UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 8, 2019
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Lightwave Logic, Inc. |
(Exact name of registrant as specified in its charter) |
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Nevada |
0-52567 |
82-049-7368 |
(State or other jurisdiction of
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(Commission File Number) |
(I.R.S. Employer
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369 Inverness Parkway, Suite 350, Englewood, CO |
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80112 |
(Address of principal executive offices) |
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(Zip Code) |
Registrant's telephone number, including area code: (720) 340-4949
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(Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨ |
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If 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. ¨
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Dr. Michael S. Lebby
On April 8, 2019, Lightwave Logic, Inc. (the Company ) entered into an amended employee agreement with Dr. Michael S. Lebby, the Companys Chief Executive Officer. The amended employee agreement amends Dr. Lebbys employee agreement to (i) increase his base salary to $278,250 per year effective May 1, 2019, (ii) provide him with eligibility to receive bonus compensation to be determined by the Board of Directors from time to time in its sole discretion, and (iii) extend his employee agreements expiration date to April 30, 2021. The description of Dr. Lebbys employee agreement amendment is not complete and is qualified in its entirety by reference to the employee agreement amendment attached hereto as Exhibit 10.1 , which is incorporated by reference herein.
Additionally, the Board of Directors granted Dr. Lebby an option to purchase up to 100,000 shares of Company common stock at an exercise price equal to $1.04 per share, which shall be issued from the Companys 2016 Equity Incentive Plan. The options vest quarterly over two years in equal installments of 12,500 shares per quarter beginning on May 1, 2019. The options expire on April 7, 2029.
James S. Marcelli
On April 8, 2019, the Company entered into an amended employee agreement with James S. Marcelli, the Companys President and Chief Operating Officer. The amended employee agreement amends Mr. Marcellis employee agreement to (i) increase his base salary to $262,500 per year effective May 1, 2019, (ii) provide him with eligibility to receive bonus compensation to be determined by the Board of Directors from time to time in its sole discretion, and (iii) extend his employee agreements expiration date to December 31, 2021. The description of Mr. Marcellis employee agreement amendment is not complete and is qualified in its entirety by reference to the employee agreement amendment attached hereto as Exhibit 10.3 , which is incorporated by reference herein.
Additionally, the Board of Directors granted Mr. Marcelli an option to purchase up to 100,000 shares of Company common stock at an exercise price equal to $1.04 per share, which shall be issued from the Companys 2016 Equity Incentive Plan. The options vest quarterly over two years in equal installments of 12,500 shares per quarter beginning on May 1, 2019. The options expire on April 7, 2029.
Item 9.01
Financial Statements and Exhibits
(d)
Exhibits:
Exhibit No. |
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Description |
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10.1 |
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Filed herewith |
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10.2 |
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Incorporated by reference to the Companys Current Report on Form 8-K as filed with the SEC on March 22, 2017 |
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10.3 |
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Filed herewith |
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10.4 |
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Incorporated by reference to the Companys Current Report on Form 8-K as filed with the SEC on March 22, 2017 |
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10.5 |
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Incorporated by reference to Companys Form 10-Q as filed with the SEC on August 12, 2015 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
LIGHTWAVE LOGIC, INC. |
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By: |
/s/ James S. Marcelli |
Name: |
James S. Marcelli |
Title: |
President |
Dated: April 10, 2019
EXHIBIT 10.1
EMPLOYEE AGREEMENT AMENDMENT
THIS AGREEMENT (the Agreement ) is made and entered into on April 8, 2019 by and between Lightwave Logic, Inc., a Nevada Corporation (the Company ) and Michael S. Lebby, PhD ( Employee ).
1.
This Agreement amends that certain Employee Agreement dated March 20, 2017, as amended from time to time, made and entered into by the parties hereto (the Employee Agreement ). Capitalized terms herein have the same meaning as used in the Employee Agreement, unless otherwise noted.
2.
Effective April 8, 2019, the Termination Date described in paragraph 1.2 shall be extend to April 30, 2021.
3.
Effective May 1, 2019, paragraph 4.1 of Article Four is deleted in its entirety and replaced with the following:
4.1. Base Compensation. For all services rendered by Employee under this Employee Agreement, the Company agrees to pay Employee the rate of $278,250 per year ($23,187.50 per month), which shall be payable to Employee not less frequently than monthly, or as is consistent with the Companys practice for its other employees.
4.
Effective May 1, 2019, the following paragraph 4.4 shall be added to Article Four:
4.4. Bonus Compensation. Employee shall be eligible to receive bonus compensation to be determined by the Board of Directors from time to time in their sole discretion.
5.
All other provisions of the Employee Agreement remain in full force and effect, other than any provision that conflicts with the terms and spirit of this Agreement.
IN WITNESS WHEREOF , the Parties have executed this Agreement on the date first written above.
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LIGHTWAVE LOGIC, INC.: |
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By: |
/s/ James S. Marcelli |
(Witness signature) |
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James S. Marcelli, President |
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EMPLOYEE: |
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/s/ Michael S. Lebby |
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(Witness signature) |
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Michael S. Lebby |
EXHIBIT 10.3
EMPLOYEE AGREEMENT AMENDMENT
THIS AGREEMENT (the Agreement ) is made and entered into on April 8, 2019 by and between Lightwave Logic, Inc., a Nevada corporation (the Company ) and James S. Marcelli ( Employee ).
1.
This Agreement amends that certain Employee Agreement dated August 10, 2015, as amended from time to time, made and entered into by the parties hereto (the Employee Agreement ). Capitalized terms herein have the same meaning as used in the Employee Agreement, unless otherwise noted.
2.
Effective April 8, 2019, the Termination Date described in paragraph 1.2 shall be extend to December 31, 2021.
3.
Effective May 1, 2019, Paragraph 4.1 of Article 4 is deleted in its entirety and replaced with the following:
4.1. Base Compensation. For all services rendered by Employee under this Employee Agreement, the Company agrees to pay Employee the rate of $262,500 per year ($21,875 per month), which shall be payable to Employee not less frequently than monthly, or as is consistent with the Companys practice for its other employees.
4.
Effective May 1, 2019, the following paragraph 4.4 shall be added to Article Four:
4.4. Bonus Compensation. Employee shall be eligible to receive bonus compensation to be determined by the Board of Directors from time to time in their sole discretion.
5.
All other provisions of the Employee Agreement remain in full force and effect, other than any provision that conflicts with the terms and spirit of this Agreement.
IN WITNESS WHEREOF , the Parties have executed this Agreement on the date first written above.
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LIGHTWAVE LOGIC, INC.: |
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By: |
/s/ Michael S. Lebby |
(Witness signature) |
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Michael S. Lebby, CEO |
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EMPLOYEE: |
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/s/ James S. Marcelli |
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(Witness signature) |
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James S. Marcelli |