Lightwave Logic Inc (LWLG)

[XenaLives]

I don't think so...

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Updated Requirements for Group Formation
Sections 13(d)(3) and 13(g)(3) of the Exchange Act and Rule 13d-5 under the Exchange Act provide that two or more persons or entities beneficially owning shares of registered securities may be deemed to have formed a “group,” which acts as a “person” for purposes of beneficial ownership reporting. However, as the SEC has explained, “the determination of whether coordinated efforts” among such “persons constitutes a group subject to regulation as a single ‘person’” has largely been a “question of fact.”

The SEC is proposing amending Rule 13d-5 to align it more with the text of Sections 13(d)(3) and 13(g)(3) of the Exchange Act. These changes intend to remove the implication that an express agreement by two parties to act together is a requirement for formation of a group.

The SEC’s proposed changes also clarify the circumstances under which two or more persons have formed a “group” to include, among other things, “tipper-tippee” relationships in which a person shares nonpublic information about an upcoming Schedule 13D filing with another person who subsequently purchases the issuer’s securities based on such information. The proposed amendments also expressly attribute “acquisitions made by a group member after the date of group formation … to the group once the collective beneficial ownership among group members exceeds [5%] of a covered class.”

Additionally, the proposed changes clarify certain circumstances under which two or more persons may engage in conduct without becoming subject to group reporting requirements. Notably, the proposed amendments exempt investors that communicate with other shareholders, or the issuer, from “group” status when such communications are not undertaken with the purpose or effect of changing or influencing control of the issuer.

https://www.skadden.com/insights/publications/2022/02/sec-proposes-changes-to-beneficial-ownership-reporting