《「美國智能眼鏡公司」Innovative Eyewear Inc（LUCY）美股招股說明書 S-1（2025-05-09版）（英文版）（40頁）.pdf》由會員分享，可在線閱讀，更多相關《「美國智能眼鏡公司」Innovative Eyewear Inc（LUCY）美股招股說明書 S-1（2025-05-09版）（英文版）（40頁）.pdf（40頁珍藏版）》請在三個皮匠報告上搜索。

1、2025/5/10 23:44sec.gov/Archives/edgar/data/1808377/000182912625003518/innovativeeye_s1.htmhttps:/www.sec.gov/Archives/edgar/data/1808377/000182912625003518/innovativeeye_s1.htm1/40 As filed with the Securities and Exchange Commission on May 9,2025.Registration Number 333-UNITED STATESSECURITIES AND

2、EXCHANGE COMMISSIONWashington,D.C.20549 FORM S-1 REGISTRATION STATEMENTUNDER THE SECURITIES ACT OF 1933 Innovative Eyewear,Inc.(Exact Name of Registrant as Specified in its Charter)Florida 5995 85-0734861(State or other jurisdiction ofincorporation or organization)(Primary Standard IndustrialClassif

3、ication Code Number)(I.R.S.EmployerIdentification No.)11900 Biscayne Blvd.,Suite 630North Miami,Florida,33181(954)826-0329(Address,Including Zip Code,and Telephone Number,Including Area Code,of Registrants Principal Executive Offices)Harrison GrossChief Executive Officer11900 Biscayne Blvd.,Suite 63

4、0North Miami,Florida,33181(954)826-0329(Name,Address,Including Zip Code,and Telephone Number,Including Area Code,of Agent for Service)with Copies to:Barry I.Grossman,Esq.Sarah W.Williams,Esq.Justin Grossman,Esq.Ellenoff Grossman&Schole LLP1345 Avenue of the AmericasNew York,NY 10105Phone:(212)370-13

5、00Fax:(212)370-7889 Approximate date of commencement of proposed sale to public:As soon as practicable after the effective date hereof.2025/5/10 23:44sec.gov/Archives/edgar/data/1808377/000182912625003518/innovativeeye_s1.htmhttps:/www.sec.gov/Archives/edgar/data/1808377/000182912625003518/innovativ

6、eeye_s1.htm2/40Table of Contents If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 underthe Securities Act,check the following box.If this Form is filed to register additional securities for an offering pursuant to Rule 462

7、(b)under the Securities Act,check thefollowing box and list the Securities Act registration statement number of the earlier effective registration statement for the sameoffering.If this Form is a post-effective amendment filed pursuant to Rule 462(c)under the Securities Act,check the following box a

8、nd listthe Securities Act registration number of the earlier effective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(d)under the Securities Act,check the following box and listthe Securities Act registration number of the earlier e

9、ffective registration statement for the same offering.Indicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,a smallerreporting company or an emerging growth company.See the definitions of“large accelerated filer,”“accelerated filer,”“

10、smallerreporting company”and“emerging growth company”in Rule 12b-2 of the Exchange Act.Large accelerated filerAccelerated filerNon-accelerated filerSmaller reporting company Emerging growth company If an emerging growth company,indicate by check mark if the registrant has elected not to use the exte

11、nded transition period forcomplying with any new or revised financial accounting standards provided to Section 7(a)(2)(B)of the Securities Act.The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effectivedate until the registrant shall file

12、 a further amendment which specifically states that this registration statement shallthereafter become effective in accordance with Section 8(a)of the Securities Act of 1933 or until the registration statementshall become effective on such date as the Commission,acting pursuant to Section 8(a),may d

13、etermine.2025/5/10 23:44sec.gov/Archives/edgar/data/1808377/000182912625003518/innovativeeye_s1.htmhttps:/www.sec.gov/Archives/edgar/data/1808377/000182912625003518/innovativeeye_s1.htm3/40Table of Contents The information contained in this preliminary prospectus is not complete and may be changed.T

14、hese securities may not besold until the registration statement filed with the Securities and Exchange Commission is effective.This preliminaryprospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where theoffer or sale is not perm

15、itted.PRELIMINARY PROSPECTUSSUBJECT TO COMPLETIONDATED MAY 9,2025 Innovative Eyewear,Inc.1,988,099 Shares of Common Stock This prospectus relates to the resale of up to 1,988,099 shares of common stock,par value$0.00001 per share,of InnovativeEyewear,Inc.(“we,”“us,”“our,”or the“Company”),consisting

