true 2024 FY 0001325964

 0001325964

 2024-01-01
 2024-12-31

 0001325964

 2024-06-30

 0001325964

 2025-03-18

 utr:sqft

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K/A

 (Amendment No. 1)

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended December 31, 2024

 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

 82-0497368

 (State or other jurisdiction of

 incorporation or organization)

 (I.R.S. Employer

 Identification No.)

 369 Inverness Parkway, Suite 350, Englewood, CO

 80112

 (Address of principal executive offices)

 (Zip Code)

 (Registrant's Telephone Number, including Area
Code): 720 - 340-4949

 Securities registered pursuant to Section 12(b) of
the Act:

 Title of each class

 Trading Symbol(s)

 Name of each exchange on which registered

 Common Stock, $0.001 par value per share

 LWLG

 The NASDAQ Stock Market

 Securities registered pursuant to section 12(g) of
the Act: None

by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes No

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

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, 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.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of
its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public
accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to § 240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act of 1934). Yes No

 The aggregate market value of the voting and non-voting
common equity held by non-affiliates of the registrant was approximately $ 358,611,406 as of June 30, 2024.

 As of March 18, 2025, there were 124,799,620
shares outstanding of the registrant's common stock, $.001 par value.

 Documents
incorporated by reference. Portions of the registrant's Definitive Proxy Statement for the registrant's 2025 Annual Meeting
of Shareholders are incorporated by reference in Part III of this report. The Definitive Proxy Statement or an amendment to this Form
10-K will be filed with the Securities and Exchange Commission within 120 days after the registrant's fiscal year ended December
31, 2024.

 Stephano Slack LLC

 Wayne, Pennsylvania

 3523

 Auditor

 Location

 PCAOB ID Number

 EXPLANATORY NOTE

 Lightwave Logic, Inc., Inc. (the " Company ")
is filing this Amendment No. 1 on Form 10-K/A (" Amendment ") to amend its Annual Report on Form 10-K for
the year ended December 31, 2024 (the " Form 10-K "), which was originally filed with the Securities
and Exchange Commission on March 18, 2025. The purpose of this Amendment is solely to file Exhibits 1.1 and 10.35, which were inadvertently
omitted from the originally filed Form 10-K.

 This Amendment speaks as of the original filing
date and does not reflect events occurring after the filing of the Form 10-K or modify or update disclosures that may be
affected by subsequent events. No revisions are being made to the Company's financial statements or any other disclosure contained
in the Form 10-K. Our independent registered public accounting firm is Stephano Slack LLC - PCAOB ID Number 3523.

 This Amendment is an exhibit-only filing. Except
for the inclusion of Exhibits 1.1 and 10.35, this Amendment does not otherwise update any exhibits as originally filed or previously amended.

 In addition, as required by Rule 12b-15 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), new certifications by the Company's
principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment pursuant to Rule 13a-14(a) and 15d-14(a) of the
Exchange Act. The Company is not including certifications pursuant to Section 1350 of Chapter 63 of Title 18 of the
United States Code (18 U.S.C. 1350) as no financial statements are being filed with this Amendment.

 i

 Item 15.

 Exhibits and Financial Statement Schedules

 (a)

 The following Audited Financial Statements are filed as part of this Form 10-K Report:

 Report of Independent Registered Public Accounting Firm

 Balance Sheets

 Statements of Comprehensive Loss

 Statement of Stockholders' Equity

 Statements of Cash Flows

 Notes to Financial Statements

 (b)

 The following exhibits are filed as part of this report.

 Exhibit No.

