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What changed in Lightwave Logic, Inc.'s 10-K2024 vs 2025

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Paragraph-level year-over-year comparison of Lightwave Logic, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+245 added318 removedSource: 10-K (2026-03-20) vs 10-K (2025-03-18)

Top changes in Lightwave Logic, Inc.'s 2025 10-K

245 paragraphs added · 318 removed · 95 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeIncluded in our patent portfolio are the following nonlinear optic chromophore designs: Stable Free Radical Chromophores, processes for preparing the same Stable Free Radical Chromophores, processes for preparing the same Tricyclic Spacer Systems for Nonlinear Optical Devices Anti-Aromatic Chromophore Architectures Heterocyclical Anti-Aromatic Chromophore Architectures Heterocyclical Chromophore Architectures Heterocyclical Chromophore Architectures with Novel Electronic Acceptor Systems Multi-fiber/port hermetic capsule sealed by metallization and method Device Design Fabrication Methods Modulators and Waveguides Hermetic Capsulation Our patent portfolio includes patents not only on nonlinear optic chromophore designs, but also device designs and inventions, fabrication process inventions, packaging design inventions, as well as novel chemistry to enable high performance, low power, small footprint polymer PIC technology.
Biggest changeIncluded in our patent portfolio are the following nonlinear optic chromophore designs: Stable Free Radical Chromophores, processes for preparing the same Tricyclic Spacer Systems for Nonlinear Optical Devices Anti-Aromatic Chromophore Architectures Heterocyclical Anti-Aromatic Chromophore Architectures Heterocyclical Chromophore Architectures Heterocyclical Chromophore Architectures with Novel Electronic Acceptor Systems Nonlinear Optical Chromophores Containing Spirofluorene-Isophorone Bridging Groups Nonlinear Optical Chromophores Containing Furanyl Accepting Groups Nonlinear Optical Chromophores Containing 3-Aminocyclohex-2-en-1-one Based Donor Groups Nonlinear Optical Chromophores Containing 3-Methyl-2-cyclopenten-1-one Based Bridge Structures Nonlinear Optical Chromophores with Ring-locked Donors that Increase r33 and Stability Nonlinear Optical Chromophores with Bridges that Increase Refractive Index Nonlinear Optical Chromophores with Acceptors that Increase Refractive Index Nonlinear Optical Chromophores with Donors that Increase Refractive Index Nonlinear Optical Chromophores with Increased Visible Light Transparency Nonlinear Optical Chromophores Containing Donors with Substituents Giving High Steric Hinderance Electro-optic Polymers Devices Having High Performance Claddings Nonlinear Optical Chromophores Comprising a Diamondoid Group Nonlinear Optical Chromophores Containing High Boiling Point Solvents Nonlinear Optical Chromophores Having Tetrahydrocarbazole Donor Groups, Lyotropic Compositions Containing the Same, and Methods of Poling Such Compositions Nonlinear Optical Chromophores Having Short-chain Bridge Structures, Low Optical Loss Materials Containing the Same, and Methods for Preparing the Same Nonlinear Optical Chromophores with Indolizine Donor Groups Nonlinear Optical Chromophores with Michler's Base-Type Donors Methods of Synthesizing Chromophore Acceptors Mitigating Photodegradation of Organic Electra-Optic Materials 8 Our patent portfolio includes patents not only to nonlinear optic chromophore designs, but also device designs and inventions, fabrication process inventions, packaging design inventions, as well as novel chemistry to enable high performance, low power, small footprint polymer PIC technology.
Our intellectual property portfolio has expanded significantly over the few years. We have actively filed technical utility patents and are currently in the process of readying a number of other inventions for formal filings in 2025 and 2026. We expect to continue innovating our technology platform over the next decade.
Our intellectual property portfolio has expanded significantly over the few years. We have actively filed technical utility patents and are currently in the process of readying a number of other inventions for formal filings in 2026 and 2027. We expect to continue innovating our technology platform over the next decade.
In 2022, we acquired the polymer technology and intellectual property assets of Chromosol Ltd (UK), which significantly strengthened our Company's design capabilities with foundry PDKs with extremely low temperature atomic layer deposition (ALD) processes that effectively hermetically seal polymer devices that have been prepared for high volume manufacturing.
In 2022, we acquired the polymer technology and intellectual property assets of Chromosol Ltd (UK), which significantly strengthened our Company's design capabilities with foundry PDKs with extremely low temperature atomic layer deposition (ALD) processes that effectively hermetically seal SOH and other OEO polymer devices that have been prepared for high volume manufacturing.
In 2018, we acquired the polymer technology intellectual property assets of BrPhotonics Productos Optoelectrónicos S.A., a Brazilian corporation, which significantly advanced our patent portfolio of electro-optic polymer technology with 15 polymer chemistry materials, devices, packaging and subsystems patents and further strengthened our design capabilities to solidify our market position as we prepare to enter the 400Gbps integrated photonics marketplace with a highly competitive, scalable alternative to installed legacy systems.
In 2018, we acquired the polymer technology intellectual property assets of BrPhotonics Productos Optoelectrónicos S.A., a Brazilian corporation, which significantly advanced our patent portfolio of OEO polymer technology with fifteen polymer chemistry materials, devices, packaging and subsystems patents and further strengthened our design capabilities to solidify our market position as we prepare to enter the 400Gbps integrated photonics marketplace with a highly competitive, scalable alternative to installed legacy systems.
The acquisition also advanced our Company’s patent portfolio of electro-optic polymer technology with an innovative polymer chemistry device patent that has potential to increase the performance of integrated modulators through optical amplification in a photonic integrated circuit (PIC) and enhance the functionality of the PIC by integrating laser light sources made using the polymer-based gain and a laser optical cavity defined on the Silicon photonic platform, with our Company’s high speed, high efficiency modulators.
The acquisition also advanced our Company’s patent portfolio of OEO polymer technology with an innovative polymer chemistry device patent that has potential to increase the performance of integrated modulators through optical amplification in a PIC format and enhance the functionality of the PIC by integrating laser light sources made using the polymer-based gain and a laser optical cavity defined on the Silicon photonic platform, with our Company’s high speed, high efficiency modulators.
Our materials patent portfolio has also strengthened significantly with the filing of additional new patent applications on our core Perkinamine® molecular compounds as well as recent, innovative inventions that are expected to protect our P 2 IC polymer PIC platform from potential competition.
Our materials patent portfolio has also strengthened significantly with the filing of additional new patent applications on our core Perkinamine® molecular compounds as well as recent, innovative inventions that are expected to protect our P2IC polymer PIC platform from potential competition.
Unless specifically stated otherwise, the use or display by us of such other parties’ names and trade names in this report is not intended to and does not imply a relationship with, or endorsement or sponsorship of us by, any of these other parties. 1 Commencement of Commercial Operations We commenced commercial operations in May 2023.
Unless specifically stated otherwise, the use or display by us of such other parties’ names and trade names in this report is not intended to and does not imply a relationship with, or endorsement or sponsorship of us by, any of these other parties.
In total, our patent portfolio currently consists of 77 granted patents that include 46 from the US, 2 from Canada, 3 from the United Kingdom, 18 from the EU, 1 from Japan, 6 from China (including Hong Kong), and 1 from Australia.
In total, our patent portfolio as of December 31, 2025, consists of 67 granted patents that include 45 from the US, 1 from Canada, 2 from the United Kingdom, 12 from the EU, 1 from Japan, 5 from China (including Hong Kong), and 1 from Korea.
Polymer materials can be engineered and optimized using nanotechnology to create a system in which unique surface, electrical, chemical, and electro-optic characteristics can be controlled.
Polymers - Polymers, also known as plastics, are large carbon-based molecules that bond many small molecules together to form a long chain. Polymer materials can be engineered and optimized using nanotechnology to create a system in which unique surface, electrical, chemical, and electro-optic characteristics can be controlled.
For example, a modulator capable of supporting 100 Gbaud can transmit 300 Gbps with PAM8 modulation. Photonic Devices - Photonic devices are components for creating, manipulating, or detecting light. This can include modulators, laser diodes, light-emitting diodes, solar and photovoltaic cells, displays and optical amplifiers.
Photonic Devices - Photonic devices are components for creating, manipulating, or detecting light. This can include modulators, laser diodes, light-emitting diodes, solar and photovoltaic cells, displays and optical amplifiers. Other examples are devices for modulating a beam of light and for combining and separating beams of light of different wavelength.
One of the metrics for successful implementation of PDK is to receive working modulator chips. 2 Glossary Glossary of select technology terms to provide you with a better understanding our Company’s technology and devices: Electro-optic devices - Electro-optic devices convert data from electric signals into optical signals for use in communications systems and in optical interconnects for high-speed data transfer.
Future facility requirements will depend on commercialization progress, production ramp timelines, and strategic capital allocation decisions. 12 Glossary Glossary of select technology terms to provide you with a better understanding our Company’s technology and devices: Electro-optic devices - Electro-optic devices convert data from electric signals into optical signals for use in communications systems and in optical interconnects for high-speed data transfer.
We also have a policy of requiring prospective business partners to enter into non-disclosure agreements (NDAs) before disclosure of any of our confidential or proprietary information.
We also have a policy of requiring prospective business partners to enter into non-disclosure agreements (NDAs) before disclosure of any of our confidential or proprietary information. Our Company can make no assurances that we will be able to effectively protect our technologies and know-how or that third parties will not be able to develop similar technologies and know-how independently.
Materials based on polymers are used in a multitude of industrial and consumer products, from automotive parts to home appliances and furniture, as well as scientific and medical equipment. 3 Our Business Opportunity Lightwave Logic, Inc. is developing our advanced electro-optical polymer material systems.
Materials based on polymers are used in a multitude of industrial and consumer products, from automotive parts to home appliances and furniture, as well as scientific and medical equipment. Available Information We maintain a website at www.lightwavelogic.com.
In addition, we make available on our website under “Leadership” “Governance Documents”, free of charge, our Audit Committee Charter, Compensation Committee Charter, Nominating And Corporate Governance Committee Charter, Operations Committee Charter and Code of Ethics and Business Conduct. In addition, the foregoing information is available in print, without charge, to any stockholder who requests these materials from us. 12
In addition, we make available on our website under “Investors Corporate Governance Governance Documents”, free of charge, our Audit Committee Charter, Compensation Committee Charter, Nominating and Corporate Governance Committee Charter and Code of Ethics and Business Conduct. We were incorporated under the laws of the State of Nevada on June 24, 1997.