16、of(a)up to 218,646 shares of common stock issuable uponexercise of series G warrants(the“Series G Investor Warrants”)at an exercise price of$2.60 per share originally issued by us onApril 14,2025 in a private placement of warrants pursuant to inducement offer letters dated April 11,2025(the“Offering

17、”),(b)upto 1,724,814 shares of common stock issuable upon exercise of series H warrants(the“Series H Investor Warrants”)at an exerciseprice of$2.60 per share originally issued by us on April 14,2025 to H.C.Wainwright&Co.,LLC in connection with the Offeringand(c)up to 44,639 shares of common stock is

18、suable upon exercise of the placement agent warrants(the“PA Warrants”,collectively,with the Series G Investor Warrants and Series H Investor Warrants,the“Warrants”)at an exercise price of$3.25 pershare originally issued by us on April 14,2025 to H.C.Wainwright&Co.,LLC in connection with the Offering

19、.This registration does not mean that the selling stockholders named herein will actually offer or sell any of these shares.We willnot receive any proceeds from the resale of any of the shares of common stock being registered hereby sold by the sellingstockholders.However,we may receive proceeds fro

20、m the exercise of the Warrants held by the selling stockholders exercised otherthan pursuant to any applicable cashless exercise provisions of such warrants.Our common stock and warrants issued in our initial public offering(the“Listed Warrants”)are currently listed on Nasdaq underthe symbols“LUCY”a

21、nd“LUCYW,”respectively.On May 8,2025 the last reported sale price of our common stock was$1.80per share.Following effectiveness of the registration statement of which this prospectus forms a part,the sale and distribution of securitiesoffered hereby may be effected from time to time in one or more t

22、ransaction that may take place on Nasdaq(or such other marketor quotation system on which our common stock is then listed or quoted),including ordinary brokers transactions,privatelynegotiated transactions or through sales to one or more dealers for resale of such securities as principals,at market

23、prices prevailingat the time of sale,at prices related to such prevailing market prices or at negotiated prices.Usual and customary or specificallynegotiated brokerage fees or commissions may be paid by selling stockholders.The selling stockholders and intermediaries throughwhom such securities are

24、sold may be deemed“underwriters”within the meaning of the Securities Act of 1933,as amended(the“Securities Act”),with respect to the securities offered hereby,and any profits realized or commissions received may be deemedunderwriting compensation.This prospectus describes the general manner in which

25、 shares of common stock may be offered and sold by any sellingstockholders.When the selling stockholders sell shares of common stock under this prospectus,we may,if necessary and requiredby law,provide a prospectus supplement that will contain specific information about the terms of that offering.An

26、y prospectussupplement may also add to,update,modify or replace information contained in this prospectus.We urge you to carefully read thisprospectus,any accompanying prospectus supplement and any documents we incorporate by reference into this prospectus and anyaccompanying prospectus supplement be

27、fore you make your investment decision.We are an“emerging growth company”as that term is defined in the Jumpstart Our Business Startups Act of 2012 and,as such,have elected to take advantage of certain reduced public company reporting requirements for this prospectus and future filings.Investing in

28、our securities involves a high degree of risk.See“Risk Factors”on page 11.Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus is truthful or complete.Any representation to the contrary is a

29、 criminal offense.2025/5/10 23:44sec.gov/Archives/edgar/data/1808377/000182912625003518/innovativeeye_s1.htmhttps:/www.sec.gov/Archives/edgar/data/1808377/000182912625003518/innovativeeye_s1.htm4/40 2025/5/10 23:44sec.gov/Archives/edgar/data/1808377/000182912625003518/innovativeeye_s1.htmhttps:/www.

