# Lightwave Logic, Inc. (LWLG) 10-Q SEC filing - Q1 FY2026
- Filed: May 15, 2026, 4:15 PM EDT
- Fiscal quarter: Q1 FY2026
- Calendar quarter: Q1 2026
- Accession: 0001553350-26-000087
- OpenCapital page: https://www.opencapital.sh/filings/0001553350-26-000087
- Markdown URL: https://www.opencapital.sh/filings/0001553350-26-000087.md
- Official SEC filing index: https://www.sec.gov/Archives/edgar/data/1325964/000155335026000087/0001553350-26-000087-index.htm
## Filing documents
- [10-Q (lwlg_10q-033126.htm)](https://www.sec.gov/Archives/edgar/data/1325964/000155335026000087/lwlg_10q-033126.htm)
---
## 10-Q
SEC source: [lwlg_10q-033126.htm](https://www.sec.gov/Archives/edgar/data/1325964/000155335026000087/lwlg_10q-033126.htm)
**UNITED STATES**
**SECURITIES AND EXCHANGE COMMISSION**
**Washington, D.C. 20549**
**_____________________**
**FORM 10-Q**
**____________________**
**(Mark One)**
**☒** **QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**
For the quarterly period ended March 31, 2026
**OR**
**☐** **TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**
For the transition period from _____________to
Commission File Number **001-40766**
**Lightwave Logic, Inc.**
(Exact name of registrant as specified in its charter)
| Nevada (State or other jurisdiction of incorporation or organization) | 82-0497368 (I.R.S. Employer Identification No.) |
| --- | --- |
| 369 Inverness Parkway, Suite 350 Englewood, CO (Address of principal executive offices) | 80112 (Zip Code) |
| (720) 340-4949 (Registrant’s telephone number, including area code) | |
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class Trading Symbol(s) Name of exchange on which registered
**Common Stock, $0.001 par value per share** **LWLG** **The Nasdaq Stock Market**
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was
required to submit such files). Yes ☒ No ☐
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging
growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting
company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☒ Smaller reporting company ☒
Emerging growth company ☐
If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) Yes ☐ No ☒
The number of shares of the registrant’s common stock outstanding as of May 15, 2026 was 154,079,632.
**TABLE OF CONTENTS**
| | | | **Page** |
| --- | --- | --- | --- |
| Part I | [Financial Information](#a_001) | | 1 |
| | Item 1 | [Financial Statements](#a_001) | 1 |
| | Item 2 | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#a_007) | 24 |
| | Item 3 | [Quantitative and Qualitative Disclosures About Market Risk](#a_008) | 31 |
| | Item 4 | [Controls and Procedures](#a_009) | 31 |
| Part II | [Other Information](#a_010) | | 32 |
| | Item 1 | [Legal Proceedings](#a_011) | 32 |
| | Item 1A | [Risk Factors](#a_012) | 32 |
| | Item 2 | [Unregistered Sales of Equity Securities and Use of Proceeds](#a_013) | 32 |
| | Item 3 | [Defaults Upon Senior Securities](#a_014) | 32 |
| | Item 4 | [Mine Safety Disclosures](#a_015) | 32 |
| | Item 5 | [Other Information](#a_016) | 32 |
| | Item 6 | [Exhibits](#a_017) | 33 |
| | | [Signatures](#a_018) | 34 |
i
**Forward-Looking Statements**
This report on Form 10-Q contains,
and our officers and representatives may from time to time make, “forward-looking statements” within the meaning of the safe
harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words
such as: “anticipate,” “intend,” “plan,” “goal,” “seek,” “believe,”
“project,” “estimate,” “expect,” “continuing,” “ongoing,” “strategy,”
“future,” “likely,” “may,” “should,” “could,” “will” and similar
references to future periods. Examples of forward-looking statements include, among others, statements we make regarding expected operating
results, such as anticipated revenue; anticipated levels of capital expenditures for our current fiscal year; our belief that we have,
or will have, sufficient liquidity to fund our business operations during the next 12 months; strategy for gaining customers, growth,
product development, market position, financial results and reserves.
Forward-looking statements
are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations,
and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy
and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks
and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial
condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these
forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those
indicated in the forward-looking statements include, among others, the following: inability to generate significant revenue or to manage
growth; lack of available funding; lack of a market for or market acceptance of our products; competition from third parties; general
economic and business conditions; intellectual property rights of third parties; changes in the price of our stock and dilution;
regulatory constraints and potential legal liability; ability to maintain effective internal controls; security breaches, cybersecurity
attacks and other significant disruptions in our information technology systems; changes in technology and methods of marketing; delays
in completing various engineering and manufacturing programs; changes in customer order patterns and qualification of new customers; 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; other risks to which our Company is subject; and other factors
beyond the Company’s control.
These forward-looking statements
are subject to a number of risks, uncertainties and assumptions including without limitation our known material risks under Part I Item
1.A “Risk Factors” contained in our Company’s Annual Report on Form 10-K for the year ended December 31, 2025, and Part II,
## Item 1.A “Risk Factors” in this report on Form 10-Q. Many factors could cause our actual results to differ materially from
the forward-looking statements. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor,
or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.
The forward-looking statements
speak only as of the date on which they are made, and, except as required by law, we undertake no obligation to update any forward-looking
statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated
events.
ii
PART I – FINANCIAL INFORMATION
Item 1: Financial Statements
LIGHTWAVE LOGIC, INC.
FINANCIAL STATEMENTS
MARCH 31, 2026
(UNAUDITED)
**CONTENTS**
| Line item | PAGE |
| --- | --- |
| BALANCE SHEETS | 2 |
| STATEMENTS OF COMPREHENSIVE LOSS | 3 |
| STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY | 4 |
| STATEMENTS OF CASH FLOWS | 5 |
| NOTES TO FINANCIAL STATEMENTS | 6- 23 |
1
**LIGHTWAVE LOGIC, INC.**
### BALANCE SHEETS
| Line item | March 31, 2026 | December 31, 2025 |
| --- | --- | --- |
| | (Unaudited) | |
| ASSETS | | |
| CURRENT ASSETS | | |
| Cash and cash equivalents | $75,102,750 | $69,017,354 |
| Accounts Receivable | 215,753 | 190,753 |
| Prepaid expenses and other current assets | 1,183,454 | 601,101 |
| TOTAL CURRENT ASSETS | 76,501,957 | 69,809,208 |
| PROPERTY AND EQUIPMENT - net of accumulated depreciation of $8,277,725 and $7,802,183, respectively | 5,194,882 | 5,222,252 |
| OTHER ASSETS | | |
| Intangible assets - net of accumulated amortization of $398,202 and $473,771, respectively | 1,829,433 | 1,713,420 |
| Operating Lease - Right of Use - Building | 2,386,792 | 2,440,369 |
| TOTAL OTHER ASSETS | 4,216,225 | 4,153,789 |
| TOTAL ASSETS | $85,913,064 | $79,185,249 |
| LIABILITIES AND STOCKHOLDERS' EQUITY | | |
| CURRENT LIABILITIES | | |
| Accounts payable | $779,716 | $477,939 |
| Accrued bonuses and accrued expenses | 1,266,857 | 1,400,008 |
| Accounts payable and accrued expenses - related parties | — | 56,250 |
| Contract liability | 2,375 | 6,541 |
| Operating lease liability | 201,821 | 194,770 |
| TOTAL CURRENT LIABILITIES | 2,250,769 | 2,135,508 |
| LONG TERM LIABILITIES | | |
| Operating lease liability | 2,350,388 | 2,403,911 |
| TOTAL LONG TERM LIABILITIES | 2,350,388 | 2,403,911 |
| TOTAL LIABILITIES | 4,601,157 | 4,539,419 |
| STOCKHOLDERS' EQUITY | | |
| Preferred stock, $0.001 par value, 1,000,000 authorized, no shares issued or outstanding | — | — |
| Common stock $0.001 par value, 250,000,000 authorized, 150,500,710 and 146,050,506 issued and outstanding at March 31, 2026 and December 31, 2025, respectively | 150,502 | 146,051 |
| Additional paid-in-capital | 254,934,925 | 242,016,025 |
| Deferred compensation | (160,192) | (203,458) |
| Accumulated deficit | (173,613,328) | (167,312,788) |
| TOTAL STOCKHOLDERS' EQUITY | 81,311,907 | 74,645,830 |
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $85,913,064 | $79,185,249 |
See accompanying notes to these financial statements.
2
LIGHTWAVE LOGIC, INC.
STATEMENTS OF COMPREHENSIVE LOSS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
(UNAUDITED)
| Line item | 2026 | 2025 |
| --- | --- | --- |
| NET SALES | $29,167 | $22,917 |
| COST AND EXPENSE | | |
| Cost of sales | 1,336 | 2,028 |
| Research and development | 3,490,295 | 3,089,218 |
| General and administrative | 3,262,866 | 1,837,052 |
| TOTAL COST AND EXPENSE | 6,754,497 | 4,928,298 |
| LOSS FROM OPERATIONS | (6,725,330) | (4,905,381) |
| OTHER INCOME (EXPENSES) | | |
| Interest income | 461,275 | 187,848 |
| Commitment fee | — | (8,029) |
| Gain (loss) on disposal of property and equipment and intangible assets | (36,409) | 28,800 |
| Other expense | (76) | (262) |
| NET LOSS | $(6,300,540) | $(4,697,024) |
| LOSS PER SHARE | | |
| Basic and diluted | $(0.04) | $(0.04) |
| WEIGHTED AVERAGE NUMBER OF SHARES | | |
| Basic and diluted | 148,086,169 | 123,931,841 |
See accompanying notes to these financial statements
3
LIGHTWAVE LOGIC, INC.
