UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Item 3.03 Material Modification To Rights Of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
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 June 18, 2024, Lightwave Logic, Inc. (the “Company”) entered into an employee agreement amendment with Dr. Michael S. Lebby, the Company’s Chief Executive Officer. The employee agreement amendment (i) change’s Dr. Lebby’s base salary to $441,000 per year, effective January 1, 2024; and (ii) sets Dr. Lebby’s annual (i) cash bonus target amount at $220,500 and (ii) non-cash bonus target amount at $220,500 based on the Company achieving targets as shall be set by the Board of Directors.
Dr. Lebby was also granted an option to purchase up to 150,000 shares of Company common stock at an exercise price equal to $5.00 per share. The options vest as follows: 75,000 options vest on June 18, 2024, with the remaining options vesting in 6 equal monthly installments beginning on July 1, 2024. The options expire on June 17, 2034.
The description of Dr. Lebby’s 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 herein by reference.
James S. Marcelli
On June 18, 2024, the Company entered into an employee agreement amendment with James S. Marcelli, the Company’s President and Chief Operating Officer. The employee agreement amendment (i) change’s Mr. Marcelli’s base salary to $385,875 per year, effective January 1, 2024; and (ii) sets Mr. Marcelli’s annual (i) cash bonus target amount at $192,938 and (ii) non-cash bonus target amount at $192,938 and will be based on the Company achieving targets as shall be set by the Board of Directors.
Mr. Marcelli was also granted an option to purchase up to 120,000 shares of Company common stock at an exercise price equal to $5.00 per share. The options vest as follows: 60,000 options vest on June 18, 2024, with the remaining options vesting in 6 equal monthly installments beginning on July 1, 2024. The options expire on June 17, 2034.
The description of Mr. Marcelli’s employee agreement amendment is not complete and is qualified in its entirety by reference to the employee agreement amendment attached hereto as Exhibit 10.2, which is incorporated herein by reference.
Item 5.03 Amendments To Articles Of Incorporation Or Bylaws; Change In Fiscal Year.
On June 18, 2024, the Amended and Restated Bylaws (the “Bylaws”) of the Company were amended and restated in their entirety (the “Second Amended and Restated Bylaws”) by the Company’s Board of Directors, in accordance with the Bylaws. The Second Amended and Restated Bylaws are effective immediately. Article I, Section 7 of the Second Amended and Restated Bylaws amended and restated that same section of the Bylaws to provide more consistent voting standards for matters submitted to the stockholders of the Company.
The description of the Second Amended and Restated Bylaws is not complete and is qualified in its entirety by reference to the Second Amended and Restated Bylaws attached hereto as Exhibit 3.1, which is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. |
Description | |
| 3.1 | Second Amended and Restated Bylaws – June 18, 2024 | |
| 10.1 | Employee Agreement Amendment – Dr. Michael S. Lebby | |
| 10.2 | Employee Agreement Amendment – James S. Marcelli | |
| 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: June 25, 2024