30、sec.gov/Archives/edgar/data/1808377/000182912625003518/innovativeeye_s1.htm5/40Table of Contents TABLE OF CONTENTS PageProspectus Summary 1Cautionary Note Regarding Forward-Looking Statements 10Risk Factors 11Use of Proceeds 12Description of Securities Being Registered 15Selling Stockholders 17Plan

31、of Distribution 19Experts 21Legal Matters 21Where You Can Find More Information 21Incorporation of Certain Information By Reference 22 Please read this prospectus carefully.We incorporate by reference important information into this prospectus.You may obtain theinformation incorporated by reference

32、without charge by following the instructions under“Where You Can Find MoreInformation.”You should carefully read this prospectus as well as additional information described under“Incorporation ofCertain Information by Reference,”before deciding to invest in our securities.We have not authorized anyo

33、ne to provide you withany information or to make any representations about us,the securities being offered pursuant to this prospectus or any other matterdiscussed in this prospectus,other than the information and representations contained in and incorporated by reference into thisprospectus.If any

34、other information or representation is given or made,such information or representation may not be relied uponas having been authorized by us.The information contained in and incorporated by reference into this prospectus is accurate only as of the date of this prospectus,regardless of the time of d

35、elivery of this prospectus or of any sale of our common stock.Neither the delivery of this prospectus norany distribution of securities in accordance with this prospectus shall,under any circumstances,imply that there has been nochange in our affairs since the date of this prospectus.This prospectus

36、 will be updated and made available for delivery to the extentrequired by the federal securities laws.We further note that the representations,warranties and covenants made by us in any document that is filed as an exhibit to theregistration statement of which this prospectus is a part were made sol

37、ely for the benefit of the parties to such agreement,including,in some cases,for the purpose of allocating risk among the parties to such agreements,and should not be deemed to be arepresentation,warranty or covenant to you.Moreover,such representations,warranties or covenants were accurate only as

38、of thedate when made.Accordingly,such representations,warranties and covenants should not be relied on as accurately representing thecurrent state of our affairs.This prospectus includes estimates,statistics and other industry data that we obtained from industry publications,research,surveysand stud

39、ies conducted by third parties and publicly available information.Such data involves a number of assumptions andlimitations and contains projections and estimates of the future performance of the industries in which we operate that are subjectto a high degree of uncertainty.This prospectus also incl

40、udes data based on our own internal estimates.We caution you not to giveundue weight to such projections,assumptions and estimates.This prospectus contains references to our trademarks and service marks and to those belonging to other entities.Solely forconvenience,trademarks and trade names referre

41、d to in this prospectus may appear without the or symbols,but suchreferences are not intended to indicate,in any way,that we will not assert,to the fullest extent possible under applicable law,ourrights or the rights of the applicable licensor to these trademarks and trade names.We do not intend our

42、 use or display of othercompanies trade names,trademarks or service marks to imply a relationship with,or endorsement or sponsorship of us by anyother companies.i2025/5/10 23:44sec.gov/Archives/edgar/data/1808377/000182912625003518/innovativeeye_s1.htmhttps:/www.sec.gov/Archives/edgar/data/1808377/0

43、00182912625003518/innovativeeye_s1.htm6/40Table of Contents PROSPECTUS SUMMARY This summary highlights information about our company,this offering and information contained in greater detail in other partsof this prospectus or incorporated by reference into this prospectus from our filings with the

44、Securities and ExchangeCommission(“SEC”)listed in the section entitled“Information Incorporated by Reference.”Because it is only a summary,itdoes not contain all of the information that you should consider before purchasing our securities in this offering and it isqualified in its entirety by,and sh

45、ould be read in conjunction with,the more detailed information appearing elsewhere orincorporated by reference into this prospectus.You should read the entire prospectus,the registration statement of which thisprospectus is a part,and the information incorporated by reference into this prospectus in

46、 their entirety,including the“RiskFactors”and our financial statements and the related notes incorporated by reference into this prospectus,before purchasingour securities in this offering.Unless the context indicates otherwise,as used in this prospectus,the terms“we,”“us,”“our,”“the Company,”“Innov

47、ativeEyewear”and“our business”refer to Innovative Eyewear,Inc.Our Company We develop and sell smart eyeglasses and sunglasses,which are designed to allow our customers to remain connected to theirdigital lives,while also offering prescription eyewear and sun protection.Founded and headquartered in M

48、iami,Florida,wewere initially organized as a Florida limited liability company effective August 15,2019.We were founded by Lucyd Ltd.,theinventor and licensor of the technology that our products are based upon,which is a portfolio company of Tekcapital Europe Ltd.(“Tekcapital”).Tekcapital is a U.K.b

49、ased university intellectual property accelerator which builds portfolio companies aroundnew technologies.On March 26,2020,we converted from a Florida limited liability company into a Florida corporation.Our smart eyewear products enable the wearer to listen to music,take and make calls,and use voic

50、e assistants and ChatGPT toperform many common smartphone tasks hands-free.Since the official launch of our first commercial product,our goal has beento create smart eyewear for all-day wear that looks like and is priced similarly to designer eyewear,but is also lightweight andcomfortable,and enable

