Form 8-K
8-K — Lightwave Logic, Inc.
Accession: 0001079973-26-000955
Filed: 2026-07-20
Period: 2026-07-20
CIK: 0001325964
SIC: 3080 (MISCELLANEOUS PLASTIC PRODUCTS)
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — lwlg_8k.htm (Primary)
EX-10.1 — EMPLOYMENT AGREEMENT BETWEEN FRED GRAFFAM AND LIGHTWAVE LOGIC, INC., DATED JULY 20, 2026 (ex10x1.htm)
EX-99.1 — PRESS RELEASE (ex99x1.htm)
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8-K — FORM 8-K
8-K (Primary)
Filename: lwlg_8k.htm · Sequence: 1
Current Report
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0001325964
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2026-07-20
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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) July
20, 2026
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.
On July 20, 2026, the Board
of Directors (the “Board”) of Lightwave Logic, Inc. (the “Company”) appointed Fred A. Graffam III as the Company’s
Chief Financial Officer, effective immediately.
Mr. Graffam, age 60, has over
20 years of progressively responsible operational and financial leadership experience. From December 2022 to April 2026, Mr. Graffam served
as the Executive Vice President and Chief Financial Officer of Fidium (formerly Consolidated Communications Holdings, Inc. (Nasdaq: CNSL)),
a fiber optic-based internet provider. Prior to this, Mr. Graffam served as executive vice president and Chief Financial Officer at Monitronics
International, dba Brinks Home Security, a leading home security and alarm monitoring company, from October 2017 to November 2022, including
serving as senior vice president and CFO of Ascent Capital (the parent of Monitronics International) from October 2017 to August 2019.
Prior to this, Mr. Graffam was senior vice president of finance, investor relations and corporate development at DigitalGlobe, Inc., a
technology company. Earlier in his career, among other roles, he was a senior vice president of the North America/Asia Pacific regions
at Level 3 Communications, and he served in various finance and operating capacities of increasing responsibility at Comcast. Mr. Graffam
is a certified public accountant and holds a Bachelor of Science degree from the Alfred Lerner College of Business & Economics at
the University of Delaware.
In connection with his appointment as Chief Financial Officer,
the Company and Mr. Graffam entered into an Executive Employment Agreement, effective July 20, 2026 (the “Employment Agreement”),
pursuant to which Mr. Graffam will receive an annual base salary of $450,000 and a discretionary annual performance bonus of up to 40%
of his annual base salary based on the achievement of the Company’s objectives, as established by the Board. In addition, Mr. Graffam
will receive a sign-on cash bonus of $70,000, which would be paid back pro rata if Mr. Graffam voluntarily resigns without good reason
before the 12-month anniversary of the Employment Agreement’s effective date, and a sign-on equity award in the form of restricted
stock units with an aggregate grant-date value of $2,400,000, 25% of which shall vest on the first anniversary of the vesting commencement
date, and the remaining 75% of which shall vest in equal quarterly installments over the three years thereafter (the “Sign On Grant”).
Mr. Graffam is also eligible to participate in the benefit plans and programs generally available to the Company’s employees, except
to the extent such plans are duplicative of other benefits otherwise provided to executive officers. Mr. Graffam will also be entitled
to reimbursement of all reasonable and necessary business expenses incurred in performing Executive’s duties, subject to the Company’s
expense reimbursement policies and Executive’s timely submission of required documentation. If Mr. Graffam is terminated without
cause or if Mr. Graffam terminates his employment for good reason, the Company agrees to provide to Mr. Graffam as severance: (i) an amount
equal to his base salary, (ii) an amount equal to his full year target bonus, (iii) reimbursement of premiums to continue health care
benefits coverage under COBRA for the 12 months following the date of Mr. Graffam’s termination and (iv) accelerated vesting for
any portion of the Sign On Grant that would have vested within 12 months of the termination date. If Mr. Graffam’s employment is
terminated under these circumstances during the twelve month period that follows a change in control (as defined in the Employment Agreement),
in lieu of the severance described above, subject to his execution of a release agreement in favor of the Company, the Company agrees
to provide to Mr. Graffam as severance: (i) an amount equal to two times his base salary, (ii) an amount equal to two times his target
bonus, (iii) reimbursement of premiums to continue health care benefits coverage under COBRA for the 12 months following the date of Mr.
Graffam’s termination and (iv) accelerated vesting of all time-based equity awards.
The summary of the Employment
Agreement set forth above does not purport to be a complete statement of the terms of such document. The summary is qualified in its entirety
by reference to the full text of the Employment Agreement, which is set forth as Exhibit 10.1 to this Current Report on Form 8-K.
There are no arrangements
or understandings between Mr. Graffam and any other person pursuant to which she was appointed as the Company’s Chief Financial
Officer, and there are no family relationships among any of the Company’s directors or executive officers and Mr. Graffam. Additionally,
Mr. Graffam has no direct or indirect interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
In connection with Mr. Graffam’s
appointment, Snizhana “Ana” Quan, who was previously named the Company’s Principal Financial Officer and Principal Accounting
Officer, will no longer hold those titles and will hold the title of Vice President of Finance and Corporate Controller.
Item 7.01. Regulation FD Disclosure.
On July 20, 2026, the Company
issued a press release announcing Mr. Graffam’s appointment. The press release is attached to this Current Report on Form 8-K as
Exhibit 99.1 and incorporated herein by reference.
The information included in
this Item 7.01 and in Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section or incorporated by reference
in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific
reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description
10.1
Employment Agreement between Fred Graffam and Lightwave Logic, Inc., dated July 20, 2026
99.1
Press Release of Lightwave Logic, Inc. dated July 20, 2026
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.
Dated: July 20, 2026
By:
/s/ Yves LeMaitre
Name:
Yves LeMaitre
Title:
Chief Executive Officer
EX-10.1 — EMPLOYMENT AGREEMENT BETWEEN FRED GRAFFAM AND LIGHTWAVE LOGIC, INC., DATED JULY 20, 2026
EX-10.1
Filename: ex10x1.htm · Sequence: 2
Exhibit 10.1
EXECUTIVE EMPLOYMENT AGREEMENT
This EXECUTIVE EMPLOYMENT
AGREEMENT (“Agreement”) is entered into between Lightwave Logic, Inc., a Nevada Corporation (the “Company”),
and Fred Graffam (“Executive”), effective July 20, 2026 (the “Effective Date”). Executive and
Company are referred to as “Parties” or “Party” herein.
WHEREAS, the Company
desires to employ and retain the Executive for the term specified herein in order to advance the business and interests of the Company
on the terms and conditions set forth herein; and
WHEREAS, the Executive
wishes to be employed by the Company and desires to provide Executive’s services to the Company in such capacities, on and subject
to the terms and conditions hereof; and
NOW THEREFORE, in consideration
of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:
1.