Also, this Form 10-K Annual Report includes the names of various government agencies and the trade names of other companies.
Unless the context otherwise requires, all references to the “Company,” “we,” “our” or “us” and other similar terms means Lightwave Logic, Inc. Also, this Form 10-K Annual Report may include the names of various government agencies and the trade names of other companies.
Our strategic plan is to utilize our core proprietary technology and leverage our proprietary optical materials to be the core of and the enabling technology for future generations of optical devices, modules, sub-systems and systems that we will develop or potentially out-license to electro-optic device manufacturers.
Included in our patent portfolio are the following device designs and fabrication methods: Electro-Optic Polymer Devices Having High Performance Claddings, and Methods of Preparing The Same Devices And Methods For Electro-Optic Polymer Optic Pathways for Poling and Operation Materials for Optoelectronic Devices, Methods of Fabrication Thereof and Materials Therefor Wafer-Level Poling of Electro-Optic Phase Modulators Patterning Techniques for EO Polymer Films for Use in Slot Modulators and Other Applications Encapsulation Material and Processes for Thin Film Devices Deposition Techniques for EO Polymer Films for Use in Slot Modulators and Other Applications Intrinsically Low Resistivity Hybrid Sol-Gel Polymer Clads and Electro-Optic Devices Made Therefrom Our strategic plan is to utilize our core proprietary technology and leverage our proprietary optical materials to be the core of and the enabling technology for future generations of optical devices, modules, sub-systems and systems that we will develop or potentially out-license to electro-optic device manufacturers.
We now have the capability to model, simulate and design photonic integrated circuits (PICs) in-house. 5 Our Intellectual Property Our research and development efforts over the last 10+ years have yielded our Company an extensive patent portfolio as well as critical trade secrets, unpatented technology and proprietary knowledge related to our optical polymer materials.
If customers transition to volume production incorporating our materials, incremental material demand may scale with transceiver volumes and per-lane deployment density, subject to architecture selection, foundry integration success, and customer design decisions. 7 Intellectual Property Our Intellectual Property Our research and development efforts over the past 10+ years have yielded our Company an extensive patent portfolio drawn to organic electro-optic (OEO) polymer materials, silicon photonics, and silicon-organic hybrid (SOH) slot modulator platforms (e.g., photonic integrated circuits (PICs), as well as critical, related trade secrets and proprietary knowledge.
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Item 1. Business . Overview 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.
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Item 1. Business . Overview 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.
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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.
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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 compound semiconductor technologies.
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Our differentiation at the modulator device level is in higher speed, lower power consumption, simplicity of manufacturing, small footprint (size), and reliability.
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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.
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We have demonstrated the electro-optic polymers potential for higher speed and lower power consumption in packaged devices, and during 2024, we continued to make advances in techniques to translate our world class material properties to efficient, reliable modulator devices with commercial foundries.
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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.
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We are currently focused on: a) working with potential and existing customers to integrate our proprietary materials into our customers’ specific PIC and device architecture; b) testing and demonstrating the superior performance, simplicity of manufacturability and reliability of our devices, including in conjunction with the silicon photonics manufacturing ecosystem; and c) providing our potential and existing customers with the proper Process Development Kits (PDKs) to enable the efficient and fast integration of our materials into their own design and manufacturing plans.
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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.
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Silicon-based foundries are semiconductor fabrication plants developed for the electronics IC business, that are now engaging with silicon photonics to increase their wafer throughput. Partnering with silicon-based foundries not only demonstrates that our polymer technology can be transferred into standard production lines using standard equipment, it also allows us to efficiently utilize our capital.
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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.
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The foundry partnerships will allow us to scale our high-performance polymer optical engines quickly and efficiently. We have now received silicon wafers that range up to 200mm in diameter, which aligns well with foundry manufacturing.
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As of January 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.
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Our extremely strong and broad patent portfolio allows us to optimize our business model in three areas: 1) Traditional focus on polymer materials development, 2) Patent licensing and 3) Technology transfer to foundries. We are continually looking to strengthen our patent portfolio both by internal inventions and acquisition of intellectual property.
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Our Electro-Optic Polymer Technology Our technology platform is based on the design, synthesis, and integration of proprietary electro-optic polymer materials engineered to exhibit strong electro-optic (“EO”) activity, optical transparency in relevant wavelength bands, and compatibility with semiconductor fabrication processes. Electro-optic polymers utilize engineered chromophore molecules embedded within a polymer matrix.
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We are initially targeting applications in fiber optic data communications and telecommunications markets, in particular ultra-high bandwidth optical connections deployed inside and between datacenters and/or AI clusters. In addition, we are exploring other applications that include automotive/LIDAR, sensing, displays, storage, aerospace and defense, satellites, quantum computing etc., for our polymer technology platform.
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When an electric field is applied, the optical properties of the material change in a manner that can be used to modulate light propagating through a waveguide structure. The strength of this electro-optic response, combined with the material’s processability, is central to device performance and manufacturability.
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Our goal is to have our unique polymer technology platform become ubiquitous across multiple market verticals over and above the optical fiber optic communications markets. Artificial Intelligence (AI) has been integrating deeper within our daily activities with applications to make us more efficient and possibly smarter.
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Our Perkinamine® materials are designed to: • Support high-speed optical modulation suitable for advanced data rate standards, • Enable high-bandwidth performance through strong electro-optic coefficients, • Operate at relatively low drive voltages, • Be deposited and patterned using processes compatible with semiconductor manufacturing environments, • Maintain stability under operational and environmental stress conditions required by customer applications.
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The impact on the internet is huge, and the internet is based on an optical network that utilizes data centers to route and switch traffic or information to and from destinations. Data centers are being upgraded today in a fashion that the industry has not seen before with significant investments of capital.
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Because electro-optic polymers can be applied directly within waveguide structures, they may allow modulator architectures with shorter interaction lengths compared to certain alternative material systems. Shorter interaction lengths can contribute to more compact device geometries and increased integration density within photonic integrated circuits.
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The expected demands of increased traffic, information, and data driven by AI is changing the way the internet is being operated. AI is now creating new and interesting market opportunities to upgrade the internet. Three of these opportunities are important today: density, speed, and low power and these are very well aligned with our high performance electro-optic polymers modulator platform.
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The compatibility of our materials with complementary metal oxide semiconductor (“CMOS”) fabrication processes, including back-end-of-line integration flows, is designed to facilitate incorporation into silicon photonics platforms using established foundry infrastructure rather than requiring dedicated fabrication facilities. 1 We continue to invest in material optimization, including improvements in electro-optic efficiency, thermal stability, wavelengths expansion, environmental robustness, and process integration parameters.
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We are designing high performance polymer modulator optical engines to support the rise and growth of AI as it generates more information that will travel through the internet and optical network.
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Material formulation, device architecture, and integration techniques are developed in parallel to support customer-specific performance and reliability requirements. Commercial deployment of devices incorporating our materials depends on successful integration within customer and foundry process flows, achievement of reliability standards, and attainment of yield and cost targets.
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While we are not directly an AI company designing electronic processors, we do see immediate benefits of enabling higher levels of information to cross the internet using our optical polymer modulator platform. Unless the context otherwise requires, all references to the “Company,” “we,” “our” or “us” and other similar terms means Lightwave Logic, Inc.
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Business Model - Material + IP Licensing Our business model is centered on the commercialization of proprietary electro-optic polymer materials and related intellectual property through material supply and licensing arrangements. We do not currently intend to manufacture finished optical transceivers, discrete photonic devices, or complete optical modules.
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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.
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Our strategy is to enable customers to incorporate our materials into their own device platforms and manufacturing ecosystems, leveraging established semiconductor foundry infrastructure. Our revenue model may include one or more of the following components: Material Sales We supply EO polymer materials to customers for evaluation, prototyping, and potential commercial production.
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Our Company is also in various stages of new materials development and evaluation with potential customers and strategic partners. We expect to continue to obtain a revenue stream from technology licensing agreements, and to obtain additional revenue streams from technology transfer agreements and direct sale of our electro-optic materials.
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Material sales may occur during development phases as well as during volume manufacturing, subject to customer qualification and demand. If customer programs transition to commercial production incorporating our materials, material revenue would be expected to scale with device volumes.
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We have seen increased interest in our materials during 2024, driven by the need for higher speed connections to scale the AI-enabled network infrastructure and we are in discussions on future license agreements. In December 2024, we made the decision to focus our commercial and R&D efforts on the EO Polymer materials development and manufacturing.
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Intellectual Property Licensing We may enter into licensing agreements covering aspects of our polymer compositions, device designs, integration processes, and related intellectual property. Licensing arrangements may include: upfront license fees, development or milestone-based payments, and field-of-use or application-specific licenses. The structure and economics of such agreements vary depending on customer requirements and the scope of intellectual property granted.
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Although we continue to develop full Photonic Integrated Circuits and packaged device designs as part of our internal technology and process development roadmap, we are not actively promoting the sale of such PICs and/or packaged devices to external customers, but rather EO Polymer materials supply and license agreements.
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Royalty or Production-Based Fees In certain arrangements, we may receive royalties or other production-based payments tied to the manufacture or sale of devices incorporating our materials or licensed technology. The structure, rate, and duration of such payments depend on negotiated terms and customer product lifecycles. There can be no assurance that any given customer program will result in royalty-bearing production.
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Materials Development Our Company designs and synthesizes organic chromophores for use in its own proprietary electro-optic polymer systems and photonic device designs. A polymer system is not solely a material but also encompasses various technical enhancements necessary for its implementation. These include host polymers, poling methodologies, and molecular spacer systems that are customized to achieve specific optical properties.
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Revenue Timing Considerations Customer engagements typically progress through multi-stage development cycles. During early stages, revenue may consist primarily of material sales, non-recurring engineering (“NRE”) fees, prototype-related activities, or development support. Based on the current status of customer programs, we anticipate that revenues, if any, recognized during 2026 would primarily relate to material supply, NRE arrangements, or prototype and development activities.
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Our organic electro-optic polymer systems compounds are mixed into solution form that allows for thin film application. Our proprietary electro-optic polymers are designed at the molecular level for potentially superior performance, stability, and cost-efficiency.
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We do not currently expect significant revenue from volume commercial production of customer products until 2027 at the earliest. The timing and magnitude of any production-related revenue depend on successful product qualification, yield validation, customer adoption decisions, end-market demand, and broader industry conditions.
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We believe our proprietary and unique polymers have the potential to replace more expensive, higher power consuming, slower-performance materials such as semiconductor-based modulator devices that are used in fiber-optic communication networks today. Our patented and patent pending molecular architectures are based on a well-understood chemical and quantum mechanical occurrence known as aromaticity .
