of elected deferrals: pre-tax deferrals and Roth deferrals. The Company matches 100% of each participant contribution, up to 4% for all eligible employees. Matching contributions vest immediately. Participants are entitled to receive distributions of all vested amounts beginning at age 59 1/2. Matching contributions to all eligible participants charged to expense were $45,890 and $34,324 for the three months ended June 30, 2025 and 2024, respectively. Matching contributions to all eligible participants charged to expense were $85,477 and $59,092 for the six months ended June 30, 2025 and 2024, respectively. The plan is subject to the annual IRS elective deferral limit of $23,500 per employee for 2025, $7,500 catch-up for those aged 50 and over, and $11,250 or 150% of the regular catch-up limit for those aged 60-63.

LIGHTWAVE LOGIC, INC.

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2025 AND 2024

NOTE 14 – SEGMENT REPORTING

The Company operates as a single reportable segment, as the Chief Operating Decision Maker (“CODM”), the Chief Executive Officer (“CEO”), evaluates the business as a whole and does not receive discrete financial information for separate business units. The CODM is responsible for evaluating financial results and making resource allocation decisions.

Measure of Segment Profit or Loss

The CODM assesses the Company's financial performance based on operating loss, which aligns with the amount reported in the statements of comprehensive loss. The following table presents a reconciliation of segment operating loss to net loss for the three- and six-months period ended June 30, 2025 and 2024:


	Three Months Ended June 30, 2025 (Restated)			Three Months Ended June 30, 2024			Six Months Ended June 30, 2025 (Restated)			Six Months Ended June 30, 2024

NET SALES	$	25,605		$	19,355		$	48,522		$	49,772

COST OF SALES		3,463			—			5,491			5,175

OPERATING EXPENSES
Research and development		2,621,441			4,362,258			5,710,659			8,982,920
General and administrative		2,300,884			1,896,672			4,137,936			3,152,122
		4,925,788			6,258,930			9,854,086			12,135,042

SEGMENT OPERATING LOSS		(4,900,183	)		(6,239,575	)		(9,805,564	)		(12,090,445	)

OTHER INCOME (EXPENSE)
Interest income		168,253			251,730			356,101			505,066
Commitment fee		(235,801	)		(28,982	)		(243,830	)		(105,959	)
Gain (loss) on disposal of property and equipment		—			—			28,800			(3,166	)
Other income (expense)		1,098			(2,857	)		836			(5,091	)


NET LOSS	$	(4,966,633	)	$	(6,019,684	)	$	(9,663,657	)	$	(11,699,595	)

Significant Segment Expenses

The Company considers the following as significant expenses in evaluating its segment performance:

•

Research and Development: includes costs related to personnel, laboratory and wafer fabrication materials and supplies, prototype device development and wafer fabrication expenses, and third-party consulting costs aimed at developing high-performance electro-optic polymer materials.

•

General and Administrative: includes personnel costs, professional fees, and other overhead expenses.

•

Cost of Sales: represents labor costs, material costs and manufacturing overhead costs associated with the production of materials transferred to the customer under the technology license and material supply agreement at the Company’s facility.

LIGHTWAVE LOGIC, INC.

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2025 AND 2024

NOTE 14 – SEGMENT REPORTING (CONTINUED)

Entity-Wide Disclosures

•

Geographic Revenue Information: For the three and six months ended June 30, 2025, 100% of the Company’s net sales were generated internationally. For the three months ended June 30, 2024, 100% of the Company's net sales were generated internationally. For the six months ended June 30, 2024, 28% of the Company's net sales were generated in the United States and 72% internationally.

•

Major Customers: The Company has one customer that accounted for 10% or more of total revenue.

NOTE 15 – SUBSEQUENT EVENTS

On July 4, 2025, the U.S. enacted H.R. 1 “A bill to provide for reconciliation pursuant to Title II of H. Con. Res. 14.” The bill contains a broad range of tax reform provisions affecting businesses. The Company is currently evaluating the full effects of the legislation on the Company's estimated annual effective tax rate and deductibility of certain R&D expenses. As the legislation was signed into law after June 30, 2025, the impacts are not reflected in the Company's operating results for the three and six months ended June 30, 2025.