Term. Company shall employ Executive, and Executive shall be employed by Company, upon the
terms and conditions set forth in this Agreement. Unless terminated earlier pursuant to Section 4 below, Executive’s employment
pursuant to this Agreement shall be for a period of three (3) years commencing on the Effective Date and ending on July 19, 2029 (the
term being the “Employment Period”). This Agreement automatically shall be renewed and the Employment Period extended
for one additional consecutive term of one (1) year (“Renewal Term”), unless such renewal is objected to by the Company,
the Board of Directors of the Company (the “Board”), or the Executive upon ninety (90) days written notice prior to
the commencement of the Renewal Term. Non-renewal of this Agreement by action of the Company, and the expiration of the Employment Period
as a result of such non-renewal by the Company, shall not constitute a termination of Executive’s employment by the Company without
Cause, or by Executive for Good Reason.
2.
Title; Duties; Work Location.
(a)
Title. Executive shall serve as the Company’s Chief Financial Officer, reporting directly
to the Company’s Chief Executive Officer. Executive shall perform the duties and responsibilities customarily associated with that
position, together with other duties reasonably assigned by the Company that are consistent with Executive’s position and within
the scope of duties normally associated with that of a CFO of a company of similar size and capitalization. Executive shall devote a substantial
majority of Executive’s business time, attention, skill, and effort to the Company, comply with the Company’s policies and
procedures, and use Executive’s best efforts to promote the Company’s business, reputation, and interests.
(b)
Work Location. Executive’s regular work arrangement shall be hybrid. Executive shall
work from the Company’s Denver, Colorado office an average of at least three (3) days per week during any calendar year of service
and may perform the remainder of Executive’s duties from Dallas, Texas or otherwise remotely, subject to business needs, travel
requirements, Company policies, and any changes mutually agreed by the Company and the Executive. Executive acknowledges that this arrangement
may have personal tax consequences, that the Company has not provided Executive with personal tax advice, and that Executive is responsible
for consulting Executive’s own tax advisor. Executive shall promptly notify the Company of any material change in Executive’s
work location, residence, or tax status that could affect payroll withholding, tax reporting, or compliance obligations.
(c)
Extent of Services. Executive may engage in personal investments and charitable, civic, professional,
or board activities only to the extent that, in the sole determination of the Board, they do not materially interfere with Executive’s
duties to the Company and are not competitive with the Company. Executive shall obtain the Company’s prior approval before serving
on any board or governing body and shall resign from any such position if directed by the Company or the Board.
3.
Compensation and Benefits.
(a)
Salary. Company shall pay Executive a gross annual base salary of $450,000 (“Base
Salary”), payable in accordance with the Company’s regular payroll practices and subject to applicable withholdings and
deductions. The Company shall review Executive’s Base Salary annually in conjunction with its regular review of other employees’
salaries and make such increases, if any, to Executive’s Base Salary as the Company shall deem appropriate in its sole and absolute
discretion.
(b)
Sign-On Bonus. Subject to Executive’s commencement of employment with the Company on
the Effective Date, the Company shall pay Executive a one-time sign-on bonus in the gross amount of $70,000 (the “Sign-On
Bonus”). The Sign-On Bonus shall be paid, less applicable withholdings and deductions, on the first regularly scheduled payroll
date following the Effective Date, or as soon as administratively practicable thereafter. If Executive voluntarily resigns from the Company
without Good Reason before the 12-month anniversary of the Effective Date, then Executive shall repay to the Company such percentage of
the Sign-On Bonus that is the pro-rated unearned portion of the Sign-On Bonus remaining (i.e., derived by reducing such repayment obligation
by $5,833.33 for each month of Executive’s service (or portion thereof) after the Effective Date as the “earned” portion),
and if the Company terminates Executive’s employment for Cause before the 12-month anniversary of the Effective Date, then Executive
shall repay to the Company 100% of the gross amount of the Sign-On Bonus, in either case within thirty (30) days following the Date of
Termination. Executive authorizes the Company, to the fullest extent permitted by applicable law, to offset any amounts owed under this
Section against any compensation or other amounts otherwise payable to Executive; provided that any such offset shall not reduce Executive’s
compensation below the minimum amount required by applicable law.
(c)
Discretionary Bonus. For each calendar year during the Employment Period, Executive shall
be eligible for an annual cash bonus with a target amount of forty percent (40%) of Executive’s Base Salary (the “Target Bonus”),
based on achievement of milestones or performance objectives established by the Board. Except for the guaranteed 2026 bonus described
below, any bonus is discretionary, does not accrue, and is earned and payable only if Executive is actively employed on the payment date.
Executive’s 2026 annual bonus shall be guaranteed at the Target Bonus, prorated for the period from the Effective Date through December
31, 2026, and paid when 2026 annual bonuses are paid to similarly situated executives, but no later than March 15, 2027, subject to applicable
withholdings and deductions.
(d)
Restricted Stock Unit Awards. Executive shall receive an up-front restricted stock unit award
with an aggregate grant-date value of $2,400,000 (the “Up-Front Grant”) based on the fair market value of the
Company’s equity on the date of grant. The Company shall use commercial best efforts to grant the Up-Front Grant within five (5)
business days of the Effective Date. The Up-Front Grant shall vest over four (4) years, with twenty-five percent (25%) vesting on the
first anniversary of the vesting commencement date and the remainder vesting in substantially equal quarterly installments (i.e., pro
rata for each three-month period) over the following three (3) years, subject to Executive’s continued employment through each quarterly
vesting date. The form, timing, valuation methodology, vesting commencement date, and other terms of the Up-Front Grant shall be governed
by the applicable equity plan and award agreement. Executive shall also be eligible to be considered for a refresh equity grant in the
first quarter of 2028, subject to Compensation Committee approval and the terms of the applicable plan and award agreement. No refresh
grant is guaranteed unless and until approved by the Compensation Committee.
(e)
Paid Time Off; Benefits. Executive shall be eligible for paid time off and to participate
in the Company’s employee benefit plans and programs, in each case subject to the applicable plans, policies, eligibility requirements,
and the Company’s right to amend or terminate such plans and policies.
(f)
Reimbursement of Business Expenses. The Company shall reimburse Executive for reasonable and
necessary business expenses incurred in performing Executive’s duties, subject to the Company’s expense reimbursement policies
and Executive’s timely submission of required documentation.
(g)
Taxes. Executive will make payment of all required taxes, whether federal, state, or local
in nature, including but not limited to income taxes, Social Security taxes, Federal Unemployment Compensation or any other taxes that
are required to be paid by Executive pursuant to any applicable law. The Company will have the right to withhold from the sums payable
to Executive under this Agreement such amounts, if any, as may be required by the Internal Revenue Code of 1986, as amended (the “Code”)
or any other like statute that is, or may become, applicable to the provisions of this Agreement.
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4.
Termination.
