LWLG 10-K & 10-Q changes, risk factors and insider trading

Investing in our common stock is risky. In addition to the other information contained in this Annual Report on Form 10-K, you should consider carefully the following risk factors in evaluating our business and us. If any of the following events actually occur, our business, operating results, prospects or financial condition could be materially and adversely affected. This could cause the trading price of our common stock to decline and and you may lose all or part of your investment. References to past events are provided by way of example only and are not intended to be a complete listing or a representation as to whether or not such factors have occurred in the past or their likelihood of occurring in the future. The risks described below are not the only ones that we face. Additional risks not presently known to us or that we currently deem immaterial may also significantly impair our business operations and could result in a complete loss of your investment.

Since our inception, we have been engaged primarily in the research and development of our electro-optic polymer materials technologies and products. As a result of these activities, we have incurred significant losses and have experienced negative cash flow since our inception. We incurred a net loss of $22,535,041 for the year ended December 31, 2024, and $21,038,032$20,313,797 for the year ended December 31, 2023.2025, and a net loss of $22,535,041 for the year ended December 31, 2024. As of December 31, 2025, we had an accumulated deficit of $167.3 million. We anticipate that we will continue to incur operating losses through at least 2025. 2027.

Our business does not presently generate the cash needed to finance our current and anticipated operations. Based on our current operating plan and budgeted cash requirements, we believe that we have sufficient funds to finance our operations through Aprilat 2026least December 2027; however, we will need to obtain additional future future financing after that time to finance our operations until such time that we can conduct profitable revenue-generating activities. We expect that we will need to seek additional funding through public or private financings, including equity financings, and through other arrangements, including collaborative arrangements. Poor financial results, unanticipated expenses or unanticipated opportunities could require additional financing sooner than we expect. Other than with respect to (i) the purchaseRoth agreement for up to $30 million we entered into with Lincoln Park on February 28, 2023 (the “2023 PurchaseSales Agreement”); (ii) the purchase agreement for up to $30 million we entered into with Lincoln Park on March 17, 2025 (the “2025 Purchase Agreement"); and (iii) the sales agreement for up to $35 million we entered into with Roth Capital Partners, LLC (“Roth Capital”) on December 9, 2022 (the “Roth Sales Agreement”);2022, we have no plans or arrangements with respect to the possible acquisition of additional financing, and such financing may be unavailable when we need it or may not be available on acceptable terms. We currently have a remaining amount of $0 million and $30 million pursuant to the 2023 Purchase Agreement and 2025 Purchase Agreement with Lincoln Park, subject to the conditions set forth therein, respectively, and $31.5$12.2 million that is available to our Company pursuant to the Roth Sales Agreement with Roth Capital.Agreement.

The failure to establish and maintain collaborative relationships may may have a materially adverse affecteffect on our business.

Our future success depends to to a significant extent on the continued service of our key management personnel, particularly Yves LeMaitre, our Chief Executive Officer, ThomasAref E.Chowdhury, Zelibor,Chief ourTechnology Officer, Lance Thompson, Vice President andof James S. Marcelli our Chief Financial Officer, Chief Operating Officer,Engineering, and Secretary.Robert Blum, Senior Vice President of Sales. Accordingly, the loss of the services of any of these persons would adversely affect our business and our ability to continue to commercialize our our products, and impede the attainment of our business objectives.

As of December 31, 2024, 2025, we have outstanding and exercisable options and warrants to purchase an aggregate of 8,848,9088,186,290 shares of our common stock at exercise prices ranging from $0.51 to 16.81$16.81 per share with a weighted average exercise price of $3.00$3.57 per share. The exercise of options and warrants at prices below the market price of our common stock could adversely affect the price of shares of our common stock. Additional dilution may result from the issuance of shares of our capital stock in connection with any collaboration (although none are contemplated at this time) or in connection with other financing efforts, including pursuant to the 2025 Purchase Agreement with Lincoln Park, and the Roth Sales Agreement with Roth Capital. Any issuance of our common stock that is not made solely to then-existing stockholders proportionate to their interests, such as in the case of a stock dividend or stock split, will result in dilution to each stockholder by reducing his, her or its percentage ownership of the total outstanding shares. Moreover, if we issue options or warrants to purchase our common stock in the future and those options or warrants are exercised or we issue restricted stock, stockholders may experience further dilution. Holders of shares of our common stock have no preemptive rights that entitle them to purchase their pro rata share of any offering of shares of any class or series.