On August 6, 2025, the Compensation Committee of the Board of Directors approved a grant of 51,250 options with the total value of $87,907 to the members of the Technical Advisory Board. The options had an exercise price of $2.04 per share, which shall be amortized on a straight-line basis over the vesting period into stock-based compensation expenses within the Statement of Comprehensive Loss. The options were granted under the 2025 Plan and vest in five monthly installments starting on August 6, 2025, with some options having a cliff vesting provision.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with our financial statements, included herewith. This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of actual operating results in the future. Such discussion represents only the best present assessment of our management. This information should also be read in conjunction with our audited historical financial statements which are included in our 2024 Form 10-K for the fiscal year ended December 31, 2024, as amended (“2024 Form 10-K”).

Overview

Lightwave Logic, Inc. is a technology platform company leveraging its proprietary engineered electro-optic (EO) polymers, named Perkinamine® to transmit data at higher speeds with less power in a small form factor. The Company’s high activity and high stability organic polymers allow it to create next-generation photonic EO devices that convert data from electrical signals into light/optical signals for applications in telecommunications, and for data transmission potentially used to support generative AI.

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 the electro-optic polymers potential for higher speed and lower power consumption in packaged devices, and during 2024 and continuing into 2025, 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: a) working with potential and existing customers to integrate our proprietary materials into our customers’ specific PIC and device architecture; b) testing and demonstrating the superior performance, simplicity of manufacturability and reliability of our devices, including in conjunction with the silicon photonics manufacturing ecosystem; and c) providing our potential and existing customers with the proper Process Development Kits (PDKs) to enable the efficient and fast integration of our materials into their own design and manufacturing plans. Silicon-based foundries are 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 more quickly and efficiently. We have now received silicon wafers that range up to 200mm in diameter, which aligns well with foundry manufacturing.

Our strong and broad patent portfolio allows us to optimize our business model in three areas: 1) Traditional focus on polymer materials development, 2) Patent licensing and 3) Technology transfers 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, in particular ultra-high bandwidth optical connections deployed inside and between datacenters and/or AI clusters. In addition, we are exploring other applications that include automotive/LIDAR, sensing, displays, storage, aerospace and defense, satellites, and quantum computing, for our polymer technology platform. Our goal is to have our innovative polymer technology platform become ubiquitous across multiple market verticals over and above the optical fiber optic communications markets.

Artificial Intelligence (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 significant, 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 AI is changing the way the internet is being operated. 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 AI as it generates more information that will travel through the internet and optical network. While we are not directly an 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.

Unless the context otherwise requires, all references to the “Company,” “we,” “our” or “us” and other similar terms means Lightwave Logic, Inc. Also, this Form 10-Q Quarterly Report may include the names of various government agencies and the trade names of other companies. Unless specifically stated otherwise, the use or display by us of such other parties’ names and trade names in this report is not intended to and does not imply a relationship with, or endorsement or sponsorship of us by, any of these other parties.

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 new 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 materials. We have seen increased interest in our materials during 2024, driven by the need for higher speed connections to scale the AI-enabled network infrastructure and we are in discussions on future license agreements. In December 2024, we made the decision to focus our commercial and R&D efforts on the EO Polymer materials development and manufacturing. Although we continue to develop full Photonic Integrated Circuits and packaged device designs as part of our internal technology and process development roadmap, we are not actively promoting the sale of such PICs and/or packaged devices to external customers, but rather EO Polymer materials supply and license agreements.

Business Strategy

Our first revenue stream was obtained from our entry into a material supply license agreement to provide Perkinamine® chromophore materials for polymer based photonic devices and photonic integrated circuits (PICs). Our Company is also in various stages of 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 Perkinamine® chromophore material.

Specifically, our business strategy provides that our revenue stream will be derived from one or some combination of the following: (i) technology licensing for specific product application; (ii) joint venture relationships with significant industry leaders; and (iii) the production and direct sale of our own electro-optic materials. Our objective is to be a leading provider of proprietary technology and know-how in the electro-optic device market. In order to meet this objective, we intend to continue to:

Further the development of proprietary organic electro-optic polymer material systems.

Partner with PIC or packaged device design and manufacturing companies to further the development of PDKs for our polymer material.

Develop proprietary intellectual property.

Grow our commercial device design and development capabilities.