(a)
Termination by Company for Cause. Company may terminate Executive’s employment under
this Agreement at any time for Cause upon written notice. For purposes of this Agreement, “Cause” for termination shall
mean any of the following: (i) the conviction of Executive of, or the entry of a plea of guilty, first offender probation before judgment
or nolo contendere by Executive to, any felony or any other crime involving dishonesty; (ii) fraud, misappropriation, embezzlement,
or breach of fiduciary duty by Executive with respect to Company; (iii) Executive’s willful failure, bad faith, or gross negligence
in the performance of his assigned duties for Company following Executive’s receipt of written notice of such willful failure, bad
faith, or gross negligence; (iv) Executive’s failure to follow reasonable and lawful directives of Company following Executive’s
receipt of written notice of such failure; or (vi) the breach by Executive of any material term of this Agreement following Executive’s
receipt of written notice of such breach. Company shall provide Executive a period of thirty (30) days following receipt of any written
Cause notification in order to allow Executive the opportunity to effectuate a cure of the acts or omissions that form the basis for the
determination, but only to the extent such acts or omissions are capable of cure.
(b)
Termination by Company without Cause. Upon giving Executive thirty (30) days’ written
notice, Company may terminate this Agreement without Cause. At Company’s sole and absolute discretion, it may substitute thirty
(30) days’ salary in lieu of notice. Any salary paid to Executive by Company in lieu of notice shall not be offset against any entitlement
Executive may have to the Severance Payment pursuant to Section 5(c) below.
(c)
Termination by Executive for Good Reason. Executive may terminate
Executive’s employment with Company under this Agreement at any time for Good Reason, upon thirty (30) days’ written notice
by Executive to Company. Executive may not terminate this Agreement for Good Reason
hereunder unless and until Executive has provided Company with written notice of the action which Executive contends to be Good Reason
(which notice must specify that such action constitutes the basis for a “Good Reason” resignation hereunder), such written
notice is provided within sixty (60) days of the occurrence of the initial event which constitutes Good Reason and Company has failed
to reasonably remedy such action within thirty (30) days of receiving such written notice. For purposes of this Agreement, “Good
Reason” for termination shall mean any of the following: (i) the assignment to Executive of substantial duties or responsibilities
materially inconsistent with Executive’s position at Company or a material diminution in Executive’s position, reporting structure,
or duties with the Company; (ii) a reduction in Executive’s Base Salary or Target Bonus opportunity; or (iii) a breach of any material
term of this Agreement by Company, including but not limited to the location of Executive’s employment hereunder.
(d)
Termination by Executive without Good Reason or Voluntary Resignation. Upon giving Company
sixty (60) days’ written notice, Executive may terminate this Agreement for any or no reason.
(e)
Executive’s Death or Disability. Executive’s employment with Company shall terminate
immediately upon Executive’s death or, upon written notice as set forth below, Executive’s Disability. As used in the Agreement,
“Disability” shall mean such permanent physical or mental impairment as would render Executive
unable to perform Executive’s duties under this Agreement for more than one hundred eighty (180) days. If the Employment Period
is terminated by reason of Executive’s Disability, either Party shall give thirty (30) days’ advance written notice to that
effect to the other. This Section 4(e) is intended to be interpreted and applied consistent with any laws, statutes, regulations, and
ordinances prohibiting discrimination, harassment or retaliation on the basis of a Disability.
(f)
Date of Termination. For purposes of this Agreement, “Date of Termination”
shall mean the date on which this Agreement shall terminate in accordance with the provisions of this Section 4 and Section 5 below.
5.
Effect of Termination.
(a)
General. In the event Executive’s employment is terminated for any reason, including
termination based upon Executive giving notice to the Company of his desire not to extend the Employment Period or any extension of the
Agreement or for Cause under Paragraph 4(a), Executive shall be entitled to receive each of the following: (i) payment of any unpaid portion
of his Base Salary through the Date of Termination; (ii) reimbursement for any outstanding reasonable business expense he has incurred
in performing his duties hereunder; and (iii) payment of any fully vested but unpaid rights as required by the terms of any employee benefit
plan or program of Company in effect from time to time.
3
(b)
Termination by Company for Cause. If Company terminates Executive’s
employment for Cause, Executive shall have no rights or claims under this Agreement against Company or its officers, directors, employees,
or equity holders, with respect to such termination of employment or termination of any other position then held by Executive, except
only to receive the payments and benefits described in Section 5(a) above.
(c)
Termination by Company without Cause or by Executive for Good Reason. If
Company terminates this Agreement without Cause pursuant to Section 4(a) above, or Executive terminates this Agreement for Good Reason
pursuant to Section 4(c) above, then Executive shall only be entitled to receive, and the Company shall pay, in addition to the items
referenced in Section 5(a) above, (1) a cash amount equal to the aggregate of (x) twelve (12) months of Executive’s Base Salary
at the rate in effect on his last day of employment, plus (y) the full-year Target Bonus (the “Severance Payment”),
(2) the Company shall provide Executive with an additional 12 months of vesting credit for the Up-Front Grant (to the extent not fully
vested as of the date of such termination of employment), and (3) the Company shall continue to provide to Executive and his family with
the Company’s employee benefit plans and programs described in Section 3(e) of this Agreement (including but not limited
to health and medical benefits) at the same level as provided immediately prior to such termination of employment during the 12-month
severance period (“Benefits Continuation”). The Severance Payment shall be paid in substantially
equal monthly installments commencing after Executive’s termination of employment, subject to all legally required payroll deductions
and withholdings.
(d)
Termination as a Result of a Change of Control. If a Change of Control occurs and, within
twelve (12) months following the Change of Control, either (A) the Company terminates Executive’s employment without Cause or (B)
Executive terminates his employment for Good Reason, then Executive shall be entitled to receive, in lieu of any other severance or termination
benefits under this Agreement: (1) the payments and benefits described in Section 5(a) above; (2) two (2) times the Severance Payment;
(3) Benefits Continuation; and (4) accelerated vesting of all then-unvested stock options, restricted stock units, and other share-based
compensation awards, subject to the terms of the applicable equity plan and award agreements. The amount described in clause (2) shall
be paid in a lump sum in cash, subject to Executive’s timely execution and non-revocation of the separation and general release
agreement required by Section 5(g) of this Agreement and subject to applicable withholdings and deductions. A “Change of Control”
shall mean the occurrence of any one or more of the following events:
(i) a
consolidation, merger, amalgamation, arrangement or other reorganization or acquisition involving
the Company or any of its Affiliates and another corporation or other entity, as a result
of which the holders of voting securities of the Company immediately prior to the completion
of the transaction hold less than 50% of the voting securities of the successor corporation
immediately after completion of the transaction;
(ii) the
sale, lease, exchange or other disposition, in a single transaction or a series of related
transactions, of all or substantially all of the assets, rights or properties of the Company
and its subsidiaries on a consolidated basis to any other person or Entity, other than transactions
among the Company and its subsidiaries;
(iii) a
resolution is adopted to wind-up, dissolve or liquidate the Company;
(iv) any
person, entity or group of persons or entities acting jointly or in concert (the “Acquiror”)
acquires, or acquires control (including, without limitation, the power to vote or direct
the voting) of, voting securities of the Company which,
when added to the voting securities owned of record or beneficially by the Acquiror or which
the Acquiror has the right to vote or in respect of which the Acquiror has the right to direct
the voting, would entitle the Acquiror and/or associates and/or affiliates of the Acquiror
to cast or direct the casting of 50% or more of the votes attached to all of the Company’s
outstanding voting securities which may be cast to elect directors of the Company or the
successor corporation (regardless of whether a meeting has been called to elect directors);
4
(v) as
a result of or in connection with: (A) a contested election of directors of the Company;
or (B) a consolidation, merger, amalgamation, arrangement or other reorganization or acquisition
involving the Company or any of its affiliates and another corporation or other entity, fewer
than 50% of the directors of the Company are persons who were directors of the Company immediately
prior to such transaction; or
(vi) the
Board adopts a resolution to the effect that a Change of Control as defined herein has occurred
or is imminent.
