Lightwave Logic, Inc. Announces Amendment to Sales Agreement with Roth Capital Partners

Key Highlights:

• Lightwave Logic, Inc. (NASDAQ: LWLG) has amended its Sales Agreement with Roth Capital Partners, LLC as of April 20, 2026.
• The amendment modifies the compensation structure for Roth Capital Partners, the agent responsible for facilitating sales of Lightwave Logic’s common stock.
• Legal opinion from Snell & Wilmer L.L.P. confirms the validity of the new shares to be issued under the revised agreement.
• The amendment and legal opinion have been filed with the SEC as part of a Form 8-K current report.

Details of the Amended Sales Agreement

Lightwave Logic, Inc. has entered into an amendment to its existing Sales Agreement with Roth Capital Partners, LLC. The key change brought by this amendment directly affects the fees paid to Roth Capital for the sale of Lightwave’s common stock, potentially impacting both the company’s cash flow and the net proceeds from any future equity offerings.

Amendment to Compensation Structure:

• Effective immediately, Roth Capital Partners, LLC will now receive cash compensation of up to 3% of the gross proceeds from each sale of Placement Shares that occur under the terms of the agreement.
• This replaces the prior compensation terms (details of the previous terms were not disclosed in the excerpt).

The amendment is significant for shareholders, as it clarifies the company’s cost structure for raising new equity capital. The percentage fee is a standard arrangement for “at-the-market” (ATM) offerings, but the explicit 3% fee may affect the net proceeds to Lightwave Logic from any future share sales under this program.

Legal Confirmation of Share Issuance

As part of the filing, Lightwave Logic included a legal opinion from Snell & Wilmer L.L.P. (filed as Exhibit 5.1 to the 8-K), which states:

• The shares to be issued under the amended Sales Agreement are “duly authorized for issuance,” and upon issuance, will be “validly issued, fully paid, and nonassessable.”
• This opinion is restricted to Nevada corporate law and does not extend to securities law compliance.

SEC Filing and Shareholder Impact

The company’s Form 8-K filing formally documents the amendment and related legal opinions. The filing also clarifies that the 8-K does not constitute an offer to sell or the solicitation of an offer to buy any shares, nor does it imply that such an offer or sale will occur in any jurisdiction where it is not permitted.

Potential Price-Sensitive Aspects

• Equity Issuance and Dilution: The amended agreement provides Lightwave Logic with flexibility to sell additional common stock “at the market,” which could lead to share dilution if significant amounts of stock are sold. Investors should monitor the company’s subsequent filings to track any new stock issuances under the program.
• Cost of Capital: The 3% fee payable to Roth Capital Partners reduces the net proceeds from any equity sales, potentially affecting the company’s cash runway or capital allocation plans.
• Legal Clarity: The legal opinion affirms the company’s ability to issue shares under Nevada law, reducing legal uncertainty around the ATM program.

Summary Table of Filed Exhibits

Conclusion

The amendment to the Sales Agreement and the legal opinion regarding the issuance of shares are noteworthy for investors, as they signal Lightwave Logic’s continued openness to raising capital through stock sales. The potential for share dilution and the associated fee structure are important factors for shareholders to consider, as they may impact the company’s share price and valuation, especially if substantial sales are made under this arrangement.

Disclaimer: The information provided above is a summary of a Form 8-K filing and related exhibits by Lightwave Logic, Inc. It is not investment advice. Investors should review the full SEC filings and consult with their own advisors before making investment decisions. The company’s future actions, including any actual sales of common stock, have not been detailed in this report and may be subject to market and regulatory factors.

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