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
(UNAUDITED, RESTATED)
_Three Months Ended March 31, 2026_
| Line item | Number of Shares | Common Stock | Additional Paid-in Capital | Deferred Compensation | Accumulated Deficit | Total |
| --- | --- | --- | --- | --- | --- | --- |
| BALANCE AT DECEMBER 31, 2025 | $146,050,506 | $146,051 | $242,016,025 | $(203,458) | $(167,312,788) | 74,645,830 |
| Common stock sales at the market by investment banking company | 829,741 | 830 | 6,543,577 | — | — | 6,544,407 |
| Common stock issued to investment bank | 1,750,000 | 1,750 | 4,929,178 | — | — | 4,930,928 |
| Exercise of options | 1,167,936 | 1,168 | 1,860,951 | — | — | 1,862,119 |
| Cashless exercise of 200,000 options | 186,030 | 186 | (186) | — | — | — |
| Options issued for services | — | — | 331,530 | — | — | 331,530 |
| Restricted stock units issued for services, net of share settlement for taxes | 516,497 | 517 | (746,150) | — | — | (745,633) |
| Deferred compensation | — | — | — | 43,266 | — | 43,266 |
| Net loss for the three months ended March 31, 2026 | — | — | — | — | (6,300,540) | (6,300,540) |
| BALANCE AT MARCH 31, 2026 (UNAUDITED) | $150,500,710 | $150,502 | $254,934,925 | $(160,192) | $(173,613,328) | 81,311,907 |
_Three Months Ended March 31, 2025_
| Line item | Number of Shares | Common Stock | Additional Paid-in Capital | Deferred Compensation | Accumulated Deficit | Total |
| --- | --- | --- | --- | --- | --- | --- |
| BALANCE AT DECEMBER 31, 2024 (as restated) (see Note 2) | $123,301,653 | $123,302 | $180,956,329 | $(656,735) | $(146,998,991) | 33,423,905 |
| Common stock issued to institutional investor | 1,035,881 | 1,036 | 1,485,947 | — | — | 1,486,983 |
| Common stock issued for commitment shares | 5,046 | 5 | 8,024 | — | — | 8,029 |
| Common stock sales at the market by investment banking company | 50,000 | 50 | 116,385 | — | — | 116,435 |
| Exercise of options | 225,000 | 225 | 163,275 | — | — | 163,500 |
| Cashless exercise of 50,000 options | 16,942 | 17 | 20,483 | — | — | 20,500 |
| Options issued for services | — | — | 749,042 | — | — | 749,042 |
| Options issued to settle accrued bonuses | — | — | 48,068 | — | — | 48,068 |
| Restricted stock awards issued for services | 20,000 | 20 | 29,980 | (30,000) | — | — |
| Deferred compensation | — | — | — | 230,150 | — | 230,150 |
| Net loss for the three months ended March 31, 2025 | — | — | — | — | (4,697,024) | (4,697,024) |
| BALANCE AT MARCH 31, 2025 (as restated) (UNAUDITED) | $124,654,522 | $124,655 | $183,577,533 | $(456,585) | $(151,696,015) | 31,549,588 |
See accompanying notes to these financial statements
4
LIGHTWAVE LOGIC, INC.
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
(UNAUDITED)
| Line item | 2026 | 2025 |
| --- | --- | --- |
| CASH FLOWS FROM OPERATING ACTIVITIES | | |
| Net loss | $(6,300,540) | $(4,697,024) |
| Adjustments to reconcile net loss to net cash used in operating activities | | |
| Stock options issued for services | 331,530 | 749,042 |
| Amortization of deferred compensation | 43,266 | 230,150 |
| Restricted stock units issued for services | 1,342,733 | — |
| Cashless option exercise | — | 20,500 |
| Common stock issued for commitment shares | — | 8,029 |
| Depreciation and amortization of patents | 496,358 | 454,960 |
| Amortization of right of use asset | 53,577 | 50,043 |
| (Gain) loss on disposal of property and equipment and intangible assets | 36,409 | (28,800) |
| (Increase) decrease in assets | | |
| Accounts receivable | (25,000) | 26,815 |
| Prepaid expenses and other current assets | (582,353) | (86,608) |
| (Decrease) increase in liabilities | | |
| Accounts payable | 301,777 | 41,511 |
| Accrued bonuses and accrued expenses | 347,951 | (271,457) |
| Accounts payable and accrued expenses-related parties | (56,250) | 56,945 |
| Contract liability | (4,166) | (4,167) |
| Operating lease liability | (46,471) | (40,070) |
| Net cash used in operating activities | (4,061,179) | (3,490,131) |
| CASH FLOWS FROM INVESTING ACTIVITIES | | |
| Cost of intangibles | (170,944) | (45,878) |
| Purchase of property and equipment | (450,466) | (853,544) |
| Net cash used in investing activities | (621,410) | (899,422) |
| CASH FLOWS FROM FINANCING ACTIVITIES | | |
| Exercise of options | 1,862,119 | 163,500 |
| Tax payment on net issuance of vested restricted stock units | (2,088,366) | — |
| Tax payment on net issuance of performance stock units | (481,103) | — |
| Issuance of common stock, institutional investor | — | 1,486,983 |
| Issuance of common stock to investment bank | 4,930,928 | — |
| Common stock sales at the market by investment banking company | 6,544,407 | 116,435 |
| Net cash provided by financing activities | 10,767,985 | 1,766,918 |
| NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 6,085,396 | (2,622,635) |
| CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD | 69,017,354 | 27,667,964 |
| CASH AND CASH EQUIVALENTS - END OF PERIOD | $75,102,750 | $25,045,329 |
| Supplemental Disclosure of Non-cash activities: | | |
| Options issued to settle accrued bonuses | — | $48,068 |
| Trade-in credit for purchase of property and equipment | — | $28,800 |
| Restricted stock awards issued for services | — | $30,000 |
See accompanying notes to these financial statements
5
LIGHTWAVE LOGIC, INC.
### NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2026 AND 2025
### **NOTE 1 – NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**
As used herein, “we,” “us,”
“our,” and the “Company” refer to Lightwave Logic, Inc.
**Financial Statements**
The accompanying unaudited financial statements
have been prepared by Lightwave Logic, Inc. These statements include all adjustments (consisting only of
its normal recurring adjustments) which management believes necessary for a fair presentation of the statements and have been prepared
on a consistent basis using the accounting polices described in the Summary of Significant Accounting Policies included in the financial
statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as originally
filed with the Securities and Exchange Commission on March 20, 2026 (the “2025 Annual Report”). Certain financial information
and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted
in the United States have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission, although
the Company firmly believes that the accompanying disclosures are adequate to make the information presented not misleading. The financial
statements should be read in conjunction with the financial statements and notes thereto included in the 2025 Annual Report. The interim
operating results for the three months ended March 31, 2026 may not be indicative of operating results expected for the full year.
**History and Nature of Business**
Lightwave Logic, Inc. is a specialty materials
and intellectual property company focused on the development and commercialization of proprietary electro-optic (“EO”) polymer
materials designed to enable high-speed optical modulators for data communications and other photonic applications.
Our Perkinamine® family of EO polymer materials
is engineered for integration into silicon photonics (“SiPh”) and other photonic integrated circuit (“PIC”) platforms.
When incorporated into device architectures, these materials are designed to support high-speed, high-bandwidth optical modulation with
lower drive voltage requirements relative to certain conventional silicon-based approaches and certain other traditional photonic material
systems, including III-V–based technologies. The electro-optic properties of these materials can allow shorter interaction lengths
in modulator designs, which can contribute to more compact device footprints and increased integration density. In addition, our materials
are intended to be compatible with complementary metal-oxide-semiconductor (“CMOS”) fabrication processes, which may facilitate
integration into established semiconductor foundry workflows. Reduced drive voltage operation may enable lower system-level power consumption
and simplified driver electronics in specific implementations.
We do not manufacture optical transceivers, photonic
devices, or complete optical modules. Instead, our strategy is to commercialize our technology through a combination of material sales,
intellectual property licensing, process design kit (“PDK”) enablement, and royalty or other fee-based arrangements tied to
customer production.
Our customers and prospective customers include
semiconductor foundries, silicon photonics device designers, optical module manufacturers, and system integrators serving artificial intelligence
(“AI”), cloud computing, data center, and telecommunications markets. We pursue customer adoption through a structured commercialization
process designed to support evaluation, integration, qualification, and production readiness within established semiconductor manufacturing
ecosystems.
Lightwave Logic, Inc. was organized under the
laws of the State of Nevada in 1997, and it commenced with its current business plan in 2024.
**Fair Value of Financial Instruments**
The carrying values of the Company’s short-term
financial instruments such as cash, accounts receivable, prepaid expenses and other assets, accounts payable and accrued expenses approximate
fair values due to the short-term nature of these instruments.
**Revenue Recognition and Contract Liability**
The Company recognizes revenue in accordance with
Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from
Contracts with Customers. Under ASC 606, revenue is recognized when control of goods or services is transferred to a customer in an amount
that reflects the consideration to which the Company expects to be entitled.
6
LIGHTWAVE LOGIC, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2026 AND 2025
### **NOTE 1 – NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)**
**Revenue Recognition and Contract Liability (Continued)**
To achieve this, the Company applies the five-step model:
1. Identify the contract with a customer.
2. Identify the performance obligations in the contract.
3. Determine the transaction price for the contract.
4. Allocate the transaction price to the performance obligations.
5. Recognize revenue as performance obligations are satisfied.
The Company’s primary revenue streams includes
technology license and material supply agreements and non-recurring engineering revenue from joint development agreements.
**Technology License and Material Supply Agreements**
The Company enters into technology license and
material supply agreements, under which it grants customers a non-exclusive, royalty-bearing license to use its patented electro-optic
polymer technology (the “Licensed Product”). The Company also supplies proprietary polymers to licensees for use in their
manufacturing of photonic devices.
The Company assesses whether the license and the
supply of proprietary polymers represent distinct performance obligations. Based on this assessment, the Company has determined that the
license and material supply are not distinct for financial reporting purposes because they are highly interdependent. Accordingly, the
Company accounts for these as a single performance obligation.
Revenue under these agreements is recognized as follows:
Upfront License Fees – Nonrefundable upfront
license fees are recorded as contract liability and recognized on a pro-rata basis over the contract term.
Minimum Annual Royalties – Fixed royalty
payments required under the contract are also recognized on a pro-rata basis over the contract term.
Variable Royalties – Royalties exceeding
the minimum annual amount are recognized when earned, typically when the licensee’s sales exceed the minimum threshold.
Milestone Payments – Recognized only when
the contractual milestone is achieved, such as when the licensee sells a specified number of units of the Licensed Product.
**Joint Development Agreement**
The Company entered into a memorandum of agreement
(“MOA”) with a customer to specify certain binding terms related to the joint development of electro-optical polymer-based
modulators on silicon photonics for use in communication applications. The MOA was executed in January 2026; however, the Company commenced
work under the arrangement during 2025. The development work consists of preparing reference documentation and support of a multi-project
wafer chip produced at a mutually agreed upon foundry, the design and post processing of fabricated chips, and complete product verification
and volume manufacturing preparation, with each party to the agreement having responsibility over various deliverables for each phase.
The Company evaluated the arrangement under ASC
808, Collaborative Arrangements, and concluded the arrangement meets the definition of a collaborative arrangement. The Company also concluded
that certain promised services within the arrangement represent units of account with a customer and therefore are within the scope of
ASC 606. Consideration received from the customer for such services is presented as net sales in the accompanying financial statements.
7
LIGHTWAVE LOGIC, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2026 AND 2025
### **NOTE 1 – NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)**
**Revenue Recognition and Contract Liability (Continued)**
The arrangement includes development services
to be performed in phases. The Company evaluated the promised goods and services within each phase and concluded they are not separately
identifiable because they are highly interdependent and represent inputs to a combined output that is delivered and accepted at the phase
level. Accordingly, each phase is accounted for as a single combined performance obligation. Phases 1 and 2 are within the scope of ASC
606.