For the purposes of
the foregoing definition of Change of Control, “voting securities” means any shares entitled to vote for the election of directors
and shall include any security, whether or not issued by the Company, which are not shares entitled to vote for the election of directors
but are convertible into or exchangeable for shares which are entitled to vote for the election of directors, including any options or
rights to purchase such shares or securities.
(e)
Termination by Executive without Good Reason. If Executive terminates this Agreement without
Good Reason, Executive shall only be entitled to receive the payments and benefits described in Section 5(a).
(f)
Termination Upon Death or Disability. If Executive’s employment
terminates in the event of Executive’s death or Disability, Executive’s
estate shall be entitled to receive (a) payment of any unpaid portion of Executive’s Base Salary through the date of Executive’s
death, and (b) payment of any fully vested but unpaid rights as required by the terms of any employee benefit plan or program of Company.
Executive’s estate shall not be entitled to receive any severance pay or benefits or other amounts for termination due to Executive’s
death other than as provided in this Section 5(f).
(g)
Non-Renewal of Employment. If Executive’s employment terminates
based upon the expiration of the Employment Period, then Executive shall only be entitled to receive,
and the Company shall pay, in addition to the items referenced in Section 5(a) above, (1) a cash amount equal to the aggregate of (x)
six (6) months of Executive’s Base Salary at the rate in effect on his last day of employment, plus (y) the full-year Target Bonus
(the “Section 5(g) Severance Payment”), (2) the Company shall provide Executive with an additional 12 months
of vesting credit for the Up-Front Grant (to the extent not fully vested as of the date of such termination of employment), and (3) Benefits
Continuation. The Section 5(g) Severance Payment shall be paid in substantially equal monthly installments
commencing after Executive’s termination of employment, subject to all legally required payroll deductions and withholdings.
(h)
Separation Agreement Required for Severance Payments. No post-employment payments by Company
relating to termination of employment under any applicable provision shall commence until Executive executes and delivers to the Company
a reasonable and customary separation and general release agreement provided by the Company to Executive on the effective date of Executive’s
termination of employment with restrictions in all material respects no greater than those set forth in this Agreement, and any applicable
revocation period with respect to such release has expired, all of which must occur by no later than the sixtieth (60th) day following
the termination of Executive’s employment.
(i)
Payments upon Separation. Notwithstanding any contrary payment provisions of this Section
5, no payment in connection with a separation from service under this Agreement shall be made earlier than the latest of the following
dates: (i) the sixtieth (60th) day following the termination of Executive’s employment and Executive’s delivery without revocation
of a separation and general release agreement; (ii) to the extent required under Section 15 below, the first business day that is six
(6) months following Executive’s separation from service; or (iii) the payment due date required under the terms of any deferred
compensation plan subject to the requirements of Code Section 409A. Amounts otherwise payable prior to these dates shall be delayed pursuant
to this provision. Executive shall not retain the ability to elect the tax year of any payments under the Separation Agreement and to
the extent any payment could be made in one (1) or two (2) tax years, such payment shall be made in the later tax year. All payments under
this Agreement shall be subject to all applicable federal, state, and local tax withholding.
5
(j)
Cooperation. Following the Employment Period, Executive shall assist and cooperate with Company
in the orderly transition of work to others if so requested by Company. Executive shall cooperate with Company and be responsive to requests
for information by any of them relating to their respective business matters about which Executive may have information or knowledge and
reasonably assist Company as the case may be, with any litigation, threatened litigation or arbitration proceeding relating to Company’s
business as to which business Executive had relevant knowledge, and Company shall reimburse Executive for reasonable costs, including
attorneys’ fees and expenses, actually incurred by Executive in connection with such assistance.
6.
Non-Disclosure of Confidential Information. In the course of employment with the Company,
Executive will have access to, be entrusted or become acquainted with various confidential, proprietary or trade secret information of
the Company and/or its current and proposed customers and business partners. All information, whether or not in writing, (i) concerning
the Company’s business, technology, business relationships or financial affairs which the Company has not released to the general
public, or (ii) proprietary to a third party relating to the business relationship of the Company disclosed or made available to me by
reason of my employment with the Company and not generally known to the public (collectively, “Confidential Information”)
is and will be the exclusive property of the Company. Trade Secrets, whether or not in writing, are and will be the exclusive property
of the Company. For the avoidance of doubt, “Trade Secrets” are included within the definition of Confidential Information
and mean Confidential Information that is not generally known outside the Company that the Company takes reasonable measures to maintain
secret and that provides an economic advantage to the Company (or if known by others, would provide an economic advantage to others).
(a)
Confidentiality and Use Restrictions. At all times during and after Executive’s employment
with the Company, Executive agrees: (i) to hold Confidential Information in confidence and trust for the benefit of the Company; (ii)
to use Confidential Information only in the performance of Executive’s duties for the Company; (iii) not to use, disclose, sell,
exchange, or furnish in any way Confidential Information in any manner which may injure or cause loss or may be calculated to injure or
cause loss whether directly or indirectly to the Company or for any purpose other than the Company’s business, without the prior
written authorization of the Company; and (iv) to cooperate with the Company and use Executive’s best efforts to ensure that Confidential
Information is not disclosed to unauthorized persons or used in an unauthorized manner.
(b)
Examples of Confidential Information. By way of illustration only, Confidential Information
includes, but is not limited to, nonpublic information regarding (i) existing and contemplated products, services, contracts, business
procedures, technical data, inventions, designs, specifications, concepts, ideas, engineering, manufacturing, and testing information,
methods, know-how, techniques, systems, processes, works of authorship, manuals, software, methods, formulas, discoveries, improvements;
(ii) software and computer programs, including source code and object code, and integrated computer systems and data; (iii) customer lists,
customer identification, customer prospects, prospective leads or target accounts, project information, and other basic customer information;
(iv) pricing policies, product strategies, expansion plans, and management, operational or marketing plans, strategies, programs, proposals
and procedures; (v) business forecasts, financial data, costs, sales and revenue data, and any analyses not publicly disclosed; (vi) personnel
data, personnel lists, compensation structure, reporting and organizational structures, performance evaluations, and termination and hiring
arrangements or documents, and (vii) any other information which the Company deems confidential or which may be reasonably regarded as
confidential in common industry practice, whether disclosed to or developed by the Executive before or after the Effective Date, except
as may be required in the ordinary course of performing the Executive’s duties as an employee of the Company.