 Description of Exhibit

 Location

 1.1

 Sales
 Agreement, dated as of December 9, 2022, by and between the Company and Roth Capital Partners, LLC

 Incorporated by reference to the Company's Current
 Report on Form 8-K as filed with the SEC on December 9, 2022

 3.1

 Articles of Incorporation

 Incorporated by reference to Company's Form 10-SB as filed with the SEC on April 13, 2007

 3.2

 Certificate of Amendment to Articles of Incorporation

 Incorporated by reference to Company's Definitive Schedule 14C Information Statement as filed with the SEC on February 19, 2008

 3.3

 Certificate of Amendment to Articles of Incorporation

 Incorporated by reference to Company's Form S-1 Registration Statement as filed with the SEC on August 3, 2015

 3.4

 Second Amended and Restated Bylaws – June 18, 2024

 Incorporated by reference to the Company's Form 10-Q as filed with the SEC on June 25, 2024

 4.1

 Description of Registrant's Securities

 10.1

 Employee Agreement - Yves Lemaitre

 Incorporated by reference to the Company's Current Report on Form 8-K as filed with the SEC on December 13, 2024.

 10.2

 Employee Agreement - Thomas Zelibor

 Incorporated by reference to the Company's Current Report on Form 8-K as filed with the SEC on December 13, 2024

 10.3

 Employee Agreement - James Marcelli

 Incorporated by reference to Company's Form 10-Q as filed with the SEC on August 12, 2015

 10.4

 Employee Agreement Amendment - James Marcelli

 Incorporated by reference to the Company's Current Report on Form 8-K as filed with the SEC on April 20, 2021

 10.5

 Employee Agreement Amendment - James Marcelli

 Incorporated by reference to the Company's Current Report on Form 8-K as filed with the SEC on January 21, 2022

 10.6

 Employee Agreement Amendment – James Marcelli

 Incorporated by reference to the Company's Current Report on Form 8-K as filed with the SEC on April 27, 2023

 10.7

 Employee Agreement Amendment – James S. Marcelli

 Incorporated by reference to the Company's Current Report on Form 8-K as filed with the SEC on June 25, 2024

 10.8

 Employee Agreement – Michael Lebby

 Incorporated by reference to the Company's Current Report on Form 8-K as filed with the SEC on March 22, 2017

 10.9

 Employee Agreement Amendment - Michael Lebby

 Incorporated by reference to the Company's Current Report on Form 8-K as filed with the SEC on April 20, 2021

 10.10

 Employee Agreement Amendment - Michael Lebby

 Incorporated by reference to the Company's Current Report on Form 8-K as filed with the SEC on January 21, 2022

 10.11

 Employee Agreement Amendment – Michael Lebby

 Incorporated by reference to the Company's Current Report on Form 8-K as filed with the SEC on April 27, 2023

 10.12

 Employee Agreement Amendment – Michael Lebby

 Incorporated by reference to the Company's Current Report on Form 8-K as filed with the SEC on June 25, 2024

 10.13

 Form of Executive Paid Time Off Waiver Agreement

 Incorporated by reference to the Company's Form 10-K as filed with the SEC on March 16, 2018

 10.14

 Form of Director Agreement

 Incorporated by reference to the Company's Form 10-K as filed with the SEC on March 16, 2018

 10.15

 Form of Director and Officer Indemnification Agreement

 Incorporated by reference to the Company's Current Report on Form 8-K as filed with the SEC on January 21, 2022

 10.16

 Form of Director's Non-Disclosure Agreement

 Incorporated by reference to the Company's Form 10-K as filed with the SEC on March 16, 2018

 Exhibit No.

 Description of Exhibit

 Location

 10.17

 Operations Committee Charter

 Incorporated by reference to the Company's Form 10-Q as filed with the SEC on August 15, 2016

 10.18

 Statement of Operations Committee Work - Frederick J. Leonberger

 Incorporated by reference to the Company's Current Report on Form 8-K as filed with the SEC on April 3, 2017

 10.19

 Statement of Operations Committee Work - Siraj Nour El-Ahmadi

 Incorporated by reference to the Company's Form 10-K as filed with the SEC on March 31, 2021

 10.20

 2007 Employee Stock Plan

 Incorporated by reference to Company's Definitive Schedule 14C Information Statement as filed with the SEC on February 19, 2008

