Lightwave Logic, Inc.

SEPTEMBER 30, 2025 AND 2024

NOTE 1 –NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Financial Statements

The accompanying unaudited financial statements have been prepared by Lightwave Logic, Inc. (the “Company”). These statements include all adjustments (consisting only of its normal recurring adjustments) which management believes necessary for a fair presentation of the statements and have been prepared on a consistent basis using the accounting polices described in the Summary of Significant Accounting Policies included in the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as amended, as originally filed with the Securities and Exchange Commission on March 18, 2025 and Amendment No. 1 to the Form 10-K filed on March 28, 2025 (the “2024 Annual Report”). Certain financial information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission, although the Company firmly believes that the accompanying disclosures are adequate to make the information presented not misleading. The financial statements should be read in conjunction with the financial statements and notes thereto included in the 2024 Annual Report. The interim operating results for the three and nine months ending September 30, 2025 may not be indicative of operating results expected for the full year.

History and Nature of Business

Lightwave Logic, Inc is a technology platform company leveraging its proprietary engineered electro-optic (EO) polymers, named Perkinamine® to transmit data at higher speeds with less power in a small form factor. The Company’s high activity and high stability organic polymers allow it to create next-generation photonic EO devices that convert data from electrical signals into light/optical signals for applications in telecommunications, and for data transmission potentially used to support generative AI.

The Company's first revenue stream is from a technology material supply and licensing agreement that incorporates the Company's patented electro-optic polymer materials for use in manufacturing photonic devices. Currently, the Company is in various stages of materials development and evaluation with potential customers and strategic partners. The Company expects to continue to obtain revenue from technology licensing agreements, and to obtain additional revenue from technology transfer agreements and direct sale of its electro-optic materials.

The Company’s current development activities are subject to significant risks and uncertainties, including failing to secure additional funding to operationalize the Company’s technology now under development.

Lightwave Logic, Inc. was organized under the laws of the State of Nevada in 1997, and it commenced with its current business plan in 2024.

Fair Value of Financial Instruments

The carrying value of the Company’s short-term financial instruments such as cash, accounts receivable, prepaid expenses and other assets, accounts payable and accrued expenses approximate their fair values because of their short maturities.

Revenue Recognition and Contract Liability

The Company recognizes revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers. Under ASC 606, revenue is recognized when control of goods or services is transferred to a customer in an amount that reflects the consideration to which the Company expects to be entitled.

LIGHTWAVE LOGIC, INC.NOTES TO FINANCIAL STATEMENTSSEPTEMBER 30, 2025 AND 2024

Revenue Recognition and Contract Liability (Continued)

To achieve this, the Company applies the five-step model:

The Company’s primary revenue stream includes technology license and material supply agreements.

Technology License and Material Supply Agreements

The Company enters into technology license and material supply agreements, under which it grants customers a non-exclusive, royalty-bearing license to use its patented electro-optic polymer technology (the “Licensed Product”). The Company also supplies proprietary polymers to licensees for use in their manufacturing of photonic devices.

The Company assesses whether the license and the supply of proprietary polymers represent distinct performance obligations. Based on this assessment, the Company has determined that the license and material supply are not distinct for financial reporting purposes because they are highly interdependent. Accordingly, the Company accounts for these as a single performance obligation.

Revenue under these agreements is recognized as follows:

Upfront License Fees – Nonrefundable upfront license fees are recorded as contract liability and recognized on a pro-rata basis over the contract term.

Minimum Annual Royalties – Fixed royalty payments required under the contract are also recognized on a pro-rata basis over the contract term.

Variable Royalties – Royalties exceeding the minimum annual amount are recognized when earned, typically when the licensee’s sales exceed the minimum threshold.

Milestone Payments – Recognized only when the contractual milestone is achieved, such as when the licensee sells a specified number of units of the Licensed Product.

Contract Costs

The Company capitalizes incremental costs to obtain contracts if they are expected to be recoverable, in accordance with ASC 340-40, Other Assets and Deferred Costs – Contracts with Customers. These capitalized costs are amortized over the expected contract term in a manner consistent with the related revenue recognition.

Contract Liability

Contract liability represents amounts received in advance for performance obligations not yet satisfied, including nonrefundable upfront license fees. The Company recognizes contract liability revenue as revenue when the related performance obligations are satisfied.

Cost of Sales

Cost of sales consists of labor costs, material costs and manufacturing overhead costs associated with the production of materials transferred to the customer under the technology license and material supply agreement at the Company’s facility.