(c)
Exclusions and Legally Required Disclosures. The above restrictions shall not apply to: (i)
information that at the time of disclosure is in the public domain through no fault of Executive; (ii) information received from a third
party outside of the Company that was disclosed without a breach of any confidentiality obligation; (iii) information approved for release
by written authorization of the Company; and (iv) information that may be required by law or an order of any court, agency or proceeding
to be disclosed; provided that, to the extent legally permissible, Executive shall give the Company prompt written notice of any such
required disclosure once Executive has knowledge of it and will help the Company, at its expense, to the extent reasonable to obtain an
appropriate protective order.
6
(d)
Protected Rights and Permitted Disclosures. Nothing herein prevents Executive from discussing
or disclosing information related to the Executive’s general job duties or responsibilities and/or to employee wages, or from disclosing
or discussing conduct Executive reasonably believes to be illegal discrimination, harassment, or retaliation, wage and hour violations,
sexual assault, or a violation of a clear mandate of public policy. Further, nothing herein interferes with or impedes Executive’s
rights under Section 7 of the National Labor Relations Act, including the right to engage in concerted activity.
(e)
Defend Trade Secrets Act Immunity. Further, employees are hereby notified that under the Defend
Trade Secrets Act of 2016, 18 U.S.C. § 1833(b): (i) no individual will be held criminally or civilly liable under Federal or State
trade secret law for the disclosure of a trade secret (as defined in the Economic Espionage Act) that: (A) is made in confidence to a
Federal, State, or local government official, either directly or indirectly, or to an attorney; and made solely for the purpose of reporting
or investigating a suspected violation of law; or, (B) is made in a complaint or other document filed in a lawsuit or other proceeding,
if such filing is made under seal so that it is not made public; and, (ii) an individual who pursues a lawsuit for retaliation by an employer
for reporting a suspected violation of the law may disclose the trade secret to the attorney of the individual and use the trade secret
information in the court or arbitration proceeding, if the individual files any document containing the trade secret under seal, and does
not disclose the trade secret, except as permitted by order in that proceeding.
(f)
Material Non-Public Information and Securities Law Compliance. In the course of the Executive’s
employment, Executive may receive directly or indirectly material non-public information about a company. Such information is subject
to the Executive’s confidentiality obligations. Moreover, Executive shall comply with all applicable United States securities laws,
including those that may restrict persons who possess material non-public information about a company, obtained directly or indirectly
from that company, from purchasing or selling securities of such company, or from communicating such information to any other person under
circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. Executive shall act
ethically and in compliance with all applicable governmental laws and Company policies with respect to financial, market, or other non-public
information of the Company or other companies.
7.
Certain Covenants.
(a)
Consideration. In consideration of Executive’s employment, including without limitation
Executive’s compensation, benefits, and access to Confidential Information, and other good and valuable, fair and reasonable, and
mutually agreed upon consideration, Executive agrees to the restrictive covenants contained in this Section 7.
(b)
Non-Solicitation of Customers. Executive agrees that, during the Executive’s employment
with the Company and during the Restricted Period (defined below), Executive shall not (other than on behalf of the Company), within the
Restricted Territory, directly or indirectly: (i) call on, contact, solicit, entice away, provide services to, and/or do business with
any Customer or Prospect (both defined below) of the Company; (ii) encourage any Customer or Prospect to cease or refrain from doing business
with the Company or terminate or limit existing relationships or arrangements with the Company; or (iii) otherwise interfere with any
Customer’s or Prospect’s business, patronage or orders of the Company or attempt to do so. Nothing in this Agreement restricts
the Executive following the termination of Executive’s employment with the Company from providing a service to a customer of the
Company if (1) the Executive did not solicit the customer of the Company, (2) the customer of the Company voluntarily terminated its relationship
with the Company and sought the services of the Executive, and (3) the Executive complies with the remaining restrictions contained in
this Agreement.
(c)
Non-Solicitation of Employees. Executive agrees that, during the Executive’s employment
with the Company and during the Restricted Period (defined below), except if the Executive is acting as an employee of the Company solely
for the benefit of the Company in connection with the business of the Company and in accordance with the business practices and employee
policies of the Company, Executive shall not, directly or indirectly: (i) solicit or hire any person employed by the Company or who, within
ninety (90) days of the Date of Termination, was so employed by the Company, provided Executive had material dealings with the person
in performing Executive’s duties; (ii) encourage any person employed by the Company or who, within ninety (90) days of the Date
of Termination, was so employed by the Company, provided Executive had material dealings with the person in performing the Executive’s
duties, to end or diminish their employment or association with the Company; (iii) disclose information to any other individual or entity
about Company employees that could be used to solicit or otherwise encourage Company employees to form new business relationships with
that or another individual or entity; or (iv) interfere with the performance by current or former Company employees of their obligations
or responsibilities to the Company.
7
(d)
Certain Definitions. As used herein:
(i)
“Company Business” shall mean the development, manufacture, commercialization,
licensing, sale, and support of electro-optic polymer materials, photonic integrated circuit technologies, optical modulators, silicon
photonics technologies, and related photonic components, materials, and intellectual property for data communications, telecommunications,
AI, cloud computing, and data center applications.
(ii)
"Competitor" shall mean any firm, corporation, association, partnership, trust,
limited liability company or joint venture that directly competes with the Company in the Company Business.
(iii)
“Customer” shall mean any person or entity which (i) is a customer, client, contractor,
or representative of the Company or (ii) was, within one (1) year before the Date of Termination, a customer, client, contractor, or representative,
so long as, for both (i) and (ii), Executive had material dealings with the person or entity during Executive’s employment, Executive
assisted in developing the Customer/Company relationship on behalf of the Company, or Executive learned Confidential Information about
the person or entity.
(iv)
“Prospect” shall mean any person or entity the Company was actively soliciting
(i) as of or (ii) within one (1) year before the Date of Termination, so long as, for both (i) and (ii), Executive had material dealings
with the person or entity during the Executive’s employment, Executive assisted in the Company’s solicitation of the person
or entity, or Executive learned Confidential Information about the person or entity.
(v)
"Restricted Period" shall mean the one (1) year period following the Date of Termination.
(vi)
"Restricted Territory" shall mean any geographic territory (e.g., municipality,
province, country, etc.) in which the Company carries out business and in relation to which Executive: (i) had material responsibilities
(including, without limitation, advisory, supervisory or management responsibilities) or carried out material duties, in both cases during
the two-year period immediately preceding the Date of Termination; or (ii) acquired Confidential Information during the two-year period
immediately preceding the Date of Termination.
8.
Inventions.
(a)
For purposes of this Agreement, the term “Developments” means any and every invention,
modification, discovery, design, development, improvement, process, software program (including source code and object code), documentation,
work of authorship, formula, data, technique, know-how, trade secret, author’s right, “droit morale” and other intellectual
property right whatsoever or any interest therein (whether or not patentable or registrable under copyright or similar statutes or subject
to analogous protections).