51、s the wearer to remain connected to their digital lives.Through our various product offerings asdescribed below,we have created a smart upgrade for all four of the major types of eyewear:prescription eyeglasses,ready-to-wear sunglasses,safety glasses,and sport glasses.Our core product line,Lucyd Lyt

52、e(which includes the Lyte XL units),was first introduced in 2021 and continues togrow and expand with the ongoing addition of new styles and multiple technological upgrades and advancements.TheCompany is continuously iterating and improving its frame lineup,offering a mixture of“Lucyd icons”(styles

53、that haveconsistently performed well since the introduction of Lucyd Lyte)and new styles seasonally to align with market trendsand evolving consumer demand.We currently offer 13 different models under the Lucyd Lyte collection.In January 2024,we launched the Nautica Powered by Lucyd smart eyewear co

54、llection in eight different styles,alongwith various branded accessories including a power brick,cleaning cloth,and a slipcase adorned with the iconicNautica sail logo.This collection introduced the Companys first“global fit”style,which supports low nose bridgecustomers.In April 2024,we launched the

55、 Eddie Bauer Powered by Lucyd smart eyewear collection in four different styles,which showcases the first-to-market rimless smart eyewear design.We believe the Eddie Bauer collection is theCompanys most premium product to date,and features brushed titanium hardware,improved sound quality,andincludes

56、 the patent-pending Lucyd dock with every unit.12025/5/10 23:44sec.gov/Archives/edgar/data/1808377/000182912625003518/innovativeeye_s1.htmhttps:/www.sec.gov/Archives/edgar/data/1808377/000182912625003518/innovativeeye_s1.htm7/40Table of Contents In October 2024,we launched the Lucyd Armor line,an AN

57、SI-certified smart safety glass designed for all-day wear.This product line provides all the powerful features of Lucyd eyewear in a stylish safety wrap.Lucyd Armor smartsafety glasses have been certified to meet safety standards in the U.S.,Canada,United Kingdom,and European Union.In April 2025,we

58、launched the Reebok Powered by Lucyd sport smart sunglasses collection in eight different styles.This collection features custom high-fidelity speakers,powerful amplifiers,and equalizers specifically tuned foroutdoor activities and sports environments.We plan to launch the Reebok Powered by Lucyd pr

59、emium optical collection in the fourth quarter of 2025.Our current product offering consists of 34 different models,which offers a similar amount of style variety as many traditionaleyewear collections.All styles are each available with 100+different lens types,resulting in thousands of variations o

60、f productscurrently available.We believe our brand partnerships play a significant role in our revenue growth by offering a morediversified product line that speaks to consumers from different demographics(for example,Nautica generally appeals to amore fashion-forward customer than Lucyd Lyte,while

61、Eddie Bauergenerally appeals to an older demographic than our otherlines,and Reebok generally appeals to a younger,more active and athletic demographic than our other lines).Some of the many things our customers can do with their Lucyd smartglasses include:1.“Send a voice message to(contact)”:this c

62、ommand begins the recording of an audio message to be sent to namedcontact.2.“Send a text to(contact)”:begins recording of a speech-to-text message to be sent by SMS to named contact.3.“Call(contact)”:speed-dials the named contact.4.“Send$_ to(contact)”:this command allows our user to send money to

63、a contact via Venmo or Apple Pay.Followthe digital assistants prompts to confirm.5.“Check my messages”:this command reads out our users latest incoming text messages and offers a prompt to reply toeach.Close out the digital assistant to end the readout.6.“Check my mailbox”:this command announces the

64、 number of unread emails,and reads them out with a prompt tocontinue after each one.In the prompt after each one,our customers can tell their digital assistant“Reply”and dictatean email response to the previous email.7.“Find(cuisine type)food nearby”:this command reads through a list of nearby resta

65、urants and their ratings,andprompts our user for directions or to call after each one.8.“Call me an Uber”:this command prompts the user on which type of Uber ride they want,then asks to confirm to senda car to our users location.9.“What time is it?”:announces the current time.10.“Play(song/album/art

66、ist)”:this command begins playing the requested song,album,or artist via Apple Music.11.“Get me directions to(location)”:this command begins navigating on phone,with audible directions on glasses.12.“Take a memo”:this command begins recording a speech-to-text memo in Notes.Say“Read my Notes”to play