LIGHTWAVE LOGIC, INC.NOTES TO FINANCIAL STATEMENTSSEPTEMBER 30, 2025 AND 2024

Stock-based Payments

The Company accounts for stock-based compensation underthe provisions of FASB ASC 718, "Compensation - Stock Compensation," which requires the measurement and recognition of compensation expense for all stock-based awards made to employees and directors based on estimated fair values on the grant date. The fair value of restricted stock awards and units is estimated by the market price of the Company’s common stock at the date of grant. Restricted stock awards and units are being amortized to expense over the shorter of the requisite service period or the actual vesting period. Performance stock units are subject to both performance-based and service vesting requirements. The grant-date fair value of performance stock units is based on the fair value of the Company’s stock on a grant date and is recognized over the service period based on an assessment of the likelihood that the applicable performance goals will be achieved, and compensation expense is periodically adjusted based on actual and expected performance. The Company estimates the fair value of option and warrant awards on the date of grant using the Black-Scholes model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the shorter of the requisite service period or the actual vesting period, using the straight-line method. Consistent with the accounting requirement for employee share-based payment awards, nonemployee share-based payment awards within the scope of Topic 718 are measured at grant-date fair value of the equity instruments that an entity is obligated to issue when the good has been delivered or the service has been rendered and any other conditions necessary to earn the right to benefit from the instruments have been satisfied.

The Company has elected to account for forfeiture of stock-based awards as they occur.

Loss Per Share

The Company follows FASB ASC 260, “Earnings per Share,” resulting in the presentation of basic and diluted earnings per share. Because the Company reported a net loss in 2025 and 2024, common stock equivalents, including stock options and warrants were anti-dilutive; therefore, the amounts reported for basic and dilutive loss per share were the same.

Comprehensive Loss

The Company follows FASB ASC 220.10, “Reporting Comprehensive Income (Loss).” Comprehensive loss is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net loss. Since the Company has no items of other comprehensive loss, comprehensive loss is equal to net loss.

Recently Issued Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued Accounting Standards Update (ASU) 2023-09 – Income Taxes (Topic 740), which requires disclosures related to the rate reconciliation and income taxes paid disclosures improve the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. The other amendments in this update improve the effectiveness and comparability of disclosures by (1) adding disclosures of pretax income (or loss) and income tax expense (or benefit) to be consistent with U.S. Securities and Exchange Commission (SEC) Regulation S-X 210.4-08(h), Rules of General Application—General Notes to Financial Statements: Income Tax Expense, and (2) removing disclosures that no longer are considered cost beneficial or relevant. For public business entities, the amendments in this update are effective for annual periods beginning after December 15, 2024. The Company is adopting the guidance for the annual reporting period ended December 31, 2025 and does not expect this ASU to have a material impact on its year-end disclosures.

LIGHTWAVE LOGIC, INC.NOTES TO FINANCIAL STATEMENTSSEPTEMBER 30, 2025 AND 2024

Recently Issued Accounting Pronouncements Not Yet Adopted (Continued)

ASU 2024-03 – Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40) requires disclosure, in the notes to financial statements, of specified information about certain costs and expenses, such as the amounts of purchases of inventory, employee compensation, depreciation, intangible asset amortization, included in each relevant expense caption; disclosure of a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively; and disclosure of the total amounts of selling expenses. For public business entities, the amendments in this update are effective for annual periods beginning after December 15, 2026 and interim reporting periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is evaluating the impact of this ASU on its financial statement disclosures.

On July 4, 2025, the U.S. enacted H.R. 1 “A bill to provide for reconciliation pursuant to Title II of H. Con. Res. 14.” The bill contains a broad range of tax reform provisions affecting businesses. The Company is currently evaluating the full effects of the legislation on the Company's estimated annual effective tax rate, deductibility of certain R&D expenses, and Section 174 costs capitalization methodology.

NOTE 2 –MANAGEMENT’S PLANS

The Company’s future expenditures and capital requirements will depend on numerous factors, including: the progress of our research and development efforts; the rate at which the Company can, directly or through arrangements with original equipment manufacturers, introduce and sell its polymer materials technology; the costs of filing, prosecuting, defending and enforcing any patent claims and other intellectual property rights; market acceptance of the Company’s products and competing technological developments; and the Company’s ability to establish cooperative development, joint venture and licensing arrangements. The Company expects that it will incur approximately $2,200,000 of expenditures per month over the next 12 months. The Company’s current cash position enables it to finance its operations through March 2027. On March 17, 2025, the Company entered into a purchase agreement with an institutional investor to sell up to $30,000,000 of common stock over a 36-month period (described in Note 9). As of the date of this filing, pursuant to the purchase agreement, the Company has received $3,237,005, and the remaining available amount of $26,762,995 is available to the Company per the agreement. On December 9, 2022, the Company entered into a sales agreement with an investment banking company whereby the Company may offer and sell shares of its common stock having an aggregate offering price of up to $35,000,000 from time to time through or to the investment banking company, as sales agent or principal (described in Note 9). As of the date of this filing, pursuant to the sales agreement, the Company has received $22,081,511, and the remaining available amount of $12,235,261 is available to the Company per the agreement. The Company's first commercial agreement occurred in May 2023 from a material supply and license agreement that incorporates the Company's patented electro-optic polymer materials for use in manufacturing photonic devices(described in Note 3). For the three and nine months ended September 30, 2025, the Company recognized $29,166 and $77,688 in revenue related to this agreement, respectively. The Company’s cash requirements are expected to increase at a rate consistent with the Company’s path to revenue as it expands its activities and operations with the objective of increasing its revenue stream from commercialization of its electro-optic polymer technology. The Company currently has no debt to service.