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There can be no assurance that development-stage programs will transition to volume production, that anticipated timelines will be achieved, or that commercial revenues will occur as expected. 2 Strategic Flexibility While our current strategy is focused on materials supply and intellectual property licensing, we may evaluate selective opportunities to participate more directly in device-level development in limited circumstances.
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Aromaticity provides a high degree of molecular stability that enables our core molecular structures to maintain stability under a broad range of operating conditions.
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Such participation, if pursued, would likely be application-specific and would depend on market conditions, partnership opportunities, capital requirements, and strategic considerations. We have not committed to entering device manufacturing as a core component of our business model, and any such activity would be evaluated in the context of our overall capital allocation priorities and commercialization strategy.
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We expect our patented and patent-pending optical materials along with trade secrets and licensed materials, to be the core of and the enabling technology for future generations of optical devices, modules, sub-systems, and systems that we will develop or enable our partners to fully commercialize.
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Operating Leverage Our model is designed to leverage existing semiconductor fabrication infrastructure rather than require capital-intensive wafer fabrication facilities. By integrating into established foundry process flows, we seek to enable scalable production through customer and foundry manufacturing capacity.
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Examples of our partners include: electro-optic PIC and device design and manufacturing companies, contract manufacturers, original equipment manufacturers, foundries, packaging and assembly manufacturers etc.
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If customer programs advance to high-volume production, incremental material demand and royalty streams may provide operating leverage due to the intellectual property-driven nature of our model. However, realization of such leverage depends on successful qualification, customer adoption, competitive dynamics, and end-market demand.
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Our Company contemplates future applications in market verticals that may address the needs of semiconductor companies, optical network companies, Web 2.0/3.0 media companies, high performance computing companies, telecommunications companies, aerospace companies, automotive companies, as well as for example, government agencies and defense entities. Device Design and Development Electro-optic Modulators Our Company designs its own proprietary materials for electro-optical modulation devices.
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Commercialization Process (Design Win Cycle) We pursue customer adoption through a structured, multi-stage engagement framework that we refer to as our Design Win Cycle. This process is designed to guide customer programs from initial technology evaluation through potential production ramp within established semiconductor manufacturing ecosystems.
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Electro-optical modulators convert data from electric signals into optical signals that can then be transmitted over high-speed fiber-optic cables. Our modulators are electro-optic, meaning they work because the optical properties of the polymers are affected by electric fields applied by means of electrodes.
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While program timelines vary based on customer requirements, foundry schedules, application complexity, and market conditions, the Design Win Cycle typically spans approximately 18 to 24 months. Progression between stages depends on the achievement of defined technical and commercial milestones. Advancement to later stages does not assure commercial production.
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Modulators are key components that are used in fiber optic telecommunications, data communications, and data centers networks etc., to convey the high data flows that have been driven by applications such as pictures, video streaming, movies etc., that are being transmitted through the Internet.
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Stage 1 – Technology Selection (Typically 3–6 Months) During the Technology Selection stage, customers evaluate the suitability of our electro-optic polymer materials for their intended applications. Activities may include: • Demonstration of modulator performance characteristics, • Assessment of material reliability and environmental stability, or • Comparative evaluation against alternative technologies, including performance, power consumption, footprint, and cost considerations.
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Electro-optical modulators are expected to continue to be an essential element as the appetite and hunger for data increases every year as well as the drive towards lower power consumption, and smaller footprint (size). Current semiconductor photonic technology today is struggling to reach faster device speeds.
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This stage is focused on determining whether our materials are appropriate for incorporation into the customer’s development roadmap. Revenue during this stage, if any, may consist of material samples, evaluation kits, or limited technical support. Stage 2 – Product Design (Typically 3–6 Months) If a customer elects to proceed, engagement advances to Product Design.
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Our modulator devices, enabled by our electro-optic polymer material systems, work at extremely high frequencies (wide bandwidths) and possess inherent advantages over current crystalline electro-optic material contained in most modulator devices such as bulk lithium niobate (LiNbO3), indium phosphide (InP), silicon (Si), and gallium arsenide (GaAs).
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During this stage, we support integration of our materials into the customer’s device architecture and semiconductor foundry process flow. Activities may include: • Provision of process design kit (“PDK”) elements, • Support for modulator design and simulation activities, • Coordination with semiconductor foundries to enable material integration, or • Participation in product reliability planning and test definition.
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Our advanced electro-optic polymer platform is creating a new class of modulators that can be easily integrated into various PIC platforms and can address higher data rates in a lower cost, lower power consuming manner, smaller footprint (size) with much simpler data encoding techniques.
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Progression from Stage 2 to Stage 3 typically requires successful completion of prototype design objectives and confirmation that fabrication resources are available. In certain cases, advancement may be gated by the availability of, and access to, a customer’s preferred semiconductor foundry, including allocation of wafer runs, process integration readiness, and foundry scheduling considerations.
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Our electro-optic polymer material will boost the performance of standard PIC platforms such as silicon photonics and indium phosphide. Our electro-optic polymers can be integrated with other materials platforms because they can be applied as a thin film coating in a fabrication clean room such as may be found in semiconductor foundries using standard clean room tooling.
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Revenue during this stage may include material sales or non-recurring engineering (“NRE”) fees associated with development activities. 3 Stage 3 – Prototype to Final Product (Typically 12–18 Months) In this stage, customers fabricate and refine prototype devices incorporating our materials.
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These approaches enable our device platforms to not only be competitive but fully integrated with foundries. Our polymers are unique in that they are stable enough to seamlessly integrate into existing CMOS, Indium Phosphide (InP), Gallium Arsenide (GaAs), and other semiconductor manufacturing lines. Of relevance are the integrated silicon photonics platforms that combine optical and electronic functions.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeOther than with respect to (i) the purchase agreement for up to $30 million we entered into with Lincoln Park on February 28, 2023 (the 2023 Purchase 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 ”); 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.
Biggest changeOther than with respect to the Roth Sales Agreement for up to $35 million we entered into with Roth Capital on December 9, 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.
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 incurred significant losses and experienced negative cash flow since our inception.
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 are initially targeting applications in fiber optic data communications and telecommunications markets, in particular ultra-high bandwidth optical connections deployed inside and between datacenters and/or AI clusters. In addition, we are exploring other applications that include automotive/LIDAR, sensing, displays, storage, aerospace and defense, satellites, quantum computing etc., for our polymer technology platform.
We are initially targeting applications in fiber optic data communications and telecommunications markets, in particular ultra-high bandwidth optical connections deployed inside and between datacenters and/or AI clusters. In addition, we are exploring other applications that include automotive/LIDAR, sensing, displays, storage, aerospace and defense, satellites, quantum computing etc., for our polymer technology platform.
As a result, these competitors may: · succeed in developing materials and product integration expertise that is equal to or superior to our offerings or that will achieve greater market acceptance than our offerings and future offerings; · devote greater resources to developing, marketing or selling their products; · respond more quickly to new or emerging technologies or scientific advances and changes in customer requirements, which could render our technologies obsolete; · introduce products that make the continued development of our materials and future materials uneconomical; · obtain patents that block or otherwise inhibit our ability to develop and commercialize our materials and future materials; · withstand price competition more successfully than we can; · establish cooperative relationships among themselves or with third parties that enhance their ability to address the needs of our prospective customers.
As a result, these competitors may: succeed in developing materials and product integration expertise that is equal to or superior to our offerings or that will achieve greater market acceptance than our offerings and future offerings; devote greater resources to developing, marketing or selling their products; respond more quickly to new or emerging technologies or scientific advances and changes in customer requirements, which could render our technologies obsolete; introduce products that make the continued development of our materials and future materials uneconomical; obtain patents that block or otherwise inhibit our ability to develop and commercialize our materials and future materials; withstand price competition more successfully than we can; and establish cooperative relationships among themselves or with third parties that enhance their ability to address the needs of our prospective customers.
These anti-takeover provisions: · authorize our board of directors to create and issue, without stockholder approval, preferred stock, thereby increasing the number of outstanding shares, which can deter or prevent a takeover attempt; · prohibit cumulative voting in the election of directors, which would otherwise allow less than a majority of stockholders to elect director candidates; · empower our board of directors to fill any vacancy on our board of directors, whether such vacancy occurs as a result of an increase in the number of directors or otherwise; · provide that our board of directors be divided into three classes, with approximately one-third of the directors to be elected each year; · provide that special meetings of our stockholders may only be called by t he chairperson, president or chief executive officer, or by resolution of the board of directors or at the request in writing of stockholders owning 66 2/3% in amount of the entire capital stock of the Company issued and outstanding and entitled to vote; · establish advance notice procedures with regard to stockholder proposals relating to stockholder nominees for director and other stockholder proposals ; · provide that our board of directors is expressly authorized to adopt, amend or repeal our bylaws; and · provide that our directors will be elected by a plurality of the votes cast in the election of directors.
These anti-takeover provisions: authorize our Board of Directors to create and issue, without stockholder approval, preferred stock, thereby increasing the number of outstanding shares, which can deter or prevent a takeover attempt; prohibit cumulative voting in the election of directors, which would otherwise allow less than a majority of stockholders to elect director candidates; empower our Board of Directors to fill any vacancy on our Board of Directors, whether such vacancy occurs as a result of an increase in the number of directors or otherwise; provide that our Board of Directors be divided into three classes, with approximately one-third of the directors to be elected each year; provide that special meetings of our stockholders may only be called by the chairperson, president or chief executive officer, or by resolution of the Board of Directors or at the request in writing of stockholders owning 66 2/3% in amount of the entire capital stock of the Company issued and outstanding and entitled to vote; establish advance notice procedures with regard to stockholder proposals relating to stockholder nominees for director and other stockholder proposals; provide that our Board of Directors is expressly authorized to adopt, amend or repeal our bylaws; and provide that our directors will be elected by a plurality of the votes cast in the election of directors.
There is no assurance that problems will not be found in new products after commencement of commercial production, despite testing by our suppliers, our customers and us. 19 If we decide to make commercial quantities of products at our facilities, we will be required to make significant capital expenditures to increase capacity.
There is no assurance that problems will not be found in new products after commencement of commercial production, despite testing by our suppliers, our customers and us. If we decide to make commercial quantities of products at our facilities, we will be required to make significant capital expenditures to increase capacity.
They could also deter potential acquirers of our Company, thereby reducing the likelihood that you could receive a premium for your common stock in an acquisition.