67、back.22025/5/10 23:44sec.gov/Archives/edgar/data/1808377/000182912625003518/innovativeeye_s1.htmhttps:/www.sec.gov/Archives/edgar/data/1808377/000182912625003518/innovativeeye_s1.htm8/40Table of Contents Since the launch of Lucyd Lyte,we witnessed growing interest and demand from customers throughou

68、t the United States andhave sold thousands of our smart glasses.We believe smart eyewear is a product category whose time has come,and we believewe are well positioned to capitalize on and help develop this exciting new sector where eyewear meets electronics in a user-friendly,mass market format,pri

69、ced similarly to designer eyewear.The Company currently has 115 patents and applications,44 of which were licensed from Lucyd Ltd.,25 assigned directly toInnovative Eyewear,and 46 licensed from Ingeniospec.In April 2023,we introduced a major software upgrade for our glasses with the launch of the Lu

70、cyd app for iOS and Android.This free application enables the user to converse with the extremely popular ChatGPT AI language model on our glasses,toinstantly gain the benefit of one of the worlds most powerful AI assistants in a hands-free ergonomic interface.The app deploysa powerful and unique Si

71、ri integration with the Open AI API for ChatGPT,as well as a Bixby integration for Samsung phones,developed internally by the Company.The Company has filed a patent application related to this software.In 2024,we added a“Pro”version of the app,which provides unlimited ChatGPT interactions and priori

72、ty tech support for amodest monthly or annual fee.This is a new revenue stream for our business,and represents our first diversification in productrevenue from frames and lenses.In 2024,we also launched a new feature called“Walkie”for the Lucyd app,which enablesthousands of users to join each other

73、on walkie-talkie style communication channels.This feature was designed with our LucydArmor smart safety glass product in mind,to enable coworking teams to communicate freely on smart eyewear.In February 2025,we updated the Lucyd apps Walkie feature,enabling premium subscribers access to secure and

74、private walkiechannels,providing businesses and organizations with a powerful tool to communicate confidentially and seamlessly throughLucyd smart eyewear.We plan to launch more new features for the Lucyd app in the future,such as an audio equalizer enablingthe user to optimize sound output for diff

75、erent types of content such as calls and podcasts,and touch control customizations.We believe these developments make our Lucyd eyewear perhaps the smartest smartglasses available today,and represent asignificant marketing opportunity for our core smartglass products.A large part of our strategy is

76、not just to provide a leading smart eyewear platform,but to build a highly functional mobilesoftware and interactive retail fixture ecosystem to support user adoption and“stickiness”with our products.We haveengineered and provided a variety of virtual try-on kiosks,modular display systems,and intera

77、ctive LCD fixtures to fit any retailenvironment.These devices introduce our products to prospective retail customers and enable them to digitally try-on our line ofsmart glasses in a touch-free manner.Many of our retail fixtures allow for customization to suit our retail store partners needs,and the

78、 most recently developed fixtures feature a proprietary kiosk app we recently developed in-house.Our most advanceddisplays offer a complete Lucyd experience,including virtual try-on,social media content,detailed product info and videos,andseamless music demos which overall provide an immersive onboa

79、rding experience for prospective customers in retail storescarrying our frames.Our Market Opportunity One of our key opportunities is converting traditional eyeglass and sunglass wearers to smart eyewear consumers since thesecustomers are already familiar with wearing optical products.According to a

80、 2021 report of the Vision Council,a non-profittrade association that serves member companies of the optical industry,there are approximately 167 million adults wearingprescription eyeglasses in the United States.According to the Vision Council,the total addressable market for eyewear in the U.S.was

81、$68 billion in 2024,growing at about2.7%from 2023.The smartglass market size was estimated at$1.9 billion worldwide in 2024,and is expected to grow at acompounded annual growth rate of 27%from 2025 to 2030 according to Grand View Research.32025/5/10 23:44sec.gov/Archives/edgar/data/1808377/000182912

82、625003518/innovativeeye_s1.htmhttps:/www.sec.gov/Archives/edgar/data/1808377/000182912625003518/innovativeeye_s1.htm9/40Table of Contents At the same time,the market for digital assistants like Siri,Google Voice,Bixby and Alexa has grown rapidly worldwide inrecent years,estimated at over 8 billion v

83、oice assistant-enabled devices in use in 2024,doubling the amount from 2020 andindicating strong proliferation of voice-controlled devices.We view the popularity of voice assistants as an important catalyst forthe smart eyewear market,since hands-free access to voice-based AI is a notable feature th

