Lightwave Logic, Inc.

JUNE 30, 2026 AND 2025

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

As used herein, “we,” “us,” “our,” and the “Company” refer to Lightwave Logic, Inc.

Financial Statements

The accompanying unaudited financial statements have been prepared by Lightwave Logic, Inc. 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 policies 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, 2025, as originally filed with the Securities and Exchange Commission on March 20, 2026 (the “2025 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 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 2025 Annual Report. The interim operating results for the three and six months ending June 30, 2026 may not be indicative of operating results expected for the full year.

History and Nature of Business

Lightwave Logic, Inc. is a specialty materials and intellectual property company focused on the development and commercialization of proprietary electro-optic (“EO”) polymer materials designed to enable high-speed optical modulators for data communications and other photonic applications.

Our Perkinamine® family of EO polymer materials is engineered for integration into silicon photonics (“SiPh”) and other photonic integrated circuit (“PIC”) platforms. When incorporated into device architectures, these materials are designed to support high-speed, high-bandwidth optical modulation with lower drive voltage requirements relative to certain conventional silicon-based approaches and certain other traditional photonic material systems, including III-V–based technologies. The electro-optic properties of these materials can allow shorter interaction lengths in modulator designs, which can contribute to more compact device footprints and increased integration density. In addition, our materials are intended to be compatible with complementary metal-oxide-semiconductor (“CMOS”) fabrication processes, which may facilitate integration into established semiconductor foundry workflows. Reduced drive voltage operation may enable lower system-level power consumption and simplified driver electronics in specific implementations.

We do not manufacture optical transceivers, photonic devices, or complete optical modules. Instead, our strategy is to commercialize our technology through a combination of material sales, intellectual property licensing, process design kit (“PDK”) enablement, and royalty or other fee-based arrangements tied to customer production.

Our customers and prospective customers include semiconductor foundries, silicon photonics device designers, optical module manufacturers, and system integrators serving artificial intelligence (“AI”), cloud computing, data center, and telecommunications markets. We pursue customer adoption through a structured commercialization process designed to support evaluation, integration, qualification, and production readiness within established semiconductor manufacturing ecosystems.

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.

LIGHTWAVE LOGIC, INC.NOTES TO FINANCIAL STATEMENTSJUNE 30, 2026 AND 2025

Cash, Cash Equivalents and Marketable Securities

The Company considers all highly liquid investments with a maturity date of three months or less to be cash equivalents. Marketable securities consist of highly liquid available-for-sale debt securities with maturities of greater than three months but less than 1 year when purchased.

Available-for-sale debt securities are carried at fair value, with unrealized holding gains and losses reported as a component of accumulated other comprehensive loss within stockholders' equity. Accrued interest receivable is excluded from the amortized cost basis of the securities and is included in prepaid expenses and other current assets in the accompanying balance sheets.

The Company evaluates its available-for-sale debt securities for expected credit losses in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 326. As of June 30, 2026, the Company determined that no allowance for credit losses was required. Any unrealized losses were attributable to changes in market interest rates rather than credit-related factors. The Company has elected to exclude accrued interest receivable from its estimate of credit losses and writes off uncollectible accrued interest receivable in a timely manner.

Fair Value of Financial Instruments

The Company’s financial instruments consist of cash, cash equivalents, prepaid expenses and other assets, marketable securities, accounts receivable, accounts payable and accrued expenses. The carrying values of cash, accounts receivable, prepaid expenses, accounts payable and accrued expenses approximate fair values due to the short-term nature of these instruments.

The Company measures cash equivalents and available-for-sale debt securities at fair value on a recurring basis. These instruments are classified within Level 1 or Level 2 of the fair value hierarchy based on the observability of the inputs used to determine fair value. Level 1 instruments are valued using quoted prices in active markets for identical assets. Level 2 instruments are valued using observable market-based inputs, including quoted prices for similar instruments, benchmark yields, broker/dealer quotations, and pricing models utilizing observable market data.

Revenue Recognition and Contract Liability

The Company recognizes revenue in accordance with FASB 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 STATEMENTSJUNE 30, 2026 AND 2025

Revenue Recognition and Contract Liability (Continued)

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

The Company’s primary revenue streams include technology license and material supply agreements and non-recurring engineering revenue from joint development 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.