They could also deter potential acquirers of our Company, thereby reducing the likelihood that you could receive a premium for your common stock in an acquisition. 25
Also, certain large corporations may be predisposed against doing business with a company of our limited size and operating history. 15 Our potential customers require our products to undergo a lengthy and expensive qualification process, which does not assure product sales. Prior to purchasing our products, our potential customers will require that our products undergo extensive qualification processes.
Also, certain large corporations may be predisposed against doing business with a company of our limited size and operating history. 16 Our potential customers require our products to undergo a lengthy and expensive qualification process, which does not assure product sales. Prior to purchasing our products, our potential customers will require that our products undergo extensive qualification processes.
We cannot assure you that we will be able to achieve any of these objectives. 16 One of our significant target markets is the telecommunications market, which historically has not accepted polymer modulators. One of our significant target markets is the telecommunications market, which demands high reliability optical components.
We cannot assure you that we will be able to achieve any of these objectives. 17 One of our significant target markets is the telecommunications market, which historically has not accepted polymer modulators. One of our significant target markets is the telecommunications market, which demands high reliability optical components.
In addition, in an infringement proceeding a court may decide that our patents or other intellectual property rights are not valid or are unenforceable, or may refuse to stop the other party from using the intellectual property at issue on the ground that it is non-infringing.
In addition, in an infringement proceeding a court may decide that our patents or other intellectual property rights are not valid or are unenforceable, or may refuse to stop the other party from using the intellectual property at issue on the grounds that it is non-infringing.
Item 1A. Risk Factors. 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.
Item 1A. Risk Factors. Risks Related to our Business 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.
We cannot assure you that we will be able to accomplish these tasks effectively or otherwise effectively manage our growth. 13 We will require additional capital to continue to fund our operations and if we do not obtain additional capital, we may be required to substantially limit our operations.
We cannot assure you that we will be able to accomplish these tasks effectively or otherwise effectively manage our growth. 14 We will require additional capital to continue to fund our operations and if we do not obtain additional capital, we may be required to substantially limit our operations.
The statute contains certain limitations and it may not apply to our Company. Our 2016 Equity Incentive Plan includes change-in-control provisions that allow us to grant options that may become vested immediately upon a change in control.
The statute contains certain limitations and it may not apply to our Company. Our 2025 Equity Incentive Plan includes change-in-control provisions that allow us to grant options that may become vested immediately upon a change in control.
If we are unsuccessful in our collaborative efforts, our ability to develop and market products could be severely limited. 14 The failure to establish and maintain collaborative relationships may have a materially adverse affect on our business.
If we are unsuccessful in our collaborative efforts, our ability to develop and market products could be severely limited. 15 The failure to establish and maintain collaborative relationships may have a materially adverse effect on our business.
We may incur liability arising from the use of hazardous materials. Our business and our facilities are subject to a number of federal, state and local laws and regulations relating to the generation, handling, treatment, storage and disposal of certain toxic or hazardous materials and waste products that we use or generate in our operations.
Our business and our facilities are subject to a number of federal, state and local laws and regulations relating to the generation, handling, treatment, storage and disposal of certain toxic or hazardous materials and waste products that we use or generate in our operations.
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.
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 Roth Sales Agreement with Roth Capital.
Based on our current operating plan and budgeted cash requirements, we believe that we have sufficient funds to finance our operations through April 2026; however, we will need to obtain additional future financing after that time to finance our operations until such time that we can conduct profitable revenue-generating activities.
Based on our current operating plan and budgeted cash requirements, we believe that we have sufficient funds to finance our operations through at least December 2027; however, we will need to obtain additional future financing after that time to finance our operations until such time that we can conduct profitable revenue-generating activities.
Further, contemplating or completing an acquisition and integrating an acquired business, product or technology could divert management and employee time and resources from other matters, which could harm our business, financial condition and operating results.
Further, contemplating or completing an acquisition and integrating an acquired business, product or technology could divert management and employee time and resources from other matters, which could harm our business, financial condition and operating results. 18 Our failure to compete successfully could harm our business.
If our existing stockholders 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, the market price of our common stock could decline.
If our existing stockholders 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 Roth Sales Agreement, the market price of our common stock could decline.
As of December 31, 2024, we have outstanding options and warrants to purchase an aggregate of 8,848,908 shares of our common stock at exercise prices ranging from $0.51 to 16.81 per share with a weighted average exercise price of $3.00 per share.
As of December 31, 2025, we have outstanding and exercisable options and warrants to purchase an aggregate of 8,186,290 shares of our common stock at exercise prices ranging from $0.51 to $16.81 per share with a weighted average exercise price of $3.57 per share.
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 you may lose all or part of your investment. The risks described below are not the only ones that we face.
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 you may lose all or part of your investment.
This volatility, as well as general market conditions, may cause our stock price to fluctuate greatly and even potentially expose us to litigation. Our common stock may be subject to continued volatility. During the past 52 weeks, the share price for our common stock ranged from a low of $1.00 to a high of $4.82.
This volatility, as well as general market conditions, may cause our stock price to fluctuate greatly and even potentially expose us to litigation . Our common stock may be subject to continued volatility. During the 52 weeks in 2025, the share price for our common stock ranged from a low of $0.79 to a high of $6.26.
Policing unauthorized use of our intellectual property is difficult and expensive, and we may not be able to, or have the resources to, prevent misappropriation of our proprietary rights, particularly in countries where the laws may not protect these rights as fully as the laws of the United States.
Policing unauthorized use of our intellectual property is difficult and expensive, and we may not be able to, or have the resources to, prevent misappropriation of our proprietary rights, particularly in countries where the laws may not protect these rights as fully as the laws of the United States. 21 We also rely on the law of trade secrets to protect unpatented technology and know-how.
Nasdaq has rules for continued listing, including, without limitation, minimum market capitalization and other requirements. Failure to maintain our listing, or de-listing from Nasdaq, would make it more difficult for stockholders to dispose of our securities and more difficult to obtain accurate price quotations on our securities. This could have an adverse effect on the price of our common stock.
Failure to maintain our listing, or de-listing from Nasdaq, would make it more difficult for stockholders to dispose of our securities and more difficult to obtain accurate price quotations on our securities. This could have an adverse effect on the price of our common stock.
We also rely on the law of trade secrets to protect unpatented technology and know-how. We try to protect this technology and know-how by limiting access to those employees, contractors and strategic partners with a need to know this information and by entering into confidentiality agreements with these parties.
We try to protect this technology and know-how by limiting access to those employees, contractors and strategic partners with a need to know this information and by entering into confidentiality agreements with these parties.
Disclosure of any trade secret not protected by a patent could materially harm our business. 18 We may be subject to patent infringement claims, which could result in substantial costs and liability and prevent us from selling our products. Third parties may claim that our products or related technologies infringe their patents.
We may be subject to patent infringement claims, which could result in substantial costs and liability and prevent us from selling our products. Third parties may claim that our products or related technologies infringe their patents.
Any of these parties could breach the agreements and disclose our trade secrets or confidential information to our competitors, or these competitors might learn of the information in other ways.
Any of these parties could breach the agreements and disclose our trade secrets or confidential information to our competitors, or these competitors might learn of the information in other ways. Disclosure of any trade secret not protected by a patent could materially harm our business.
We incurred a net loss of $22,535,041 for the year ended December 31, 2024, and $21,038,032 for the year ended December 31, 2023. We anticipate that we will continue to incur operating losses through at least 2025.
We incurred a net loss of $20,313,797 for the year ended December 31, 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 2027.
The manufacture and integration of our materials for devices is a multi-stage process that requires the use of high-quality materials and advanced manufacturing technologies and design. Also, polymer-related device development and manufacturing, whether performed by a silicon photonics design house or elsewhere, must occur in a highly controlled, clean environment to minimize particles and other yield and quality-limiting contaminants.
Also, polymer-related device development and manufacturing, whether performed by a silicon photonics design house or elsewhere, must occur in a highly controlled, clean environment to minimize particles and other yield and quality-limiting contaminants.
Our failure to compete successfully against these existing or future competitors could harm our business. We may be unable to obtain effective intellectual property protection for our products and technology. Our intellectual property, or any intellectual property that we have or may acquire, license or develop in the future, may not provide meaningful competitive advantages.
We do not have a detailed disaster recovery plan. Risks Related to our Intellectual Property We may be unable to obtain effective intellectual property protection for our products and technology. Our intellectual property, or any intellectual property that we have or may acquire, license or develop in the future, may not provide meaningful competitive advantages.
Our common stock will be subject to potential delisting if we do not maintain the listing requirements of the Nasdaq Capital Market. Our common stock commenced trading on The NASDAQ Capital Market on September 1, 2021. We cannot assure you that an active trading market for our common stock will continue to be sustained.
Our common stock commenced trading on The NASDAQ Capital Market on September 1, 2021. We cannot assure you that an active trading market for our common stock will continue to be sustained. Nasdaq has rules for continued listing, including, without limitation, minimum market capitalization and other requirements.
Failure to comply with current or future environmental laws and regulations could result in the imposition of substantial fines, suspension of production, alteration of our production processes, cessation of operations or other actions, which could severely harm our business. 20 Our data and information systems and network infrastructure may be subject to hacking or other cybersecurity threats.
The requirements of these laws and regulations are complex, change frequently and could become more stringent in the future. Failure to comply with current or future environmental laws and regulations could result in the imposition of substantial fines, suspension of production, alteration of our production processes, cessation of operations or other actions, which could severely harm our business.
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.
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. Our common stock will be subject to potential delisting if we do not maintain the listing requirements of the Nasdaq Capital Market.
We are subject to various U.S. governmental regulations related to occupational safety and health, labor and business practices. Failure to comply with current or future regulations could result in the imposition of substantial fines, suspension of production, alterations of our production processes, cessation of operations, or other actions, which could harm our business.
Failure to comply with current or future regulations could result in the imposition of substantial fines, suspension of production, alterations of our production processes, cessation of operations, or other actions, which could harm our business. 20 We may incur liability arising from the use of hazardous materials.
If we fail to hire and retain a sufficient number of qualified management, engineering, sales and technical personnel, we will not be able to attain our business objectives. If we fail to develop and maintain the quality of our manufacturing integration and design processes, our operating results would be harmed.
Competition for highly educated qualified personnel in the polymer industry is intense. If we fail to hire and retain a sufficient number of qualified management, engineering, sales and technical personnel, we will not be able to attain our business objectives.