84、ereof and a key advantage of ourproducts over standalone smartphone usage.The common denominator among markets for the hearables and digital assistants is that they facilitate real-time access to digitaldata,whether it is through music,calls,navigational directions,or information,among other uses.Th

85、e combination of hearablesand digital assistants provides a transparent,ergonomic interface between the users and their digital lives.At InnovativeEyewear,we are dedicated to a touch-free interface and untethering our customers eyes from their smartphone screens,throughour smart eyewear product.The

86、synergistic fusion of these three markets(eyewear,digital assistants,and hearables)enables,in our view,an opportunity tocreate a completely new experience of connected eyewear,which smoothly delivers the functionality of both optical glasses andheadphones,eliminating the need for either on its own.N

87、evertheless,several orthodoxies of the eyewear industry still hold,namely:if you want to sell a lot of eyewear,we believe it should be attractive,stylish,comfortable(e.g.,lightweight,which webelieve to be approximately one ounce)and cost roughly the same as traditional eyewear.This is what we have s

88、ought toachieve,and in our view have accomplished with the introduction of Lucyd Lyte eyewear.A key indicator of the potential future success of smart eyewear in the consumer market is the rise of smartwatches,which asearly as 2018 have intermittently surpassed traditional wristwatches in unit sales

89、 in the United States.We believe that thesimilarities between smartwatches and smart eyewear compared to their traditional counterparts indicate that the future ofeyewear will also be smart.Our Business Strategy When we initially organized Innovative Eyewear four years ago,there was,in our view,no a

90、ttractive smart eyewear thataddressed the basic consumer need for good-looking designer glasses that were stylish,comfortable,lightweight,provided thefunctionality of hearables,and priced around the same as regular glasses.At the core of our strategy are the following principles:1.Consumers prefer s

91、mart eyewear that looks and feels like traditional glasses and sunglasses;this is a key element in thedesign of all of our frames,and makes it easier for traditional eyewear users to switch to our products.2.For a smart eyewear line to achieve mass market penetration,it should cost a similar amount

92、to traditional designereyewear,especially while the category is still emerging and most consumers and not yet familiar with it.3.Smart eyewear must be user-friendly and have an interface that is easy to navigate by the wearer,even when their handsare wet or gloved.As such,we deploy highly tactile in

93、terfaces on our eyewear.4.The battery life of smart eyewear should be sufficient to support smart functionalities throughout the day withoutneeding to be recharged mid-day.5.Rather than burdening our hardware with mechanical features such as cameras and microdisplays which may beunnecessary for many

94、 users,we instead leverage software platforms that can add functionality without increasing theweight or size of the frames.6.By adhering to the above principles,we can eliminate any“costs of switching”from traditional eyewear to smarteyewear,and build customer lifetime value by offering a more powe

95、rful combination of fashion,smart features,andvision correction and protection than available from other companies.42025/5/10 23:44sec.gov/Archives/edgar/data/1808377/000182912625003518/innovativeeye_s1.htmhttps:/www.sec.gov/Archives/edgar/data/1808377/000182912625003518/innovativeeye_s1.htm10/40Tab

96、le of Contents All of our products are designed in Miami,manufactured in China,and sold through e-commerce channels,including on ourwebsite(Lucyd.co),BestB,DicksSportingG,B,W,T,and A,and sold by over 300 optical and sporting goods retailers.Additionally,we are pursuing online and in-store big box re

97、tailers,andin-store and online specialty retailers.Based on the existing demand for our products,current distribution,and recentlyconsummated supply agreements,we anticipate that our products will be available in a significant number of new third-partyretail locations in 2025.We believe that people

98、care about what they wear on their faces,and because we understand that customers have diversepreferences about the shape,size,and design of their eyewear,we aim to continuously introduce new models in an effort to offera wide variety of designs.We continuously present new models of eyewear to our n

99、etwork of followers to vote on those stylesthey find most appealing.We view this as community-approved design.Competition The smart eyewear industry in which we operate is competitive and subject to changes in practice.While we believe that ourproducts are hybrid of eyeglasses and audio technology,w

100、hich gives us a unique product that provides us with competitiveadvantages,we may face competition from many different entities now and in the future.All of our competitors have substantially greater manufacturing,financial,research and development,personnel,and marketingresources than we do.As a re