NOTE 3 –REVENUE

The Company's first commercial agreement occurred in May 2023, in the form of a four-year material supply and license agreement (the “License Agreement”) that incorporates the Company's patented electro-optic polymer materials for use in manufacturing of photonic devices (the “Licensed Product”). The licensee shall pay the Company a running royalty with a minimum royalty paid on an annual basis over the term of the License Agreement and milestone license fees. The License Agreement is a non-exclusive material supply and license agreement.

LIGHTWAVE LOGIC, INC.NOTES TO FINANCIAL STATEMENTSSEPTEMBER 30, 2025 AND 2024

NOTE 3 – REVENUE (CONTINUED)

The Company anticipates that additional future revenue will be generated from royalties from the licensee’s sale of Licensed Product that exceed the minimum royalty payments and milestone license fees.

During 2024, the Company performed device processing work for a customer.

Timing of Revenue Recognition and Contract Balances

Revenues related to the initial license fee and a minimum annual royalty are recognized over time commencing with the License Agreement in May 2023. An up-front license fee in the amount of $50,000 was paid during the period ended December 31, 2023. $10,708 and $23,208 of this amount is recorded as a contract liability in current liabilities on the Company’s balance sheets as of September 30, 2025 and December 31, 2024, respectively. For the three months ended September 30, 2025 and 2024, the Company recognized $29,166 and $22,916 in revenue related to this agreement, respectively. For the nine months ended September 30, 2025 and 2024, the Company recognized $77,688 and $58,938, in revenue related to this agreement, respectively.

In March 2024, the Company completed device processing work on the devices supplied by a customer. Revenue for this contract was recognized at the time of shipment of the devices back to the customer and amounted to $0 and $13,750 for the three and nine months ended September 30, 2024, respectively.

Contract balances are as follows:

Significant changes in the contract balances for the nine months ended September 30, 2025 are as follows:

Assets Recognized for the Costs to Obtain a Contract

There are no assets recognized for the costs to obtain the License Agreement.

LIGHTWAVE LOGIC, INC.NOTES TO FINANCIAL STATEMENTSSEPTEMBER 30, 2025 AND 2024

NOTE 4 –PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets consist of the following:

NOTE 5 –PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

LIGHTWAVE LOGIC, INC.NOTES TO FINANCIAL STATEMENTSSEPTEMBER 30, 2025 AND 2024

NOTE 5 – PROPERTY AND EQUIPMENT (CONTINUED)

Depreciation expense for the three months ended September 30, 2025 and 2024 was $464,224 and $386,981, respectively. Depreciation expense for the nine months ended September 30, 2025 and 2024 was $1,353,904 and $1,148,472, respectively. During the three months ended September 30, 2025, the Company did not dispose of or retire property and equipment. During the nine months ended September 30, 2025, the Company traded in property and equipment with a cost and accumulated depreciation of $25,140 for a gain of $28,800. During the three months ended September 30, 2024, the Company did not retire any property and equipment. During the nine months ended September 30, 2024, the Company retired property and equipment with a cost of $169,010 and accumulated depreciation of $165,844 for a loss of $3,166.

NOTE 6 –INTANGIBLE ASSETS

Intangible assets represent legal fees and patent fees associated with the prosecution of patent applications. The Company has recorded amortization expense on patents granted, which are amortized over the remaining legal life. Maintenance patent fees are paid to a government patent authority to maintain a granted patent in force. Some countries require the payment of maintenance fees for pending patent applications. Maintenance fees paid after a patent is granted are expensed, as these are considered ongoing costs to “maintain a patent”. Maintenance fees paid prior to a patent grant date are capitalized to patent costs, as these are considered “patent application costs”. No amortization expense has been recorded on the remaining patent applications since patents on these applications have yet to be granted.

Intangible assets consist of the following:

Amortization expense for the three months ended September 30, 2025 and 2024 was $27,297 and $48,921, respectively. Amortization expense for the nine months ended September 30, 2025 and 2024 was $80,706 and $92,167, respectively. During the three and nine months ended September 30, 2025, the Company retired certain expired patent applications with a cost of $34,425 for a loss of $34,425. During the three and nine months ended September 30, 2024, the Company retired certain expired patent applications and patents with a cost of $217,176 and accumulated amortization of $6,902 for a loss of $210,274.