Our common stock may be subject subject to continued volatility. During the past 52 weeks,weeks in 2025, the share price for our common stock ranged from a low of $1.00$0.79 to a high of $4.82. $6.26. We cannot assure you that the market price for our common stock will be less volatile or will remain at its current level. A decrease in the market price for our shares could result in substantial losses for investors. The market price of our common stock may be significantly affected by one or more of the following factors, many of which are beyond our control, including:

Our common stock is traded on on The NASDAQ Capital Market and, despite certain increases of trading volume from time to time, there have been periods when the market for our common stock could be considered “thinly-traded,” meaning that the number of persons interested in purchasing our common stock at or near bid prices at any given time may be relatively small. Finance transactions or option/warrant exercises resulting in a large amount of newly issued shares that become readily tradable, or other events that cause current stockholders to sell shares, could place downward pressure on the trading price of our stock the trading price of our stock could decline. Additionally, we believe a significant portion of our shares are held by shareholders that accumulated their shares during a time when our shares prices were significantly less than our current share prices. If these shareholders, some of which hold a substantial number of shares of our common stock, decide to sell some or all of their shares at once without regard to the impact of their sales on the market price of our stock, the trading price of our stock could decline. In addition, the lack of a robust resale market may require a stockholder who desires to sell a large number of shares of common stock to sell the shares in increments over time to mitigate any adverse impact of the sales on the market price of our stock.

If our existing stockholders sell, sell, or the market perceives that our stockholders intend to sell, substantial amounts of our common stock in the public market, including shares issued upon the exercise of outstanding options or warrants or pursuant to the 2025 Purchase Agreement with Lincoln Park, and the Roth Sales Agreement with Roth Capital,Agreement, the market price of our common stock could decline. Sales of a substantial number of shares of our common stock may make it more difficult for us to sell equity or equity-related securities in the future at a time and price that we deem reasonable or appropriate. We may become involved in securities class action litigation that could divert management’s attention and harm our business.

The following management’s discussion and analysis of financial condition and results of operations provides information that management believes is relevant to an assessment and understanding of our plans and financial condition. The following selected financial information is derived from our historical financial statements and should be read in conjunction with such financial statements and notes thereto set forth elsewhere within this Annual Report on Form 10-K and the "Forward-Looking Statements" explanation included elsewhere herein. For discussion and analysis pertaining to 2024 overview and highlights as compared to 2023, please refer to the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission (“SEC”) on March 18, 2025.

We commenced commercial operations in May 2023. Presently, our commercial operations consist of a material supply license agreement to provide Perkinamine® chromophore materials for polymer based photonic devices and photonic integrated circuits (PICs). The license agreement represents tangible commercial progress for electro-optic polymers as part of our Company's business plan. OurDuring Company2025, iswe alsoentered into a non-recurring engineering in various stages of photonic proprietary device designs and materialsjoint development and evaluationarrangement with potentiala customers and strategic partners. We expectcustomer to continuedevelop toan obtainelectro-optical apolymer-based revenuemodulator streamchip fromfor technologyuse licensingin agreements,communication and to obtain additional revenue streams from technology transfer agreements and sale of our electro-optic proprietary device designs.applications

We commenced commercial operations in May 2023, and we do not generate sufficient revenues to pay for our operating expenses. We have incurred substantial net losses since inception. We have satisfied our capital requirements since inception primarily through the issuance and sale of our common stock.

Comparison of year ended December 31, 2024 tothe year ended December 31, 20232025 to the year ended December 31, 2024

During the year ended December 31, 2025, we recognized $106,855 of licensing and royalty revenue and $130,000 of non-recurring engineering revenue. During the year ended December 31, 2024, we recognized $81,855 of licensing and royalty revenue and $13,750 of revenue for the device processing work on the device supplied by a customer. During the year ended December 31, 2023, we recognized $40,502 of licensing and royalty revenue.

Research and development expenses expenses increaseddecreased for the year ended December 31, 2024,2025, as compared to the year ended December 31, 2023,2024, primarily due to increases in research and development salary and benefits expenses, research and development equipment depreciation expense, prototype device development and wafer fabrication expenses, research and development travel expenses, rent expenses, property tax expenses, research and development consulting expenses, software expenses, and laboratory and wafer fabrication materials and supplies expenses, offset by decreases in research and development non-cash stock option and restricted stock awards and units amortization expenses, prototype device development and wafer fabrication expenses, research and development recruitingsalary fees,and employee benefits expenses, and research and development employee relocationtravel expenses in the year ended December 31, 2024, compared to the same period in 2023.expenses.

We expect to continue to incur substantial research and development expenses developing and commercializing our electro-optic materials platform. These expenses will increase as a resultbecause of accelerated development effortefforts to support commercialization of our non-linear optical polymer materials technology and create next-generation photonic EO device designs; working with semiconductor foundries; hiring additional technical and support personnel; engaging senior technical advisors; pursuing other potential business opportunities and collaborations; customer testing and evaluation; and incurring related operating expenses.

