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Re: CarlinNM post# 138020

Tuesday, 04/11/2023 5:40:44 PM

Tuesday, April 11, 2023 5:40:44 PM

Post# of 208584
This seems to answer it: A "material definitive agreement" must be disclosed on the 8k. See https://www.sec.gov/rules/final/33-8400.htm#seciid I found the following definition, which given the history of LIghtwave Logic would seem to require ANY kind of deal that is expected to result in even small revenue to be reported:

The Materiality Analysis
So, how can amulti-billion dollar agreement not be material such that full disclosure is not required? Materiality, in a contract disclosure context, possesses the same elusive qualities as it does elsewhere in the securities laws. The term "material" is defined neither under Item 1.01 of Form 8-K nor under Items 601(b)(2) or (b)(10) of Regulation S-K. Thus, companies must look instead to general standards of materiality as defined in SEC rules, judicial decisions, and administrative guidance. Citing TSC Industries v. NortFiway, Inc., 426 U.S. 438, 449 (1976) and Basic, Inc. v. Levinson, 485 U.S. 224, 231 (1988), the SEC Staff has stated that information is material if "there is a substantial likelihood that a reasonable shareholder would consider it important in making an investment decision. To fulfill the materiality requirement, there must be a substantial likelihood that a fact would have been viewed by the reasonable investor as having significantly altered the 'total mix' of information made available."5 By its very nature this opaque definition ascribed to materiality precludes reliance on bright line rules or any precise formula, requiring instead acase-by-case analysis of both quantitative and qualitative factors.

https://www.gibsondunn.com/wp-content/uploads/documents/publications/Moloney-Titera-Hill-Whats-the-Big-Deal-Deal-Lawyers-2014.11.pdf

My philosophy is to just be honest and balanced, and let the market decide if it agrees or not.

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