(b)
If during Executive’s employment with Company, Executive has (either alone or with others)
made, conceived, discovered or reduced to practice, or shall (either alone or with others) make, conceive, discover or reduce to practice,
any Development that (a) related or relates to the Company Business; (b) resulted or results from tasks assigned to the Executive by Company
or which may be used in relation therewith; or (c) resulted or results from the use of premises or personal property (whether tangible
or intangible) owned, leased, contracted for or provided by the Company (such Developments are herein called “Company Developments”),
all such Company Developments and the benefits thereof shall immediately become the sole and exclusive property of the Company and its
assigns. Executive shall promptly disclose to the Company (or any persons designated by it) each Company Development.
(c)
In the event that any Company Developments do not immediately vest with the Company and/or its assigns,
Executive hereby assigns to the Company and its successors and assigns without further compensation any rights Executive has acquired
or may acquire in any Company Development and the benefits and/or rights resulting therefrom. Executive makes no claim of authorship or
ownership in any Company Development, and Executive hereby agrees to communicate to the Company, without cost or delay, and without publishing
the same, all available information relating thereto (with all necessary plans and models). If any Company Development is protectable
by copyright and is deemed in any way to constitute “works made for hire”, or “work made in the course of employment”
under the United States Copyright Act (17 U.S.C., Section 101), such Company Development and any copyright arising therefrom shall be
considered to be owned solely, completely, and exclusively by Company.
8
(d)
In the event that any intellectual property rights in Company Developments cannot vest in, or be
assigned or otherwise transferred to the Company and/or its assigns for any reason, Executive hereby grants the Company and its successors
and assigns a perpetual, royalty-free, worldwide, exclusive, and irrevocable license to use, create derivative works of, and otherwise
exploit such Company Developments for any purpose in the Company’s sole discretion.
(e)
Executive hereby forever waives and agrees never to assert any and all moral rights or similar rights
that Executive may have in or with respect to any Company Developments, including but not limited to any rights to the integrity of any
Company Developments, the right to be associated with the Company Developments as author by name or under a pseudonym, and the right to
remain anonymous.
(f)
Upon disclosure of each Company Development to the Company, Executive will, during Executive’s
employment and at any time thereafter, at the request and cost of the Company, sign, execute, make and do all such deeds, documents, acts
and things as the Company and its duly authorized agents may reasonably require: (a) to apply for, obtain and vest in the name of the
Company (unless the Company otherwise directs) all letters patent, copyrights or other analogous protection relating to Company Developments
developed during Executive’s employment with the Company in any country throughout the world and when so obtained or vested to renew
and restore the same; and (b) to defend any opposition proceedings in respect of such applications and any opposition proceedings or petitions
or applications for revocation of such letters patent, copyright or other analogous protection.
(g)
In the event the Company is unable, after reasonable effort, to secure Executive’s signature
on any letters patent, copyright or other analogous protection relating to a Company Development, whether because of Executive’s
physical or mental incapacity or for any other reason whatsoever, Executive hereby irrevocably designates and appoints the Company and
its duly authorized officers and agents as Executive’s agent and attorney-in fact, to act for and on behalf of Executive to execute
and file any such application or applications and to do all other lawfully permitted acts to further the prosecution and issuance of letter
patents, copyrights and other analogous protections thereon with the same legal force and effect as if executed by Executive.
(h)
Exhibit A sets forth a complete list of all Developments that are not Company Developments (the “Prior
Developments”) by reason of having been developed by Executive prior to Executive’s employment by Company. Executive represents
and warrants that each Prior Development was made, conceived, discovered and reduced to practice by Executive alone or with others prior
to Executive’s employment by Company and/or its predecessors. If Exhibit A is blank, Executive represents and warrants that no Prior
Developments exist. Regardless of the content of Exhibit A, (a) Executive covenants and agrees that Executive shall not include or use
non-Company Developments (including, without limitation, Prior Developments) in Company Developments without first notifying and receiving
Company’s written consent to do so, and (b) Executive hereby grants the Company a perpetual, royalty-free, worldwide, non-exclusive
right and license to use, create derivative works of and incorporate into Company Developments all Developments owned by Executive (including,
without limitation, Prior Developments) that Executive may from time to time include or incorporate into Company Developments.
9.
Use of Voice, Image, and Likeness. Executive gives the Company permission to use Executive’s
voice, statements, image and likeness, without using Executive’s name or other identifying information, in connection with the Company’s
business, products and services, for the purposes of advertising and promoting such products and/or services and/or the Company, and for
any other purposes deemed appropriate by the Company in its reasonable discretion, except to the extent prohibited by law.
10.
Return of Company Property. Immediately upon the termination of Executive’s employment,
or earlier at the Company’s request, Executive shall return to the Company (at its main office or another location, as directed
by the Company) all Confidential Information and other Company property (including intellectual and physical property). Unless otherwise
directed by the Company, upon termination Executive shall not retain any copies of the Company’s property, including any copies
existing in electronic form, in Executive’s possession, custody or control and shall not destroy, delete, or alter any Company property,
without the Company’s prior written consent. If the Company requests, Executive will provide written confirmation that Executive
has returned all Confidential Information, Trade Secrets and Company property, and has not retained any such information or property in
any form or manner.
9
11.
Mutual Non-Disparagement. During Executive’s employment or for the two-year period following
termination of employment with the Company, (x) Executive will not negligently, recklessly, or maliciously make any untrue disparaging
or defamatory statements, whether written or oral, regarding the Company, its products or services, or any of its current or former officers,
directors, shareholders, or employees, and (y) the Company will instruct its officers and directors not to negligently, recklessly, or
maliciously make any untrue disparaging or defamatory statements, whether written or oral, regarding the Executive . Nothing in this Section
limits any protected rights described in Section 6(d).
12.
Former Employers. Executive represents that Executive is not subject to any agreement or obligation
that would prevent Executive from performing Executive’s duties for the Company. Executive shall not improperly use or disclose
any confidential information or trade secrets of any former employer or other person, and shall not bring onto the Company’s premises
or systems any nonpublic documents or property of any former employer or other person without that person’s written consent.
13.
Post-Employment Activities. Beginning on the Date of Termination, Executive shall not represent
that Executive is currently employed by the Company and shall promptly update any source Executive controls, including social media, to
remove references to the Company as Executive’s current employer. During employment and the Restricted Period, Executive shall disclose
the restrictions in this Agreement to any prospective employer or business associate as necessary to comply with this Agreement, and the
Company may provide a copy of this Agreement to any person or entity with which Executive is employed, associated, or represents. If Executive
accepts a position with a Competitor during the Restricted Period, Executive shall promptly notify the Company and provide reasonable
information about the position, excluding the Competitor’s trade secrets, so the Company may assess compliance with this Agreement.
14.
Remedies. Executive acknowledges that a breach or threatened breach of Executive’s confidentiality,
trade secret, return-of-property, inventions-assignment, customer non-solicitation, employee non-solicitation, or post-employment compliance
obligations may cause the Company irreparable harm for which monetary damages may be inadequate. The Company shall therefore be entitled
to seek temporary, preliminary, and permanent injunctive relief, specific performance, and other equitable relief with respect to any
such breach or threatened breach, without the need to prove actual damages or post a bond, in addition to any other rights or remedies
available at law or in equity. If Executive breaches a covenant that is subject to the Restricted Period, the applicable Restricted Period
shall be tolled during the period of breach so that the Company receives the full benefit of the agreed restriction. The Company’s
remedies are cumulative and not exclusive.