Partner with silicon-based foundries who can scale volume quickly and integrate our materials into their infrastructure.

Grow our product reliability and quality assurance capabilities.

Grow our optoelectronic and RF testing capabilities.

Grow our commercial material manufacturing capabilities.

Maintain/develop strategic relationships with major telecommunications and data communications companies to further the awareness and commercialization of our technology platform.

Add high-level personnel with industrial and manufacturing experience in key areas of our materials and process development programs.

Create Organic Polymer-Enabled Electro-Optic Modulators

We intend to utilize our proprietary optical polymer technology to enable the creation by our customers of a portfolio of commercial electro-optic polymer product devices with applications for various markets, including telecommunications, data communications and data centers.

We expect our -polymer material to be used initially in modulator products that will operate at symbol rates at least 112 Gigabaud which is roughly 200Gbps when utilized with PAM4 encoding schemes. Our devices are highly linear and can also enable the performance required to take advantage of more advanced complex encoding schemes if required.

Capital Requirements

We commenced commercial operations in May 2023, and we do not generate sufficient revenues to pay for our operating expenses. We have incurred substantial net losses since inception. We have satisfied our capital requirements since inception primarily through the issuance and sale of our common stock.

Results of Operations

Comparison of three months ended June 30, 2025 to three months ended June 30, 2024

Revenues

During the three months ended June 30, 2025, we recognized $25,605 of licensing and royalty revenue. During the three months ended June 30, 2024, we recognized $19,355 of licensing and royalty revenue.

During the three months ended June 30, 2025 and 2024, 100% of the Company’s net sales were generated internationally.

Cost of Sales

During the three months ended June 30, 2025, we recognized $3,463 in cost of sales. During the three months ended June 30, 2024, we recognized $0 in Cost of Sales.

Operating Expenses

	For the Three Months Ended June 30, 2025 (Restated)		For the Three Months Ended June 30, 2024		Change from Prior Three Month Period			Percent Change from Prior Three Month Period

Research and development	$	2,621,441	$	4,362,258	$	(1,740,817	)		-40	%
General and administrative		2,300,884		1,896,672		404,212			21	%
	$	4,922,325	$	6,258,930	$	(1,336,605	)		-21	%

Research and development expenses decreased for the three months ended June 30, 2025, as compared to the three months ended June 30, 2024, primarily due to decreases in research and development non-cash stock option and restricted stock amortization expenses, research and development salary expenses, laboratory materials and supplies expenses, outside services expenses, wafer fabrication expenses, prototype device development expenses, research and development facilities and equipment rental expenses, research and development consulting expenses, and research and development travel expenses, offset by an increase in research and development equipment depreciation expense.

We expect to continue to incur substantial research and development expenses developing and commercializing our electro-optic materials platform. These expenses will increase as a result of accelerated development efforts to support commercialization of our non-linear optical polymer materials technology and create next-generation photonic EO device designs; working with semiconductor foundries; hiring additional technical and support personnel; engaging senior technical advisors; pursuing other potential business opportunities and collaborations; customer testing and evaluation; and incurring related operating expenses.

General and administrative expenses increased for the three months ended June 30, 2025, as compared to the three months ended June 30, 2024, primarily due to increases in general and administrative salary expenses and general and administrative non-cash stock option and restricted stock amortization expenses, offset by decreases in general and administrative consulting fees, sales and marketing expenses, and business insurance fees.

Other Income (Expense)


		For the Three Months Ended June 30, 2025			For the Three Months Ended June 30, 2024		Change from Prior Three Month Period		Percent Change from Prior Three Month Period

Other (Expense) Income	$	(66,450	)	$	219,891	$	(286,341	)	130	%

Other expense increased for the three months ended June 30, 2025, as compared to the three months ended June 30, 2024, primarily due to a $206,817 increase in commitment fee associated with the purchase of shares by an institutional investor for sale under a stock purchase agreement and a $83,475 decrease in interest income on money market account.