Phase 1 consideration was $130,000, which the Company recognized in net sales upon completion and delivery to the customer of the Phase
1 products and services. Phase 2 consideration was $200,000, payable in installments subject to customer’s confirmation of completion
and acceptance of the related deliverables. Deliverables and consideration for Phase 3 have not been determined.
The Company recognizes revenue at a point in time upon completion
and customer acceptance of the phase deliverables, as applicable. Customer acceptance is considered the substantive indicator that control
of the completed phase deliverables has transferred.
**Contract Costs**
The Company capitalizes incremental costs to obtain
contracts if they are expected to be recoverable, in accordance with ASC 340-40, Other Assets and Deferred Costs – Contracts with
Customers. These capitalized costs are amortized over the expected contract term in a manner consistent with the related revenue recognition.
The Company evaluated costs to fulfill the joint development arrangement under ASC 340-40 and concluded such costs do not meet the capitalization
criteria because the costs are not expected to be recovered through the consideration payable under the arrangement.
The Company expenses costs to fulfill the development
arrangement as incurred, as the activities are not reimbursable and meet the definition of research and development under ASC 730.
**Contract Liability**
Contract liability represents amounts received
in advance for performance obligations not yet satisfied, including nonrefundable upfront license fees. The Company recognizes contract
liability revenue as revenue when the related performance obligations are satisfied.
**Cost of Sales**
Cost of sales consists of labor costs, material
costs and manufacturing overhead costs associated with the production of materials transferred to the customer under the technology license
and material supply agreement at the Company’s facility.
**Stock-based Payments**
The Company accounts for stock-based compensation
under the provisions of FASB ASC 718, "Compensation - Stock Compensation," which requires the measurement and recognition
of compensation expense for all stock-based awards made to employees and directors based on estimated fair values on the grant date. The
fair value of restricted stock awards and units is estimated by the market price of the Company’s common stock at the date of grant.
Restricted stock awards and units are being amortized to expense over the shorter of the requisite service period or the actual vesting
period. Performance stock units are subject to both performance-based and service vesting requirements. The grant-date fair value of performance
stock units is based on the fair value of the Company’s stock on a grant date and is recognized over the service period based on
an assessment of the likelihood that the applicable performance goals will be achieved, and compensation expense is periodically adjusted
based on actual and expected performance. The Company estimates the fair value of option and warrant awards on the date of grant using
the Black-Scholes model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the shorter
of the requisite service period or the actual vesting period, using the straight-line method. Consistent with the accounting requirement
for employee share-based payment awards, nonemployee share-based payment awards within the scope of Topic 718 are measured at grant-date
fair value of the equity instruments that an entity is obligated to issue when the good has been delivered or the service has been rendered
and any other conditions necessary to earn the right to benefit from the instruments have been satisfied.
The Company has elected to account for forfeiture of stock-based awards
as they occur.
8
LIGHTWAVE LOGIC, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2026 AND 2025
### **NOTE 1 – NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)**
**Loss Per Share**
The Company follows FASB ASC 260, “Earnings
per Share,” resulting in the presentation of basic and diluted earnings per share. Because the Company reported a net loss in 2026
and 2025, common stock equivalents, including stock options and warrants were anti-dilutive; therefore, the amounts reported for basic
and dilutive loss per share were the same.
**Comprehensive Loss**
The Company
follows FASB ASC 220.10, “Reporting Comprehensive Income (Loss).” Comprehensive loss is a more inclusive financial reporting
methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of
net loss. Since the Company has no items of other comprehensive loss, comprehensive loss is equal to net loss.
**Recently Issued Accounting Pronouncements Not
Yet Adopted**
ASU 2024-03 – Income Statement – Reporting
Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40) requires disclosure, in the notes to financial statements,
of specified information about certain costs and expenses, such as the amounts of purchases of inventory, employee compensation, depreciation,
intangible asset amortization, included in each relevant expense caption; disclosure of a qualitative description of the amounts remaining
in relevant expense captions that are not separately disaggregated quantitatively; and disclosure of the total amounts of selling expenses.
For public business entities, the amendments in this update are effective for annual periods beginning after December 15, 2026 and interim
reporting periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is evaluating the impact
of this ASU on its financial statement disclosures.
### **NOTE 2 - CORRECTION OF PRIOR-PERIOD ERRORS**
**Error Identified in the Year Ended December
31, 2021**
During the year ended December 31, 2021, the Company
incorrectly expensed a portion of the value of the net shares issued by the Company in non-cash stock option exercises as compensation
expense. The Company determined that the value of the net shares issued in non-cash option exercises was incorrectly expensed in the original
filing, resulting in an overstatement of compensation expense. The correction of this error resulted in a decrease to accumulated deficit
by $3,407,443 and a corresponding decrease to additional paid-in capital as of December 31, 2021. The cumulative impact of this correction has been reflected as
an adjustment to opening accumulated deficit and additional paid-in capital in the Statements of Changes in Stockholders’ Equity
as of December 31, 2024 (the beginning of the earliest period presented), and the March 31, 2025 ending balances presented in this filing.
**Restated Financial Information**
The following table presents the effects of the
restatement on the Company’s previously reported statements of stockholders’ equity as of December 31, 2024 and as of March
31, 2025:
| Schedule of restated financial information / As of December 31, 2024 | As Previously Reported | Adjustment | As Restated |
| --- | --- | --- | --- |
| Additional paid-in-capital | $184,363,772 | $(3,407,443) | $180,956,329 |
| Accumulated deficit | $(150,406,434) | $3,407,443 | $(146,998,991) |
| As of March 31, 2025 | As Previously Reported | Adjustment | As Restated |
| --- | --- | --- | --- |
| Additional paid-in-capital | $186,984,976 | $(3,407,443) | $183,577,533 |
| Accumulated deficit | $(155,103,458) | $3,407,443 | $(151,696,015) |
9
LIGHTWAVE LOGIC, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2026 AND 2025
### **NOTE 3 – MANAGEMENT’S PLANS**
The Company’s future expenditures and capital
requirements will depend on numerous factors, including: the progress of our research and development efforts; the rate at which the
Company can, directly or through arrangements with original equipment manufacturers, introduce and sell its polymer materials technology;
the costs of filing, prosecuting, defending and enforcing any patent claims and other intellectual property rights; market acceptance
of the Company’s products and competing technological developments; and the Company’s ability to establish joint development,
joint venture and licensing arrangements. The Company’s current cash position enables it to finance its operations through
at least December 2027.
On December 15, 2025, the Company entered into
an underwriting agreement with an investment bank to sell 13,416,667 shares of its common stock. The net proceeds to the Company from
this offering were $37,756,628, after deducting underwriting discounts and commissions and other offering expenses payable by the Company.
On March 17, 2025, the Company entered into a purchase agreement with an institutional investor to sell up to $30,000,000 of common stock
over a 36-month period (described in Note 10). This purchase agreement was terminated on December 15, 2025. As of the termination date,
pursuant to the purchase agreement, the Company had received $3,646,655 under this agreement. On December 9, 2022, the Company entered
into a sales agreement with an investment banking company whereby the Company may offer and sell shares of its common stock having an
aggregate offering price of up to $35,000,000 from time to time through or to the investment banking company, as sales agent or principal
(described in Note 10). On April 20, 2026, the Company entered into an amendment to the sales agreement to increase the amount of shares
of common stock that may be sold under this agreement to $51,404,500. As of the date of this filing, pursuant to the sales agreement,
the Company has sold $51,401,115 in shares of common stock and has $3,385 in shares remaining available to the Company per the agreement.
The Company's first commercial agreement occurred in May 2023 from a material supply and license agreement that incorporates the Company's
patented electro-optic polymer materials for use in manufacturing photonic devices (described in Note 4). For the three months ended March
31, 2026, the Company recognized $29,167 in revenue related to this agreement. The Company’s cash requirements are expected to increase
at a rate consistent with the Company’s path to revenue as it expands its activities and operations with the objective of increasing
its revenue stream from commercialization of its electro-optic polymer technology. The Company currently has no debt to service.
### **NOTE 4 – REVENUE**
The Company's first commercial agreement occurred
in May 2023, in the form of a four-year material supply and license agreement (the “License Agreement”) that incorporates
the Company's patented electro-optic polymer materials for use in manufacturing of photonic devices (the “Licensed Product”).
The licensee shall pay the Company a running royalty with a minimum royalty paid on an annual basis over the term of the License Agreement,
and, if applicable, royalties that exceed the minimum royalty payments and milestone license fees. The License Agreement is a non-exclusive
material supply and license agreement.
In December 2025, Company entered into a memorandum
of agreement (also referred to as “joint development agreement”) under which it, along with other parties, performs its respective
part of the development work to develop an electro-optical polymer-based modulator chip for use in communication applications. The development
work consists of preparing reference documentation and support of a multi-project wafer chip produced at a mutually agreed upon foundry,
the design and post processing of fabricated chips, and complete product verification and volume manufacturing preparation, with each
party to the agreement having responsibility over various deliverables for each phase.
10
LIGHTWAVE LOGIC, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2026 AND 2025
### **NOTE 4 – REVENUE (CONTINUED)**
**Timing of Revenue Recognition and Contract
Balances**
Revenues related to the initial license fee and
a minimum annual royalty are recognized over time commencing with the License Agreement in May 2023. An up-front license fee in the amount
of $50,000 was paid during the period ended December 31, 2023. $2,375 and $6,541 of this amount is recorded as a contract liability in
current liabilities on the Company’s balance sheets as of March 31, 2026 and December 31, 2025, respectively. For the three months
ended March 31, 2026 and 2025, the Company recognized $29,167 and $22,917, respectively, in revenue related to this agreement.
Revenues related to the joint development agreement
are recognized at a point of time, when control over the performance obligations is transferred to a customer. For the three months ended
March 31, 2026, the Company did not recognize any non-recurring engineering revenue related to this agreement.
Contract balances are
as follows:
| Schedule of contract balances | March 31, 2026 | December 31, 2025 |
| --- | --- | --- |
| Accounts receivable, net | $215,753 | $190,753 |
| Short-term contract assets | — | — |
| Long-term contract assets | — | — |
| Short-term contract liability | $2,375 | $6,541 |
Significant changes in the contract balances
for the three months ended March 31, 2026 are as follows:
_Three Months Ended March 31, 2026_
| Schedule of significant changes in the contract balances | Assets | Liabilities |
| --- | --- | --- |
| Balance at December 31, 2025 | $190,753 | $(6,541) |
| Revenue recognized that was previously included in contract liability | — | 4,166 |
| Decreases/increases due to cash received | — | — |
| Billed receivables recorded | 130,000 | — |
| Transferred to receivables from unbilled receivables | (130,000) | — |
| Unbilled receivables recorded | 25,000 | — |
| Balance at March 31, 2026 | $215,753 | $(2,375) |
**Assets Recognized for the Costs to Obtain
a Contract**
There are no assets recognized for the costs
to obtain the License Agreement.