101、sult,although we believe our products are currently superior,our competitors may be able todevelop superior products,and compete more aggressively and sustain their competitive advantage over a longer period of timethan us.Our products may be rendered obsolete in the face of competition.Our Competit

102、ive Strengths A Unique Solution to a Common Problem.While immensely useful,smartphones can present a safety hazard to motorists,pedestrians,and cyclists because smartphones can distract people from the task or activity at hand.According to the GovernorsHighway Safety Association,there were over 7,00

103、0 pedestrian deaths in the U.S.in 2023,and experts believe smartphones werepartially to blame.Recent data from the Governors Highway Safety Association indicates that since 2010,the number ofpedestrian deaths rose by 77%,while all other traffic deaths increased by 22%(Pedestrian Traffic Fatalities b

104、y State:2022Preliminary Data (https:/www.ghsa.org/resources/Pedestrians24).We believe that the distraction created by smartphonesoriginates in two forms:(1)via headphones or earbuds,where the user is deprived of full audible situational awareness;and(2)via the visual interface of the phone,which dis

105、tracts the user completely from their surroundings.Lucyd Lyte open-ear audiohelps address this problem by having the speakers mounted at the temples(in the arms)of the glasses.There is nothing in the earcanal and,as a result,individuals can better maintain situational awareness,such as hearing the t

106、raffic around them,as well asnearby sounds.Many of our competitors have relatively bulky speakers enclosed within the temples,while Lucyd Lytesspeakers and temples are thin,which allows them to look similar to traditional designer glasses.Furthermore,through the quickand easy touch controls on the L

107、ucyd Lyte,the wearer can perform many tasks for which they would normally pull out theirphone-thus our glasses help untether the eyes of the user from their smartphones throughout the day and enable them to remainmore visually vigilant and aware of the traffic around them.Affordable Price Point.Our

108、Lucyd Lyte eyewear provides both optical-quality glasses and a Bluetooth headset together,atroughly the same price as a traditional pair of designer glasses,which is core to the disruptive potential of our product.OurLucyd Lyte line of smart eyewear enables prescription and sunglass wearers to inter

109、act with digital assistants and social mediawithout having to take their eyes off the road and are nearly hands-free,thereby improving the safety and convenience of takingcalls,listening to music,and audibly accessing digital information on the go.The Manufacturers Suggested Retail Price(“MSRP”)for

110、Lucyd Lyte 2.0 eyewear starts at$149,with advanced options and customizations available at higher price points,which are at the discretion of the customer.A basic prescription lens upgrade is offered for$40.By comparison,most of ourU.S.-based competitors offer products that are more expensive,starti

111、ng at approximately$249 or higher,with higher costs to addprescriptions.52025/5/10 23:44sec.gov/Archives/edgar/data/1808377/000182912625003518/innovativeeye_s1.htmhttps:/www.sec.gov/Archives/edgar/data/1808377/000182912625003518/innovativeeye_s1.htm11/40Table of Contents Quality.All of our frames ca

112、n be outfitted in-house or by optical resellers with any combination of prescription,sunglass,reading,and blue light lens formats.Our frame fronts are made with what we believe are high quality optical materials to ensureeasy lens fitting by any optician.Customizable Product Offering.There are 100+l

113、ens types available for Lucyd Lyte,making it the most customizable smarteyewear in the world.Innovative Eyewear has a partnership with a high-quality optical lab in Boston to produce prescription andcustom lenses for our frames quickly and affordably.Our contract with a third-party optical lab also

114、allows us to offer directprescription fulfillment to our customers.Comfort.At just 1.0-1.5 ounces,our eyewear has a feather-light fit,suitable for all day vision correction or sun protection(traditional glasses weigh about one ounce).This is especially important while on the go.Our 1.0 ounce titaniu

115、m aviators areamong the lightest smart eyewear ever made.Long Battery Life.At 12 hours of playback per charge,our current product offering of Lucyd eyewear outpaces most,if not all,of the competition on battery life.Capital Light Business Model.All of our products are sold through multiple e-commerc

116、e channels,including on our website(Lucyd.co),BestB,DicksSportingG,and A,and are distributed through optical or other retailers(such as,but not limited to,Metro Optics Eyewear and Marca Eyewear Group,Inc.).We believe this capital light approach ishighly scalable and efficient in the deployment of re

