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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) August 24, 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. ☐

 

 
 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Resignation of Thomas E. Zelibor

 

On August 24, 2022, Thomas E. Zelibor tendered his resignation as Chair of the Board of Lightwave Logic, Inc. (the “Company”) effective October 1, 2022. Mr. Zelibor’s resignation is not a result of any disagreement between himself and the Company, its management, the Company’s Board of Directors (the “Board”) or any committee of the Board. A copy of Mr. Zelibor’s letter of resignation is attached as Exhibit 17.1 hereto.

 

On August 25, 2022, the Board passed a resolution whereby Mr. Zelibor will remain with the Company as an advisor to Dr. Michael Lebby, the Company’s Chief Executive Officer, effective October 1, 2022 through December 31, 2022.

 

Election of Dr. Michael Lebby as Chair of the Board

 

On August 25, 2022, the Board elected Dr. Michael Lebby to serve as Chair of the Board effective October 1, 2022. Dr. Lebby will receive no additional compensation at this time for serving as Chair of the Board.

 

Election of Siraj El-Ahmadi to Audit Committee

 

On August 25, 2022, the Board elected Siraj El-Ahmadi, a current Board member, to the Board’s Audit Committee effective October 1, 2022. Mr. El-Ahmadi will receive no additional compensation at this time for his service on the Audit Committee.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit
No.		   Description
   
17.1   Resignation Letter - Thomas E. Zelibor
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: August 30, 2022 

 

EXHIBIT 17.1

 

Thomas E. Zelibor

3920 Glenneyere Dr.

Longmont, CO 80503

 

 

August 24, 2022

 

 

Dr. Michael Lebby

CEO, Lightwave Logic

369 Inverness Pkwy, Suite 350
Englewood, CO 80112-6039

 

Dear Michael,

 

This letter is to inform you of my intent to retire as Chair of the Lightwave Logic Board effective October 1, 2022.

 

I most certainly appreciated the opportunity to serve in various company roles on Lightwave’s Board of Directors, as CEO, and Chairman since 2008. It has been an amazing experience and I feel I have had a tremendous impact on the organization.

 

You, all members of the Board and employees have my very best wishes for Lightwave Logic’s continued success.

 

Yours Sincerely,

 

A pair of glasses Description automatically generated with medium confidence

T. E. Zelibor

Chairman, Lightwave Logic Board of Directors