Lightwave Logic Inc (LWLG)

[ProfitScout]

LWLG 8K Filing today. Looks like they did a nice job of funding the company here with minimal dilution to shareholders.

http://www.pinksheets.com/edgar/GetFilingHtml?FilingID=6671634

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT


Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): June 25, 2009


Lightwave Logic, Inc.

................................................................................................................................................

(Exact name of registrant as specified in its charter)


Nevada
0-52567
82-049-7368

...............................................................................................................................................

(State or other jurisdiction
(Commission
(IRS Employer

of incorporation)
File Number)
Identification No.)



121 Continental Drive, Suite 110, Newark, Delaware
19713

...............................................................................................................................................

(Address of principal executive offices)
(Zip Code)





Registrant's telephone number, including area code: 302-356-2717




...............................................................................................................................................

(Former name or former address, if changed since last report)




Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:




[ ]

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))






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Item 3.02

Unregistered Sales of Equity Securities




The registrant issued the following shares of its unregistered securities:




1.

2,479,500 shares of common stock were sold to accredited investors pursuant to a private offering that opened on June 10, 2009 and closed on June 20, 2009. The shares were offered at approximately $0.345 per share for an aggregate amount of $855,000. The registrant relied on Section 4(2) and Rule 506 of Regulation D of the Securities Act since the transaction did not involve any public offering.




2.

261,000 shares of common stock were issued on June 12, 2009 to in exchange for professional services valued at $90,000 or approximately $0.345 per share. The registrant relied on Section 4(2) of the Securities Act since the transaction did not involve any public offering.




3.

Warrants to purchase 464,000 shares of the registrant’s common stock, at an exercise price of $0.345 per share, were issued in exchange for professional services. The warrants are exercisable as follows: 46,400 shares vested immediately and 417,600 shares vest in 18 equal monthly installments of 23,200 shares per month commencing on the first day of each month commencing on July 1, 2009. The warrants expire on June 11, 2012. The registrant relied upon Section 4(2) of the Securities Act since the transaction did not involve any public offering.




No underwriters were utilized and no commissions or fees were paid with respect to any of the above transactions.




Item 7.01

Regulation FD Disclosure




On June 25, 2009, the registrant issued a press release announcing the completion of its private offering. The full text of the press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference.




Item 9.01

Financial Statements and Exhibits


Exhibit No.

Description




99.1

Press release dated June 25, 2009









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SIGNATURES




Pursuant to the requirements of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.




LIGHTWAVE LOGIC, INC.




By: /s/ James S. Marcelli

----------------------------------

James S. Marcelli




Dated June 25, 2009











Exhibit 99.1




For Immediate Release




Lightwave Logic Announces Completion of Private Placement




Supports key initiatives toward commercialization of “Next generation Electro-Optic Material Platform”


NEWARK, Del., June 25, 2009 - Lightwave Logic, Inc. (OTC Bulletin Board: LWLG) a technology company focused on the development of electro-optic polymer materials for applications in high speed fiber-optic telecommunications and optical computing, announced today that it has completed its most recent capital raise. Gross proceeds from the private common stock offering totaled $855,000. No commissions or fees were paid in connection with the offering.


“We were pleased to complete this offering, which enables us to move forward with a number of initiatives over the coming quarters,” said Jim Marcelli, chief executive officer of Lightware Logic. “We remain on target to complete the prototype phase modulator—our next generation Electro-Optic Material Platform—in the third quarter of this year. At the same time, scientists at major universities continue critical independent performance testing and material characterization of the platform. Finally, we expect to build functional prototypes of 40 Gb/s and 100 Gb/s modulators during the first half of 2010.




“These initiatives and timetables reflect a focused strategy to commercialize our platform with the requisite optical and thermal stability for the electro-optical materials market, which is expected to exceed $10 billion in 2010,” said Mr. Marcelli.




Earlier this month, the company announced that it had begun building the initial prototype of a phase modulator for its “Next-Generation Electro-Optic Material Platform.” The platform will support new applications over the next several years for the military, aerospace, fiber optic telecommunications and optical computing market segments. Some of the exciting applications include high speed, long reach communication modulators, image recognition, speech recognition and supercomputers.


About Light wave Logic, Inc.


Lightwave Logic, Inc. is a development stage company, moving toward prototype demonstration and commercialization of its high-activity, high-stability organic polymers for applications in electro-optical device markets. Electro-optical devices convert data from electric signals into optical signals for use in high-speed fiber-optic telecommunications systems and optical computers. Please visit the Company's website, www.lightwavelogic.com , for more information.




Safe Harbor Statement




The information posted in this release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify these statements by use of the words “may,” “will,” “should,” “plans,” “explores,” “expects,” “anticipates,” “continue,” “estimate,” “project,” “intend,” and similar expressions. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected or anticipated. These risks and uncertainties include, but are not limited to, general economic and business conditions, effects of continued geopolitical unrest and regional conflicts, competition, changes in technology and methods of marketing, delays in completing various engineering and manufacturing programs, changes in customer order patterns, changes in product mix, continued success in technological advances and delivering technological innovations, shortages in components, production delays due to performance quality issues with outsourced components, and various other factors beyond the Company’s control.


For more information contact:
Jim Marcelli, CEO
302-356-2717


[e-mail]