General and administrative expenses expenses increased for the year ended December 31, 2024,2025, as compared to the year ended December 31, 2023,2024, primarily due to increases in general and administrative salary and employee benefits expenses, consulting fees, depreciation expense, investor relations expenses,expenses and sales and marketing expenses, offset by decreases general and administrative non-cash stock option and restricted stock awards and units amortization expenses, andoffset accountingby a decrease in consulting expenses.

Other income increaseddecreased for for the year ended December 31, 2024,2025, as compared to year ended December 31, 2023,2024, primarily due to aan $519,368 decreaseincrease in commitment fee associated with the purchase of shares by an institutional investor for sale under a stock purchase agreement,agreement and a $280,433decrease increase in interest income on money market account, andoffset by a recognitiondecrease of a $210,274in loss ondue to retirement of certain expired patent applications and patents.

Net loss was $20,313,797 and $22,535,041 and $21,038,032 for the year ended December 31, 20242025 and 2023,2024, respectively, for ana increasedecrease of $1,497,009$2,221,244 due primarily to increases in salary and benefits expenses, depreciation expense,decreases prototype device development and wafer fabrication expenses, and consulting fees, recognition of loss on retirement of certain expired patent applicationsresearch and patents,development travel expenses, rent expense, property tax expenses, software expenses, laboratory and wafer fabrication materials and supplies expenses, investor relations expenses, and sales and marketing expenses. These increases were offset by decreasesnet increases in non-cashsalaries and stockemployee optionbenefits amortizationexpenses expense,and an increase in commitment fee associated with the purchase of shares by an institutional investor for sale under a stock purchase agreement, recruiting fees, accounting fees, and employee relocation expenses, and an increase in interest income on money market account.agreement.

SignificantCritical Accounting Policies and Estimates

Our Company’s accounting policies are more fully described in Note 1 of Notes to Financial Statements. As disclosed in Note 1 of Notes to Financial Statements, the preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying disclosures. Although these estimates are based on our management’s best knowledge of current events and actions our Company may undertake in the future, actual results could differ from the estimates.

OurDuring the year ended December 31, 2025, our primary source of operating cash inflows was (i) proceeds from the sale of common stock to Titan Partners Group LLC (investment banker) (“Titan”), proceeds from the sale of common stock to Lincoln Park Capital Fund, LLC (institutional investor) (“Lincoln Park”) pursuant to purchase agreements with Lincoln Park and proceeds from sale of common stock by Roth Capital Partners, LLC (investment banking company) (“Roth Capital”) pursuant to the atat-the-market the market salesales agreement with Roth Capital as described in Note 10 to the Financial Statements and (ii) proceeds received pursuant to the exercise of options and warrants.

As of MayAugust 2026, multiple customer programs are progressing through defined development stages under our commercialization framework. The timing and scale of potential production revenue depend on customer product qualification and adoption cycles, technical validation, manufacturing readiness, end-market demand, and broader industry conditions.

We commenced commercial operations in May 2023. Presently, our commercial operations consist of a material supply license agreement to provide Perkinamine® chromophore materials for polymer based photonic devices and photonic integrated circuits (PICs). The license agreement represents tangible commercial progress for electro-optic polymers as part of our Company's business plan. During 2025, we entered into a non-recurring engineering joint development arrangement with a customer to develop an electro-optical polymer-based modulator chip for use in communication applicationsapplications.

Comparison of three months ended MarchJune 31,30, 2026 2026 and MarchJune 31,30, 2025

During the three months ended MarchJune 31,30, 2026, we recognized $29,167$32,751 of licensing and royalty revenue. During the three months ended MarchJune 31,30, 2025, we recognized $22,917$25,605 of licensing and royalty revenue.

During the three months ended MarchJune 31,30, 2026, we recognized $1,336$0 in cost of sales. During the three months ended MarchJune 31,30, 2025, we recognized $2,028$3,463 in Costcost of Sales.sales.

Research and development expenses increased for the three months ended MarchJune 31,30, 2026, as compared to the three months ended MarchJune 31,30, 2025, primarily due to increases in in salary and employee benefits expenses and prototypenon-cash devicestock development and wafer fabricationcompensation expenses.

General and administrative expenses increased for the three months ended MarchJune 31,30, 2026, as compared to the three months ended MarchJune 31,30, 2025, primarily due to increases in non-cash stock-based compensation expenses, salary and employee benefits expenses and payroll taxes, directorprofessional services fees, recruiting fees, legal fees, and traveldirector expenses.fees.

