EXHIBIT 17.1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 11, 2022
Lightwave Logic, Inc.
(Exact name of registrant as specified in its charter)
| Nevada | 001-40766 | 82-0497368 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
369 Inverness Parkway, Suite 350, Englewood, CO 80112
(Address of principal executive offices, including Zip Code)
(720) 340-4949
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
||
| Common Stock, par value $0.001 per share | LWLG | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
EXPLANATORY NOTE
This Amendment No. 1 on Form 8-K/A (this “Form 8-K/A”) is an amendment to the Current Report on Form 8-K filed by Lightwave Logic, Inc. with the Securities and Exchange Commission on January 18, 2022 (the “Original 8-K”). This Form 8-K/A is being filed to supplement the information contained in Item 5.02 of the Original 8-K regarding Dr. Craig Ciesla’s compensation as a director. No other changes have been made to the Original 8-K or the exhibits thereto.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Dr. Joseph A. Miller
On January 11, 2022, Dr. Joseph A. Miller tendered his resignation as a director of Lightwave Logic, Inc. (the “Company”) to the Company’s Board of Directors (the “Board”) effective January 17, 2022. Dr. Miller’s resignation is not a result of any disagreement between himself and the Company, its management, the Board or any committee of the Board. A copy of Dr. Miller’s letter of resignation is attached as Exhibit 17.1 hereto.
Appointment of Dr. Craig Ciesla
On January 17, 2022, the Board elected Dr. Craig Ciesla to serve as a member of the Board. Dr. Ciesla’s initial term as a Class II member of the Board will continue until the Company’s 2022 Annual Meeting of Shareholders or until his successor is duly appointed.
Dr. Ciesla is currently the Vice President, Head of the Advanced Platforms and Devices Group at Illumina, a leading provider of DNA sequencing and array technologies. There he leads a team driving innovation in sequencing platforms, microfluidics, electronics, and nanofabrication. He has held this position since June 2017. Prior to Illumina, from June 2016 to June 2017, he was Vice President of Engineering at Kaiam, where he was responsible for the development and production of 100G transceivers for the data-center market. He was also the founding CEO of Tactus Technology, an innovator in the user interface industry, where he was the co-inventor of Tactus’ polymer morphing screen technology. Before Tactus he had a variety of roles at Intel, JDSU (now Lumentum), Bookham (now Oclaro) and Ignis Optics developing a wide range of products in the fiber-optics market. He started his career at Toshiba Research Europe, where he performed early terahertz images of skin cancer. Dr. Ciesla holds a BSc (Hons.) in Applied Physics and Ph.D. in Physics from Heriot-Watt University in Edinburgh.
Dr. Ciesla has been named to serve on the Audit Committee and the Nominating and Corporate Governance Committee of the Board.
Dr. Ciesla will receive the following compensation for serving as a director: $30,000 annual cash fee paid quarterly at the end of each quarter, $50,000 RSAs vesting annually over 3 years, 50,000 options vesting monthly over one year.
Item 8.01 Other Events.
Press Release
On January 18, 2022, the Company issued a press release announcing the election of Dr. Craig Ciesla as a member of the Board. A copy of the press release is attached as Exhibit 99.1 to this report and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
|
Exhibit
No. |
Description | |
| 17.1 | Resignation Letter - Dr. Joseph A. Miller | |
| 99.1 | Press Release – January 18, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| LIGHTWAVE LOGIC, INC. | ||
| By: | /s/ James S. Marcelli | |
| Name: | James S. Marcelli | |
| Title: | President | |
Dated: January 21, 2022
EXHIBIT 17.1
EXHIBIT 99.1
Lightwave Logic Appoints Respected Industry Leader Dr. Craig Ciesla to Board of Directors
Dr. Joseph A. Miller to Transition from Board of Directors to Role on Company's Advisory Board
ENGLEWOOD, Colo., Jan. 18, 2022 /PRNewswire/-- Lightwave Logic, Inc. (NASDAQ: LWLG), a technology platform company leveraging its proprietary electro-optic (EO) polymers to transmit data at higher speeds with less power, today announced the retirement of Dr. Joseph A. Miller from the Board of Directors and his transition to the Company's Advisory Board. In conjunction with Dr. Miller's retirement, Dr. Craig Ciesla, currently a Company Advisory Board member, has been appointed to the Board of Directors.