We do not have a detailed disaster recovery plan. We could be negatively affected as a result of a proxy contest and the actions of activist stockholders.
Risks Related to our Common Stock We could be negatively affected as a result of a proxy contest and the actions of activist stockholders.
If we are not able to develop and continue to improve our manufacturing design processes, if stringent quality controls are not maintained, or if contamination problems arise, our operating results would be harmed.
If we are not able to develop and continue to improve our manufacturing design processes, if stringent quality controls are not maintained, or if contamination problems arise, our operating results would be harmed. 19 The complexity of our organic nonlinear optical materials may lead to errors, defects and bugs, which could result in the necessity to redesign materials and could negatively impact our reputation with customers.
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 million that is available to our Company pursuant to the Roth Sales Agreement with Roth Capital.
We currently have a remaining amount of $12.2 million that is available to our Company pursuant to the Roth Sales Agreement.
Marcelli our Chief Financial Officer, Chief Operating Officer, and Secretary. Accordingly, the loss of the services of any of these persons would adversely affect our business and our ability to continue to commercialize our products, and impede the attainment of our business objectives.
Accordingly, the loss of the services of any of these persons would adversely affect our business and our ability to continue to commercialize our products, and impede the attainment of our business objectives. Our future success will also depend on our ability to attract, retain and motivate highly skilled personnel to assist us with product development and commercialization.
The loss of certain of our key personnel, or any inability to attract and retain additional personnel, could impair our ability to attain our business objectives. Our future success depends to a significant extent on the continued service of our key management personnel, particularly Yves LeMaitre, our Chief Executive Officer, Thomas E. Zelibor, our President and James S.
Our future success depends to a significant extent on the continued service of our key management personnel, particularly Yves LeMaitre, our Chief Executive Officer, Aref Chowdhury, Chief Technology Officer, Lance Thompson, Vice President of Engineering, and Robert Blum, Senior Vice President of Sales.
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We may incur debt in the future that might be secured with our intellectual property as collateral, which could subject our Company to the risk of loss of all of our intellectual property. We currently have no debt to service.
Added
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.
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If we incur debt in the future, we may be required to secure the debt with our intellectual property, including all of our patents and patents pending.
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Our failure to compete successfully against these existing or future competitors could harm our business. The loss of certain of our key personnel, or any inability to attract and retain additional personnel, could impair our ability to attain our business objectives.
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In the event we default on the debt, we could incur the loss of all of our intellectual property, which would materially and adversely affect our Company and cause you to lose your entire investment in our Company. 17 Our failure to compete successfully could harm our business.
Added
If we fail to develop and maintain the quality of our manufacturing integration and design processes, our operating results would be harmed. The manufacture and integration of our materials for devices is a multi-stage process that requires the use of high-quality materials and advanced manufacturing technologies and design.
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Our future success will also depend on our ability to attract, retain and motivate highly skilled personnel to assist us with product development and commercialization. Competition for highly educated qualified personnel in the polymer industry is intense.
Added
We are subject to various U.S. governmental regulations related to occupational safety and health, labor and business practices.
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The complexity of our organic nonlinear optical materials may lead to errors, defects and bugs, which could result in the necessity to redesign materials and could negatively impact our reputation with customers.
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Our data and information systems and network infrastructure may be subject to hacking or other cybersecurity threats.
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The requirements of these laws and regulations are complex, change frequently and could become more stringent in the future.
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The requirements of being a public company are a strain on our systems and resources, are a diversion to management’s attention and are costly.
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As a public company, we are subject to the reporting requirements of the Securities Exchange Act of 1934 (“ Exchange Act ”) the Sarbanes-Oxley Act of 2002 (“ Sarbanes-Oxley Act ”), the Dodd-Frank Wall Street Reform and Consumer Protection Act (“ Dodd-Frank Act ”), and the rules and regulations of The NASDAQ Stock Market.
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The requirements of these rules and regulations increase our legal, accounting and financial compliance costs, make some activities more difficult, time-consuming and costly and may also place undue strain on our personnel, systems and resources. 21 The Exchange Act requires, among other things, that we file annual, quarterly and current reports with respect to our business and operating results.
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The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. We are continuing the costly process of implementing and testing our systems to report our results as a public company, to continue to manage our growth and to implement internal controls.
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We are and will continue to be required to implement and maintain various other control and business systems related to our equity, finance, treasury, information technology, other recordkeeping systems and other operations. As a result of this implementation and maintenance, management's attention may be diverted from other business concerns, which could adversely affect our business.
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Furthermore, we rely on third-party software and system providers for ensuring our reporting obligations and effective internal controls, and to the extent these third parties fail to provide adequate service including as a result of any inability to scale to handle our growth and the imposition of these increased reporting and internal controls and procedures, we could incur material costs for upgrading or switching systems and our business could be materially affected.
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In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time consuming.
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These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies.
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This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management's time and attention from revenue-generating activities to compliance activities.
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If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against us and our business may be adversely affected.
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In addition, we expect these laws, rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to incur substantial costs to maintain appropriate levels of coverage.
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These factors could also make it more difficult for us to attract and retain qualified members of our board of directors, particularly to serve on our audit committee, and qualified executive officers.
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As a result of being a public company, our business and financial condition are more visible, which we believe may result in threatened or actual litigation, including by competitors and other third parties.
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If such claims are successful, our business and operating results could be adversely affected, and even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the time and resources of our management and adversely affect our business and operating results.
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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.
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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.
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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.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeItem 1C. Cybersecurity. Cybersecurity Risk Management and Strategy. We depend on software applications, information technology systems, computing infrastructure and cloud service providers to operate our business. Certain of these systems are managed, hosted, provided or used by third parties, to assist in conducting our business and which have their own cyber security measures in place.
Biggest changeItem 1C. Cybersecurity. Cybersecurity Risk Management and Strategy. We rely on various software applications, information technology systems, computing infrastructure, and cloud service providers to effectively conduct business operations. Several of these systems are managed or utilize a third party administrator, implementing their own cybersecurity measures to safeguard our data.
If our security measures are breached and an unauthorized party obtains access to our proprietary business information, our information systems may be perceived as being unsecure, which could harm our business and reputation, and our proprietary business information could be misappropriated which could have an adverse effect on our business and results of operations." Cybersecurity Governance.
If our security measures are breached and an unauthorized party obtains access to our proprietary business information, our information systems may be perceived as being unsecure, which could harm our business and reputation, and our proprietary business information could be misappropriated which could have an adverse effect on our business and results of operations.” Cybersecurity Governance.
Our information security policies and procedures are required to be reviewed on a regular basis. 25 We have not experienced a cybersecurity incident that resulted in a material adverse impact to our business or operations; however, there can be no guarantee that we will not experience such an incident in the future.
We have not experienced a cybersecurity incident that resulted in a material adverse impact to our business or operations; however, there can be no guarantee that we will not experience such an incident in the future.
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We implement generally applicable industry standards and best practices processes for the assessment, identification, and management of material risks from cybersecurity threats to our information technology systems. We have an Information Security Coordinator who oversees our information security policies and procedures.
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Our Vice President of Human Resources and Administration oversees our cybersecurity strategy, supported by an internal IT Manager and a third-party administrator. This structure ensures that cybersecurity remains a priority at the highest management levels while leveraging specialized expertise.
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Our Information Security Coordinator maintains a cyber incident reporting and response process and provides management notifications based on the seriousness of any incident.
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We maintain a comprehensive cyber risk management program that is designed to meet industry-standard best practices and processes to assess, identify, and manage material risks associated with cybersecurity threats to our information technology systems. Our cybersecurity framework is designed to proactively address potential vulnerabilities and mitigate risks.
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Our Audit Committee has primary responsibility for overseeing our risk-management program relating to cybersecurity , although our Board of Directors participates in periodic reviews and discussion dedicated to cyber risks, threats, and protections.
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The IT Manager oversees our information security policies and procedures, and coordinates with the third party administrator to ensure compliance with our security standards and management of third party risks.
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The Vice President of Human Resources and Administration provides regular updates to the audit committee of the Board of Directors, which is responsible for oversight of cybersecurity, as well as to the full board. Our information security policies and procedures are subject to regular reviews to adapt to evolving threats and to ensure ongoing compliance with regulatory requirements.
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By maintaining a robust cybersecurity posture, we protect our assets, safeguard sensitive information, and ensure the continuity of our operations.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeOur total annual base rent during 2024 is expected to be approximately $387,666.
Biggest changeOur total annual base rent during 2026 is expected to be approximately $399,199.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeWe terminated our 2007 Employee Stock Plan in June 2016 and no additional awards are made under that plan. 2.
Biggest changeWe terminated our 2016 Employee Stock Plan in May 2025 and no additional awards are made under that plan. We terminated our 2007 Employee Stock Plan in June 2016 and no additional awards are made under that plan. 2. Comprised of common stock purchase warrants we issued for services.
Holders of Common Stock On March 18, 2025, we had approximately 67 holders of our common stock, not including persons who hold our common stock in nominee or "street name” accounts through brokers or banks. Dividend Policy Our Company has never paid a cash dividend and has no present plans to pay cash dividends .
Holders of Common Stock On March 20, 2026, we had approximately 68 holders of our common stock, not including persons who hold our common stock in nominee or "street name” accounts through brokers or banks. Dividend Policy Our Company has never paid a cash dividend and has no present plans to pay cash dividends.
Reflects shares of common stock to be issued pursuant to our 2016 Equity Incentive Plan and our 2007 Employee Stock Plan, both of which are for the benefit of our directors, officers, employees and consultants. We have reserved 13,000,000 shares of common stock for such persons pursuant to our 2016 Equity Incentive Plan.
Reflects shares of common stock to be issued pursuant to our 2025 Equity Incentive Plan, 2016 Equity Incentive Plan and our 2007 Employee Stock Plan, all of which are for the benefit of our directors, officers, employees and consultants. We have reserved 6,000,000 shares of common stock for such persons pursuant to our 2025 Equity Incentive Plan.
Securities Authorized for Issuance under Equity Compensation Plans Equity Compensation Plans as of December 31, 2024.
Securities Authorized for Issuance under Equity Compensation Plans Equity Compensation Plans as of December 31, 2025.
Equity Compensation Plan Information Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) Plan category (a) (b) (c) Equity compensation plans approved by security holders (1) 9,499,859 $3.17 3,480,845 Equity compensation plans not approved by security holders (2) 400,000 $0.60 Total 9,899,859 $3.07 3,480,845 1.