Other income increased for the three months ended MarchJune 31,30, 2026, as compared to the three months ended MarchJune 31,30, 2025, primarily due to an increase in interest income income earned on higher cash balances,balances and investments in marketable securities, offset by a loss due to disposal of certain expired patents.patents and patent applications.

Net loss was $6,300,540$6,613,797 and $4,697,024$4,966,633 for the three months ended MarchJune 31,30, 2026 and 2025, respectively, for an increase of $1,603,516$1,647,164 due primarily to increases in in general and administrative non-cash stock compensation expenses, entity-wide salary and employee benefits expenses and payroll taxes, prototype devicenon-cash developmentstock and wafer fabricationcompensation expenses, professional services fees, recruiting fees, legal fees, director fees, recruiting fees, travel expenses, and loss due to disposal of certain expired patents,patents and patent applications, offset by an increase in interest income.

On December 15, 2025, we entered into an underwriting agreement (the “Underwriting Agreement”) with Titan Partners Group LLC, a division of American Capital Partners, LLC, as the underwriter (the “Underwriter”), relating to an underwritten public offering of 11,666,667 shares of the Company’s common stock, par value $0.001 per share, at a price to the public of $3.00 per share (the “Titan Offering”). Pursuant to the Underwriting Agreement, we granted to the Underwriter an option, exercisable not later than thirty (30) days after the date of the closing of the Offering, to purchase from us up to 1,750,000 additional shares of common stock for the purpose of covering over-allotments, if any. The Offering closed on December 17, 2025. On January 8, 2026, the Company closed on the Underwriter’s exercise of the option, and issued an additional 1,750,000 shares of its common stock. The net proceeds to us from the Offering were approximately $32.8 $32,800,000 million during the year ended December 31, 2025, and approximately $4,900,000$4.9 million in January 2026, after deducting underwriting discounts and commissions and other estimated offering expenses payable by us. We intend to use the net proceeds from the Offering for working capital and other general corporate purposes and may use a portion of the net proceeds to accelerate our commercialization timeline, accelerate and expand our U.S. production capacity to support customer partnerships and design-ins, to pursue strategic mergers and acquisitions or to invest in complementary technologies or businesses. Pursuant to the Underwriting Agreement, we 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, which were issued upon the exercise by the Underwriter of its over-allotment option. 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 16,14, 2026, all 402,500 underwriter underwriter warrants were exercised for proceeds of $1,388,625.

On December 9, 2022, we entered into the at-the-market sales agreement with Roth Capital, as sales agent, (the “Roth Sales Agreement”) pursuant to which we could offer and sell up to $35,000,000 in shares of our registered common stock, from time to time through Roth Capital. On April 20, 2026, the Company entered into an amendment to its sales agreement with Roth Capital to increase the amount of shares of common stock that may be sold under the Roth Sales Agreement to $51,404,500. As of the date of this filing, $3,385 remains available pursuant to the Roth Sales Agreement.

During the threesix months ended MarchJune 31,30, 2026, the Company received $6,544,407$27,883,978 in net proceeds pursuant to the Roth Sales Agreement, $4,930,928 in net proceeds from the exercise of over-allotment option from the Titan Offering, $1,362,932 in net proceeds from the exercise of underwriter warrants, and $1,862,119 $6,946,686 in proceeds from the exercise of options.

During the threesix months ended MarchJune 31,30, 2026, our primary sources of cash outflows from operations included payroll, rent, utilities, payments to vendors including laboratory laboratory and wafer fabrication materials and supplies expenses, and third-party consultants and professional services providers.

Our future expenditures and capital requirements will depend on numerous factors, including: the progress of our research and development efforts; the rate at which we can, directly or through arrangements with original equipment manufacturers, introduce and sell our products; the costs of filing, prosecuting, defending and enforcing any patent claims and other intellectual property rights; market acceptance of our products and competing competing technological developments; and our ability to establish cooperative development, joint venture and licensing arrangements. On MarchJune 31, 30, 2026, our cash and cash equivalents totaled $75,102,750.$47,209,148 and our liquid investments in marketable securities totaled $48,701,814.