11
LIGHTWAVE LOGIC, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2026 AND 2025
### **NOTE 5 – PREPAID EXPENSES AND OTHER CURRENT ASSETS**
Prepaid expenses and other current assets consist of the following:
| Schedule of prepaid expenses and other current assets | March 31, 2026 | December 31, 2025 |
| --- | --- | --- |
| Wafer fabrication deposits | $418,500 | — |
| Deposits for equipment purchases | 234,664 | 172,937 |
| Software licenses | 232,672 | 75,257 |
| Insurance | 112,426 | 194,258 |
| Investor relations | 77,744 | 6,127 |
| Subscriptions | 55,204 | 39,934 |
| Rent | 36,525 | 89,468 |
| Other | 15,719 | 23,120 |
| Prepaid expenses and other current assets | $1,183,454 | $601,101 |
### **NOTE 6 – PROPERTY AND EQUIPMENT**
Property and equipment consist of the following:
| Schedule of property and equipment | March 31, 2026 | December 31, 2025 |
| --- | --- | --- |
| Office equipment | $199,999 | $189,694 |
| Lab equipment | 12,551,603 | 12,194,071 |
| Furniture | 78,096 | 66,438 |
| Leasehold improvements | 462,532 | 440,855 |
| Software | 180,377 | 133,377 |
| | 13,472,607 | 13,024,435 |
| Less: Accumulated depreciation | 8,277,725 | 7,802,183 |
| Property and equipment, net | $5,194,882 | $5,222,252 |
12
LIGHTWAVE LOGIC, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2026 AND 2025
### **NOTE 6 – PROPERTY AND EQUIPMENT (CONTINUED)**
Depreciation expense for the three months ended
March 31, 2026 and 2025 was $477,836 and $428,452, respectively. During the three months ended March 31, 2026, the Company did not retire any property
and equipment. During the three months ended March 31, 2025, the Company traded in property and equipment with a cost and accumulated
depreciation of $25,140 for a gain of $28,800.
### **NOTE 7 – INTANGIBLE ASSETS**
Intangible assets represent legal fees and patent
fees associated with the prosecution of patent applications. The Company has recorded amortization expense on patents granted, which are
amortized over the remaining legal life. Maintenance patent fees are paid to a government patent authority to maintain a granted patent
in force. Some countries require the payment of maintenance fees for pending patent applications. Maintenance fees paid after a patent
is granted are expensed, as these are considered ongoing costs to “maintain a patent”. Maintenance fees paid prior to a patent
grant date are capitalized to patent costs, as these are considered “patent application costs”. No amortization expense is
recorded for remaining patent applications since patents on these applications have yet to be granted.
Intangible assets consist of the following:
| Schedule of intangible assets | March 31, 2026 | December 31, 2025 |
| --- | --- | --- |
| Patents | $2,227,635 | $2,187,191 |
| Less: Accumulated amortization | 398,202 | 473,771 |
| Intangible assets, net | $1,829,433 | $1,713,420 |
Amortization expense for the three months ended
March 31, 2026 and 2025 was $18,522 and $26,508, respectively. During the three months ended March 31, 2026, the Company retired
certain expired patents with a cost of $130,500 and accumulated amortization of $94,091 for a loss of $36,409. There were no patent
costs written off for the three months ended March 31, 2025
13
LIGHTWAVE LOGIC, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2026 AND 2025
### **NOTE 8 – LEASES**
On October 30, 2017, the Company entered into
a lease agreement (the “Lease”) to lease approximately 13,420 square feet of office, chemistry, clean room and research and
development space located in Colorado for the Company’s principal executive offices and research and development facility. The
term of the lease was sixty-one (61) months, beginning on November 1, 2017 and ending on November 30, 2022. In January 2022, the
term was extended for an additional twenty-four (24) months.
On November 22, 2022, the Company entered into
an amendment to the Lease (“the Amended Lease”) to lease an additional approximately 9,684 square feet of adjacent office
and warehouse space. The term of the Amended Lease is one hundred twenty-eight (128) months, with an effective date of June 1, 2023.
Base rent through January 31, 2024 of the Amended Lease term was approximately $30,517 per month. The base rent for the next full year
of the Amended Lease term is approximately $377,288, with an increase in annual base rent of approximately 3% in each subsequent year
of the lease term. Commencing on June 1, 2023, monthly installments of base rent and one-twelfth of landlord’s estimate of
tenant’s proportionate share of annual operating expenses shall be due on the first day of each calendar month. The Amended Lease
also provides an allowance of up to $43,216 to be used solely for the cost of renovations to the additional lease premises.
For purposes of calculating operating lease liability,
lease term includes the initial non-cancelable term plus any term under renewal options that are reasonably assured. Any rent escalations,
along with rent abatements, are included in the computation of rent expense calculated on a straight-line basis over the lease term. The
interest rate implicit in lease contracts is typically not readily determinable and as such the Company uses the appropriate incremental
borrowing rate based on information available at the lease commencement date in determining the present value of the lease payments.
Undiscounted future minimum lease payments under
the Amended Lease as of March 31, 2026, by year and in aggregate, including the extended term, are as follows:
| Schedule of future lease payments of operating leases / YEARS ENDING / DECEMBER 31, | AMOUNT |
| --- | --- |
| Remainder of 2026 | $300,121 |
| 2027 | 411,174 |
| 2028 | 423,612 |
| 2029 | 436,300 |
| 2030 | 449,431 |
| Thereafter | 1,471,840 |
| | 3,492,478 |
| Less discounted interest | (940,269) |
| TOTAL | $2,552,209 |
The Company has elected not to recognize right-of-use
assets and lease liabilities arising from short-term leases. There are no other material operating leases.
14
LIGHTWAVE LOGIC, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2026 AND 2025
### **NOTE 8 – LEASES (CONTINUED)**
The following table presents weighted average
assumptions used to compute the Company’s right-of-use assets and lease liabilities:
Schedule of operating lease right-of-use assets
March 31, 2026
Weighted average remaining lease term (in years) 7.83
Weighted average discount rate 8.25%
As of March 31, 2026, current operating leases
had remaining terms between 9 months and 7.83 years, with some leases having options to extend the lease terms.
Current lease agreements do not contain any residual
value guarantees or material restrictive covenants. As of March 31, 2026, the Company did not have any finance leases.
Operating and short-term lease costs totaling
$87,587 and $27,340 are included in research and development and general and administrative expense, respectively, for the three
months ended March 31, 2026. Operating and short-term lease costs totaling $86,408 and $20,956 are included in research and
development and general and administrative expenses, respectively, for the three months ended March 31, 2025.
### **NOTE 9 – INCOME TAXES**
There is no income tax benefit for the losses
for the three months ended March 31, 2026 and 2025 since management has determined that the realization of the net deferred tax asset
is not assured and has created a valuation allowance for the entire amount of such benefits.
The Company’s policy is to record interest
and penalties associated with unrecognized tax benefits as additional income taxes in the statement of operations. As of January 1, 2026,
the Company had no unrecognized tax benefits, or any tax related interest or penalties, and it does not expect significant changes in
the amount of unrecognized tax benefits to occur within the next twelve months. There were no changes in the Company’s unrecognized
tax benefits during the three-month period ended March 31, 2026. The Company did not recognize any interest or penalties during 2026 related
to unrecognized tax benefits.
With few exceptions, the U.S. and state income
tax returns filed for the tax years ended on December 31, 2022 and thereafter are subject to examination by the relevant taxing authorities.
Net operating loss (NOL) carryforwards are subject to examination in the year they are utilized regardless of whether the tax year in
which they are generated has been closed by the statute. The amount subject to disallowance is limited to the NOL utilized. Accordingly,
the Company may be subject to examination for prior NOLs generated as such NOLs are utilized.
On July 4, 2025, the U.S. H.R.1, an act to provide
for reconciliation pursuant to title II of H. Con. Res. 14. (the “OBBBA”) was enacted. The OBBBA introduces multiple tax law
and other legislative changes, including modifications to income tax provisions such as existing 21% corporate income tax rate made permanent,
domestic research and development expenses, the restoration of 100% bonus depreciation, changes to Section 163(j) interest limitations,
and U.S. taxation of international earnings; the repeal or acceleration of the sunset of certain tax credits under the 2022 Inflation
Reduction Act and elimination of certain penalties for violations of certain regulatory credit programs. The Company recognized the effects
of the OBBBA provisions in its financial results to the extent they are applicable to the year ended December 31, 2025 and will continue
to evaluate the impact of these provisions on its 2026 and subsequent financial statements.
15
LIGHTWAVE LOGIC, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2026 AND 2025
### **NOTE 10 – STOCKHOLDERS’ EQUITY**
**Preferred Stock**
Pursuant to the Company’s Articles of Incorporation,
the Company’s Board of Directors is empowered, without stockholder approval, to issue series of preferred stock with any designations,
rights and preferences as they may from time to time determine. The rights and preferences of this preferred stock may be superior to
the rights and preferences of the Company’s common stock; consequently, preferred stock, if issued could have dividend, liquidation,
conversion, voting or other rights that could adversely affect the voting power or other rights of the common stock. Additionally, preferred
stock, if issued, could be utilized, under special circumstances, as a method of discouraging, delaying or preventing a change in control
of the Company’s business or a takeover from a third party.
**Common Stock**
On July 26, 2024, the Company filed a $100,000,000
universal shelf registration statement with the U.S. Securities and Exchange Commission which became effective on August 5, 2024.
On February 28, 2023, the Company entered
into a purchase agreement with an institutional investor to sell up to $30,000,000 of common stock over a 36-month period. Concurrently
with entering into the purchase agreement, the Company also entered into a registration rights agreement which provides the institutional
investor with certain registration rights related to the shares issued under the purchase agreement. Pursuant to the purchase agreement,
the Company issued 50,891 shares of common stock to the institutional investor as an initial commitment fee valued at $279,391 fair value,
and 101,781 shares of common stock were reserved for additional commitment fees to the institutional investor in accordance with the terms
of the purchase agreement.
During the period February 28, 2023 through
March 31, 2025, the institutional investor purchased 7,756,336 shares
of common stock for proceeds of $30,000,000 and
the Company issued 101,781 shares
of common stock as additional commitment fee, valued at $518,265 fair
value, leaving zero in reserve for additional commitment fees. During the three months ended March 31, 2025, pursuant to
the purchase agreement, the institutional investor purchased 1,035,881 shares
of common stock for proceeds of $1,486,983 and
the Company issued 5,046 shares
of common stock as additional commitment fee, valued at $8,029 fair
value.