Equity Compensation Plan Information Plan category Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) Weighted-average exercise price of outstanding options, warrants and rights (b) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) Equity compensation plans approved by security holders (1) 8,371,078 $ 3.57 3,987,631 Equity compensation plans not approved by security holders (2) 275,000 $ 0.60 Total 8,646,078 $ 3.07 3,987,631 1.
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Comprised of common stock purchase warrants we issued for services. 27 Stock Performance Graph The graph set forth below compares the cumulative total stockholder return on our common stock between December 31, 2019 and December 31, 2024, with the cumulative total return of (a) the NASDAQ Composite Index and (b) Solactive EPIC Core Photonics USD Index NTR, over the same period.
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Recent Sales of Unregistered Securities None during the period covered by this Annual Report on Form 10-K that were not previously disclosed in a Current Report on Form 8-K or in a Quarterly Report on Form 10-Q. Purchases of Equity Securities by the Issuer or Affiliated Purchasers None.
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This graph assumes the investment of $100 on December 31, 2019 in our common stock, the NASDAQ Composite Index and the Solactive EPIC Core Photonics USD Index NTR and assumes the reinvestment of dividends, if any. The graph assumes our closing sales price on December 31, 2019 of $0.70 per share as the initial value of our common stock.
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The comparisons shown in the graph below are based upon historical data. The stock price performance shown in the graph below is not necessarily indicative of, nor is it intended to forecast, the potential future performance of our common stock.
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Information used in the graph was obtained from the NASDAQ Stock Market LLC and Solactive AG, financial data providers and sources believed to be reliable.
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The above graph and related information shall not be deemed “soliciting material” or to be “filed” with the Securities and Exchange Commission, nor shall such information be incorporated by reference into any future filing under the Securities Act or the Exchange Act except to the extent we specifically incorporate it by reference into such filing.
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Our stock price performance shown in the graph below is not indicative of future stock price performance. 28 Recent Sales of Unregistered Securities During the period covered by this report, our Company has sold the following securities without registering the securities under the Securities Act: Date Security January 2024 Common Stock — 19,000 shares of Common Stock at $0.75 per share pursuant to a warrant exercise.
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December 2024 Common Stock — 100,000 shares of Common Stock at $0.77 per share pursuant to a warrant exercise. No underwriters were utilized, and no commissions or fees were paid with respect to any of the above transactions. These persons were the only offerees in connection with these transactions.
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We relied on Section 4(a)(2) and Rule 506 of Regulation D of the Securities Act since the transaction does not involve any public offering. Purchases of Equity Securities by the Issuer or Affiliated Purchasers None. Item 6. RESERVED.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

29 edited+36 added37 removed11 unchanged
Biggest changeGeneral and administrative expenses increased for the year ended December 31, 2024, as compared to the year ended December 31, 2023, primarily due to increases in general and administrative salary and benefits expenses, consulting fees, depreciation expense, investor relations expenses, and sales and marketing expenses, offset by decreases general and administrative non-cash stock option amortization expenses, and accounting expenses. · General and administrative salary and benefits expenses increased by $866,829 in the year ended December 31, 2024, compared to the same period in 2023. · General and administrative consulting fees increased by $215,707 in the year ended December 31, 2024, compared to the same period in 2023. · Depreciation expense increased by $103,624 in the year ended December 31, 2024, compared to the same period in 2023. · Investor relations expenses increased by $54,259 in the year ended December 31, 2024, compared to the same period in 2023. · Sales and marketing expenses increased by $52,623 in the year ended December 31, 2024, compared to the same period in 2023. · These increases were offset by a $263,822 decrease in general and administrative non-cash stock option amortization expense and a $183,722 decrease in accounting fees in the year ended December 31, 2024, compared to the same period in 2023.
Biggest changeGeneral and administrative expenses increased for the year ended December 31, 2025, as compared to the year ended December 31, 2024, primarily due to increases in general and administrative salary and employee benefits expenses and general and administrative non-cash stock option and restricted stock awards and units amortization expenses, offset by a decrease in consulting expenses.
Upon delivery of a placement notice based on our Company’s instructions and subject to the terms and conditions of the at the market sale agreement, Roth Capital may sell the shares by methods deemed to be an "at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act, including sales made directly on or through The Nasdaq Capital Market, on any other existing trading market for the Company’s common stock, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices, or by any other method permitted by law, including negotiated transactions, subject to the prior written consent of our Company.
Upon delivery of a placement notice based on our Company’s instructions and subject to the terms and conditions of the Roth Sales Agreement, Roth Capital may sell the shares by methods deemed to be an “at-the-market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act, including sales made directly on or through The Nasdaq Capital Market, on any other existing trading market for the Company’s common stock, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices, or by any other method permitted by law, including negotiated transactions, subject to the prior written consent of our Company.
Net cash used in operating activities consisted of payments for research and development, legal, professional and consulting expenses, rent and other expenditures necessary to develop our business infrastructure.
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.
Analysis of Cash Flows For the year ended December 31, 2024 Net cash used in operating activities was $15,550,515 for the year ended December 31, 2024, primarily attributable to the net loss of $22,535,041 adjusted by $4,440,003 in options issued for services, $446,628 amortization of deferred compensation, $154,210 in common stock issued for services, $1,682,760 in depreciation expenses and patent amortization expenses, $192,487 amortization of right of use asset, $213,440 loss on disposal of property and equipment and retirement of certain expired patent applications and patents, $(15,189) in accounts receivable, $835,880 in prepaid expenses and other current assets, and ($965,693) in accounts payable, accrued bonuses, accrued expenses, contract liability and other liabilities.
For the year ended December 31, 2024 Net cash used in operating activities was $15,550,515 for the year ended December 31, 2024, primarily attributable to the net loss of $22,535,041 adjusted by $4,440,003 in options issued for services, $446,628 amortization of deferred compensation, $154,210 in common stock issued for commitment shares, $1,682,760 in depreciation expenses and patent amortization expenses, $192,487 amortization of right of use asset, $213,440 loss on disposal of property and equipment and retirement of certain expired patent applications and patents, $(15,189) in accounts receivable, $835,880 in prepaid expenses and other current assets, and ($965,693) in accounts payable, accrued bonuses, accrued expenses, contract liability and other liabilities.
Sources and Uses of Cash 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 products incorporating our polymer materials technology; the costs of filing, prosecuting, defending and enforcing any patent claims and other intellectual property rights; market acceptance of our products and competing technological developments; and our ability to establish cooperative development, joint venture and licensing arrangements.
Sources and Uses of Cash 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 technological developments; and our ability to establish cooperative development, joint venture and licensing arrangements.
The amount of proceeds we receive from the at the market sale agreement, if any, will depend upon the number of shares of our common stock sold and the market price at which they are sold. There can be no assurance that we will be able to sell any shares under or fully utilize this agreement.
The amount of proceeds we receive from the Roth Sales Agreement, if any, will depend upon the number of shares of our common stock sold and the market price at which they are sold. There can be no assurance that we will be able to sell any shares under or fully utilize this agreement.
We have agreed to pay Roth Capital commissions for its services of acting as agent of 3.0% of the gross proceeds from the sale of the shares pursuant to the at the market sale agreement.
We have agreed to pay Roth Capital commissions for its services of acting as agent of 3.0% of the gross proceeds from the sale of the shares pursuant to the Roth Sales Agreement.
These expenses will increase as a result of accelerated development effort 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.
These expenses will increase because of accelerated development efforts 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.
During the year ended December 31, 2024, our primary sources of cash outflows from operations included payroll, rent, utilities, payments to vendors including prototypes development and foundries expenses, laboratory and wafer fabrication materials and supplies expenses, and third-party service providers.
During the year ended December 31, 2025, our primary sources of cash outflows from operations included payroll, rent, utilities, payments to vendors including laboratory and wafer fabrication materials and supplies expenses, and third-party service providers.
At the Market Sale Agreement Roth Capital On December 9, 2022, we entered into the at the market sale agreement with Roth Capital, as sales agent. Pursuant to the at the market sale agreement, our Company may offer and sell up to $35 million in shares of our common stock, from time to time through Roth Capital.
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 may offer and sell up to $35 million in shares of our registered common stock, from time to time through Roth Capital.
Our current cash position enables us to finance our operations through April 2026 before we will be required to replenish our cash reserves.
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.
Other Income For the Year Ended December 31, 2024 For the Year Ended December 31, 2023 Change from Prior Year Percent Change from Prior Year Other Income $ 554,102 $ 187,233 $ 366,869 196 % Other income increased for the year ended December 31, 2024, as compared to year ended December 31, 2023, primarily due to a $519,368 decrease in commitment fee associated with the purchase of shares by an institutional investor for sale under a stock purchase agreement, a $280,433 increase in interest income on money market account, and a recognition of a $210,274 loss on retirement of certain expired patent applications and patents.
Other Income For the Year Ended December 31, 2025 For the Year Ended December 31, 2024 Change from Prior Year Percent Change from Prior Year Other Income $ 447,627 $ 554,102 $ (106,475 ) (19 %) Other income decreased for the year ended December 31, 2025, as compared to year ended December 31, 2024, primarily due to an increase in commitment fee associated with the purchase of shares by an institutional investor for sale under a stock purchase agreement and a decrease in interest income on money market account, offset by a decrease in loss due to retirement of certain expired patent applications and patents.
We expect that our cash used in operations will continue to increase during 2025 and beyond because of the following planned activities: · The addition of management, sales, marketing, technical and other staff to our workforce; · Increased spending for the expansion of our research and development efforts, including purchases of additional laboratory and production equipment; · Increased spending in marketing as our products are introduced into the marketplace; · Partnering with commercial foundries to implement our electro-optic polymers into accepted PDKs by the foundries; · Developing and maintaining collaborative relationships with strategic partners; · Developing and improving our manufacturing processes and quality controls; and · Increases in our general and administrative activities related to our operations as a reporting public company and related corporate compliance requirements. 2023 and 2025 Purchase Agreements with Lincoln Park On February 28, 2023, our Company entered into the 2023 Purchase Agreement with Lincoln Park, pursuant to which Lincoln Park agreed to purchase from us up to $30 million of our common stock (subject to certain conditions) from time to time over a 36-month period.
We expect that our cash used in operations will continue to increase during 2026 and beyond because of the following planned activities: The addition of management, sales, marketing, technical, production and other staff to our workforce; Increased spending for the expansion of our research and development efforts, including purchases of additional laboratory and production equipment; Increased spending in marketing as our products are introduced into the marketplace; Partnering with commercial foundries to implement our electro-optic polymers into accepted PDKs by the foundries; Developing and maintaining collaborative relationships with strategic partners; Developing and improving our manufacturing processes and quality controls; and Increases in our general and administrative activities related to our operations as a reporting public company and related corporate compliance requirements. 32 At the Market Sales Agreement Roth Capital On December 9, 2022, we entered into the Roth Sales Agreement with Roth Capital, as sales agent.