LIGHTWAVE LOGIC, INC.NOTES TO FINANCIAL STATEMENTSSEPTEMBER 30, 2025 AND 2024

**NOTE 7 –LEASES **

On October 30, 2017, the Company entered into a lease agreement (the “Lease”) to lease approximately 13,420 square feet of office, chemistry, clean room and research and development space located in Colorado for the Company’s principal executive offices and research and development facility. The term of the lease was sixty-one (61) months, beginning on November 1, 2017 and ending on November 30, 2022. In January 2022, the term was extended for an additional twenty-four (24) months.

On November 22, 2022, the Company entered into an amendment to the Lease (“the Amended Lease”) to lease an additional approximately 9,684 square feet of adjacent office and warehouse space. The term of the Amended Lease is one hundred twenty-eight (128) months, with an effective date of June 1, 2023. Base rent through January 31, 2024 of the Amended Lease term was approximately $30,517 per month. The base rent for the next full year of the Amended Lease term is approximately $377,288, with an increase in annual base rent of approximately 3% in each subsequent year of the lease term. Commencing on June 1, 2023, monthly installments of base rent and one-twelfth of landlord’s estimate of tenant’s proportionate share of annual operating expenses shall be due on the first day of each calendar month. The Amended Lease also provides an allowance of up to $43,216 to be used solely for the cost of renovations to the additional lease premises.

For purposes of calculating operating lease liability, lease term includes the initial non-cancelable term plus any term under renewal options that are reasonably assured. Any rent escalations, along with rent abatements, are included in the computation of rent expense calculated on a straight-line basis over the lease term. The interest rate implicit in lease contracts is typically not readily determinable and as such the Company uses the appropriate incremental borrowing rate based on information available at the lease commencement date in determining the present value of the lease payments.

Undiscounted future minimum lease payments under the Amended Lease as of September 30, 2025, by year and in aggregate, including the extended term, are as follows:

The Company has elected not to recognize right-of-use assets and lease liabilities arising from short-term leases. There are no other material operating leases.

LIGHTWAVE LOGIC, INC.NOTES TO FINANCIAL STATEMENTSSEPTEMBER 30, 2025 AND 2024

NOTE 7 – LEASES (CONTINUED)

The following table presents weighted average assumptions used to compute the Company’s right-of-use assets and lease liabilities:

As of September 30, 2025, current operating leases had remaining terms between 3 months and 8.3 years, with some leases having options to extend the lease terms.

Current lease agreements do not contain any residual value guarantees or material restrictive covenants. As of September 30, 2025, the Company did not have any finance leases.

Operating and short-term lease costs totaling $87,353 and $26,784 are included in research and development and general and administrative expense, respectively, for the three months ended September 30, 2025. Operating and short-term lease costs totaling $110,011 and $25,405 are included in research and development and general and administrative expenses, respectively, for the three months ended September 30, 2024. Operating and short-term lease costs totaling $284,474 and $80,353 are included in research and development and general and administrative expense, respectively, for the nine months ended September 30, 2025. Operating and short-term lease costs totaling $403,690 and $76,211 are included in research and development and general and administrative expenses, respectively, for the nine months ended September 30, 2024.

**NOTE 8 –INCOME TAXES **

There isno income tax benefit for the losses for the three and nine months ended September 30, 2025 and 2024 since management has determined that the realization of the net deferred tax asset is not assured and has created a valuation allowance for the entire amount of such benefits.

The Company’s policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the statement of operations. As of January 1, 2025, the Company hadno unrecognized tax benefits, or any tax related interest or penalties, and it does not expect significant changes in the amount of unrecognized tax benefits to occur within the next twelve months. There wereno changes in the Company’s unrecognized tax benefits during the three- and nine-month period ended September 30, 2025. The Company didnot recognize any interest or penalties during 2025 related to unrecognized tax benefits.

With few exceptions, the U.S. and state income tax returns filed for the tax years ending on December 31, 2021 and thereafter are subject to examination by the relevant taxing authorities. Net operating loss (NOL) carryforwards are subject to examination in the year they are utilized regardless of whether the tax year in which they are generated has been closed by the statute. The amount subject to disallowance is limited to the NOL utilized. Accordingly, the Company may be subject to examination for prior NOLs generated as such NOLs are utilized.

LIGHTWAVE LOGIC, INC.NOTES TO FINANCIAL STATEMENTSSEPTEMBER 30, 2025 AND 2024

NOTE 9 –STOCKHOLDERS’ EQUITY

Preferred Stock

Pursuant to the Company’s Articles of Incorporation, the Company’s Board of Directors is empowered, without stockholder approval, to issue series of preferred stock with any designations, rights and preferences as they may from time to time determine. The rights and preferences of this preferred stock may be superior to the rights and preferences of the Company’s common stock; consequently, preferred stock, if issued could have dividend, liquidation, conversion, voting or other rights that could adversely affect the voting power or other rights of the common stock. Additionally, preferred stock, if issued, could be utilized, under special circumstances, as a method of discouraging, delaying or preventing a change in control of the Company’s business or a takeover from a third party.

