tcubed
4 hours ago
As of the last 10-Q, dated 11/12/24 for the period 09/30/24
Preferred Stock
Pursuant to the Company’s articles of incorporation, the Company’s Board of Directors is empowered, without stockholder approval, to issue series of preferred stock with any designations, rights and preferences as they may from time to time determine. The rights and preferences of this preferred stock may be superior to the rights and preferences of the Company’s common stock; consequently, preferred stock, if issued could have dividend, liquidation, conversion, voting or other rights that could adversely affect the voting power or other rights of the common stock. Additionally, preferred stock, if issued, could be utilized, under special circumstances, as a method of discouraging, delaying or
preventing a change in control of the Company’s business or a takeover from a third party.
https://www.otcmarkets.com/filing/conv_pdf?id=17963639&guid=wBB-kFxAigoCVch
prototype_101
17 hours ago
Reagan, you put together a fairly compelling study of relevant information, I have been hopeful that LWLG would be left to grow its business organically beginning with the Modulators for Datacom/Telecom and then mushrooming out into the many various verticals including LIDAR, medical devices, sensors, compute, etc, but the value of the PROVEN technology LWLG has in-hand today is HUGE in and of itself, it is the long sought after holy grail of Photonics that for 40+ years all the largest companies, the government, DARPA, DOD, etc have all tried and failed to accomplish, my current MINIMUM valuation for Developments and IP to-date is in the $1-$2 Billion range which would equate to about $8 to $17 per share, however I think if the company entertains any such offer there may very well ensue a bidding war, and the companies Lebby has told investors that would be our customers, ie Google, Amazon, Cisco, Nvidia, etc are all RICH in cash on their Balance Sheets and it would be a major coup for whomever controls this technology for implementing the true Next Generation of solutions for Ai and the Internet of Things
Let's see what Yves has to say of March 13th and I'm sure we will have a better indication of the direction of deal(s) to be done, whether that be with Strategic Partnering with various Tier 1's or an outright buyout of the company!
RREAGAN
18 hours ago
Alright Ladies- As far as I see- All evidence points to an imminent acquisition or announcement of ongoing discussions around a strategic transaction or investment that will then be announced as a definitive agreement By June. based on executive compensation structuring, insider activity, institutional accumulation, governance changes, and patent/IP positioning. Heres my case:
1️⃣ Change-in-Control Compensation (Golden Parachutes)
Indicator: Executives will receive payouts & stock acceleration if LWLG is acquired.
🚩 Why It Matters: Ensures executives do not resist an acquisition, aligning leadership interests with a buyout.
📝 Supporting Filing: Proxy Statement (DEF 14A, 2024)
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2️⃣ Board Restructuring with M&A-Experienced Executives
Indicator: New board members specialize in corporate transactions & M&A.
🚩 Why It Matters: Companies expecting to remain independent do not appoint M&A-heavy board members.
📝 Supporting Filing: Proxy Statement (DEF 14A, 2023-2024)
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3️⃣ No Poison Pill or Takeover Defenses
Indicator: LWLG has NOT implemented a staggered board, poison pill, or other takeover defenses.
🚩 Why It Matters: Companies that want to avoid acquisition install protections—LWLG has not.
📝 Supporting Filing: 10-K (2023, 2024)
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4️⃣ Sudden Increase in Equity Grants & Short-Term Vesting Schedules
Indicator: RSUs & stock options vesting within 6-12 months (unusual for normal equity plans).
🚩 Why It Matters: Short vesting ensures executive retention during an acquisition.
📝 Supporting Filing: Proxy Statement (DEF 14A, 2024)
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5️⃣ Cash Reserves & Liquidity Increase Despite Losses
Indicator: Cash holdings remain high despite negative earnings.
🚩 Why It Matters: Companies raise cash ahead of M&A for transaction costs.
📝 Supporting Filing: 10-Q (March, June, September 2024)
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6️⃣ Insider Selling & Unusual Institutional Activity
Indicator: Former CEO Michael Lebby filed Form 144 to sell 250,000 shares through UBS Financial.
🚩 Why It Matters: Insiders often sell before an M&A is announced to lock in gains.
📝 Supporting Filing: Form 144 (Feb 2025)
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7️⃣ Institutional Accumulation & Strategic Buyer Positioning
Indicator: Large purchases by institutional investors in Q3-Q4 2024.
🚩 Why It Matters: Hedge funds & strategic buyers accumulate shares before an M&A announcement.