On December 9, 2022, our Company entered into the at the market sale agreement with Roth Capital, as sales agent, whereby pursuant to the at the market sale agreement, our Company may offer and sell up to $35 million in shares of our registered common stock, from time to time through Roth Capital.
Pursuant to the Roth Sales Agreement, our Company may offer and sell up to $35 million in shares of our common stock, from time to time through Roth Capital.
During the year ended December 31, 2023, we recognized $40,502 of licensing and royalty revenue. Cost of sales During the year ended December 31, 2024, we recognized $7,395 in cost of sales. During the year ended December 31, 2023, we recognized $2,513 in cost of sales.
During the year ended December 31, 2024, we recognized $7,395 in cost of sales.
On December 31, 2023, our cash and cash equivalents totaled $31,432,087, our assets totaled $41,783,585, our liabilities totaled $5,349,771 and we had stockholders’ equity of $36,433,814. Contractual Obligations See “Note 8–Leases” of the notes to the financial statements contained elsewhere within this Annual Report on Form 10-K for a discussion of our operating lease for office and laboratory space. 35
On December 31, 2024, our cash and cash equivalents totaled $27,667,964, our assets totaled $37,807,983, our liabilities totaled $4,384,078 and we had stockholders’ equity of $33,423,905. Contractual Obligations See “Note 8–Leases” of the notes to the financial statements contained elsewhere within this Annual Report on Form 10-K for a discussion of our operating lease for office and laboratory space. 33
Roth Capital is not required to sell any specific number of shares of our common stock under the agreement.
Roth Capital is not required to sell any specific number of shares of our common stock under the agreement. We cannot assure you that we will be able to sell any shares under or fully utilize the Roth Sales Agreement with Roth Capital.
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.
Further details on each item are discussed in Notes 1, 7, 9 and 11 to our Financial Statements included in this Annual Report on Form 10-K. 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.
We expect that we will incur approximately $1,727,000 of expenditures per month over the next 12 months. 33 We expect the proceeds received pursuant to the 2023 and the 2025 Lincoln Park purchase agreements and, the at the market sale agreement with Roth Capital, the exercise of options and warrants, and commercial operations to provide us with sufficient funds to maintain our operations over the next 12 months.
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 maintain our operations over the next 12 months.
On March 17, 2025, our Company entered into the 2025 Purchase Agreement with Lincoln Park to sell up to $30 million of registered common stock over a 36-month period, subject to the conditions set forth therein. As of the date of this filing, $30 million remains on the 2025 Purchase Agreement.
On March 17, 2025, we entered into a new purchase agreement with Lincoln Park (the “2025 Purchase Agreement”) to sell up to $30 million of registered common stock over a 36-month period. On December 12, 2025, the 2025 Purchase Agreement was terminated in conjunction with the Titan Offering.
We have satisfied our capital requirements since inception primarily through the issuance and sale of our common stock. 30 Results of Operations Comparison of year ended December 31, 2024 to year ended December 31, 2023 Revenues 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, 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. Cost of Sales During the year ended December 31, 2025, we recognized $6,823 in cost of sales.
Liquidity and Capital Resources Our primary source of operating cash inflows was (i) proceeds from the sale of common stock to Lincoln Park (institutional investor) pursuant to purchase agreements with Lincoln Park and proceeds from sale of common stock by Roth Capital (investment banking company) pursuant to the at the market sale 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.
Liquidity and Capital Resources During 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 at-the-market sales 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. 31 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 “Offering”).
On February 28, 2023, our Company entered into the 2023 Purchase Agreement with Lincoln Park to sell up to $30 million of registered common stock over a 36-month period. As of the date of this filing, $0 remains on the 2023 Purchase Agreement.
The underwriter warrants will be immediately exercisable at an exercise price of $3.45 per share during the five-year period following the date of the Underwriting Agreement. On February 28, 2023, we entered into a purchase agreement with Lincoln Park (the “2023 Purchase Agreement”) to sell up to $30 million of registered common stock over a 36-month period.
Net cash used by investing activities was $2,957,201 for the year ended December 31, 2023, consisting of $307,687 in cost for intangibles, $3,292,224 in asset additions for the Colorado headquarter facility and labs offset by $642,120 in a loan repayment and $590 in proceeds on sale of property and equipment.
Net cash used by investing activities was $1,817,202 for the year ended December 31, 2025, consisting of $485,429 in cost for intangibles and $1,331,773 in asset additions for the Colorado headquarter facility and labs.
As of the date of this filing, $31.5 million remains available to our Company pursuant to the at the market sale agreement.
As of the date of this filing, $12,235,261 remains available pursuant to the Roth Sales Agreement.
On December 31, 2024, our cash and cash equivalents totaled $27,667,964, our assets totaled $37,807,983, our liabilities totaled $4,384,078 and we had stockholders’ equity of $33,423,905.
On December 31, 2025, our cash and cash equivalents totaled $69,017,354, our assets totaled $79,185,249, our liabilities totaled $4,539,419 and we had stockholders’ equity of $74,645,830.
For the year ended December 31, 2023 Net cash used in operating activities was $12,236,024 for the year ended December 31, 2023, primarily attributable to the net loss of $21,038,032 adjusted by $6,459,387 in options issued for services, $262,697 amortization of deferred compensation, $673,578 in common stock issued for services, $1,119,141 in depreciation expenses and patent amortization expenses, $184,835 amortization of right of use asset, $215,509 gain on disposal of property and equipment, ($587,540) in prepaid expenses, $935,795 in accounts receivable, accounts payable, accrued bonuses, accrued expenses, deferred revenue and other liabilities.
Analysis of Cash Flows For the year ended December 31, 2025 Net cash used in operating activities was $13,749,186 for the year ended December 31, 2025, primarily attributable to the net loss of $20,313,797 adjusted by $2,051,204 in options issued for services, $551,466 amortization of deferred compensation, $801,595 amortization of performance stock units, $1,278,403 amortization of restricted stock units, $370,311 in common stock issued as commitment shares under the 2023 and 2025 Purchase Agreements, $1,903,368 in depreciation expenses and patent amortization expenses, $205,354 amortization of right of use asset, $20,018 gain on disposal of property and equipment, $45,170 loss due to retirement of certain expired patent applications, ($145,188) in accounts receivable, ($199,360) in prepaid expenses and other current assets, and ($277,694) in accounts payable, accrued bonuses, accrued expenses, contract liability and other liabilities.
Net Loss For the Year Ended December 31, 2024 For the Year Ended December 31, 2023 Change from Prior Year Percent Change from Prior Year Net Loss $ 22,535,041 $ 21,038,032 $ 1,497,009 7 % Net loss was $22,535,041 and $21,038,032 for the year ended December 31, 2024 and 2023, respectively, for an increase of $1,497,009 due primarily to increases in salary and benefits expenses, depreciation expense, prototype device development and wafer fabrication expenses, and consulting fees, recognition of loss on retirement of certain expired patent applications and patents, 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.
Net Loss For the Year Ended December 31, 2025 For the Year Ended December 31, 2024 Change from Prior Year Percent Change from Prior Year Net Loss $ 20,313,797 $ 22,535,041 $ (2,221,244 ) (10 %) Net loss was $20,313,797 and $22,535,041 for the year ended December 31, 2025 and 2024, respectively, for a decrease of $2,221,244 due primarily to decreases prototype device development and wafer fabrication expenses, and research and development travel expenses, offset by net increases in salaries and employee benefits expenses and an increase in commitment fee associated with the purchase of shares by an institutional investor for sale under a stock purchase agreement.
During the year ended December 31, 2024, the Company received $12,366,965 in proceeds pursuant to the 2023 Purchase Agreement with Lincoln Park, $1,779,976 in proceeds pursuant to the at the market sale agreement with Roth Capital, $337,350 in proceeds pursuant to the exercise of options and warrants and $63,884 in cash collections from customer contracts, of which $50,000 related to the proceeds received under a material supply and license agreement and $13,884 to the proceeds received for a contact for processing work on the devices supplied by a customer.
During the year ended December 31, 2025, the Company received $1,486,983 in proceeds pursuant to the 2023 Purchase Agreement, $3,646,655 in proceeds pursuant to the 2025 Purchase Agreement, $18,785,657 in proceeds pursuant to the Roth Sales Agreement, $32,825,700 in proceeds from the Titan Offering, $355,583 in proceeds pursuant to the exercise of options and warrants, and $75,000 in cash collections from the material supply and license agreement.
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Overview Lightwave Logic, Inc. is a technology platform company leveraging its proprietary engineered electro-optic (EO) polymers to transmit data at higher speeds with less power in a small form factor.
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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.
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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.
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Overview 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.
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Our differentiation at the modulator device level is in higher speed, lower power consumption, simplicity of manufacturing, small footprint (size), and reliability.
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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.
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We have demonstrated the electro-optic polymers potential for higher speed and lower power consumption in packaged devices, and during 2024, we continued to make advances in techniques to translate our world class material properties to efficient, reliable modulator devices with commercial foundries.
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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.
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We are currently focused on a) working with potential and existing customers to integrate our proprietary materials into our customers’ specific PIC and device architecture. b) testing and demonstrating the superior performance, simplicity of manufacturability and reliability of our devices, including in conjunction with the silicon photonics manufacturing ecosystem c) providing our potential and existing customers with the proper Process Development Kits (PDKs) to enable the efficient and fast integration of our materials into their own design and manufacturing plans.
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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.
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In 2024 we continued to work with silicon-based foundry partners to help scale in volume our polymer modulator devices and we received working modulator chips from these foundries. We have advanced and matured our interactions with our foundry partners and we continue to receive working modulator chips for prototyping.
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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.
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Silicon-based foundries are semiconductor fabrication plants developed for the electronics IC business, that are now engaging with silicon photonics to increase their wafer throughput. Partnering with silicon-based foundries not only demonstrates that our polymer technology can be transferred into standard production lines using standard equipment, it also allows us to efficiently utilize our capital.
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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.
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The foundry partnerships will allow us to scale our high-performance polymer optical engines quickly and efficiently. We have now received silicon wafers that range up to 200mm in diameter, which aligns well with foundry manufacturing.
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As of January 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.