Net Loss

For the Three
Months Ended
June 30, 2025

(Restated)

For the Three
Months Ended
June 30, 2024

Change from
Prior Three
Month
Period

Percent
Change from
Prior Three
Month Period

Net Loss

4,966,633

6,019,684

(1,053,051

)

-17

Net loss was $4,966,633 and $6,019,684 for the three months ended June 30, 2025 and 2024, respectively, for a decrease of $1,053,051 due primarily to decreases in non-cash stock option and restricted stock amortization expenses, consulting expenses, laboratory materials and supplies expenses, research and development outside services expenses, wafer fabrication expenses, prototype device development expenses, facility and equipment rental expenses, marketing expenses, research and development travel expenses, and business insurance expenses. These decreases were offset by increases in commitment fee associated with the purchase of shares by an institutional investor for sale under a stock purchase agreement, salary expenses, research and development equipment depreciation expense, and a decrease in interest income on money market account.

Results of Operations

Comparison of six months ended June 30, 2025 to six months ended June 30, 2024

Revenues

During the six months ended June 30, 2025, we recognized $48,522 of licensing and royalty revenue. During the six months ended June 30, 2024, we recognized $36,022 of licensing and royalty revenue.

For the six months ended June 30, 2025, 100% of the Company’s net sales were generated internationally. For the six months ended June 30, 2024, 28% of the Company's net sales were generated in the United States and 72% internationally. The Company has one customer that accounted for 10% or more of total revenue.

Cost of Sales

During the six months ended June 30, 2025, we recognized $5,491 in Cost of Sales. During the six months ended June 30, 2024, we recognized $5,175 in Cost of Sales.

Operating Expenses

	For the Six Months Ended June 30, 2025 (Restated)		For the Six Months Ended June 30, 2024		Change from Prior Six Month Period			Percent Change from Prior Six Month Period

Research and development	$	5,710,659	$	8,982,920	$	(3,272,261	)		-36	%
General and administrative		4,137,936		3,152,122		985,814			31	%
	$	9,848,595	$	12,135,042	$	(2,286,447	)		19	%

Research and development expenses decreased for the six months ended June 30, 2025, as compared to the six months ended June 30, 2024, primarily due to decreases in outside services expenses, wafer fabrication expenses, prototype device development expenses, research and development non-cash stock option and restricted stock amortization expenses, research and development salary expenses, laboratory materials and supplies expenses, research and development travel expenses, and research and development testing expenses, offset by an increase in research and development equipment depreciation expense.

General and administrative expenses increased for the six months ended June 30, 2025, as compared to the six months ended June 30, 2024, primarily due to increases in general and administrative salary expenses, general and administrative non-cash stock option and restricted stock amortization expenses, and legal fees, offset by decreases in general and administrative consulting fees, accounting and auditing fees, depreciation expense, general and administrative recruiting fees, and business insurance expenses.

Other Income (Expense)

	For the Six Months Ended June 30, 2025		For the Six Months Ended June 30, 2024		Change from Prior Six Month Period	Percent Change from Prior Six Month Period

Other Income	$	141,907	$	390,850	$(248,943)	64%

Other income decreased for the six months ended June 30, 2025, as compared to the six months ended June 30, 2024, primarily due to a $137,871 increase in commitment fee associated with the purchase of shares by an institutional investor for sale under a stock purchase agreement and a $148,965 decrease in interest income on money market account.

Net Loss

For the Six
Months Ended
June 30, 2025

(Restated)

For the Six
Months Ended
June 30, 2024

Change from
Prior Six
Month
Period

Percent
Change from
Prior Six
Month Period

Net Loss

9,663,657

11,699,595

$(2,035,938)

-17%

Net loss was $9,663,657 and $11,699,595 for the six months ended June 30, 2025 and 2024, respectively, for a decrease of $2,035,938 due primarily to decreases in research and development outside services expenses, wafer fabrication expenses, prototype device development expenses, non-cash stock option and restricted stock amortization expenses, laboratory materials and supplies expenses, research and development travel expenses, general and administrative consulting fees, research and development testing expenses, accounting and auditing fees, general and administrative recruiting fees, and business insurance expenses. These decreases were offset by increases in salary expense, commitment fee associated with the purchase of shares by an institutional investor for sale under a stock purchase agreement, depreciation expense, and legal fees, and a decrease in interest income on money market account.