15.
Section 409A Compliance. This Agreement is intended to comply with, or be exempt from, Section
409A of the Internal Revenue Code and shall be interpreted and administered accordingly. Each installment payment under this Agreement
shall be treated as a separate payment for purposes of Section 409A. No payment that constitutes nonqualified deferred compensation subject
to Section 409A and is payable upon termination of employment shall be made unless the termination is a “separation from service”
within the meaning of Section 409A. If Executive is a “specified employee” and any payment that constitutes nonqualified deferred
compensation would otherwise be payable within six (6) months after Executive’s separation from service, that payment shall be delayed
until the first payroll date after the six-month anniversary of Executive’s separation from service, or, if earlier, Executive’s
death, and any delayed amounts shall be paid in a lump sum on that date. To the extent any reimbursement or in-kind benefit under this
Agreement is subject to Section 409A, the reimbursement shall be made no later than December 31 of the calendar year following the year
in which the expense was incurred, the amount eligible for reimbursement in one year shall not affect the amount eligible in another year,
and the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. The Company does
not guarantee any tax treatment and shall not indemnify Executive for taxes, interest, or penalties under Section 409A
10
16.
Indemnification. In addition to any other rights of indemnification of the Executive, the
Company hereby covenants and agrees to promptly defend and indemnify the Executive (or, in the event of his death, his heirs, executors,
administrators or legal representatives) and hold him harmless to the fullest extent permitted by law against and in respect to any and
all actions, suits, proceedings, claims, demands, judgments, costs, expenses (including attorney’s fees), penalties, fines, settlements,
losses, and damages resulting from, or in connection with, the Executive’s employment with the Company except to the extent resulting
from Executive’s gross negligence, willful misconduct or bad faith in the performance of his duties hereunder.
17.
Right to Review and Seek Counsel. Executive hereby acknowledges that Executive has been provided
with a copy of this Agreement for review prior to signing it, that Executive has been given the opportunity to have this Agreement reviewed
by Executive’s own attorney prior to signing it, that Executive understands the purposes and effects of this Agreement, and that
Executive has been given a signed copy of this Agreement for Executive’s records.
18.
Successors and Assigns. This Agreement will be binding upon and inure to the benefit of the
Parties hereto and their respective successors, permitted assigns and, in the case of Executive, personal representatives. Executive may
not assign, delegate or otherwise transfer any of Executive’s rights, interests or obligations in this Agreement without the prior
written approval of Company.
19.
Notice. For the purpose of this Agreement, notices and all other communications to either
Party hereunder provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered in person
or mailed by certified mail, return receipt requested, postage prepaid, or emailed at the email address set forth below:
in the case of Company to:
Lightwave Logic, Inc.
369 Inverness Pkwy, Suite 350
Englewood, CO 80112
Attn: Clint Calli
Email: clint.calli@lightwavelogic.com
with a copy, which shall not constitute notice or service of process, to:
K&L Gates LLP
200 S. Biscayne Blvd., Suite 3900
Miami, FL 33131
Attn: Clayton E. Parker, Esq.
Email: Clayton.Parker@klgates.com
in the case of Executive to:
Fred Graffam
****
20.
Amendments and Waiver. No amendment or waiver of this Agreement is effective unless in writing
and signed by the party against whom enforcement is sought. No failure or delay in enforcing any provision shall constitute a waiver,
and no waiver of any breach shall waive any other or later breach.
11
21.
Governing Law; Mandatory Arbitration. This Agreement, and any dispute, claim, or controversy
arising out of or relating to this Agreement, Executive’s employment with the Company, or the termination of that employment, shall
be governed by the laws of the State of Texas, without regard to conflict-of-laws principles.
Except as provided below,
the parties agree that any dispute, claim, or controversy arising out of or relating to this Agreement, Executive’s employment
with the Company, or the termination of that employment shall be resolved exclusively by final and binding arbitration administered by
the American Arbitration Association (“AAA”) under its Employment Arbitration Rules and Mediation Procedures then
in effect. The arbitration shall be conducted before a single neutral arbitrator. Unless the parties agree otherwise, the arbitration
shall take place in Dallas County, Texas, or remotely if ordered by the arbitrator or agreed by the parties. The arbitrator shall have
authority to award any remedy or relief that would be available in a court of competent jurisdiction, including damages, declaratory
relief, injunctive relief, attorneys’ fees, and costs, but only to the extent available under this Agreement or applicable law.
The arbitrator shall issue a written reasoned award, and judgment on the award may be entered in any court of competent jurisdiction.
Nothing in this Section prevents
either party from seeking temporary, preliminary, or emergency injunctive relief from a court of competent jurisdiction to protect Confidential
Information, Trade Secrets, intellectual property rights, or restrictive covenant rights, or to preserve the status quo pending arbitration.
Either party may also seek judicial relief to compel arbitration, stay court proceedings, confirm, modify, or vacate an arbitration award,
or otherwise enforce this Section. For those limited court proceedings, the parties hereby consent to the exclusive jurisdiction and
venue of the state and federal courts located in Dallas County, Texas, and waive any objection based on personal jurisdiction, venue,
or inconvenient forum.
The parties shall maintain the confidentiality of the arbitration and any award, except to the extent disclosure
is required by law, necessary to enforce or challenge the award, or permitted by applicable law. Nothing in this Section limits any protected
rights described in Section 6(d), including the right to file a charge or complaint with, communicate with, or participate in an investigation
or proceeding by a governmental agency or self-regulatory organization.
22.
Severability. Each Section of this Agreement is severable from every other Section of this
Agreement. Any Section of this Agreement that is determined by any court of competent jurisdiction to be invalid or unenforceable will
not affect the validity or enforceability of any other Section hereof or the invalid or unenforceable Section in any other situation or
in any other jurisdiction. Any Section of this Agreement held invalid or unenforceable only in part or degree will remain in full force
and effect to the extent not held invalid or unenforceable.
23.
Counterparts. This Agreement may be executed in one or more counterparts, each of which shall
be deemed to be an original but all of which together will constitute one and the same instrument.
24.
Headings and Captions. The titles and captions of Sections contained in this Agreement are
provided for convenience of reference only and shall not be considered terms or conditions of this Agreement.
25.
Entire Agreement. This Agreement constitutes the entire agreement between the Parties with
respect to the subject matter addressed herein and supersedes all prior and contemporaneous agreements, understandings, representations,
negotiations, and communications, whether written or oral and whether express or implied, between the Parties relating to such subject
matter.
12
IN WITNESS WHEREOF, the Parties hereto
have executed this Agreement on the day, month and year first above mentioned.
Lightwave Logic, Inc.