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Our extremely strong and broad patent portfolio allows us to optimize our business model in three areas: 1) Traditional focus on polymer materials development, 2) Patent licensing and 3) Technology transfer to foundries. We are continually looking to strengthen our patent portfolio both by internal inventions and acquisition of intellectual property.
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Unless the context otherwise requires, all references to the “Company,” “we,” “our” or “us” and other similar terms means Lightwave Logic, Inc. Also, this Form 10-K Annual Report may include the names of various government agencies and the trade names of other companies.
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We are initially targeting applications in fiber optic data communications and telecommunications markets, in particular ultra-high bandwidth optical connections deployed inside and between datacenters and/or AI clusters. In addition, we are exploring other applications that include automotive/LIDAR, sensing, displays, storage, aerospace and defense, etc., for our polymer technology platform.
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Unless specifically stated otherwise, the use or display by us of such other parties’ names and trade names in this report is not intended to and does not imply a relationship with, or endorsement or sponsorship of us by, any of these other parties. Commencement of Commercial Operations We commenced commercial operations in May 2023.
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Our goal is to have our unique polymer technology platform become ubiquitous across multiple market verticals over and above the optical fiber optic communications markets. 29 Artificial Intelligence (AI) has been integrating deeper within our daily activities with applications to make us more efficient and possibly smarter.
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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 applications 28 Business Strategy Business Model - Material + IP Licensing Our business model is centered on the commercialization of proprietary electro-optic polymer materials and related intellectual property through material supply and licensing arrangements.
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The impact on the internet is huge, and the internet is based on an optical network that utilizes data centers to route and switch traffic or information to and from destinations. Data centers are being upgraded today in a fashion that the industry has not seen before with significant investments of capital.
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We do not currently seek to manufacture finished optical transceivers, discrete photonic devices, or complete optical modules. Our strategy is to enable customers to incorporate our materials into their own device platforms and manufacturing ecosystems, leveraging established semiconductor foundry infrastructure.
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The expected demands of increased traffic, information, and data driven by AI is changing the way the internet is being operated. AI is now creating new and interesting market opportunities to upgrade the internet. Three of these opportunities are important today: density, speed, and low power and these are very well aligned with our high performance electro-optic polymers modulator platform.
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Our revenue model may include one or more of the following components: Material Sales We supply EO polymer materials to customers for evaluation, prototyping, and potential commercial production. Material sales may occur during development phases as well as during volume manufacturing, subject to customer qualification and demand.
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We are designing high performance polymer modulator optical engines to support the rise and growth of AI as it generates more information that will travel through the internet and optical network.
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If customer programs transition to commercial production incorporating our materials, material revenue would be expected to scale with device volumes. Intellectual Property Licensing We may enter into licensing agreements covering aspects of our polymer compositions, device designs, integration processes, and related intellectual property.
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While we are not directly an AI company designing electronic processors, we do see immediate benefits of enabling higher levels of information to cross the internet using our optical polymer modulator platform. Commencement of Commercial Operations We commenced commercial operations in May 2023.
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Licensing arrangements may include: • Upfront license fees, • Development or milestone-based payments, or • Field-of-use or application-specific licenses. The structure and economics of such agreements vary depending on customer requirements and the scope of intellectual property granted.
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Our Company is also in various stages of photonic proprietary device designs and materials development and evaluation with potential customers and strategic partners. We expect to continue to obtain a revenue stream from technology licensing agreements, and to obtain additional revenue streams from technology transfer agreements and sale of our electro-optic proprietary device designs.
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Royalty or Production-Based Fees In certain arrangements, we may receive royalties or other production-based payments tied to the manufacture or sale of devices incorporating our materials or licensed technology. The structure, rate, and duration of such payments depend on negotiated terms and customer product lifecycles. There can be no assurance that any given customer program will result in royalty-bearing production.
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Business Strategy Our first revenue stream was obtained from our entry into a material supply license agreement to provide Perkinamine ® chromophore materials for polymer based photonic devices and photonic integrated circuits (PICs). Our Company is also in various stages of photonic device designs and materials development and evaluation with potential customers and strategic partners.
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Revenue Timing Considerations Customer engagements typically progress through multi-stage development cycles. During early stages, revenue may consist primarily of material sales, non-recurring engineering (“NRE”) fees, prototype-related activities, or development support. Based on the current status of customer programs, we anticipate that revenues, if any, recognized during 2026 would primarily relate to material supply, NRE arrangements, or prototype and development activities.
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We expect to continue to obtain a revenue stream from technology licensing agreements, and to obtain additional revenue streams from technology transfer agreements and sale of our proprietary electro-optic devices.
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We do not currently expect significant revenue from volume commercial production of customer products until 2027 at the earliest. The timing and magnitude of any production-related revenue depend on successful product qualification, yield validation, customer adoption decisions, end-market demand, and broader industry conditions.
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Specifically, our business strategy provides that our revenue stream will be derived from one or some combination of the following: (i) technology licensing for specific product application; (ii) joint venture relationships with significant industry leaders; and (iii) the sale of our own proprietary electro-optic device designs.
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There can be no assurance that development-stage programs will transition to volume production, that anticipated timelines will be achieved, or that commercial revenues will occur as expected. 29 Strategic Flexibility While our current strategy is focused on materials supply and intellectual property licensing, we may evaluate selective opportunities to participate more directly in device-level development in limited circumstances.
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Our objective is to be a leading provider of proprietary technology and know-how in the electro-optic materials and devices.
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Such participation, if pursued, would likely be application-specific and would depend on market conditions, partnership opportunities, capital requirements, and strategic considerations. We have not committed to entering device manufacturing as a core component of our business model, and any such activity would be evaluated in the context of our overall capital allocation priorities and commercialization strategy.
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In order to meet this objective, we intend to continue to: • Further the development of proprietary organic electro-optic polymer material systems • Develop photonic device designs based on our P 2 IC™ technology • Develop proprietary intellectual property • Grow our device design development capabilities • Partner with silicon-based foundries who can scale volume quickly • Grow our product reliability and quality assurance capabilities • Grow our optoelectronic packaging and testing capabilities • Grow our commercial material manufacturing capabilities • Maintain/develop strategic relationships with major telecommunications and data communications companies to further the awareness and commercialization of our technology platform • Add high-level personnel with industrial and manufacturing experience in key areas of our materials and device development Create Organic Polymesr-Enabling design and production of Electro-Optic Modulators We intend to utilize our proprietary optical polymer technology to create an initial portfolio of commercial electro-optic polymer product devices designs with applications for various markets, including telecommunications, data communications and data centers.
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Operating Leverage Our model is designed to leverage existing semiconductor fabrication infrastructure rather than require capital-intensive wafer fabrication facilities. By integrating into established foundry process flows, we seek to enable scalable production through customer and foundry manufacturing capacity.
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These product devices will be part of our proprietary photonics integrated circuit (PIC) technology platform . Capital Requirements 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.
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If customer programs advance to high-volume production, incremental material demand and royalty streams may provide operating leverage due to the intellectual property-driven nature of our model. However, realization of such leverage depends on successful qualification, customer adoption, competitive dynamics, and end-market demand.
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Operating expenses For the Year Ended December 31, 2024 For the Year Ended December 31, 2023 Change from Prior Year Percent Change from Prior Year Research and development 16,806,548 $ 15,903,689 $ 902,859 6 % General and administrative 6,370,805 5,359,565 1,011,240 19 % $ 23,177,353 $ 21,263,254 $ 1,914,099 9 % Research and development expenses increased for the year ended December 31, 2024, as compared to the year ended December 31, 2023, 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 amortization expenses, research and development recruiting fees, and research and development employee relocation expenses in the year ended December 31, 2024, compared to the same period in 2023. · Research and development salary and benefits expenses increased by $1,472,979 in the year ended December 31, 2024, compared to the same period in 2023. · Depreciation expense increased by $424,232 in the year ended December 31, 2024, compared to the same period in 2023. · Prototype device development and wafer fabrication expenses increased by $341,555 in the year ended December 31, 2024, compared to the same period in 2023. · Research and development travel expenses increased by $107,351 in the year ended December 31, 2024, compared to the same period in 2023. · Research and development rent expenses increased by $99,898 in the year ended December 31, 2024, compared to the same period in 2023. · Property tax expenses increased by $98,181 in the year ended December 31, 2024, compared to the same period in 2023. · Research and development consulting expenses increased by $65,261 in the year ended December 31, 2024, compared to the same period in 2023. · Research and development software expenses increased by $64,318 in the year ended December 31, 2024, compared to the same period in 2023. · Laboratory and wafer fabrication materials and supplies expenses increased by $59,090 in the year ended December 31, 2024, compared to the same period in 2023. · These increases were offset by a $1,571,632 decrease in research and development non-cash stock option amortization expenses, a $216,115 decrease in research and development recruiting fees, and a $108,305 decrease in research and development employee relocation expenses in the year ended December 31, 2024, compared to the same period in 2023. 31 We expect to continue to incur substantial research and development expenses developing and commercializing our electro-optic materials platform.
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Commercialization Process (Design Win Cycle) We pursue customer adoption through a structured, multi-stage engagement framework that we refer to as our Design Win Cycle. This process is designed to guide customer programs from initial technology evaluation through potential production ramp within established semiconductor manufacturing ecosystems.
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Other income increased for the year ended December 31, 2023, as compared to the year ended December 31, 2022, primarily due to an increase in interest income earned on money market account of $568,137 and a gain on disposal of fixed assets of $215,509, offset by an increase in commitment fee associated with the purchase of shares by an institutional investor for sale under a stock purchase agreement in the amount of $463,869.
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While program timelines vary based on customer requirements, foundry schedules, application complexity, and market conditions, the Design Win Cycle typically spans approximately 18 to 24 months. Capital Requirements We have satisfied our capital requirements since inception primarily through the issuance and sale of our common stock.
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These increases were offset by decreases in non-cash stock option amortization expense, 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. 32 Significant Accounting Policies Our Company’s accounting policies are more fully described in Note 1 of Notes to Financial Statements.
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Results of Operations Comparison of the year ended December 31, 2025 to the year ended December 31, 2024 Revenues During the year ended December 31, 2025, we recognized $106,855 of licensing and royalty revenue and $130,000 of non-recurring engineering revenue.
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On July 2, 2021, our Company filed a $100 million universal shelf registration statement which became effective on July 9, 2021, and expired on July 8, 2024. On July 26, 2024, the Company filed a new $100 million universal shelf registration statement which became effective on August 5, 2024.

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Other LWLG 10-K year-over-year comparisons