Liquidity and Capital Resources

Our primary source of operating cash inflows was (i) proceeds from the sale of common stock to Lincoln Park Capital Fund, LLC (institutional investor) (“Lincoln Park”) pursuant to purchase agreements with Lincoln Park and proceeds from sale of common stock by Roth Capital Partners, LLC (investment banking company) (“Roth Capital”) pursuant to the at the market sales agreement with Roth Capital as described in Note 10 to the Financial Statements and (ii) proceeds received pursuant to the exercise of options.

On July 26, 2024, we filed a $100 million universal shelf registration statement which became effective on August 5, 2024. On February 28, 2023, we entered into a purchase agreement with Lincoln Park (the “2023 Purchase Agreement”) to sell up to $30 million of registered common stock over a 36-month period. As of the date of this filing, $0 remains available pursuant to the 2023 Purchase Agreement. On March 17, 2025, we entered into a purchase agreement with Lincoln Park (the “2025 Purchase Agreement”) to sell up to $30 million of registered common stock over a 36-month period. As of the date of this filing, $27,846,150 remains available pursuant to the 2025 Purchase Agreement. On December 9, 2022, we entered into the at the market sales agreement with Roth Capital, as sales agent, (the “Roth Sales Agreement”) pursuant to which we may offer and sell up to $35 million in shares of our registered common stock, from time to time through Roth Capital. As of the date of this filing, $26,949,862 remains available pursuant to the Roth Sales Agreement.

During the six months ended June 30, 2025, the Company received $1,486,983 in proceeds pursuant to the 2023 Purchase Agreement, $688,000 in proceeds pursuant to the 2025 Purchase Agreement, $499,883 in proceeds pursuant to the Roth Sales Agreement, $204,000 in proceeds pursuant to the exercise of options, and $75,000 in cash collections from the material supply and license agreement.

During the six months ended June 30, 2025, our primary sources of cash outflows from operations included payroll, rent, utilities, payments to vendors including laboratory and wafer fabrication materials and supplies expenses, and third-party service providers.

Sources and Uses of Cash

Our future expenditures and capital requirements will depend on numerous factors, including: the progress of our research and development efforts; the rate at which we can, directly or through arrangements with original equipment manufacturers, introduce and sell our products; the costs of filing, prosecuting, defending and enforcing any patent claims and other intellectual property rights; market acceptance of our products and competing technological developments; and our ability to establish cooperative development, joint venture and licensing arrangements. We expect that we will incur approximately $1,786,000 of expenditures per month over the next 12 months.

We expect the proceeds received pursuant to the 2025 Purchase Agreement and any future purchase agreements with Lincoln Park, Roth Sales Agreement, the exercise of options and warrants, and commercial operations to provide us with sufficient funds to maintain our operations over the next 12 months. Our current cash position enables us to finance our operations through October 2026 before we will be required to replenish our cash reserves. Our cash requirements are expected to increase at a rate consistent with our Company’s revenue growth as we expand our activities and operations with the objective of increasing our revenue stream from the commercialization of our electro-optic polymer technology. We currently have no debt to service. We expect that our cash used in operations will continue to increase during 2025 and beyond because of the following planned activities:

•

The addition of management, sales, marketing, technical and other staff to our workforce;

•

Increased spending for the expansion of our research and development efforts, including purchases of additional laboratory and production equipment;

•

Increased spending in marketing as our products are introduced into the marketplace;

•

Partnering with commercial foundries to implement our electro-optic polymers into accepted PDKs by the foundries;

•

Developing and maintaining collaborative relationships with strategic partners;

•

Developing and improving our manufacturing processes and quality controls; and

•

Increases in our general and administrative activities related to our operations as a reporting public company and related corporate compliance requirements.

2023 and 2025 Purchase Agreements with Lincoln Park

On February 28, 2023, our Company entered into the 2023 Purchase Agreement with Lincoln Park, pursuant to which Lincoln Park agreed to purchase from us up to $30 million of our common stock (subject to certain conditions) from time to time over a 36-month period. On March 17, 2025, our Company entered into the 2025 Purchase Agreement with Lincoln Park, pursuant to which Lincoln Park agreed to purchase from us up to $30 million of our common stock (subject to certain conditions) from time to time over a 36-month period. Pursuant to the 2025 Purchase Agreement, subject to the conditions set forth therein, Lincoln Park is obligated to make purchases as the Company directs in accordance with the 2025 Purchase Agreement, which may be terminated by the Company at any time, without cost or penalty. Sales of shares will be made in specified amounts and at prices that are based upon a look back formula for market prices of our common stock immediately preceding the sales to Lincoln Park.