16
LIGHTWAVE LOGIC, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2026 AND 2025
### **NOTE 10 – STOCKHOLDERS’ EQUITY (CONTINUED)**
**Common Stock (Continued)**
On March 17, 2025, the Company entered
into a new purchase agreement with the same institutional investor to sell up to $30,000,000 of common stock over a 36-month period. Concurrently with entering into the purchase agreement, the Company also entered into a
registration rights agreement which provides the institutional investor with certain registration rights related to the shares
issued under the purchase agreement. Pursuant to the purchase agreement, the Company issued 245,098 shares of common stock to the institutional investor as an initial commitment fee valued at $222,990 fair value, and 490,196 shares of common stock were reserved for additional commitment fees to the institutional investor in accordance with the terms of
the purchase agreement. During the three months ended March 31, 2025, the institutional investor did not purchase any shares
of common stock under this agreement. This purchase agreement was terminated on December 15, 2025 in conjunction with an offering to
sell shares of the Company’s common stock to an investment bank.
On December 17, 2025, the Company closed the
offering with an investment bank to sell up to 13,416,667 shares of its common stock, including up to 1,750,000 shares to cover over-allotments. Pursuant to the underwriting agreement for the offering, the Company agreed to issue to the
underwriter warrants to purchase up to 350,000 shares of common stock, or three percent (3%)
of the total number of shares of common stock sold in the offering, as well as additional underwriter warrants to purchase up to an
aggregate of 52,500 shares of common stock in connection with the exercise of the over-allotment option by the underwriter. During the period from
December 17, 2025 through March 31, 2026, the Company sold 13,416,667 shares under this agreement for the net proceeds of $37,756,628, after deducting underwriting discounts and commissions and other
offering expenses payable by the Company. The underwriter warrants were immediately exercisable at an exercise price of $3.45 per
share during the five-year 5 period following the date of the underwriting agreement. As of March 31, 2026, 402,500 underwriter
warrants were outstanding and no underwriting warrants were exercised during the three months period ended March 31, 2026. On April
16, 2026, all 402,500 underwriter warrants were exercised for proceeds of $1,388,625.
On December 9, 2022, the Company entered into
a sales agreement with an investment banking company. In accordance with the terms of this sales agreement, the Company may offer and
sell shares of its common stock having an aggregate offering price of up to $35,000,000 from time to time through or to the investment
banking company, as sales agent or principal. Sales of shares of the Company’s common stock, if any, may be made by any method deemed
to be an “at-the-market offering”. The sales agent is entitled to compensation under the terms of the sales agreement at a
commission rate equal to 3% of the gross proceeds of the sales price of common stock that they sell. On April 20, 2026, the Company entered
into an amendment to the sales agreement to increase the amount of shares of common stock that may be sold under this agreement to $51,404,500.
During the three months period ended March 31,
2026, pursuant to the sales agreement, the investment banking company sold 829,741 shares of the Company’s common stock
for proceeds of $6,544,407 after a payment of the commission in the amount of $203,602 to the investment banking company and
underwriting expenses of $38,722. During the three months period ended March 31, 2025, pursuant to the sales agreement, the investment
banking company sold 50,000 shares of the Company’s common stock for proceeds of $116,435 after a payment of the
commission in the amount of $3,602 to the investment banking company. During the period from April 1, 2026 through May 15, 2026,
pursuant to the sales agreement, the investment banking company sold 1,794,185 shares of the Company’s common stock for proceeds
of $21,357,710 after a payment of the commission in the amount of $491,451 to the investment banking company.
17
LIGHTWAVE LOGIC, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2026 AND 2025
### **NOTE 11 – STOCK BASED COMPENSATION**
**Common Stock Options and Warrants**
During 2007, the Board of Directors of the Company
adopted the 2007 Employee Stock Plan (“2007 Plan”) that was approved by the shareholders. Under the 2007 Plan, the Company
is authorized to grant options to purchase up to 10,000,000 shares of common stock to directors, officers, employees and consultants who
provide services to the Company. The 2007 Plan is intended to permit stock options granted to employees under the 2007 Plan to qualify
as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (“Incentive Stock Options”).
All options granted under the 2007 Plan, which are not intended to qualify as Incentive Stock Options are deemed to be non-qualified options
(“Non-Statutory Stock Options”).
Effective June 24, 2016, the 2007 Plan was
terminated. As of March 31, 2026, there are no options to purchase shares of common stock outstanding under the 2007 Plan.
During 2016, the Board of Directors of the Company
adopted the 2016 Equity Incentive Plan (“2016 Plan”) that was approved by the shareholders at the 2016 annual meeting of shareholders
on May 20, 2016. Under the 2016 Plan, the Company is authorized to grant awards of incentive and non-qualified stock options and restricted
stock to purchase up to 3,000,000 shares of common stock to employees, directors and consultants. Effective May 16, 2019, the number of
shares of the Company’s common stock available for issuance under the 2016 Plan was increased from 3,000,000 to 8,000,000 shares.
Effective May 25, 2023, the number of shares of the Company’s common stock available for issuance under the 2016 Plan was increased
from 8,000,000 to 13,000,000 shares and awards of restricted stock units were authorized for issuance. Effective May 15, 2025, the 2016
Plan was terminated. As of March 31, 2026, options to purchase 6,590,023 shares of common stock have been issued and are outstanding,498,694 restricted shares of common stock have been granted, net of forfeitures, 1,616,380 restricted stock units have been granted, and542,566 performance stock units have been issued under the 2016 Plan.
During 2025, the Board of Directors of the Company
adopted the 2025 Equity Incentive Plan (“2025 Plan”) that was approved by the shareholders at the 2025 annual meeting of shareholders
on May 15, 2025. Under the 2025 Plan, the Company is authorized to grant awards of incentive and non-qualified stock options and restricted
stock to purchase up to 6,000,000 shares of common stock to employees, directors and consultants. As of March 31, 2026, options to purchase601,244 shares of common stock have been issued and are outstanding and 2,621,813 restricted stock units have been granted under the 2025
Plan, net of forfeitures. As of March 31, 2026, 2,738,812 shares of common stock remain available for grants under the 2025 Plan.
These plans are administered by the Company’s
Board of Directors or its compensation committee which determines the persons to whom awards will be granted, the number of awards to
be granted, and the specific terms of each grant. Options granted under the 2025 Plan are generally exercisable for a period of 10 years
from the date of grant and may vest on the grant date, another specified date or over a period of time.
The Company uses the Black-Scholes option
pricing model to calculate the grant-date fair value of an award, with the following assumptions for the three months ended March
31, 2026: no dividend
yield, expected volatility, based on the Company’s historical volatility, 83.6%,
risk-free interest rate of 4.14% and
expected option life of 10 years,
which is based on the legal contractual life of the options.
The Black-Scholes option pricing model assumptions for the three months ended March 31, 2025 are as follows: no dividend
yield, expected volatility, based on the Company’s historical volatility, 78.7% to 79.0%,
risk-free interest rate between 4.18% to 4.40% and
expected option life of 10 years,
which is based on the legal contractual life of the options.
18
LIGHTWAVE LOGIC, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2026 AND 2025
### **NOTE 11 – STOCK BASED COMPENSATION (CONTINUED)**
**Common Stock Options and Warrants (Continued)**
As of March 31, 2026, there was $1,732,150 of
unrecognized compensation expense related to non-vested market-based share awards that is expected to be recognized through December
2028.
Share-based compensation was recognized as follows:
| Schedule of share-based compensation | Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 |
| --- | --- | --- |
| Stock options | $331,530 | $749,042 |
| Restricted stock awards | 43,266 | 230,150 |
| Restricted stock units | 1,342,733 | — |
| Total share-based compensation | $1,717,529 | $979,192 |
The following tables summarize all stock option
and warrant activity of the Company during the three months ended March 31, 2026:
| Schedule of stock option and warrant activity | Non-Qualified Stock Options and Warrants Outstanding and Exercisable / Number of Shares | Non-Qualified Stock Options and Warrants Outstanding and Exercisable / Exercise Price | Non-Qualified Stock Options and Warrants Outstanding and Exercisable / Weighted Average Exercise Price |
| --- | --- | --- | --- |
| Outstanding, December 31, 2025 | 8,996,078 | $0.51 - $16.81 | 3.47 |
| Granted | 252,500 | $3.24 - $3.45 | 3.28 |
| Forfeited | (11,875) | $0.99 - $1.96 | 1.15 |
| Exercised | (1,367,936) | $0.60 - $5.51 | 1.45 |
| Outstanding, March 31, 2026 | 7,868,767 | $0.51 - $16.81 | 3.82 |
| Exercisable, March 31, 2026 | 7,007,097 | $0.51 - $16.81 | 3.97 |
The aggregate intrinsic value of options and
warrants outstanding and exercisable as of March 31, 2026 was $27,556,963 and $23,740,665,
respectively. The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and
warrants and the closing stock price of $7.03 for
the Company’s common stock on March 31, 2026. During the three months ended March 31, 2026, 1,367,936 options
with the aggregate intrinsic value of $7,670,268 were exercised for proceeds of $1,862,119 and no warrants
were exercised. Of this amount, 200,000 options were exercised via cashless settlement.
19
LIGHTWAVE LOGIC, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2026 AND 2025
### **NOTE 11 – STOCK BASED COMPENSATION (CONTINUED)**
**Common Stock Options and Warrants (Continued)**
| Schedule of non-qualified stock options and warrants outstanding / Non-Qualified Stock Options and Warrants Outstanding Currently Exercisable / Range of Exercise Prices | Non-Qualified Stock Options and Warrants Outstanding Currently Exercisable / Number Outstanding Currently Exercisable at March 31, 2026 | Non-Qualified Stock Options and Warrants Outstanding Currently Exercisable / Weighted Average Remaining Contractual Life | Non-Qualified Stock Options and Warrants Outstanding Currently Exercisable / Weighted Average Exercise Price of Options and Warrants Currently Exercisable |
| --- | --- | --- | --- |
| $0.51 - $16.81 | 7,007,097 | 5.6 Years | $3.97 |
**Non-Qualified Stock Options and Warrants Outstanding**
| Range of Exercise Prices | Number Outstanding at March 31, 2026 | Weighted Average Remaining Contractual Life | Weighted Average Exercise Price of Options and Warrants Outstanding |
| --- | --- | --- | --- |
| $0.51 - $16.81 | 7,868,767 | 5.7 Years | $3.82 |
**Restricted Stock Awards and Units**
The Company grants restricted stock units (“RSUs”)
and restricted stock awards (“RSAs”) to employees and directors. RSUs represent the right to receive shares of common stock
upon vesting, while RSAs are shares issued at the grant date that remain subject to forfeiture until vesting conditions are met. These
awards are amortized on a straight-line basis over the vesting period into stock-based compensation expense. The vesting period ranges
from immediate vesting to monthly or quarterly vesting.