Executive
By: /s/ Yves LeMaitre
By: /s/ Fred Graffam
Name: Yves LeMaitre
Name: Fred Graffam
Title: CEO and President
13
EX-99.1 — PRESS RELEASE
EX-99.1
Filename: ex99x1.htm · Sequence: 3
Exhibit 99.1
Lightwave Logic,
Inc. Announces Appointment of Fred Graffam as Chief Financial Officer
Mr. Graffam brings
20+ years of financial leadership including diverse public company CFO experience
ENGLEWOOD, Colo., July 20, 2026 -- Lightwave
Logic, Inc. (NASDAQ: LWLG) (the “Company”), a technology platform company leveraging its proprietary electro-optic (EO)
polymers to enable next-generation photonic devices, announced today the appointment of Fred Graffam as its next Chief Financial Officer,
effective immediately.
With more than 20 years of finance leadership, including extensive public company CFO experience, Mr. Graffam brings significant financial and strategic expertise to Lightwave
Logic. As CFO, he will oversee the Company's financial operations, reporting, capital allocation, and investor relations, while helping
drive its long-term growth strategy and shareholder value.
Snizhana “Ana” Quan, who has served
as the Company’s Principal Financial Officer and Principal Accounting Officer since January 2026, will remain with the Company as
Vice President of Finance and Corporate Controller.
Most recently, Mr. Graffam served as CFO of Fidium,
formerly Consolidated Communications (NASDAQ: CNSL), where he helped lead the company's sale in December 2024. He previously served as
CFO of Ascent Capital Group (NASDAQ: ASCMA) and its wholly owned subsidiary, Monitronics International, dba Brinks Home Security. Prior
to that, he served as Senior Vice President of Finance, Investor Relations and Corporate Development at DigitalGlobe (NYSE: DGI), where
he helped guide that company's sale to MacDonald Dettwiler. Earlier, he held senior finance leadership roles at Level 3 Communications
(NASDAQ: LVLT) and Comcast Corporation (NASDAQ: CMCSA) after beginning his career at Deloitte.
“Fred’s extensive background in public
company finance and prior public company CFO experience makes him a very strong addition to our leadership team,” said Yves
LeMaitre, CEO and President of Lightwave Logic. “He brings a proven track record of managing finance operations at high-growth
companies and serving as an effective and credible communicator with the Wall Street community. His financial leadership will greatly
enhance our ability to execute on our strategy and build long-term shareholder value. Finally, I want to give a special thank you to
Ana Quan for her outstanding work leading the entire finance organization during this leadership transition.”
Mr. Graffam added, “Lightwave Logic is
at a significant inflection point as its technology continues to gain industry relevance. I believe the Company has the potential to
play a critical role in the current AI investment cycle as it supports next generation optical systems and data transmission. I am very
excited to leverage my expertise to drive long-term shareholder value and I look forward to engaging with our investor community in the
near future.”
About Lightwave Logic, Inc.
Lightwave Logic, Inc. (NASDAQ: LWLG) www.lightwavelogic.com
is a technology platform company leveraging its proprietary engineered electro-optic (EO) polymers 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.
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 and 10-Q; other risks to which our company is subject; other factors beyond the company's control.
Contacts:
Ryan Coleman or Nick Teves
Alpha IR Group for
Lightwave Logic
lwlg@alpha-ir.com
312-445-2870
XML — IDEA: XBRL DOCUMENT
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Cover
Jul. 20, 2026
Cover [Abstract]
Document Type
8-K
Amendment Flag
false
Document Period End Date
Jul. 20, 2026
Entity File Number
001-40766
Entity Registrant Name
Lightwave Logic, Inc.
Entity Central Index Key
0001325964
Entity Tax Identification Number
82-0497368
Entity Incorporation, State or Country Code
NV
Entity Address, Address Line One
369 Inverness Parkway
Entity Address, Address Line Two
Suite 350
Entity Address, City or Town
Englewood
Entity Address, State or Province
CO
Entity Address, Postal Zip Code
80112
City Area Code
(720)
Local Phone Number
340-4949
Written Communications
false
Soliciting Material
false
Pre-commencement Tender Offer
false
Pre-commencement Issuer Tender Offer
false
Title of 12(b) Security
Common Stock, par value $0.001 per share
Trading Symbol
LWLG
Security Exchange Name
NASDAQ
Entity Emerging Growth Company
false
X
- Definition
Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
No definition available.
+ Details
Name:
dei_AmendmentFlag
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Area code of city
+ References
No definition available.
+ Details
Name:
dei_CityAreaCode
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Cover page.
+ References
No definition available.
+ Details
Name:
dei_CoverAbstract
Namespace Prefix:
dei_
Data Type:
xbrli:stringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
No definition available.
+ Details
Name:
dei_DocumentPeriodEndDate
Namespace Prefix:
dei_
Data Type:
xbrli:dateItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
No definition available.
+ Details
Name:
dei_DocumentType
Namespace Prefix:
dei_
Data Type:
dei:submissionTypeItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Address Line 1 such as Attn, Building Name, Street Name
+ References
No definition available.
+ Details
Name:
dei_EntityAddressAddressLine1
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Address Line 2 such as Street or Suite number
+ References
No definition available.
+ Details
Name:
dei_EntityAddressAddressLine2
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the City or Town
+ References
No definition available.
+ Details
Name:
dei_EntityAddressCityOrTown
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Code for the postal or zip code
+ References
No definition available.
+ Details
Name:
dei_EntityAddressPostalZipCode
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the state or province.
+ References
No definition available.
+ Details
Name:
dei_EntityAddressStateOrProvince
Namespace Prefix:
dei_
Data Type:
dei:stateOrProvinceItemType
Balance Type:
na
Period Type:
duration
X
- Definition
A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityCentralIndexKey
Namespace Prefix:
dei_
Data Type:
dei:centralIndexKeyItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Indicate if registrant meets the emerging growth company criteria.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityEmergingGrowthCompany
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
No definition available.
+ Details
Name:
dei_EntityFileNumber
Namespace Prefix:
dei_
Data Type:
dei:fileNumberItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Two-character EDGAR code representing the state or country of incorporation.
+ References
No definition available.
+ Details
Name:
dei_EntityIncorporationStateCountryCode
Namespace Prefix:
dei_
Data Type:
dei:edgarStateCountryItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityRegistrantName
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityTaxIdentificationNumber
Namespace Prefix:
dei_
Data Type:
dei:employerIdItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Local phone number for entity.
+ References
No definition available.
+ Details
Name:
dei_LocalPhoneNumber
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
+ Details
Name:
dei_PreCommencementIssuerTenderOffer
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
+ Details
Name:
dei_PreCommencementTenderOffer
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Title of a 12(b) registered security.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
+ Details
Name:
dei_Security12bTitle
Namespace Prefix:
dei_
Data Type:
dei:securityTitleItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the Exchange on which a security is registered.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
+ Details
Name:
dei_SecurityExchangeName
Namespace Prefix:
dei_
Data Type:
dei:edgarExchangeCodeItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
+ Details
Name:
dei_SolicitingMaterial
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Trading symbol of an instrument as listed on an exchange.
+ References
No definition available.
+ Details
Name:
dei_TradingSymbol
Namespace Prefix:
dei_
Data Type:
dei:tradingSymbolItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
+ Details
Name:
dei_WrittenCommunications
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration