Lightwave Logic Inc美股招股说明书(2025-12-16版)

Lightwave Logic, Inc. 11,666,667 Shares of Common Stock We are offering shares of our common stock, par value $0.001 per share, pursuant to this prospectus supplement and theaccompanying prospectus. Our common stock is currently listed on The Nasdaq Capital Market under the symbol “LWLG”. On December 12, 2025, the lastreported sale price of our common stock was $4.15 per share. Investing in our securities involves a high degree of risk. See the section entitled “Risk Factors” on page S-6 of thisprospectus supplement and the section entitled “Risk Factors” beginning on page 4of the accompanying prospectus, and in thedocuments we filed with the Securities and Exchange Commission that are incorporated in this prospectus supplement byreference for certain risks and uncertainties you should consider. (1)See “Underwriting” beginning on page S-13 of this prospectus supplement for additional information regarding the compensationpayable to the underwriter in connection with this offering. We have granted the underwriter an option for a period of 30 days to purchase up to1,750,000 additional shares of our commonstock at the public offering price set forth above less the underwriting discounts and commissions, to cover any over-allotments, if any. Delivery of the shares of common stock is expected to be made on or aboutDecember 17, 2025, subject to the satisfaction ofcustomary closing conditions. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the adequacy or accuracy of this prospectus supplement. Any representation to the contrary isa criminal offense. Sole Bookrunner Titan Partners The date of this prospectus supplement is December 15, 2025. TABLE OF CONTENTS ABOUT THIS PROSPECTUS SUPPLEMENTS-1CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-2PROSPECTUS SUPPLEMENT SUMMARYS-3THE OFFERINGS-5RISK FACTORSS-6USE OF PROCEEDSS-7DILUTIONS-8MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERSS-9UNDERWRITINGS-13LEGAL MATTERSS-18EXPERTSS-18WHERE YOU CAN FIND MORE INFORMATIONS-18INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-18 PROSPECTUS ABOUT THIS PROSPECTUSiiPROSPECTUS SUMMARY1RISK FACTORS4CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS4USE OF PROCEEDS5DESCRIPTION OF OUR COMMON STOCK6PLAN OF DISTRIBUTION8LEGAL MATTERS10EXPERTS10DISCLOSURE ON COMMISSION POSITION ON INDEMNIFICATION10WHERE YOU CAN FIND MORE INFORMATION10DOCUMENTS INCORPORATED BY REFERENCE11 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus form part of a registration statement on Form S-3 that we filedwith the Securities and Exchange Commission (the “SEC”) using a “shelf” registration process. Under the shelf registration process,we may from time to time offer and sell any combination of the securities described in the accompanying prospectus up to a totaldollar amount of $100,000,000 of which this offering is a part. This document contains two parts. The first part consists of thisprospectus supplement, which provides you with specific information about this offering. The second part, the accompanyingprospectus, provides more general information, some of which may not apply to this offering and some of which may have beensupplemented or superseded by information in this prospectus supplement or documents incorporated or deemed to be incorporated byreference in this prospectus supplement that we filed with the SEC subsequent to the date of the prospectus. Generally, when we referonly to the “prospectus,” we are referring to both parts combined together with all documents incorporated by reference. This prospectus supplement, the accompanying prospectus and any free-writing prospectus that we prepare or authorize containand incorporate by reference information that you should consider when making your investment decision. We have not, and theunderwriter has not, authorized any other person to provide you with additional or different information. If anyone provides you withdifferent or inconsistent information, you should not rely on it. You should not assume that the information contained in thisprospectus supplement or the accompanying prospectus is accurate as of any date other than the date on the front of those documentsor that any information we have incorporated by reference is accurate as of any date other than the date of the document incorporatedby reference. Our business, financial condition, results of operations and prospects may have changed since those dates. We are not, and the underwriter is not, making an offer or sale of our common stock in any jurisdiction where such offer or sale isnot permitted. The information in this prospectus supplement is not complete. You should carefully read this prospectus supplement and theaccompanying prospectus, including the information incorporated by reference herein and therein, before you invest, as thesedocuments contain i