Upon the occurrence of a Change in Control, 100%
of the unvested RSAs and RSUs shall vest as of the date of the Change in Control. Upon vesting, the restrictions on the shares lapse.
The fair value of restricted stock awards and
units is estimated by the market price of the Company’s common stock at the date of grant. Restricted stock activity during the
three months ended March 31, 2026 is as follows:
| Schedule of fair value of restricted stock awards | Restricted Stock Awards Three Month Period Ended March 31, 2026 / Number of Shares | Restricted Stock Awards Three Month Period Ended March 31, 2026 / Weighted Average Grant Date Fair Value per Share | Restricted Stock Units Three Month Period Ended March 31, 2026 / Number of Shares | Restricted Stock Units Three Month Period Ended March 31, 2026 / Weighted Average Grant Date Fair Value per Share |
| --- | --- | --- | --- | --- |
| Non-vested, beginning of period | $153,596 | 1.54 | $2,836,742 | 3.07 |
| Granted | — | — | 1,074,737 | 3.30 |
| Vested | (22,462) | 1.93 | (811,465) | 2.94 |
| Cancelled and forfeited | — | — | (14,043) | 3.24 |
| Non-vested, end of period | $131,134 | 1.47 | $3,085,971 | 3.18 |
Restricted stock awards and units are being amortized
to expense over the shorter of the requisite service period or the vesting period. As of March 31, 2026 and 2025, the unamortized value
of the RSAs was $160,192 and $384,927, respectively. As of March 31, 2026 and 2025, the unamortized value of the RSUs was $7,999,929 and
$0, respectively.
20
LIGHTWAVE LOGIC, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2026 AND 2025
### **NOTE 12 – LOSS PER SHARE**
The Company calculates earnings (loss) per share
("EPS") in accordance with FASB ASC 260, Earnings Per Share. Basic EPS is computed by dividing the net loss attributable to
common stockholders by the weighted-average number of common shares outstanding during the period. Diluted loss per share reflects the
potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock.
For the three months ended March 31, 2026 and 2025, the Company reported a net loss; therefore, diluted EPS is calculated the same as
basic EPS, as the inclusion of all potentially dilutive securities would be anti-dilutive.
The following securities were excluded from the
calculation of diluted loss per share because their effect would have been anti-dilutive:
- Options and warrants: 2,687,699 shares (2026), 1,869,604 shares (2025)
- Unvested RSUs: 1,401,844 shares (2026), 0 shares (2025).
### **NOTE 13 – RELATED PARTIES**
During the three months period ended March 31, 2025, the Company engaged in transactions with related parties, including consultants, directors, and entities affiliated with
members of the Board of Directors. These transactions primarily relate to legal services, consulting fees, director compensation, accounting
services, and expense reimbursements.
Related party transactions for the months ended March 31, 2025 and
as of December 31, 2025 were as follows:
- The Company incurred $67,543 in legal fees and expense reimbursements with a related party law firm during the three months ended March 31, 2025. Related accrual was $0 as of December 31, 2025.
- The Company incurred $22,760 in accounting and IT service fees and expense reimbursements to related parties during the three months ended March 31, 2025. Related accrual was $0 as of December 31, 2025.
- The Company incurred $54,795 in fees and travel expenses to directors during the three months ended March 31, 2025. Related accrual was $56,250 as of December 31, 2025.
- The Company incurred $82,500 in consulting fees to board of directors and advisory board members during the three months ended March 31, 2025. Related accrual was $0 as of December 31, 2025.
For the three months period ended March 31, 2026,
there were no material transactions with related parties.
21
LIGHTWAVE LOGIC, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2026 AND 2025
### **NOTE 14 – RETIREMENT PLAN**
The Company established a 401(k) retirement plan
covering all eligible employees beginning November 15, 2013, which was amended effective February 15, 2025. The plan offers two types
of elected deferrals: pre-tax deferrals and Roth deferrals. The Company matches 100% of each participant’s contribution, up to 4%
for all eligible employees. Matching contributions vest immediately. Participants are entitled to receive distributions of all vested
amounts beginning at age 59 1/2. Matching contributions to all eligible participants charged to expense were $62,328 and
$39,587 for the three months ended March 31, 2026 and 2025, respectively. The plan is subject to the annual IRS elective deferral
limit of $24,500 per employee for 2026, $8,000 catch-up for those aged 50 and over, and $11,250 special catch-up limit for those aged
60-63.
### **NOTE 15 – SEGMENT REPORTING**
The Company operates as a single reportable
segment, as the Chief Operating Decision Maker (“3”), the Chief Executive Officer (“CEO”), evaluates the business
as a whole and does not receive discrete financial information for separate business units. The CODM is responsible for evaluating financial
results and making resource allocation decisions. The Company determined that it has one operating and reportable segment based on the
way the CODM organizes, manages, and evaluates the Company’s operations on a consolidated basis.
The CODM assesses the Company's financial performance
based on operating loss, which aligns with the amount reported in the statements of comprehensive loss. The following table presents
a reconciliation of segment operating loss to net loss for the three months ended March 31, 2026 and 2025:
| Schedule of reconciliation of segment operating loss | Three months ended March 31, 2026 | Three months ended March 31, 2025 |
| --- | --- | --- |
| NET SALES | $29,167 | $22,917 |
| COST OF SALES | 1,336 | 2,028 |
| OPERATING EXPENSES | | |
| Research and development | 3,490,295 | 3,089,218 |
| General and administrative | 3,262,866 | 1,837,052 |
| | 6,753,161 | 4,926,270 |
| SEGMENT OPERATING LOSS | (6,725,330) | (4,905,381) |
| OTHER INCOME (EXPENSES) | | |
| Interest income | 461,275 | 187,848 |
| Commitment fee | — | (8,029) |
| Gain (loss) on disposal of property and equipment and intangible assets | (36,409) | 28,800 |
| Other expense | (76) | (262) |
| NET LOSS | $(6,300,540) | $(4,697,024) |
**Significant Segment Expenses**
The CODM regularly reviews the following significant
expense categories in evaluating the segment performance:
- Research and Development: includes costs related to personnel, laboratory and wafer fabrication materials and supplies, prototype device development and wafer fabrication expenses, and third-party consulting costs aimed at developing high-performance electro-optic polymer materials.
- General and Administrative: includes personnel costs, professional fees, and other overhead expenses.
- Cost of Sales: represents labor costs, material costs and manufacturing overhead costs associated with the production of materials transferred to the customer under the technology license and material supply agreement at the Company’s facility.
There were no other segment items for the three
months ended March 31, 2026 and 2025.
22
LIGHTWAVE LOGIC, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2026 AND 2025
### **NOTE 15 – SEGMENT REPORTING (CONTINUED)**
**Segment assets**
The CODM does not regularly review asset information
by segment; accordingly, the Company has not disclosed segment assets.
**Entity-Wide Disclosures**
- Geographic Revenue Information: for the three months ended March 31, 2026, $29,167 of the Company’s net sales were generated outside the United States. For the three months ended March 31, 2025, $22,917 of the Company's net sales were generated outside the United States. Revenue is attributed to geographic areas based on the customer’s bill-to location. For the three months ended March 31, 2026 and 2025, 100% of net sales were generated in Switzerland.
- Long-lived assets: long-lived assets, consisting of property and equipment, intangible assets, and right of use assets under operating leases were all located in the United States and totaled $9,411,107 and $9,376,041 as of March 31, 2026 and December 31, 2025, respectively.
- Major Customers: for three months ended March 31, 2026 and 2025, one customer accounted for 10% or more of total revenue. The related revenue was attributable to the Company’s single reportable segment.
### **NOTE 16 – SUBSEQUENT EVENTS**
On April 16, 2026, 402,500 underwriter warrants
issued to an investment bank as a part of the December 17, 2025 offering were exercised for proceeds of $1,388,625.
On April 20, 2026, the Company entered into
an amendment to its sales agreement with Roth Capital Partners, LLC, as sales agent, to increase the amount of shares of common stock
that may be sold under the Sales Agreement to $51,404,500.
As of the date of this filing, $3,385 remains available pursuant to the Roth Sales Agreement.
23
## Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations**
*The following discussion
and analysis should be read in conjunction with our financial statements, included herewith. This discussion should not be construed to
imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily
be indicative of actual operating results in the future. Such discussion represents only the best present assessment of our management.
This information should also be read in conjunction with our audited historical financial statements which are included in our 2025 Form
10-K for the fiscal year ended December 31, 2025 (“**2025 Form 10-K**”).*
**Overview**
Lightwave Logic, Inc. is
a specialty materials and intellectual property company focused on the development and commercialization of proprietary electro-optic
(“EO”) polymer materials designed to enable high-speed optical modulators for data communications and other photonic applications.
Our Perkinamine® family
of EO polymer materials is engineered for integration into silicon photonics (“SiPh”) and other photonic integrated circuit
(“PIC”) platforms. When incorporated into device architectures, these materials are designed to support high-speed, high-bandwidth
optical modulation with lower drive voltage requirements relative to certain conventional silicon-based approaches and certain other traditional
photonic material systems, including III-V–based compound semiconductor technologies. The electro-optic properties of these materials
can allow shorter interaction lengths in modulator designs, which can contribute to more compact device footprints and increased integration
density. In addition, our materials are intended to be compatible with complementary metal-oxide-semiconductor (“CMOS”) fabrication
processes, which may facilitate integration into established semiconductor foundry workflows. Reduced drive voltage operation may enable
lower system-level power consumption and simplified driver electronics in specific implementations.
We do not manufacture optical
transceivers, photonic devices, or complete optical modules. Instead, our strategy is to commercialize our technology through a combination
of material sales, intellectual property licensing, process design kit (“PDK”) enablement, and royalty or other fee-based
arrangements tied to customer production.
Our customers and prospective
customers include semiconductor foundries, silicon photonics device designers, optical module manufacturers, and system integrators serving
artificial intelligence (“AI”), cloud computing, data center, and telecommunications markets. We pursue customer adoption
through a structured commercialization process designed to support evaluation, integration, qualification, and production readiness within
established semiconductor manufacturing ecosystems.
As of May 2026, multiple
customer programs are progressing through defined development stages under our commercialization framework. The timing and scale of potential
production revenue depend on customer product qualification and adoption cycles, technical validation, manufacturing readiness, end-market
demand, and broader industry conditions.
Unless the context otherwise
requires, all references to the “Company,” “we,” “our” or “us” and other similar terms
means Lightwave Logic, Inc. Also, this Form 10-Q Quarterly Report may include the names of various government agencies and the trade names
of other companies. Unless specifically stated otherwise, the use or display by us of such other parties’ names and trade names
in this report is not intended to and does not imply a relationship with, or endorsement or sponsorship of us by, any of these other parties.
**Commencement of Commercial Operations**
We commenced commercial operations in May 2023.