Common Stock

On July 26, 2024, the Company filed a new $100,000,000 universal shelf registration statement with the U.S. Securities and Exchange Commission which became effective on August 5, 2024.

On February 28, 2023, the Company entered into a purchase agreement with an institutional investor to sell up to $30,000,000 of common stock over a 36-month period. Concurrently with entering into the purchase agreement, the Company also entered into a registration rights agreement which provides the institutional investor with certain registration rights related to the shares issued under the purchase agreement. Pursuant to the purchase agreement, the Company issued 50,891 shares of common stock to the institutional investor as an initial commitment fee valued at $279,391 fair value, and 101,781 shares of common stock were reserved for additional commitment fees to the institutional investor in accordance with the terms of the purchase agreement.

During the period February 28, 2023 through September 30, 2025, the institutional investor purchased 7,756,336 shares of common stock for proceeds of $30,000,000 and the Company issued 101,781 shares of common stock as additional commitment fee, valued at $518,265 fair value, leaving zero in reserve for additional commitment fees. During the three-month period ended September 30, 2025, pursuant to the purchase agreement, the institutional investor purchased 0 shares of common stock. During the three-month period ended September 30, 2024, pursuant to the purchase agreement, the institutional investor purchased 650,000 shares of common stock for proceeds of $1,680,300 and the Company issued 5,701 shares of common stock as additional commitment fee, valued at $15,873 fair value. During the nine-month period ended September 30, 2025, pursuant to the purchase agreement, the institutional investor purchased 1,035,881 shares of common stock for proceeds of $1,486,983 and the Company issued 5,046 shares of common stock as additional commitment fee, valued at $8,029 fair value. During the nine-month period ended September 30, 2024, pursuant to the purchase agreement, the institutional investor purchased 2,600,000 shares of common stock for proceeds of $9,175,900 and the Company issued 31,132 shares of common stock as additional commitment fee, valued at $121,833 fair value. As of September 30, 2025, no amounts remain available under this purchase agreement.

LIGHTWAVE LOGIC, INC.NOTES TO FINANCIAL STATEMENTSSEPTEMBER 30, 2025 AND 2024

NOTE 9 – STOCKHOLDERS’ EQUITY (CONTINUED)

Common Stock (Continued)

On March 17, 2025, the Company entered into a new purchase agreement with the same institutional investor to sell up to $30,000,000 of common stock over a 36-month period. Concurrently with entering into the purchase agreement, the Company also entered into a registration rights agreement which provides the institutional investor with certain registration rights related to the shares issued under the purchase agreement. Pursuant to the purchase agreement, the Company issued 245,098 shares of common stock to the institutional investor as an initial commitment fee valued at $222,990 fair value, and 490,196 shares of common stock were reserved for additional commitment fees to the institutional investor in accordance with the terms of the purchase agreement.

During the three-month period ended September 30, 2025, pursuant to the purchase agreement, the institutional investor purchased 1,250,000 shares of common stock for proceeds of $2,318,505 and the Company issued 37,884 shares of common stock as additional commitment fee, valued at $80,210 fair value. During the nine-month period ended September 30, 2025, pursuant to the purchase agreement, the institutional investor purchased 1,900,000 shares of common stock for proceeds of $3,006,505 and the Company issued 49,126 shares of common stock as additional commitment fee, valued at $93,021 fair value. During October and November 2025, pursuant to the purchase agreement, the institutional investor purchased 50,000 shares of common stock for proceeds of $230,500 and the Company issued 3,766 shares of common stock as additional commitment fee, valued at $17,813 fair value, leaving 437,304 in reserve for additional commitment fees.

On December 9, 2022, the Company entered into a sales agreement with an investment banking company. In accordance with the terms of this sales agreement, the Company may offer and sell shares of its common stock having an aggregate offering price of up to $35,000,000 from time to time through or to the investment banking company, as sales agent or principal. Sales of shares of the Company’s common stock, if any, may be made by any method deemed to be an “at-the-market offering”. The sales agent is entitled to compensation under the terms of the sales agreement at a commission rate equal to 3% of the gross proceeds of the sales price of common stock that they sell.

During the three-month period ended September 30, 2025, pursuant to the sales agreement, the investment banking company sold 4,673,694 shares of the Company’s common stock for proceeds of $13,870,294 after a payment of the commission in the amount of $428,981 to the investment banking company. During the three-month period ended September 30, 2024, pursuant to the sales agreement, the investment banking company sold 75,000 shares of the Company’s common stock for proceeds of $215,018 after a payment of the commission in the amount of $6,651 to the investment banking company. During the nine-month period ended September 30, 2025, pursuant to the sales agreement, the investment banking company sold 5,042,105 shares of the Company’s common stock for proceeds of $14,377,542 after a payment of the commission in the amount of $444,670 to the investment banking company. During the nine-month period ended September 30, 2024, pursuant to the sales agreement, the investment banking company sold 202,150 shares of the Company’s common stock for proceeds of $714,901 after a payment of the commission in the amount of $22,112 to the investment banking company. During October and November 2025, pursuant to the sales agreement, the investment banking company sold 843,748 shares of the Company’s common stock for proceeds of $4,408,115 after a payment of the commission in the amount of $136,334 to the investment banking company.