 10.21

 2007 Employee Stock Plan Amendment

 Incorporated by reference to Company's Definitive Schedule 14A Proxy Statement as filed with the SEC on July 22, 2014

 10.22

 2016 Equity Incentive Plan

 Incorporated by reference to Appendix A to the Company's Definitive Schedule 14A filed with the SEC on April 20, 2016

 10.23

 2016 Equity Incentive Plan Amendment

 Incorporated by reference to Appendix A to the Company's Definitive Schedule 14A filed with the SEC on April 12, 2019

 10.24

 2016
Equity Incentive Plan Amendment No. 2

 Incorporated by reference to Appendix A to the Company's Definitive Schedule 14A filed with the SEC on April 14, 2023

 10.25

 Form of Non-qualified Stock Option Award Agreement - Employees

 Incorporated by reference to the Company's Annual Report on Form 10-K as filed with the SEC on March 17, 2017

 10.26

 Form of Non-qualified Stock Option Award Agreement - Executive Officers

 Incorporated by reference to the Company's Annual Report on Form 10-K as filed with the SEC on March 17, 2017

 10.27

 Form of Non-qualified Stock Option Award Agreement - Non Employee Directors

 Incorporated by reference to the Company's Annual Report on Form 10-K as filed with the SEC on March 17, 2017

 10.28

 Form of Restricted Stock Award Agreement -Non Employee Directors

 Incorporated by reference to the Company's Annual Report on Form 10-K as filed with the SEC on March 1, 2022

 10.29

 Lease Agreement dated October 26, 2017

 Incorporated by reference to the Company's Current Report on Form 8-K as filed with the SEC on November 2, 2017

 10.30

 First Amendment to the October 26, 2017 Lease Agreement dated November 22, 2022

 Incorporated by reference to Company's Form 10-K as filed with the SEC on March 1, 2023

 10.31

 Purchase Agreement, dated February 28, 2023, by and between the Company and Lincoln Park

 Incorporated by reference to Company's Form 10-K as filed with the SEC on March 1, 2023

 10.32

 Registration Rights Agreement, dated February 28, 2023, by and between the Company and Lincoln Park

 Incorporated by reference to Company's Form 10-K as filed with the SEC on March 1, 2023

 10.33

 Purchase Agreement, dated March 17, 2025, by and between the Company and Lincoln Park

 10.34

 Registration Rights Agreement, dated March 17, 2025, by and between the Company and Lincoln Park

 10.35+

 Consulting Agreement dated December 11, 2024 - Siraj Nour El-Ahmadi

 Filed herewith

 14.1

 Code of Ethics and Business Conduct

 Incorporated by reference to the Company's Form 10-K as filed with the SEC on March 16, 2018

 16.1

 Letter from Morison Cogen LLP to the Securities and Exchange Commission dated October 4, 2024

 Incorporated by reference to the Company's Current Report on Form 8-K as filed with the SEC on October 4, 2024

 19.1

 Insider Trading Policy

 Incorporated by reference to the Company's Form 10-K as filed with the SEC on February 29, 2024

 21.1

 Subsidiaries of the Registrant

 Incorporated by reference to the Company's Form 10-K as filed with the SEC on February 29, 2024

 Exhibit No.

 Description of Exhibit

 Location

 23.1

 Consent of Independent Registered Public Accounting Firm - Stephano Slack LLC

 23.2

 Consent of Independent Registered Public Accounting Firm - Morison Cogen LLP

 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 with the Form 10-K

 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 with the Form 10-K

 97.1

 Compensation Clawback Policy

 Incorporated by reference to the Company's Form 10-K as filed with the SEC on February 29, 2024

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 + Certain identified portions of this exhibit have been omitted
in accordance with Item 601(b)(10)(iv) of Regulation S-K.

 SIGNATURES

 Pursuant to the requirements of
Section 13 or 15(d) 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.

 By:

 /s/ James S. Marcelli

 James S. Marcelli,

 Chief Financial Officer, Chief Operating Officer

 (Principal Financial Officer)

 Date: March 27, 2025