Dr. Craig Ciesla is currently the Vice President, Head of the Advanced Platforms and Devices Group at Illumina, a leading provider of DNA sequencing and array technologies. There he leads a team driving innovation in sequencing platforms, microfluidics, electronics, and nanofabrication. Prior to Illumina, he was Vice President of Engineering at Kaiam, where he was responsible for the development and production of 100G transceivers for the data-center market. He was also the founding CEO of Tactus Technology, an innovator in the user interface industry, where he was the co-inventor of Tactus' polymer morphing screen technology. Before Tactus he had a variety of roles at Intel, JDSU (now Lumentum), Bookham (now Oclaro) and Ignis Optics developing a wide range of products in the fiber-optics market. He started his career at Toshiba Research Europe, where he performed early terahertz images of skin cancer. Dr. Ciesla holds a BSc (Hons.) in Applied Physics and Ph.D. in Physics from Heriot-Watt University in Edinburgh.
"We are privileged to welcome Craig to the Board of Directors, stepping up from his current role as a member of the Advisory Board," said Tom Zelibor, Chairman of Lightwave Logic. "He is an accomplished expert in silicon photonics, silicon foundries, fiber optic communications and he was previously CEO of Tactus Technology, a company developing tactile polymer materials for consumer products. He has impressed us not only with his technology expertise, but also his business acumen, and will be invaluable as we drive forward towards commercialization of our proprietary electro-optic polymers. Craig's knowledge of both the fiber optic communications markets as well as non-communications markets (such as consumer, display, sensing, medical, biotech, etc.), will help Lightwave hone business strategies for growing our electro-optic polymer business."
Dr. Joseph A. Miller, Jr. served as a Director of Lightwave Logic since 2011. From 2002 to 2012, Dr. Miller served as Executive Vice President and Chief Technology Officer of Corning Incorporated, having joined Corning Incorporated in 2001 as Senior Vice President and Chief Technology Officer. Prior to joining Corning Incorporated, Dr. Miller was with E.I. DuPont de Nemours, Inc., where he served as Chief Technology Officer and Senior Vice President for Research and Development since 1994. Dr. Miller began his career with DuPont in 1966. Dr. Miller was a Director of Greatbatch, Inc. and Dow Corning Corporation and holds a doctorate degree in Chemistry from Penn State University. He is a fellow of the American Association for the Advancement of Science and a member of the National Academy of Engineering.
Zelibor concluded: "For more than a decade, Joe has played a pivotal role on our Board of Directors as we transformed from a startup to a leader in the photonics industry. His chemistry expertise has been invaluable to our many successes, and we can't thank him enough. Joe's insight from a materials and chemistry perspective has made him an incredible asset to Lightwave. His leadership and collaboration on the Board will be greatly missed, and I am deeply grateful for his significant contributions. We are honored Joe will continue to advise us in his new capacity on our world class Advisory Board alongside our full team of technical experts. Joe will bring his full materials experience, rather like an emeritus professor, and this transition is extremely exciting for Lightwave as we move forward in our working with silicon foundries."
About Lightwave Logic, Inc.
Lightwave Logic, Inc. (NASDAQ: LWLG) is developing a platform leveraging its proprietary engineered electro-optic (EO) polymers to transmit data at higher speeds with less power. The Company's high-activity and high-stability organic polymers allow Lightwave Logic to create next-generation photonic EO devices, which convert data from electrical signals into optical signals, for applications in data communications and telecommunications markets. For more information, please visit the Company's website at lightwavelogic.com.
Safe Harbor Statement
The information posted in this release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify these statements by use of the words "may," "will," "should," "plans," "explores," "expects," "anticipates," "continue," "estimate," "project," "intend," and similar expressions. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected or anticipated. These risks and uncertainties include, but are not limited to, lack of available funding; general economic and business conditions; competition from third parties; intellectual property rights of third parties; regulatory constraints; changes in technology and methods of marketing; delays in completing various engineering and manufacturing programs; changes in customer order patterns; changes in product mix; success in technological advances and delivering technological innovations; shortages in components; production delays due to performance quality issues with outsourced components; those events and factors described by us in Item 1.A "Risk Factors" in our most recent Form 10-K; other risks to which our Company is subject; other factors beyond the Company's control.
Investor Relations Contact:
Greg Falesnik or Luke Zimmerman
MZ Group - MZ North America
949-385-6449
LWLG@mzgroup.us
www.mzgroup.us
SOURCE Lightwave Logic, Inc.