Presently, our commercial operations consist of a material supply license agreement to provide Perkinamine® chromophore
materials for polymer based photonic devices and photonic integrated circuits (PICs). The license agreement represents tangible commercial
progress for electro-optic polymers as part of our Company's business plan. During 2025, we entered into a non-recurring engineering joint
development arrangement with a customer to develop an electro-optical polymer-based modulator chip for use in communication applications
**Our Electro-Optic Polymer Technology**
Our technology platform is
based on the design, synthesis, and integration of proprietary electro-optic polymer materials engineered to exhibit strong electro-optic
(“EO”) activity, optical transparency in relevant wavelength bands, and compatibility with semiconductor fabrication processes.
Electro-optic polymers utilize
engineered chromophore molecules embedded within a polymer matrix. When an electric field is applied, the optical properties of the material
change in a manner that can be used to modulate light propagating through a waveguide structure. The strength of this electro-optic response,
combined with the material’s processability, is central to device performance and manufacturability.
Our Perkinamine® materials
are designed to:
- Support high-speed optical modulation suitable for advanced data rate standards,
- Enable high-bandwidth performance through strong electro-optic coefficients,
- Operate at relatively low drive voltages,
- Be deposited and patterned using processes compatible with semiconductor manufacturing environments,
- Maintain stability under operational and environmental stress conditions required by customer applications.
24
Because electro-optic polymers
can be applied directly within waveguide structures, they may allow modulator architectures with shorter interaction lengths compared
to certain alternative material systems. Shorter interaction lengths can contribute to more compact device geometries and increased integration
density within photonic integrated circuits.
The compatibility of our
materials with complementary metal oxide semiconductor (“CMOS”) fabrication processes, including back-end-of-line integration
flows, is designed to facilitate incorporation into silicon photonics platforms using established foundry infrastructure rather than requiring
dedicated fabrication facilities.
We continue to invest in material
optimization, including improvements in electro-optic efficiency, thermal stability, wavelengths expansion, environmental robustness,
and process integration parameters. Material formulation, device architecture, and integration techniques are developed in parallel to
support customer-specific performance and reliability requirements.
Commercial deployment of devices
incorporating our materials depends on successful integration within customer and foundry process flows, achievement of reliability standards,
and attainment of yield and cost targets.
**Business Model - Material + IP Licensing**
Our business model is centered
on the commercialization of proprietary electro-optic polymer materials and related intellectual property through material supply and
licensing arrangements.
We do not currently intend
to manufacture finished optical transceivers, discrete photonic devices, or complete optical modules. Our strategy is to enable customers
to incorporate our materials into their own device platforms and manufacturing ecosystems, leveraging established semiconductor foundry
infrastructure.
Our revenue model may include
one or more of the following components:
***Material Sales***
We supply EO polymer materials
to customers for evaluation, prototyping, and potential commercial production. Material sales may occur during development phases as well
as during volume manufacturing, subject to customer qualification and demand.
If customer programs transition
to commercial production incorporating our materials, material revenue would be expected to scale with device volumes.
***Intellectual Property
Licensing***
We may enter into licensing
agreements covering aspects of our polymer compositions, device designs, integration processes, and related intellectual property. Licensing
arrangements may include: upfront license fees, development or milestone-based payments, and field-of-use or application-specific licenses.
The structure and economics
of such agreements vary depending on customer requirements and the scope of intellectual property granted.
***Royalty or Production-Based
Fees***
In certain arrangements, we
may receive royalties or other production-based payments tied to the manufacture or sale of devices incorporating our materials or licensed
technology. The structure, rate, and duration of such payments depend on negotiated terms and customer product lifecycles.
There can be no assurance
that any given customer program will result in royalty-bearing production.
**Revenue Timing Considerations**
Customer engagements typically
progress through multi-stage development cycles. During early stages, revenue may consist primarily of material sales, non-recurring engineering
(“NRE”) fees, prototype-related activities, or development support.
Based on the current status
of customer programs, we anticipate that revenues, if any, recognized during 2026 would primarily relate to material supply, NRE arrangements,
or prototype and development activities. We do not currently expect significant revenue from volume commercial production of customer
products until 2027 at the earliest. The timing and magnitude of any production-related revenue depend on successful product qualification,
yield validation, customer adoption decisions, end-market demand, and broader industry conditions.
There can be no assurance
that development-stage programs will transition to volume production, that anticipated timelines will be achieved, or that commercial
revenues will occur as expected.
25
**Strategic Flexibility**
While our current strategy is focused
on materials supply and intellectual property licensing, we may evaluate selective opportunities to participate more directly in device-level
development in limited circumstances. Such participation, if pursued, would likely be application-specific and would depend on market
conditions, partnership opportunities, capital requirements, and strategic considerations.
We have not committed to entering
device manufacturing as a core component of our business model, and any such activity would be evaluated in the context of our overall
capital allocation priorities and commercialization strategy.
**Operating Leverage**
Our model is designed to leverage
existing semiconductor fabrication infrastructure rather than require capital-intensive wafer fabrication facilities. By integrating into
established foundry process flows, we seek to enable scalable production through customer and foundry manufacturing capacity.
If customer programs advance
to high-volume production, incremental material demand and royalty streams may provide operating leverage due to the intellectual property-driven
nature of our model. However, realization of such leverage depends on successful qualification, customer adoption, competitive dynamics,
and end-market demand.
**Commercialization Process (Design Win Cycle)**
We pursue customer adoption
through a structured, multi-stage engagement framework that we refer to as our Design Win Cycle. This process is designed to guide customer
programs from initial technology evaluation through potential production ramp within established semiconductor manufacturing ecosystems.
While program timelines vary
based on customer requirements, foundry schedules, application complexity, and market conditions, the Design Win Cycle typically spans
approximately 18 to 24 months.
Progression between stages
depends on the achievement of defined technical and commercial milestones. Advancement to later stages does not assure commercial production.
***Stage 1 – Technology
Selection***
*(Typically 3–6 Months)*
***Stage 2 – Product
Design***
*(Typically 3–6 Months)*
***Stage 3 – Prototype
to Final Product***
*(Typically 12–18
Months)*
***Stage 4 – Production
Ramp to High Volume***
Commercial production typically
requires achievement of customer-defined qualification milestones, acceptable manufacturing yields, cost targets, and confirmed end-market
demand.
Based on the current status
of customer programs, we anticipate that revenues, if any, recognized during 2026 would primarily relate to material supply, NRE arrangements,
or prototype and development activities. We do not currently expect significant revenue from high-volume commercial production of customer
products until 2027 at the earliest.
There can be no assurance
that programs currently in development will successfully transition to commercial production, that foundry capacity will be available
as anticipated, or that projected timelines will be achieved.
**Capital Requirements**
We have satisfied our capital
requirements since inception primarily through the issuance and sale of our common stock.
26
**Results of Operations**
**Comparison of three months ended March 31,
2026 and March 31, 2025**
*Revenues*
During the three months ended
March 31, 2026, we recognized $29,167 of licensing and royalty revenue. During the three months ended March 31, 2025, we recognized $22,917
of licensing and royalty revenue.
*Cost of Sales*
During the three months ended
March 31, 2026, we recognized $1,336 in cost of sales. During the three months ended March 31, 2025, we recognized $2,028 in Cost of Sales.
*Operating Expenses*
| Line item | Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | Change | Percent Change |
| --- | --- | --- | --- | --- |
| Research and development | $3,490,295 | $3,089,218 | $401,077 | 13% |
| General and administrative | 3,262,866 | 1,837,052 | 1,425,814 | 78% |
| | $6,753,161 | $4,926,270 | $1,826,891 | 37% |
Research and development expenses
increased for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, primarily due to increases
in salary and employee benefits expenses and prototype device development and wafer fabrication expenses.
27
We expect to continue to incur
substantial research and development expenses developing and commercializing our electro-optic materials platform. These expenses will
increase because of accelerated development efforts to support commercialization of our non-linear optical polymer materials technology
and create next-generation photonic EO device designs; working with semiconductor foundries; hiring additional technical and support personnel;
engaging senior technical advisors; pursuing other potential business opportunities and collaborations; customer testing and evaluation;
and incurring related operating expenses.
General and administrative
expenses increased for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, primarily due to increases
in non-cash stock-based compensation expenses, salary and employee benefits expenses and payroll taxes, director fees, recruiting fees,
and travel expenses.
*Other Income (Expenses), net*
| Line item | Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | Change | Percent Change |
| --- | --- | --- | --- | --- |
| Other Income (Expenses), net | $$424,790 | $208,357 | 216,433 | 104% |
Other income increased for
the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, primarily due to an increase in interest
income earned on higher cash balances, offset by a loss due to disposal of certain expired patents.
*Net Loss*
| Line item | Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | Change | Percent Change |
| --- | --- | --- | --- | --- |
| Net Loss | $$6,300,540 | $4,697,024 | 1,603,516 | 34% |
Net loss was $6,300,540 and
$4,697,024 for the three months ended March 31, 2026 and 2025, respectively, for an increase of $1,603,516 due primarily to increases
in general and administrative non-cash stock compensation expenses, entity-wide salary and employee benefits expenses and payroll taxes,
prototype device development and wafer fabrication expenses, director fees, recruiting fees, travel expenses, and loss due to disposal
of certain expired patents, offset by an increase in interest income.
28
**Liquidity and Capital Resources**
Our primary source of operating
cash inflows was (i) proceeds from sale of common stock by Roth Capital Partners, LLC (investment banking company) (“Roth Capital”)
pursuant to the at-the-market sales agreement with Roth Capital as described in Note 10 to the Financial Statements, (ii) proceeds from
the sale of common stock to Titan Partners Group LLC (investment banker) (“Titan”), and (iii) proceeds received pursuant to
the exercise of options and warrants.
On December 15, 2025, we entered
into an underwriting agreement (the “Underwriting Agreement”) with Titan Partners Group LLC, a division of American Capital
Partners, LLC, as the underwriter (the “Underwriter”), relating to an underwritten public offering of 11,666,667 shares of
the Company’s common stock, par value $0.001 per share, at a price to the public of $3.00 per share (the “Offering”).
Pursuant to the Underwriting Agreement, we granted to the Underwriter an option, exercisable not later than thirty (30) days after the
date of the closing of the Offering, to purchase from us up to 1,750,000 additional shares of common stock for the purpose of covering
over-allotments, if any. The Offering closed on December 17, 2025. The net proceeds to us from the Offering were approximately $32,800,000
during the year ended December 31, 2025, and approximately $4,900,000 in January 2026, after deducting underwriting discounts and commissions
and other estimated offering expenses payable by us. We intend to use the net proceeds from the Offering for working capital and other
general corporate purposes and may use a portion of the net proceeds to accelerate our commercialization timeline, accelerate and expand
our U.S. production capacity to support customer partnerships and design-ins, to pursue strategic mergers and acquisitions or to invest
in complementary technologies or businesses. Pursuant to the Underwriting Agreement, we agreed to issue to the Underwriter warrants to
purchase up to 350,000 shares of Common Stock, or three percent (3%) of the total number of shares of Common Stock sold in the Offering,
as well as additional underwriter warrants to purchase up to an aggregate of 52,500 shares of common stock, which were issued upon the
exercise by the Underwriter of its over-allotment option. The underwriter warrants were immediately exercisable at an exercise price of
$3.45 per share during the five-year period following the date of the Underwriting Agreement. On April 16, 2026, all 402,500 underwriter
warrants were exercised for proceeds of $1,388,625.