There are no trading volume requirements or restrictions on the 2025 Purchase Agreement, and we will control the timing and amount of any sales of our common stock to Lincoln Park. Lincoln Park has no right to require any sales by us, but is obligated to make purchases from us as we direct in accordance with the 2025 Purchase Agreement. We can also accelerate the amount of common stock to be purchased under certain circumstances. There are no limitations on the use of proceeds, financial or business covenants, restrictions on future financings (other than restrictions on the Company’s ability to enter into a similar type of agreement or equity line of credit during the term, excluding an at-the-market transaction with a registered broker-dealer), rights of first refusal, participation rights, penalties or liquidated damages in the 2025 Purchase Agreement.

Roth Sales Agreement – Roth Capital

On December 9, 2022, we entered into the Roth Sales Agreement with Roth Capital, as sales agent. Pursuant to the Roth Sales Agreement, our Company may offer and sell up to $35 million in shares of our common stock, from time to time through Roth Capital. Upon delivery of a placement notice based on our Company’s instructions and subject to the terms and conditions of the Roth Sales Agreement, Roth Capital may sell the shares by methods deemed to be an "at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act, including sales made directly on or through The Nasdaq Capital Market, on any other existing trading market for the Company’s common stock, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices, or by any other method permitted by law, including negotiated transactions, subject to the prior written consent of our Company. We are not obligated to make any sales of shares under this agreement. The Company or Roth Capital may suspend or terminate the offering of shares upon notice to the other party, subject to certain conditions. Roth Capital will act as sales agent on a commercially reasonable efforts basis consistent with its normal trading and sales practices and applicable state and federal law, rules and regulations and the rules of Nasdaq. We have agreed to pay Roth Capital commissions for its services of acting as agent of 3.0% of the gross proceeds from the sale of the shares pursuant to the Roth Sales Agreement.

The amount of proceeds we receive from the Roth Sales Agreement, if any, 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 this agreement. Roth Capital is not required to sell any specific number of shares of our common stock under the agreement.

We cannot assure you that we will meet the conditions of the 2025 Purchase Agreement with Lincoln Park in order to obligate Lincoln Park to purchase our shares of common stock, and we cannot assure you that we will be able to sell any shares under or fully utilize the Roth Sales Agreement with Roth Capital. In the event we fail to do so, and other adequate funds are not available to satisfy long-term capital requirements, or if planned revenues are not generated, we may be required to substantially limit our operations, which could result in our Company reducing some capital expenditures or reducing staff and discretionary costs.

Analysis of Cash Flows

For the six months ended June 30, 2025

Net cash used in operating activities was $7,260,222 for the six months ended June 30, 2025, primarily attributable to the net loss of $9,663,657 adjusted by $1,282,692 in options issued for services, $401,863 amortization of deferred compensation, $384,925 amortization of performance stock units, $11,113 amortization of restricted stock units, $243,830 in common stock issued as commitment shares under the 2023 and 2025 Purchase Agreements, $943,089 in depreciation expenses and patent amortization expenses, $100,938 amortization of right of use asset, $28,800 gain on disposal of property and equipment, $34,812 in accounts receivable, ($237,115) in prepaid expenses and other current assets, and ($733,913) in accounts payable, accrued bonuses, accrued expenses, contract liability and other liabilities. Net cash used in operating activities consisted of payments for research and development, legal, professional and consulting expenses, salaries, rent and other expenditures necessary to develop our business infrastructure.

Net cash used by investing activities was $1,002,226 for the six months ended June 30, 2025, consisting of $108,332 in cost for intangibles and $893,894 in asset additions for the Colorado headquarter facility and labs.

Net cash provided by financing activities was $2,701,430 for the six months ended June 30, 2025, and consisted of $204,000 in proceeds from exercise of options, $171,926 cashless option exercise tax payments, $12,875 cashless tax payment on vested restricted stock awards, $2,174,983 in proceeds from the sale of common stock pursuant to the 2023 and 2025 Purchase Agreements and $507,248 in proceeds from the sale of common stock pursuant to the Roth Sales Agreement.

