Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

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

 

Date of Report (Date of earliest event reported) September 30, 2024

 

Lightwave Logic, Inc.

(Exact name of registrant as specified in its charter)

Nevada		001-40766		82-0497368
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)

 

369 Inverness Parkway, Suite 350, Englewood, CO 80112

(Address of principal executive offices, including Zip Code)

 

[phone]

(Registrant’s telephone number, including area code)

 

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

 

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

 

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

 

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

 

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

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		LWLG		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

  

Item 4.01 Change in Regisrant’s Certifying Accountant

 

(a) Resignation of Independent Registered Public Accounting Firm.

 

On September 30, 2024, Morison Cogen LLP (“Morison”) resigned as the Company’s independent registered public accounting firm, effective immediately.

 

Morison’s reports on the Company’s financial statements for the fiscal years ended December 31, 2023 and 2022 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles.

 

During the Company’s two most recent fiscal years ended December 31, 2023 and 2022 and the subsequent interim period through September 30, 2024, there were:

 

(i) No “disagreements” (within the meaning of Item 304(a) of Regulation S-K) with Morison on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Morison, would have caused it to make reference to the subject matter of the disagreements in its reports on the consolidated financial statements of the Company; and

 

(ii) No “reportable events” (as such term is defined in Item 304(a)(1)(v) of Regulation S-K).

 

The Company has provided Morison with a copy of this Form 8-K prior to its filing with the U.S. Securities and Exchange Commission (“SEC”) and requested Morison to furnish to the Company a letter addressed to the SEC stating that it agrees with the statements made above. A copy of Morison’s letter dated October 4, 2024 is attached as Exhibit 16.1 to this Form 8-K.

 

(b) Engagement of New Independent Registered Public Accounting Firm.

 

On October 4, 2024, the Audit Committee approved the selection of Stephano Slack LLC (“Stephano”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.

 

During the two most recent fiscal years ended December 31, 2023 and 2022, and the subsequent interim periods through October 4, 2024, neither the Company nor anyone on its behalf consulted Stephano regarding either the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements or any matter that was either the subject of a “disagreement” (within the meaning of Item 304(a) of Regulation S-K) or a “reportable event” (as such term is defined in Item 304(a)(1)(v) of Regulation S-K).

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

	16.1	Letter from Morison Cogen LLP to the Securities and Exchange Commission dated October 4, 2024
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

SIGNATURES

 

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

  

LIGHTWAVE LOGIC, INC.
By:	/s/ James S. Marcelli
Name:	James S. Marcelli
Title:	President

 

Dated: October 4, 2024 

 

Exhibit 16.1

 

 

 

October 4, 2024

 

 

 

Securities and Exchange Commission

100 F Street NE

Washington, DC 20549

 

Ladies and Gentlemen:

 

We have been furnished with a copy of the response to Item 4.01 of Form 8-K for the event that occurred on September 30, 2024, to be filed by our former client, Lightwave Logic, Inc. We agree with the statements made in response to that Item insofar as they relate to our Firm.

 

Additionally, we are not in a position to agree or disagree with the statements in the last two paragraphs.

 

Very truly yours,

 

 

 

 

 

 

Morison Cogen LLP

Blue Bell, Pennsylvania

 

 

 

 

 

 

 

 

 

 

 

 

 

Cover	Sep. 30, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 30, 2024
Entity File Number	001-40766
Entity Registrant Name	Lightwave Logic, Inc.
Entity Central Index Key	0001325964
Entity Tax Identification Number	82-0497368
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	369 Inverness Parkway
Entity Address, Address Line Two	Suite 350
Entity Address, City or Town	Englewood
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80112
City Area Code	(720)
Local Phone Number	340-4949
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	LWLG
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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