Business Context and Reporting Period
This Form 8-K Current Report covers events occurring on January 29, 2016, and February 1, 2016, for Lightwave Logic, Inc. The filing details the entry into a new material definitive agreement and the termination of a prior agreement with Lincoln Park Capital Fund, LLC (LPC).
Key Financial Metrics and Agreements
- Commitment Amount: A new $20 million purchase agreement was signed with LPC.
- Commitment Fee: The Company issued 350,000 shares of common stock to LPC as an upfront commitment fee.
- Future Issuance: Up to 650,000 additional shares may be issued pro rata if the full $20 million commitment is purchased.
- Purchase Terms: The Company may sell up to 100,000 shares per regular sale (potentially 200,000 under certain conditions) over a 36-month period. The maximum per sale is capped at $500,000.
- Pricing: Share prices are based on prevailing market prices with no fixed discount and no upper price limit.
- Use of Proceeds: Expected to be used for any corporate purpose at the Company's sole discretion.
The filing does not provide specific revenue, profit, cash flow, margin, or debt figures for the reporting period.
Material Changes
- New Agreement: Execution of a $20 million Purchase Agreement and Registration Rights Agreement with LPC on January 29, 2016.
- Termination: On February 1, 2016, the Company terminated a previous $20 million Purchase Agreement and Registration Rights Agreement dated June 6, 2013, with LPC.
- Termination Costs: The Company will not incur any early termination penalties regarding the 2013 agreement.
Outlook, Risks, and Management Commentary
- Management Discretion: The Company retains sole discretion over the timing and amount of any future sales of shares to LPC. The agreement may be terminated by the Company at any time without cost.
- Investor Restrictions: LPC has covenanted not to engage in any direct or indirect short selling or hedging of the Company's common stock.
- Regulatory Status: The ability to sell shares is contingent upon the SEC declaring the registration statement effective.
Key Facts for Investor Verification
- Verify the effective date of the registration statement required to enable share sales under the new agreement.
- Confirm the dilution impact of the 350,000 shares issued as a commitment fee and the potential 650,000 future shares.
- Review the full text of the Purchase Agreement (Exhibit 10.1) for specific conditions regarding the increase of share sales from 100,000 to 200,000 per transaction.
- Monitor whether the Company exercises its right to terminate the new agreement without cost.