On June 30, 2025, our cash and cash equivalents totaled $22,106,946, our assets totaled $32,436,267, our liabilities totaled $3,602,097 and we had stockholders’ equity of $28,834,170.

For the six months ended June 30, 2024

Net cash used in operating activities was $8,823,788 for the six months ended June 30, 2024, primarily attributable to the net loss of $11,699,595 adjusted by $2,337,460 in options issued for services, $203,521 amortization of deferred compensation, $105,960 in common stock issued for services, $804,737 in depreciation expenses and patent amortization expenses, $94,753 amortization of right of use asset, $3,166 loss on disposal of property and equipment, $22,311 in accounts receivable, $476,730 in prepaid expenses and other current assets and ($1,172,831) in accounts payable, accrued bonuses, accrued expenses, deferred revenue and other liabilities. Net cash used in operating activities consisted of payments for research and development, legal, professional and consulting expenses, rent and other expenditures necessary to develop our business infrastructure.

Net cash used in investing activities was $1,653,217 for the six months ended June 30, 2024, consisting of $67,445 in cost for intangibles and $1,585,772 in asset additions for the Colorado headquarter facility and labs.

Net cash provided by financing activities was $8,240,733 for the six months ended June 30, 2024 and consisted of $245,250 in proceeds from exercise of options and warrants, $7,495,600 in proceeds from resale of common stock to Lincoln Park and $499,883 in proceeds from at the market sale of common stock by Roth Capital.

On June 30, 2024, our cash and cash equivalents totaled $29,195,815, our assets totaled $39,798,833, our liabilities totaled $4,176,940 and we had stockholders’ equity of $35,621,893.

Contractual Obligations

There have been no material changes outside the ordinary course of business in our contractual commitments during the six months ended June 30, 2025. See Note 8 - Leases to the financial statements herein for a discussion of our operating lease for office and laboratory space.

Significant Accounting Policies

We believe our significant accounting policies affect our more significant estimates and judgments used in the preparation of our financial statements. Our 2024 Form 10-K contains a discussion of these significant accounting policies. The Company’s significant accounting policies have not materially changed since that report was filed.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures. The Company’s management, with the participation of the Company’s Principal Executive Officer and Principal Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of June 30, 2025. Based on this evaluation, the Company’s Principal Executive Officer and Principal Financial Officer concluded that, as of June 30, 2025 the Company’s disclosure controls and procedures were effective, in that they provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including the Company’s Principal Executive Officer and Principal Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Subsequent to June 30, 2025, management identified an accounting error related to the accounting for non-cash stock option exercises during the quarter ended June 30, 2025 and year ended December 31, 2021. Management determined that the error resulted from a discrete misapplication of accounting guidance and was not indicative of a material weakness in the Company’s internal control over financial reporting as of June 30, 2025.

Changes in Internal Control Over Financial Reporting. There were no changes in our internal control over financial reporting during the quarter ended June 30, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1A. Risk Factors

In addition to the information set forth in this Form 10-Q, you should carefully consider the risk factors discussed in Part I, Item 1A. Risk Factors in our 2024 Form 10-K, which could materially affect our business, financial condition or future results. The risks described in this Form 10-Q and in our 2024 Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial condition or future results .

We have incurred substantial operating losses since our inception and will continue to incur substantial operating losses for the foreseeable future.

Since our inception, we have been engaged primarily in the research and development of our electro-optic polymer materials technologies and products. As a result of these activities, we have incurred significant losses and experienced negative cash flow since our inception. We incurred a net loss of $9.7 million for the six months ended June 30, 2025, and a net loss of $22.5 million for the year ended December 31, 2024, and $21.0 million for the year ended December 31, 2023. As of June 30, 2025, we had an accumulated deficit of $156.7 million. We anticipate that we will continue to incur operating losses through at least 2025.

We may not be able to generate significant revenue either through customer contracts for our existing or future products or technologies or through development contracts from the U.S. government or government subcontractors. We expect to continue to make significant operating and capital expenditures for research and development and to improve and expand production, sales, marketing and administrative systems and processes. As a result, we will need to generate significant revenue to achieve profitability. We cannot assure you that we will ever achieve profitability.