Joint Development Agreement

The Company entered into a memorandum of agreement (“MOA”) with a customer to specify certain binding terms related to the joint development of electro-optical polymer-based modulators on silicon photonics for use in communication applications. The MOA was executed in January 2026; however, the Company commenced work under the arrangement during 2025. The development work consists of preparing reference documentation and support of a multi-project wafer chip produced at a mutually agreed upon foundry, the design and post processing of fabricated chips, and complete product verification and volume manufacturing preparation, with each party to the agreement having responsibility over various deliverables for each phase.

The Company evaluated the arrangement under ASC 808, Collaborative Arrangements, and concluded the arrangement meets the definition of a collaborative arrangement. The Company also concluded that certain promised services within the arrangement represent units of account with a customer and therefore are within the scope of ASC 606. Consideration received from the customer for such services is presented as net sales in the accompanying financial statements.

LIGHTWAVE LOGIC, INC.NOTES TO FINANCIAL STATEMENTSJUNE 30, 2026 AND 2025

Revenue Recognition and Contract Liability (Continued)

The arrangement includes development services to be performed in phases. The Company evaluated the promised goods and services within each phase and concluded they are not separately identifiable because they are highly interdependent and represent inputs to a combined output that is delivered and accepted at the phase level. Accordingly, each phase is accounted for as a single combined performance obligation. Phases 1 and 2 are within the scope of ASC 606.

Phase 1 consideration was $130,000, which the Company recognized in net sales upon completion and delivery to the customer of the Phase 1 products and services. Phase 2 consideration was $200,000, payable in installments subject to customer’s confirmation of completion and acceptance of the related deliverables. Deliverables and consideration for Phase 3 have not been determined.

The Company recognizes revenue at a point in time upon completion and customer acceptance of the phase deliverables, as applicable. Customer acceptance is considered the substantive indicator that control of the completed phase deliverables has transferred.

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. The Company evaluated costs to fulfill the joint development arrangement under ASC 340-40 and concluded such costs do not meet the capitalization criteria because the costs are not expected to be recovered through the consideration payable under the arrangement.

The Company expenses costs to fulfill the development arrangement as incurred, as the activities are not reimbursable and meet the definition of research and development under ASC 730.

Contract Liability

Contract liability represents amounts received in advance for performance obligations not yet satisfied, including non-refundable 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.

Stock-based Payments

The Company accounts for stock-based compensation under the 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.

LIGHTWAVE LOGIC, INC.NOTES TO FINANCIAL STATEMENTSJUNE 30, 2026 AND 2025

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 2026 and 2025, 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. The Company records unrealized gains and losses on available-for-sale securities as accumulated other comprehensive loss on the balance sheet. Accordingly, comprehensive loss includes both net loss and other comprehensive loss.

Recently Issued Accounting Pronouncements Not Yet Adopted

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.

**Reclassifications **

Certain reclassifications have been made to the 2025 financial statements in order to conform to the 2026 financial statement presentation.

**NOTE 2 –RESTATEMENT OF PRIOR-PERIOD FINANCIAL STATEMENTS **

Comparative financial information as of June 30, 2025 and December 31, 2025, as well as opening balance as of December 31, 2024, have been derived from the Company's previously filed amended Quarterly Report on Form 10-Q/A. As described in that filing, the Company corrected errors related to the accounting for certain non-cash stock option exercises, including errors affecting previously reported interim and historical equity balances. The accompanying comparative financial statements reflect the corrected amounts. Refer to the Company's Form 10-Q/A filed on January 20, 2026 for a complete description of the nature of the errors and the quantitative impact of the restatement.

LIGHTWAVE LOGIC, INC.NOTES TO FINANCIAL STATEMENTSJUNE 30, 2026 AND 2025

NOTE 3 –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 joint development, joint venture and licensing arrangements. Based on its current operating plan, management believes the Company's existing cash, cash equivalents and marketable securities are sufficient to fund operations through at least December 2027.

On December 15, 2025, the Company entered into an underwriting agreement with an investment bank to sell a total of 13,416,667 shares of its common stock, inclusive of the underwriter’s overallotment option. The net proceeds to the Company from this offering were $37,756,628, after deducting underwriting discounts and commissions and other offering expenses payable by the Company.

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 11). This purchase agreement was terminated on December 15, 2025. As of the termination date, the Company had received $3,646,655 pursuant to this agreement.

On December 9, 2022, the Company entered into a sales agreement with an investment banking company whereby the Company could 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. On April 20, 2026, the Company entered into an amendment to the sales agreement to increase the amount of shares of common stock that may be sold under this agreement to $51,404,500. As of June 30, 2026 and as of the date of this filing, pursuant to the sales agreement, the Company has sold $51,401,115 in shares of common stock and has $3,385 in shares remaining available to the Company per the agreement.

The Company's first commercial agreement was executed in May 2023 pursuant to 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 5). For the three and six months ended June 30, 2026, the Company recognized $32,751 and $61,918 in revenue related to this agreement, respectively.

Management expects the Company's cash requirements to increase as it continues to advance the commercialization of its electro-optic polymer technology and expand its research, development and commercial activities. The Company currently has no debt to service.

NOTE 4 –CASH EQUIVALENTS AND MARKETABLE SECURITIES

The Company invests primarily in U.S. Treasury securities and U.S. government agency securities. The following tables present the Company’s cash equivalents and marketable securities by significant investment category as of June 30, 2026:

Accrued interest receivable of $254,288 is excluded from the amortized cost basis of the available-for-sale debt securities and is included in prepaid expenses and other current assets in the accompanying balance sheet.

As of June 30, 2026, all available-for-sale marketable securities were in unrealized loss positions; however, the Company concluded that the unrealized losses were attributable to changes in market interest rates and not to credit-related factors. Accordingly, no allowance for credit losses was recorded as of June 30, 2026. In addition, none of the securities had been in a continuous unrealized loss position for more than 12 months.

As of June 30, 2026, all of the Company’s available-for-sale marketable securities had contractual maturities of less than one year. The Company did not hold any marketable securities or cash equivalents classified as available-for-sale debt securities as of December 31, 2025.

LIGHTWAVE LOGIC, INC.NOTES TO FINANCIAL STATEMENTSJUNE 30, 2026 AND 2025

NOTE 5 –REVENUE

The Company's first commercial agreement was executed 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, if applicable, royalties that exceed the minimum royalty payments and milestone license fees. The License Agreement is a non-exclusive material supply and license agreement.

In December 2025, the Company entered into a memorandum of agreement (also referred to as “joint development agreement”) under which it, along with other parties, performs its respective part of the development work to develop an electro-optical polymer-based modulator chip for use in communication applications. The development work consists of preparing reference documentation and support of a multi-project wafer chip produced at a mutually agreed upon foundry, the design and post processing of fabricated chips, and complete product verification and volume manufacturing preparation, with each party to the agreement having responsibility over various deliverables for each phase.

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. $0 and $6,541 of this amount is recorded as a contract liability in current liabilities on the Company’s balance sheets as of June 30, 2026 and December 31, 2025, respectively.

For the three months ended June 30, 2026 and 2025, the Company recognized revenue of $32,751 and $25,605, respectively, related to the License Agreement. For the six months ended June 30, 2026 and 2025, the Company recognized revenue of $61,918 and $48,522, respectively, related to the License Agreement.

Revenues related to the joint development agreement are recognized at a point of time, when control of the related performance obligations is transferred to a customer. For the three and six months ended June 30, 2026, the Company didnot recognize any non-recurring engineering revenue related to this agreement. An installment payment in the amount of $100,000 was received during the six months ended June 30, 2026 and is recorded as a contract liability in the current liabilities in the accompanying balance sheet.

Contract balances are as follows:

Significant changes in the contract balances for the six months ended June 30, 2026 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 STATEMENTSJUNE 30, 2026 AND 2025

NOTE 6 –PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets consist of the following:

NOTE 7 –PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

LIGHTWAVE LOGIC, INC.NOTES TO FINANCIAL STATEMENTSJUNE 30, 2026 AND 2025

NOTE 7 – PROPERTY AND EQUIPMENT (CONTINUED)

Depreciation expense for the three months ended June 30, 2026 and 2025 was $471,639 and $461,228, respectively. Depreciation expense for the six months ended June 30, 2026 and 2025 was $949,475 and $889,680, respectively. During the three and six months ended June 30, 2026 and during the three months ended June 30, 2025, the Company didnot retire or dispose of any property and equipment. During the six months ended June 30, 2025, the Company traded in property and equipment with a cost and accumulated depreciation of $25,140 for a gain of $28,800.

NOTE 8 –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 is recorded for 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 June 30, 2026, and 2025 was $19,260 and $26,901, respectively. Amortization expense for the six months ended June 30, 2026 and 2025 was $37,782 and $53,409, respectively. During the six months ended June 30, 2026, the Company retired certain expired patents with a cost of $135,770 and accumulated amortization of $94,091 for a loss of $41,679. During the three months ended June 30, 2026, the Company retired certain expired patent applications with a cost of $5,270 for a loss of $5,270. There wereno patent costs written off for the three and six months ended June 30, 2025.

LIGHTWAVE LOGIC, INC.NOTES TO FINANCIAL STATEMENTSJUNE 30, 2026 AND 2025

**NOTE 9 –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 June 30, 2026, 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 STATEMENTSJUNE 30, 2026 AND 2025

NOTE 9 – LEASES (CONTINUED)

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

As of June 30, 2026, current operating leases had remaining terms between 6 months and 7.58 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 June 30, 2026, the Company did not have any finance leases.

Operating and short-term lease costs totaling $87,345 and $27,377 are included in research and development and general and administrative expense, respectively, for the three months ended June 30, 2026. Operating and short-term lease costs totaling $110,713 and $32,612 were included in research and development and general and administrative expenses, respectively, for the three months ended June 30, 2025. Operating and short-term lease costs totaling $174,932 and $54,717 are included in research and development and general and administrative expenses, respectively, for the six months ended June 30, 2026. Operating and short-term lease costs totaling $197,121 and $53,568 were included in research and development and general and administrative expenses, respectively, for the six months ended June 30, 2025.

**NOTE 10 –INCOME TAXES **

There isno income tax benefit for the losses incurred during the three and six months ended June 30, 2026 and 2025 since management has determined that it is more likely than not that the Company's deferred tax assets will not be realized and, accordingly, a full valuation allowance has been recorded against the Company's net deferred tax assets.

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, 2026, 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 were no changes in the Company’s unrecognized tax benefits during the three-and six-month period ended June 30, 2026. The Company didnot recognize any interest or penalties during 2026 related to unrecognized tax benefits.

LIGHTWAVE LOGIC, INC.NOTES TO FINANCIAL STATEMENTSJUNE 30, 2026 AND 2025

NOTE 11 –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 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. This purchase agreement was terminated on December 15, 2025. As of the termination date, pursuant to the purchase agreement, the Company had received $3,646,655 under this agreement.

On December 17, 2025, the Company closed an offering with an investment bank to sell 11,666,667 shares of its common stock. Pursuant to the underwriting agreement, the Company granted the investment bank an option to purchase from us up to 1,750,000 additional shares of common stock for the purpose of covering over-allotments, if any. On January 8, 2026, the Company closed on the investment bank’s exercise of the option, and issued an additional 1,750,000 shares of its common stock. Pursuant to the underwriting agreement for the offering, the Company agreed to issue to the underwriter warrants to purchase up to 350,000 shares of common stock, or three percent (3%) of the total number of shares of common stock sold in the offering, as well as additional underwriter warrants to purchase up to an aggregate of 52,500 shares of common stock in connection with the exercise of the over-allotment option by the underwriter.

On December 17, 2025 and January 8, 2026, the Company sold 11,666,667 shares under this agreement for net proceeds of $32,825,700 and 1,750,000 shares for net proceeds of $4,930,928, respectively, after deducting underwriting discounts and commissions and other offering expenses payable by the Company. The underwriter warrants were immediately exercisable at an exercise price of $3.45 per share during the five-year period following the date of the underwriting agreement. On April 14, 2026, all 402,500 underwriter warrants were exercised for net proceeds of $1,362,932 and no underwriter warrants were outstanding thereafter.

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 had the ability to offer and sell up to $35,000,000 shares of its common stock from time to time through or to the investment banking company, as sales agent or principal. On April 20, 2026, the Company entered into an amendment to the sales agreement to increase the amount to $51,404,500. Sales of shares of the Company’s common stock, if any, were to be made by any method deemed to be an “at-the-market offering”. The sales agent was entitled to compensation under the terms of the sales agreement at a commission rate of up to 3% of the gross proceeds of the sales price of common stock that they sell.