📝 Supporting Filing: Form 13F (Institutional Holdings Report, Q4 2024)
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8️⃣ References to "Strategic Alternatives" & Partnerships
Indicator: SEC filings mention licensing agreements & business combinations.
🚩 Why It Matters: Coded language used before an acquisition announcement.
📝 Supporting Filing: 10-K & 10-Q (2023-2024)
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9️⃣ Unregistered Sales of Stock & Institutional Placement
Indicator: LWLG issued millions of shares to institutional investors.
🚩 Why It Matters: Strategic buyers accumulate shares privately before a deal.
📝 Supporting Filing: 10-Q (Q2 & Q3 2024)
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🔟 Major Stock Issuance & Financing Moves (Aug 2024)
Indicator: LWLG raised funds via Lincoln Park Capital Fund & Roth Capital Partners.
🚩 Why It Matters:
Companies raise capital before M&A to improve valuation.
Two separate investment firms signal institutional preparation for a major event.
📝 Supporting Filing: 8-K (Aug 2024, Item 8.01)
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1️⃣1️⃣ Another Key Board Appointment with M&A Ties (July 2024)
Indicator: Yves LeMaitre appointed to the Board
🚩 Why It Matters:
Former Lumentum Chief Strategy Officer—led a $1.8B acquisition of Oclaro.
Companies preparing for acquisition hire M&A-experienced executives.
📝 Supporting Filing: 8-K (July 2024, Item 5.02)
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1️⃣2️⃣ Material Modifications to Shareholder Rights (June 2024)
Indicator: Bylaws amended to change stockholder voting structure.
🚩 Why It Matters:
Removing poison pill or governance cleanup often happens before an acquisition.
📝 Supporting Filing: 8-K (June 2024, Item 3.03)
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1️⃣3️⃣ Executive Compensation Adjustments & New Options Grants (June 2024)
Indicator: CEO & President received large salary & bonus increases + stock options vesting in 6 months.
🚩 Why It Matters:
Short-term vesting aligns with M&A payout structure.
📝 Supporting Filing: 8-K (June 2024, Item 5.02)
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1️⃣4️⃣ Shareholder Meeting & Voting Trends (May 2024)
Indicator:
Board re-election & approval of executive compensation packages.
🚩 Why It Matters:
Ensures leadership stability during an acquisition.
📝 Supporting Filing: 8-K (May 2024, Item 5.07)
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1️⃣5️⃣ Rapid Increase in Patent Filings & IP Expansion
Indicator: LWLG expanded its patent portfolio, acquiring IP from Chromosol Ltd (UK).
🚩 Why It Matters:
Companies maximize IP value before an acquisition.
Tech & semiconductor companies often acquire firms specifically for patents.
📝 Supporting Filing: 10-K (2023, 2024)
1️⃣6️⃣ Unusual Options Activity
Multiple large call purchases on December 18 & 23, 2024, targeting March 2025 & June 2025 expiration dates.
Significant volume spikes, with some contracts showing open interest increases of 30-100x prior levels.
"Multi-Sweep" & "Size > Prior OI" trades indicate institutional or hedge fund positioning.
🚨 Why It Matters:
Large, unusual call option purchases often signal insider knowledge or market positioning ahead of a catalyst.
The timing aligns with an insider exercising their options, meaning someone may have anticipated a corporate event.
Call volume increasing this aggressively suggests speculation about an acquisition or strategic move.
See you on the other side.
prototype_101
19 hours ago
keep in mind the 40+ year Industry quest of all the major companies, the government, DARPA, DOD, was for a highly stabile and highly EO active Polymer which has VAST applications, for long-timers, remember Terry Turpin and the " what killer app?", anyways LWLG has this in hand today, no other company has this, so make no mistake this is highly valuable technology and will become ubiquitous in uses just as Lebby has told investors so many times!!
The PkM material systems have accomplished what Industry has sought after for 40+ years, it is the holy grail of Photonics
IBM, Lockheed Martin, DuPont, AT&T Bell Labs, Honeywell, Motorola, HP, 3M, and others in addition to numerous universities and U.S. Government Agencies, have attempted to produce high-performance, high-stability electro-optic polymers
DanM51
22 hours ago
OVER!? DID YOU SAY OVER!?
cue Bluto's big speech from Animal House.....