We expect the proceeds received pursuant to the Titan Offering and the Roth Sales Agreement, the exercise of options and warrants, and commercial operations to provide us with sufficient funds to maintainfinance our operations over the next 12 months. Our current cash position enables us to finance our operations at least through December 2027 before we will be required to replenish our cash reserves.2027. Our cash requirements are expected to increase at a rate consistent with our Company’s revenue growth as we expand our activities and operations with the objective of increasing our our revenue stream from the commercialization of our electro-optic polymer technology. We currently have no debt to service. We expect that that our cash used in operations will continue to increase during 2026 and beyond because of the following planned activities:

For the threesix months ended MarchJune 31,30, 2026

Net cash used in operating activities was $4,061,179$9,882,537 for the threesix months ended MarchJune 31,30, 2026, primarily attributable to the net loss of $6,300,540$12,914,337 adjusted by $950,449 $331,530in instock options issued for services, $43,266$182,219 amortization of deferred compensation, $1,342,733$2,371,949 amortization of restricted stock units, $496,358$987,257 in depreciation expenses and patent amortization expenses, $53,577$108,140 amortization of right of use asset, $36,409($33,726) in interest accretion on marketable securities, $41,679 loss due to disposal of certain expired patents,patents ($25,000)and patent applications, $174,624 in accounts receivable, ($582,353$1,547,998) in prepaid expenses and other current assets, and $542,841($202,793) in accounts payable, accrued bonuses, accrued expenses, contract liability and other liabilities. Net cash used in operating activities consisted of payments for research and development, legal, professional and consulting expenses, salaries, rent and other expenditures necessary to develop our business infrastructure.

Net cash used by investing activities was $621,410$50,478,319 for the threesix months ended MarchJune 31,30, 2026, consisting of $170,944$245,398 in cost for intangiblesintangibles, and $450,466$1,518,336 in asset additions for the Colorado headquarterheadquarters’ facility and labs.labs, and $48,714,585 in investments in marketable securities.

Net cash provided by financing financing activities was $10,767,985$38,555,054 for the threesix months ended MarchJune 31,30, 2026, and consisted of $1,862,119$6,946,686 in proceeds from exercise of options, $1,362,932 in proceeds from the exercise of options, underwriter warrants under the Titan agreement, ($2,088,366) tax payment on net issuance of vested restricted stock units, ($481,103) tax payment on net issuance of performance stock units in the prior period, $4,930,928 in proceeds from the exercise of the overallotment option from the Titan OfferingOffering, and $6,544,407 $27,883,978 in proceeds from the sale of common stock pursuant to the Roth Sales Agreement.

On MarchJune 31,30, 2026, our cash and cash equivalents totaled $75,102,750,$47,209,148, our assets totaled $85,913,064,$108,078,889, our liabilities totaled $4,601,1573,855,523 and we had stockholders’ equity of $81,311,907.$104,223,366.

For the threesix months ended MarchJune 31,30, 2025

Net cash used in operating activities was $3,490,131$7,260,222 for the threesix months ended MarchJune 31,30, 2025, primarily attributable to the net loss of $4,697,024$9,663,657 adjusted by $1,282,692 $749,042 in options issued for services, $230,150$401,863 amortization of deferred compensation, $20,500$384,925 cashlessamortization optionsof exercise,performance $8,029stock units, $11,113 amortization of restricted stock units, $243,830 in common stock issued as commitment shares,shares $454,960under the 2023 and 2025 Purchase Agreements, $943,089 in depreciation expenses and patent amortization expenses, $50,043$100,938 amortization of right of use asset, $28,800 gain on disposal of property and equipment, $26,815$34,812 in accounts receivable, ($86,608$237,115) in prepaid expenses and other current assets, and ($217,238$733,913) in accounts payable, accrued bonuses, accrued expenses, contract liability and other liabilities. Net cash used in operating activities consisted of payments for research and development, legal, professional and consulting expenses, salaries, rent and other expenditures necessary to develop our business infrastructure.

Net cash used by investing activities was $899,422$1,002,226 for the threesix months ended MarchJune 31,30, 2025, consisting of $45,878$108,332 in cost for intangibles and $853,544$893,894 in asset additions for the Colorado headquarterheadquarters’ facility and labs.

Net cash provided by financing activities was $1,766,918$2,701,430 for the threesix months ended MarchJune 31,30, 2025, and consisted of $163,500$204,000 in proceeds from exercise of options, $1,486,983($171,926) cashless option exercise tax payments, ($12,875) cashless tax payment on vested restricted stock awards, $2,174,983 in proceeds from the sale of common stock pursuant to the 2023 and 2025 Purchase Agreements and $507,248 in proceeds from the sale of common stock pursuant to the 2023 Purchase Agreement and $116,435 in proceeds from the sale of common stock pursuant to the Roth Sales Agreement.

On MarchJune 31,30, 2025, our cash and cash equivalents totaled $25,045,329,$22,106,946, our assets totaled $35,639,560,$32,436,267, our liabilities totaled $4,089,972$3,602,097 and we had stockholders’ equity of $31,549,588.$28,834,170.