On March 17, 2025, we entered
into a purchase agreement with Lincoln Park (the “2025 Purchase Agreement”) to sell up to $30,000,000 of registered common
stock over a 36-month period. On December 12, 2025, the 2025 Purchase Agreement was terminated in conjunction with the Titan Offering.
On December 9, 2022, we entered
into the at-the-market sales agreement with Roth Capital, as sales agent, (the “Roth Sales Agreement”) pursuant to which we
could offer and sell up to $35,000,000 in shares of our registered common stock, from time to time through Roth Capital. On April 20,
2026, the Company entered into an amendment to its sales agreement with Roth Capital to increase the amount of shares of common stock
that may be sold under the Sales Agreement to $51,404,500.As of the date of this filing, $3,385 remains available pursuant
to the Roth Sales Agreement.
During the three months ended
March 31, 2026, the Company received $6,544,407 in proceeds pursuant to the Roth Sales Agreement, $4,930,928 in proceeds from the exercise
of over-allotment option from the Titan Offering, and $1,862,119 in proceeds from the exercise of options.
During the three months ended
March 31, 2026, our primary sources of cash outflows from operations included payroll, rent, utilities, payments to vendors including
laboratory and wafer fabrication materials and supplies expenses, and third-party consultants and professional services providers.
**Sources and Uses
of Cash**
Our future expenditures
and capital requirements will depend on numerous factors, including: the progress of our research and development efforts; the rate at
which we can, directly or through arrangements with original equipment manufacturers, introduce and sell our products; the costs of filing,
prosecuting, defending and enforcing any patent claims and other intellectual property rights; market acceptance of our products and
competing technological developments; and our ability to establish cooperative development, joint venture and licensing arrangements.
On March 31, 2026, our cash and cash equivalents totaled $75,102,750.
We expect the proceeds received
pursuant to the Titan Offering and the Roth Sales Agreement, the exercise of options and warrants, and commercial operations to provide
us with sufficient funds to maintain our operations over the next 12 months. Our current cash position enables us to finance our operations
at least through December 2027 before we will be required to replenish our cash reserves. Our cash requirements are expected to increase
at a rate consistent with our Company’s revenue growth as we expand our activities and operations with the objective of increasing
our revenue stream from the commercialization of our electro-optic polymer technology. We currently have no debt to service. We expect
that our cash used in operations will continue to increase during 2026 and beyond because of the following planned activities:
29
- The addition of management, sales, marketing, technical, production and other staff to our workforce;
- Increased spending for the expansion of our research and development efforts, including purchases of additional laboratory and production equipment;
- Increased spending in marketing as our products are introduced into the marketplace;
- Partnering with commercial foundries to implement our electro-optic polymers into accepted PDKs by the foundries;
- Developing and maintaining collaborative relationships with strategic partners;
- Developing and improving our manufacturing processes and quality controls; and
- Increases in our general and administrative activities related to our operations as a reporting public company and related corporate compliance requirements.
#### **Analysis of Cash Flows**
*For the three months ended March 31, 2026*
Net cash used in operating
activities was $4,061,179 for the three months ended March 31, 2026, primarily attributable to the net loss of $6,300,540 adjusted by
$331,530 in options issued for services, $43,266 amortization of deferred compensation, $1,342,733 amortization of restricted stock units,
$496,358 in depreciation expenses and patent amortization expenses, $53,577 amortization of right of use asset, $36,409 loss due to disposal
of certain expired patents, ($25,000) in accounts receivable, ($582,353) in prepaid expenses and other current assets, and $542,841 in
accounts payable, accrued bonuses, accrued expenses, contract liability and other liabilities. Net cash used in operating activities consisted
of payments for research and development, legal, professional and consulting expenses, salaries, rent and other expenditures necessary
to develop our business infrastructure.
Net cash used by investing
activities was $621,410 for the three months ended March 31, 2026, consisting of $170,944 in cost for intangibles and $450,466 in asset
additions for the Colorado headquarter facility and labs.
Net cash provided by financing
activities was $10,767,985 for the three months ended March 31, 2026, and consisted of $1,862,119 in proceeds from exercise of options,
($2,088,366) tax payment on net issuance of vested restricted stock units, ($481,103) tax payment on net issuance of performance stock
units in the prior period, $4,930,928 in proceeds from the exercise of the overallotment option from the Titan Offering and $6,544,407
in proceeds from the sale of common stock pursuant to the Roth Sales Agreement.
On March 31, 2026, our cash
and cash equivalents totaled $75,102,750, our assets totaled $85,913,064, our liabilities totaled $4,601,157 and we had stockholders’
equity of $81,311,907.
*For the three months ended March 31, 2025*
Net cash used in operating
activities was $3,490,131 for the three months ended March 31, 2025, primarily attributable to the net loss of $4,697,024 adjusted by
$749,042 in options issued for services, $230,150 amortization of deferred compensation, $20,500 cashless options exercise, $8,029 in
common stock issued as commitment shares, $454,960 in depreciation expenses and patent amortization expenses, $50,043 amortization of
right of use asset, $28,800 gain on disposal of property and equipment, $26,815 in accounts receivable, ($86,608) in prepaid expenses
and other current assets, and ($217,238) in accounts payable, accrued bonuses, accrued expenses, contract liability and other liabilities.
Net cash used in operating activities consisted of payments for research and development, legal, professional and consulting expenses,
salaries, rent and other expenditures necessary to develop our business infrastructure.
Net cash used by investing
activities was $899,422 for the three months ended March 31, 2025, consisting of $45,878 in cost for intangibles and $853,544 in asset
additions for the Colorado headquarter facility and labs.
Net cash provided by financing
activities was $1,766,918 for the three months ended March 31, 2025, and consisted of $163,500 in proceeds from exercise of options, $1,486,983
in proceeds from the sale of common stock pursuant to the 2023 Purchase Agreement and $116,435 in proceeds from the sale of common stock
pursuant to the Roth Sales Agreement.
On March 31, 2025, our cash
and cash equivalents totaled $25,045,329, our assets totaled $35,639,560, our liabilities totaled $4,089,972 and we had stockholders’
equity of $31,549,588.
**Contractual Obligations**
See “Note 8–Leases”
of the notes to the financial statements herein for a discussion of our operating lease for office and laboratory space.
**Significant Accounting Policies**
We believe our significant
accounting policies affect our more significant estimates and judgments used in the preparation of our financial statements. Our 2025
Form 10-K contains a discussion of these significant accounting policies. The Company’s significant accounting policies have not
materially changed since that report was filed.
30
## Item 3. Quantitative and Qualitative Disclosures
About Market Risk**
We are not required
to provide quantitative and qualitative disclosures about market risk because we are a smaller reporting company.
## Item 4. Controls and Procedures
*Evaluation of Disclosure
Controls and Procedures.* The Company’s management, with the participation of the Company’s Principal Executive Officer
and Principal Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in
Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of March 31, 2026. Based on this evaluation, the
Company’s Principal Executive Officer and Principal Financial Officer concluded that, as of March 31, 2026 the Company’s disclosure
controls and procedures were effective, in that they provide reasonable assurance that information required to be disclosed by the Company
in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and
reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and is accumulated and communicated
to the Company’s management, including the Company’s Principal Executive Officer and Principal Financial Officer, as appropriate
to allow timely decisions regarding required disclosure.
*Changes in Internal Control
Over Financial Reporting.* There were no changes in our internal control over financial reporting during the quarter ended March
31, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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**PART II – OTHER INFORMATION**
## Item 1. Legal Proceedings
We
are not a party to any litigation of a material nature, nor are we aware of any threatened litigation of a material nature.
## Item 1A. Risk Factors
In
addition to the information set forth in this Form 10-Q, you should carefully consider the risk factors discussed in *Part I,
Item 1A. Risk Factors* in our 2025 Form 10-K, which could materially affect our business, financial condition or future
results. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially
adversely affect our business, financial condition or future results.
## Item 2. Unregistered Sales of Equity Securities
and Use of Proceeds.**
None.
## Item 3. Defaults Upon Senior Securities
None.
## Item 4. Mine Safety Disclosures
Not Applicable.
## Item 5. Other Information
During
the three months ended March 31, 2026, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative
defense conditions of Rule 10b5-1(c) under the Exchange Act or any “non-Rule 10b5-1 arrangement” as defined in Item 408(c)
of Regulation S-K.
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## Item 6. Exhibits
The following exhibits are
included herein:
| Exhibit No. | Exhibit Description | Incorporated by Reference / Form | Incorporated by Reference / Exhibit Number | Incorporated by Reference / Filing Date | Filed or / Furnished Herewith |
| --- | --- | --- | --- | --- | --- |
| 3.1 | Amended and Restated Articles of Incorporation of Lightwave Logic, Inc. (conformed copy incorporating all amendments through June 8, 2015) | 10-Q | 3.1 | 11/14/2025 | |
| 3.2 | Second Amended and Restated Bylaws - June 18, 2024 | 8-K | 3.1 | 6/25/2024 | |
| 10.1 | Amendment to Sales Agreement by and between the Company and Roth Capital Partners, LLC, dated April 20, 2026 | 8-K | 10.1 | 4/21/2026 | |
| 31.1 | Certification pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, executed by the Principal Executive Officer of the Company. | | | | Filed herewith |
| 31.2 | Certification pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, executed by the Principal Financial Officer of the Company. | | | | Filed herewith |
| 32.1 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by the Principal Executive Officer of the Company. | | | | Furnished herewith |
| 32.2 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by the Principal Financial Officer of the Company. | | | | Furnished herewith |
| 101-INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | | | | Filed herewith |
| 101-SCH | Inline XBRL Taxonomy Extension Schema Document | | | | Filed herewith |
| 101-CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | | | | Filed herewith |
| 101-DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | | | | Filed herewith |
| 101-LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | | | | Filed herewith |
| 101-PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | | | | Filed herewith |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | | | | Filed herewith |
33
**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 thereunto duly authorized.
**LIGHTWAVE LOGIC, INC.**
Registrant
By: /s/ Yves LeMaitre
Yves LeMaitre,
Chief Executive Officer
(Principal Executive Officer)
Date: May 15, 2026
By: /s/ Snizhana Quan
Snizhana Quan,
Principal Financial Officer and
Principal Accounting Officer
Date: May 15, 2026
34