LIGHTWAVE LOGIC, INC.NOTES TO FINANCIAL STATEMENTSSEPTEMBER 30, 2025 AND 2024

NOTE 10 –STOCK BASED COMPENSATION

Common Stock Options and Warrants

During 2007, the Board of Directors of the Company adopted the 2007 Employee Stock Plan (“2007 Plan”) that was approved by the shareholders. Under the 2007 Plan, the Company is authorized to grant options to purchase up to 10,000,000 shares of common stock to directors, officers, employees and consultants who provide services to the Company. The 2007 Plan is intended to permit stock options granted to employees under the 2007 Plan to qualify as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (“Incentive Stock Options”). All options granted under the 2007 Plan, which are not intended to qualify as Incentive Stock Options are deemed to be non-qualified options (“Non-Statutory Stock Options”).

Effective June 24, 2016, the 2007 Plan was terminated. As of September 30, 2025, options to purchase 350,000 shares of common stock have been issued and are outstanding under the 2007 Plan.

During 2016, the Board of Directors of the Company adopted the 2016 Equity Incentive Plan (“2016 Plan”) that was approved by the shareholders at the 2016 annual meeting of shareholders on May 20, 2016. Under the 2016 Plan, the Company is authorized to grant awards of incentive and non-qualified stock options and restricted stock to purchase up to 3,000,000 shares of common stock to employees, directors and consultants. Effective May 16, 2019, the number of shares of the Company’s common stock available for issuance under the 2016 Plan was increased from 3,000,000 to 8,000,000 shares. Effective May 25, 2023, the number of shares of the Company’s common stock available for issuance under the 2016 Plan was increased from 8,000,000 to 13,000,000 shares and awards of restricted stock units were authorized for issuance. Effective May 15, 2025, the 2016 Plan was terminated. As of September 30, 2025, options to purchase 7,601,090 shares of common stock have been issued and are outstanding,498,694 restricted shares of common stock have been granted, net of forfeitures, and 2,187,501 performance stock units have been granted under the 2016 Plan. On September 12, 2025,1,616,380 of the performance stock units held by one Company executive were converted to restricted stock units.

During 2025, the Board of Directors of the Company adopted the 2025 Equity Incentive Plan (“2025 Plan”) that was approved by the shareholders at the 2025 annual meeting of shareholders on May 15, 2025. Under the 2025 Plan, the Company is authorized to grant awards of incentive and non-qualified stock options and restricted stock to purchase up to 6,000,000 shares of common stock to employees, directors and consultants. As of September 30, 2025, options to purchase 451,250 shares of common stock have been issued and are outstanding and 1,509,842 restricted stock units have been granted under the 2025 Plan. As of September 30, 2025,4,038,908 shares of common stock remain available for grants under the 2025 Plan.

These plans are administered by the Company’s Board of Directors or its compensation committee which determines the persons to whom awards will be granted, the number of awards to be granted, and the specific terms of each grant. Options granted under the 2025 Plan are generally exercisable for a period of 10 years from the date of grant and may vest on the grant date, another specified date or over a period of time.

The Company uses the Black-Scholes option pricing model to calculate the grant-date fair value of an award, with the following assumptions for the nine-month period ended September 30, 2025: no dividend yield, expected volatility, based on the Company’s historical volatility,78.7% to 82.0%, risk-free interest rate between 4.18% to 4.48% and expected option life of 10 years, which is based on the legal contractual life of the options.

LIGHTWAVE LOGIC, INC.NOTES TO FINANCIAL STATEMENTSSEPTEMBER 30, 2025 AND 2024

Common Stock Options and Warrants (Continued)

The Black-Scholes option pricing model assumptions for nine-month period ended September 30, 2024 are as follows: no dividend yield, expected volatility, based on the Company’s historical volatility,76.3% to 77.1%, risk-free interest rate between 3.73% to 4.28% and expected option life of 10 years.

As of September 30, 2025, there was $1,882,130 of unrecognized compensation expense related to non-vested market-based share awards that is expected to be recognized through September 2028.

Share-based compensation was recognized as follows:

The following tables summarize all stock option and warrant activity of the Company during the nine months ended September 30, 2025:

The aggregate intrinsic value of options and warrants outstanding and exercisable as of September 30, 2025 was $11,894,663 and $10,597,254, respectively. The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and warrants and the closing stock price of $3.71 for the Company’s common stock on September 30, 2025. During the nine-month period ended September 30, 2025,1,692,750 options were exercised for proceeds of $250,679 andno warrants were exercised.