During the three-month period ended June 30, 2026, pursuant to the sales agreement, the investment banking company sold 1,794,185 shares of the Company’s common stock for net proceeds of $21,339,571 after the payment of the investment banking company’s commissions and underwriting expenses in the amounts of $491,451 and $18,139, respectively. During the three-month period ended June 30, 2025, pursuant to the sales agreement, the investment banking company sold 318,411 shares of the Company’s common stock for net proceeds of $390,813, net of a payment of commissions in the amount of $12,088 to the investment banking company. During the six-month period ended June 30, 2026, pursuant to the sales agreement, the investment banking company sold 2,623,926 shares of the Company’s common stock for net proceeds of $27,883,978, after payment of the investment banking company’s commissions and underwriting expenses in the amounts of $695,053 and $56,861, respectively. During the six-month period ended June 30, 2025, pursuant to the sales agreement, the investment banking company sold 368,411 shares of the Company’s common stock for net proceeds of $507,248, net of a payment of commissions in the amount of $15,689 to the investment banking company.

LIGHTWAVE LOGIC, INC.NOTES TO FINANCIAL STATEMENTSJUNE 30, 2026 AND 2025

NOTE 12 –STOCK BASED COMPENSATION

Common Stock Options and Warrants

The Company maintains the 2016 Equity Incentive Plan (the "2016 Plan"), under which no additional awards may be granted following its termination on May 15, 2025. Outstanding awards granted under the 2016 Plan remain outstanding in accordance with their original terms.

The Company also maintains the 2025 Equity Incentive Plan (the "2025 Plan"), which was approved by shareholders on May 15, 2025 and authorizes the issuance of up to 6,000,000 shares of common stock pursuant to stock options, restricted stock and restricted stock unit awards. As of June 30, 2026,2,686,561 shares remained available for future grants under the 2025 Plan.

The Company uses the Black-Scholes option pricing model to calculate the grant-date and modification-date fair value of an award, with the following assumptions for the six months period ended June 30, 2026: no dividend yield, expected volatility, based on the Company’s historical volatility,83.6% to 87.9%, risk-free interest rate between 4.14% to 4.55% and expected option life of 10 years, which is based on the legal contractual life of the options.

The Black-Scholes option pricing model assumptions for the six months ended June 30, 2025 are as follows: no dividend yield, expected volatility, based on the Company’s historical volatility,78.7% to 80.8%, 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.

As of June 30, 2026, there was $1,326,211 of unrecognized compensation expense related to non-vested market-based share awards that is expected to be recognized through December of 2028. As of June 30, 2025, there was $1,709,499 of unrecognized compensation expense related to non-vested market-based share awards that is expected to be recognized through June 2028.

LIGHTWAVE LOGIC, INC.NOTES TO FINANCIAL STATEMENTSJUNE 30, 2026 AND 2025

NOTE 12 – STOCK BASED COMPENSATION (CONTINUED)

Common Stock Options and Warrants (Continued)

Modification of Equity Awards

During the three months ended June 30, 2026, the Company entered into consulting agreements with two former employees whose employment terminated during the period. Under the consulting agreements, the former employees will provide consulting services through December 30, 2026.

In connection with the consulting agreements, the Company modified certain outstanding stock options and unvested restricted stock awards ("RSAs") by permitting continued vesting through December 30, 2026. Stock options that were scheduled to vest after December 30, 2026 were forfeited. In addition, all unvested restricted stock units ("RSUs") held by the former employees were forfeited upon termination of employment in accordance with the terms of the applicable award agreements.

The Company evaluated the consulting arrangements under ASC 718 and recognized the entire incremental compensation cost associated with the modified awards on the modification date since the consulting services did not represent substantive future services. The net incremental compensation cost recognized as a result of the modifications totaled $386,347, all of which was recognized during the three and six months ended June 30, 2026. No unrecognized compensation cost related to the modified awards remained as of June 30, 2026.

Share-based compensation was recognized as follows:

The following tables summarize all stock option and warrant activity of the Company during the six months ended June 30, 2026:

The aggregate intrinsic value of options and warrants outstanding and exercisable as of June 30, 2026 were $33,917,186 and $28,984,445, 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 $9.46 for the Company’s common stock on June 30, 2026.

During the six months ended June 30, 2026,2,775,050 options with the aggregate intrinsic value of $19,423,075 were exercised for proceeds of $6,946,686. Of this amount,200,000 options were exercised via cashless settlement. In addition,402,500 warrants with the total intrinsic value of $3,590,300 were exercised for proceeds of $1,362,932, net of issuance costs of $25,694 during the period.