There are guys here that were pumping Rockley til the day before it went bankrupt.....There are guys here that held Spectra 7, at 10 cents, thinking that's gotta be the rock bottom and there'll be a miracle turnaround. (Ya got 2.8 cents per share for your troubles). There's guys here waiting decades for funding to dig a hole in the ground in Nebraska.
People expecting much out of the "special" call?--The cult wanted, begged, for more communication (hand-holding) so you got it from the new guy. If no other company is named as a partner, collaborator, licensee.....you still got nothing...
prototype_101
1 day ago
After proving the material performance and reliability LWLG needed to prove the material works just as well in devices. At OFC 24, after announcing a partnership with AMF, a foundry based out of Singapore, where together, both companies revealed a complete PDK of photonic structures (waveguides, splitters, gratters etc...) on 200mm wafers, LWLG demonstrated a 200G/L modulator. And Dr Lebby explained that in order to convince future partner of the long term value of polymers, as a solution for an industry about to hit the technical wall, it was to prove that future generations of devices could be built using organic EO polymers. LWLG chose to work with Polariton to prove next gen devices.
At ECOC24, LWLG and Polariton demonstrated, a peer reviewed solution, at 400G/L.
Furthering this avenue of future proofing, they now modeled the next step with a plasmonic MZM reaching 997GHz at only 3db optical loss.
Obviously, Dr Lebby was too adamant and unflexible with his commercial stance, which prevented commercial deals promised for 2024. The BoD intervened and brought in a deal specialist in Yves LeMaitre. In January 2025, the initial presentation on the new Go-to-Market strategy was made.
The performance and reliability of the material was never questioned. They were reaffirmed as a core competency.
Earlier this week, polymers were part of a "Photonic Integration Week" with UPVfab Micro fabrication pilot line and VLC Photonics in Valencia Spain:
"VLC Photonics (Hitachi Group), a leader in pure-play Photonic Integrated Circuits (PIC) design and testing services, is joining Photonic Integration Week as a Platinum Sponsor! 🌟 With expertise across all material platforms (SOI, SiN, SiO2/PLC), III-V materials (InP, GaAs...), TFLN, BTO, polymers, AlO2, Graphene... they’re driving the future of photonics with cutting-edge engineering solutions."
In the post above, they are again part of the discussion on PIC Integration at LIGENTEC in Switzerland.
At 200G/L, traditional materials were able to find a working solution, using 8 lanes, even though the power consumption is really not sustainable.
As the industry is contemplating next gen at 1.6T and 3.2T transceivers, the power consumption becomes unmanageable with existing materials and ease of integration with a lower lane count becomes more critical for high volume scale up. Polymers offer a path towards that future. Yves dealmaking abilities are being called on to make sure polymers are part of the future.
Yves and Tom 6-month options, expiring in June 2025, offer a good guideline as to when a first step (design-in win?) towards a commercial step (licensing agreement) may be expected by.
The market keeps growing as AI implementation cases are seeping from just a few market leaders (Nvidia...) towards more numerous enterprises driven cases. Good days ahead.
GLTAL
AR.
https://www.reddit.com/r/LWLG/comments/1j57ybu/epic_mtg_on_pic_manufacturing_lwlg_present_thru/
prototype_101
1 day ago
the latest round of Annual Incentive Comps were issued at $5 strike, and this was at a time the PPS was in 3's!!
20 MILLION Shorts Covering Deadline Established June 2025, the gauntlet was put down with the issuance of the new CEO and President Incentive Options being FULLY VESTED in 6 months or June of 2025, this is an UNPRECEDENTED MOVE in the entire history of LWLG!! Normally these types of Incentive Compensation Options are issued to vest incrementally over a 5 year period
a couple more things to keep in mind,
1) the latest round of Annual Incentive Comps were issued at $5 strike, and this was at a time the PPS was in 3's!!
2) Leonberger buying up 100,000 options outright and disposing of exactly ZERO!!
Oh and BTW, the fact is that the long-term investors here are not paid to post, it's the unethical bashers who the cat's been dragging in that are paid, from one basher recent post "LWLG not having promise"? Seriously?!!!
Remember, the Industry worked extremely hard in the 80's and 90's for the holy grail of Photonics development which was a stabile Polymer but was largely unsuccessful in ALL their efforts including the largest companies, the government, DOD, DARPA etc, IBM, Lockheed Martin, DuPont, AT&T Bell Labs, Honeywell, Motorola, HP, 3M, and others in addition to numerous universities and U.S. Government Agencies, have attempted to produce high-performance, high-stability electro-optic polymers