LIGHTWAVE LOGIC, INC.NOTES TO FINANCIAL STATEMENTSSEPTEMBER 30, 2025 AND 2024

Common Stock Options and Warrants (Continued)

Restricted Stock Awards and Units

On February 17, 2025, the executive leadership team approved a grant totaling 20,000 RSAs to a Company’s employee. Each RSA had a grant date fair value of $1.50 which shall be amortized on a straight-line basis over the vesting period into stock-based compensation expenses within the Statement of Comprehensive Loss. Such RSAs were granted under the 2016 Plan and vest in 12 quarterly installments beginning April 1, 2025.

On May 14, 2025, the executive leadership team approved a grant totaling 140,000 RSAs to certain Company employees. Each RSA had a grant date fair value of $0.99 which shall be amortized on a straight-line basis over the vesting period into stock-based compensation expenses within the Statement of Comprehensive Loss. Such RSAs were granted under the 2016 Plan and vest in 12 quarterly installments beginning June 1, 2025.

LIGHTWAVE LOGIC, INC.NOTES TO FINANCIAL STATEMENTSSEPTEMBER 30, 2025 AND 2024

Restricted Stock Awards and Units (Continued)

On June 20, 2025, the executive leadership team approved a grant totaling 180,000 Restricted Stock Units (RSUs) to a Company’s employee. Each RSU had a grant date fair value of $1.22 which shall be amortized on a straight-line basis over the vesting period into stock-based compensation expenses within the Statement of Comprehensive Loss. Such RSUs were granted under the 2025 Plan and vest in 12 quarterly installments beginning August 19, 2025.

On June 30, 2025, the Compensation Committee of the Board of Directors approved grants of 80,645 RSUs to each of the Company’s five outside directors. Each RSU had a grant date fair value of $1.24 which shall be amortized on a straight-line basis over the vesting period into stock-based compensation expenses within the Statement of Comprehensive Loss. Such RSUs were granted under the 2025 Plan and vest in 4 quarterly installments beginning July 15, 2025.

On September 2, 2025, the executive leadership team approved a grant totaling 100,000 RSUs to a Company’s employee. Each RSU had a grant date fair value of $3.56 which shall be amortized on a straight-line basis over the vesting period into stock-based compensation expenses within the Statement of Comprehensive Loss. Such RSUs were granted under the 2025 Plan and vest in 12 quarterly installments beginning December 2, 2025.

On September 12, 2025, the Compensation Committee of the Board of Directors approved grants of 826,617 RSUs to a Company’s executive. Each RSU had a grant date fair value of $3.22 which shall be amortized on a straight-line basis over the vesting period into stock-based compensation expenses within the Statement of Comprehensive Loss. Such RSUs were granted under the 2025 Plan and vest in 3 installments beginning September 12, 2026.

Upon the occurrence of a Change in Control, 100% of the unvested RSAs and RSUs shall vest as of the date of the Change in Control. Upon vesting, the restrictions on the shares lapse.

The fair value of restricted stock awards and units is estimated by the market price of the Company’s common stock at the date of grant. Restricted stock activity during the nine-month period ended September 30, 2025 is as follows:

Restricted stock awards and units are being amortized to expense over the shorter of the requisite service period or the vesting period. As of September 30, 2025 and 2024, the unamortized value of the restricted stock awards was $272,310 and $506,925, respectively. As of September 30, 2025 and 2024, the unamortized value of the restricted stock units was $8,453,072 and $0, respectively.

Performance Stock Units

On April 18, 2025, the Company granted 2,187,501 performance stock units (PSUs) subject to both performance-based and service vesting requirements to the Company’s executives. Performance vesting requirements are tied to various individual and corporate goals related to the Company’s commercialization, as measured over a one-year performance period. The grant date fair value of the PSUs granted was $2,029,126, as determined by the Company’s closing common stock price on the date of the grant. The grant date fair value per share was $0.93.

LIGHTWAVE LOGIC, INC.NOTES TO FINANCIAL STATEMENTSSEPTEMBER 30, 2025 AND 2024

Performance Stock Units (Continued)

On September 12, 2025, in conjunction with entering into a multi-year employment agreement with the Company’s Chief Executive Officer (“CEO”), the Company modified 1,616,380 of the PSUs held by the CEO by removing the performance conditions and converting the awards into RSUs, with vesting subject to continued service. Consistent with ASC 718, $258,264 compensation expense recognized from the grant date through the modification date was based on the original grant-date fair value of $0.93 per share and the probability of achieving performance conditions based on the evaluation as of the modification date. Upon the modification, the Company determined the fair values of the modified and the original awards, and the incremental fair value of $2,776,731, together with the remaining unrecognized original grant-date fair value of $1,201,043, will be recognized prospectively, over the remaining vesting period.