We will require additional capital to continue to fund our operations and if we do not obtain additional capital, we may be required to substantially limit our operations.

Our business does not presently generate the cash needed to finance our current and anticipated operations. Based on our current operating plan and budgeted cash requirements, we believe that we have sufficient funds to finance our operations through October 2026; however, we will need to obtain additional future financing after that time to finance our operations until such time that we can conduct profitable revenue-generating activities. We expect that we will need to seek additional funding through public or private financings, including equity financings, and through other arrangements, including collaborative arrangements. Poor financial results, unanticipated expenses or unanticipated opportunities could require additional financing sooner than we expect. Other than with respect to (i) the 2025 Purchase Agreement for up to $30 million we entered into with Lincoln Park on March 17, 2025; and (ii) Roth Sales Agreement for up to $35 million we entered into with Roth Capital on December 9, 2022; we have no plans or arrangements with respect to the possible acquisition of additional financing, and such financing may be unavailable when we need it or may not be available on acceptable terms. We currently have a remaining amount of $27.8 million pursuant to the 2025 Purchase Agreement with Lincoln Park, subject to the conditions set forth therein, and $26.9 million that is available to our Company pursuant to the Roth Sales Agreement with Roth Capital.

Our forecast of the period of time through which our financial resources will be adequate to support our operations is a forward-looking statement and involves risks and uncertainties, and actual results could vary as a result of a number of factors, including the factors discussed in our 2024 Form 10-K and in this Form 10-Q. We have based this estimate on assumptions that may prove to be wrong, and we could use our available capital resources sooner than we currently expect.

Additional financing may not be available to us, due to, among other things, our Company not having a sufficient credit history, income stream, profit level, asset base eligible to be collateralized, or market for its securities. If we raise additional funds by issuing equity or convertible debt securities, the percentage ownership of our existing shareholders may be reduced, and these securities may have rights superior to those of our common stock. If adequate funds are not available to satisfy our long-term capital requirements, or if planned revenues are not generated, we may be required to substantially limit our operations.

Item 6. Exhibits

The following exhibits are included herein:

Exhibit No.		Description of Exhibit	Location
	3.1	Articles of Incorporation	Incorporated by reference to Company’s Form 10-SB as filed with the SEC on April 13, 2007 (File No. 000-52567).
	3.2	Certificate of Amendment to Articles of Incorporation	Incorporated by reference to Exhibit B of the Company’s Definitive Schedule 14C Information Statement as filed with the SEC on February 19, 2008 (File No. 000-52567).
	3.3	Certificate of Amendment to Articles of Incorporation	Incorporated by reference to Exhibit 3.3 of the Company’s Form S-1 Registration Statement as filed with the SEC on August 3, 2015 (File No. 333-206059).
	3.4	Second Amended and Restated Bylaws	Incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K, as filed with the SEC on June 25, 2024 (File No. 001-40766).
	10.1*	2025 Equity Incentive Plan (as approved by the Company’s shareholders on May 15, 2025)	Incorporated by reference to Appendix A to the Company’s Proxy Statement pursuant to Section 14(a) of the Exchange Act as filed with the SEC on March 28, 2025 (File No. 001-40766).
	31.1	Certification pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, executed by the Principal Executive Officer of the Company.	Filed herewith
	31.2	Certification pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, executed by the Principal Financial Officer of the Company.	Filed herewith
	32.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by the Principal Executive Officer of the Company.	Furnished herewith
	32.2	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by the Principal Financial Officer of the Company	Furnished herewith
	101.INS	Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)	Filed herewith
	101.SCH	Inline XBRL Taxonomy Extension Schema Document	Filed herewith
	101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document	Filed herewith
	101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document	Filed herewith
	101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document	Filed herewith
	101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document	Filed herewith
	104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)	Filed herewith

* Denotes a management contract or compensatory plan or arrangement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

LIGHTWAVE LOGIC, INC.

Registrant

By:	/s/ Yves LeMaitre
	Yves LeMaitre,
	Chief Executive Officer
	(Principal Executive Officer)

Date: January 20, 2026

By:	/s/ Snizhana Quan
	Snizhana Quan,
	(Principal Financial Officer)

Date: January 20, 2026

Lightwave Logic, Inc. 10-Q/A