LIGHTWAVE LOGIC, INC.NOTES TO FINANCIAL STATEMENTSJUNE 30, 2026 AND 2025

NOTE 12 – STOCK BASED COMPENSATION (CONTINUED)

Common Stock Options and Warrants (Continued)

Restricted Stock Awards and Units

The Company grants restricted stock units (“RSUs”) and restricted stock awards (“RSAs”) to employees and directors. RSUs represent the right to receive shares of common stock upon vesting, while RSAs are shares issued at the grant date that remain subject to forfeiture until vesting conditions are satisfied.

The grant-date fair value of RSAs and RSUs is based on the closing market price of the Company's common stock on the grant date and is recognized as stock-based compensation expense on a straight-line basis over the shorter of the requisite service period or the vesting period. Vesting terms range from immediate vesting to monthly or quarterly vesting schedules, with certain awards subject to cliff vesting provisions.

Restricted stock activity during the six months ended June 30, 2026 is as follows:

As of June 30, 2026 and 2025, the unamortized value of the RSAs was $100,311 and $353,061, respectively. As of June 30, 2026 and 2025, the unamortized value of the RSUs was $8,025,287 and $708,487, respectively.

LIGHTWAVE LOGIC, INC.NOTES TO FINANCIAL STATEMENTSJUNE 30, 2026 AND 2025

Performance Stock Units

During the six months ended June 30, 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. 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 of $0.93 per share. For the three and six months ended June 30, 2025, the Company recorded $384,925 stock-based compensation expense related to the PSU vesting.

As of June 30, 2026, no PSUs were granted or remained outstanding, andno stock-based compensation expense related to PSUs was recognized during the three and six months ended June 30, 2026.

**NOTE 13 –LOSS PER SHARE **

The Company calculates earnings (loss) per share ("EPS") in accordance with FASB ASC 260, Earnings Per Share. Basic EPS is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. For the three and six months ended June 30, 2026 and 2025, the Company reported a net loss; therefore, diluted EPS is calculated the same as basic EPS, as the inclusion of all potentially dilutive securities would be anti-dilutive.

The following securities were excluded from the calculation of diluted loss per share because their effect would have been anti-dilutive:

NOTE 14 –RELATED PARTIES

There wereno material transactions with related parties during the three- and six-month period ended June 30, 2026.

During the three and six months ended June 30, 2025, 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 six months ended June 30, 2025 were as follows:

As of December 31, 2025, accrued liabilities included $56,250 related to director compensation. There wereno material related-party payables outstanding as of June 30, 2026.

LIGHTWAVE LOGIC, INC.NOTES TO FINANCIAL STATEMENTSJUNE 30, 2026 AND 2025

NOTE 15 –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’s 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 $54,610 and $45,890 for the three months ended June 30, 2026 and 2025, respectively. Matching contributions to all eligible participants charged to expense were $116,938 and $85,477 for the six months ended June 30, 2026 and 2025, respectively. The plan is subject to the annual IRS elective deferral limit of $24,500 per employee for 2026,$8,000 catch-up for those aged 50 and over, and $11,250 special catch-up limit for those aged 60-63.

NOTE 16 –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. The Company determined that it has one operating and reportable segment based on the way the CODM organizes, manages, and evaluates the Company’s operations on a consolidated basis.

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 six months ended June 30, 2026 and 2025:

The CODM regularly reviews the following significant expense categories in evaluating the segment performance:

There wereno other segment items for the three and six months ended June 30, 2026 and 2025.

LIGHTWAVE LOGIC, INC.NOTES TO FINANCIAL STATEMENTSJUNE 30, 2026 AND 2025

NOTE 16 – SEGMENT REPORTING (CONTINUED)

Segment assets

The CODM does not regularly review asset information by segment; accordingly, the Company has not disclosed segment assets.

Entity-Wide Disclosures

NOTE 17 –SUBSEQUENT EVENTS

On July 20, 2026, the Board of Directors of the Company appointed Fred A. Graffam III as the Company’s Chief Financial Officer, effective immediately. In connection with his appointment, Mr. Graffam received a sign-on equity award in the form of restricted stock units with an aggregate grant-date value of $2,400,000,25% of which shall vest on the first anniversary of the vesting commencement date, and the remaining 75% of which shall vest in equal quarterly installments over the three years thereafter.