The Company determined that achievement of some performance conditions for the remaining PSUs is probable as of September 30, 2025, and accordingly has recognized expense for the portion of the awards expected to vest, on a straight-line basis over the requisite service period for each tranche. For the three and nine months ended September 30, 2025, the Company recorded $171,650 and $556,575 stock-based compensation expense related to the PSU vesting, respectively. As of September 30, 2025, a total of 571,121 PSUs remain outstanding. No PSUs were outstanding or expensed in the comparable periods of 2024.

**NOTE 11 –LOSS PER SHARE **

The Company calculates earnings (loss) per share ("EPS") in accordance with FASB ASC Topic 260, Earnings Per Share, which requires the presentation of both basic and diluted EPS. Basic EPS is computed by dividing the net loss available to common stockholders by the weighted-average number of common shares outstanding during the period. For periods in which a net loss from continuing operations is reported, diluted EPS is calculated as the same as basic EPS, as the inclusion of all potentially dilutive securities would be anti-dilutive. Consequently, the denominator for the diluted loss per share calculation does not include the effect of potential common shares.

Basic and diluted loss per common share for the three and nine months ended September 30, 2025 and 2024 were as follows:

For the three and nine months ended September 30, 2025, the Company excluded from the calculation of diluted loss per share 2,521,234 and 1,587,643 shares, respectively, potentially issuable for exercises of options and warrants under incentive compensation plans, as their effect, if included, would have been anti-dilutive due to the Company's net loss position. For the three and nine months ended September 30, 2024, the Company excluded from the calculation of diluted loss per share 3,848,374 and 4,072,305 shares, respectively, potentially issuable for exercises of options and warrants under incentive compensation plans, as their effect, if included, would have been anti-dilutive due to the Company's net loss position.

The calculation of diluted loss per common share also excludes non-vested restricted stock units and earned but not issued performance stock units that are anti-dilutive based upon the terms of the awards. Such shares were 653,332 and 241,865 for the three and nine months ended September 30, 2025, respectively, and zero for the three and nine months ended September 30, 2024.

LIGHTWAVE LOGIC, INC.NOTES TO FINANCIAL STATEMENTSSEPTEMBER 30, 2025 AND 2024

NOTE 12 –RELATED PARTIES

During the three- and nine-months period ended September 30, 2025, and 2024, the Company engaged in transactions with related parties, including consultants, directors, and entities affiliated with members of the Board of Directors. These transactions primarily relate to legal services, consulting fees, director compensation, accounting services, and expense reimbursements.

Related party transactions for the three and nine months ended September 30, 2025 were as follows:

Related party transactions for the three and nine months ended September 30, 2024 were as follows:

NOTE 13 – RETIREMENT PLAN

The Company established a 401(k) retirement plan covering all eligible employees beginning November 15, 2013, which was amended effective February 15, 2025. The plan offers two types of elected deferrals: pre-tax deferrals and Roth deferrals. The Company matches 100% of each participant contribution, up to 4% for all eligible employees. Matching contributions vest immediately. Participants are entitled to receive distributions of all vested amounts beginning at age 59 1/2. Matching contributions to all eligible participants charged to expense were $49,595 and $36,432 for the three months ended September 30, 2025 and 2024, respectively. Matching contributions to all eligible participants charged to expense were $135,072 and $95,524 for the nine months ended September 30, 2025 and 2024, respectively. The plan is subject to the annual IRS elective deferral limit of $23,500 per employee for 2025,$7,500 catch-up for those aged 50 and over, and $11,250 or 150% of the regular catch-up limit for those aged 60-63.

LIGHTWAVE LOGIC, INC.NOTES TO FINANCIAL STATEMENTSSEPTEMBER 30, 2025 AND 2024

NOTE 14 –SEGMENT REPORTING

The Company operates as a single reportable segment, as the Chief Operating Decision Maker (“CODM”), the Chief Executive Officer (“CEO”), evaluates the business as a whole and does not receive discrete financial information for separate business units. The CODM is responsible for evaluating financial results and making resource allocation decisions.

Measure of Segment Profit or Loss

The CODM assesses the Company's financial performance based on operating loss, which aligns with the amount reported in the statements of comprehensive loss. The following table presents a reconciliation of segment operating loss to net loss for the three- and nine-months period ended September 30, 2025 and 2024:

Significant Segment Expenses

The Company considers the following as significant expenses in evaluating its segment performance:

Entity-Wide Disclosures

NOTE 15 –CONCENTRATION OF CREDIT RISK

The Company is exposed to concentrations of credit risk primarily through its accounts receivable. As of September 30, 2025, one customer accounted for 100% of total accounts receivable. The Company performs ongoing credit evaluations of its customers and generally does not require collateral. Management believes the credit risk associated with this customer is mitigated by the customer’s financial condition and payment history.