117、sources.We view“capital light”as being more efficient by obviating theneed to build factories and retail stores,while partnering with existing companies in both of these groups.Multiple-Channel Approach.We sell our products both through multiple online channels and multiple categories of brick-and-m

118、ortar retail stores.We believe this multi-channel approach provides us with an advantage against our competitors who sell in anarrower selection of channels.Experienced Management Team.We have an experienced board of directors with more than 100 years of combined experiencein the eyewear industry,an

119、d a management team with substantial experience in software and electronics engineering andoperating eyewear and technology companies.Corporate Information We were initially organized as a limited liability company under the laws of the State of Florida on August 15,2019.Weconverted the Company from

120、 a Florida limited liability company into a Florida corporation on March 25,2020.Our principalexecutive office is located at 11900 Biscayne Blvd.,Suite 630,North Miami,FL,33181,and our phone number is(786)785-5178.We maintain a website at www.lucyd.co.Following the effectiveness of the registration

121、statement of which this prospectusis a part,we intend to announce material information to the public through filings with the SEC,the investor relations page ofour website,as well as press releases,public conference calls,and investor conferences.The reference to our website is intended to be an ina

122、ctive textual reference only.The information contained on,or that can beaccessed through,our website is not part of this prospectus and investors should not rely on such information in decidingwhether to purchase shares of our common stock.Our“Lucyd”logo,the Lucyd Lyte name and the slogan“Upgrade yo

123、ur Eyewear”and our other registered or common lawtrademarks mentioned in this prospectus are the exclusive licensed property of Innovative Eyewear Inc.Other trade names,trademarks,and service used in this prospectus are the property of their respective owners.62025/5/10 23:44sec.gov/Archives/edgar/d

124、ata/1808377/000182912625003518/innovativeeye_s1.htmhttps:/www.sec.gov/Archives/edgar/data/1808377/000182912625003518/innovativeeye_s1.htm12/40Table of Contents Implications of Being an Emerging Growth Company We qualify as an“emerging growth company”as defined under the Securities Act of 1933,as ame

125、nded(the“Securities Act”).Asa result,we are permitted to,and intend to,rely on exemptions from certain disclosure requirements that are otherwiseapplicable to public companies.These provisions include,but are not limited to:-being permitted to present only two years of audited financial statements a

126、nd only two years of related“ManagementsDiscussion and Analysis of Financial Condition and Results of Operations”in this prospectus;-not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of2002,as amended(or the Sarbanes-Oxley Act);-reduced d

127、isclosure obligations regarding executive compensation in our periodic reports,proxy statements andregistration statements;and-exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholderapproval of any golden parachute payments not previously appr

128、oved.In addition,an emerging growth company can take advantage of an extended transition period for complying with new orrevised accounting standards.This provision allows an emerging growth company to delay the adoption of some accountingstandards until those standards would otherwise apply to priv

129、ate companies.We have elected to avail ourselves of this extendedtransition period.We will remain an emerging growth company until the earliest to occur of:(i)our reporting$1.235 billion ormore in annual gross revenues;(ii)the end of fiscal year 2028;(iii)our issuance,in a three year period,of more

130、than$1 billionin non-convertible debt;and(iv)the end of the fiscal year in which the market value of our common stock held by non-affiliatesexceeded$700 million on the last business day of our second fiscal quarter.We have elected to take advantage of certain of the reduced disclosure obligations an

131、d may elect to take advantage of otherreduced reporting requirements in future filings.As a result,the information that we provide to our stockholders may be differentthan the information you might receive from other public reporting companies in which you hold equity interests.To the extent that we

132、 continue to qualify as a“smaller reporting company,”as such term is defined in Rule 12b-2 under theSecurities Exchange Act of 1934,as amended,after we cease to qualify as an“emerging growth company,”certain of theexemptions available to us as an“emerging growth company”may continue to be available

133、to us as a smaller reportingcompany,including:(1)not being required to comply with the auditor attestation requirements of Section 404(b)of theSarbanes-Oxley Act;(2)scaled executive compensation disclosures;and(3)the ability to provide only two years of auditedfinancial statements,instead of three y

134、ears.72025/5/10 23:44sec.gov/Archives/edgar/data/1808377/000182912625003518/innovativeeye_s1.htmhttps:/www.sec.gov/Archives/edgar/data/1808377/000182912625003518/innovativeeye_s1.htm13/40Table of Contents THE OFFERING Common stock outstanding.3,095,570 shares.Common stock offered by SellingSharehold

135、ers:1,988,099 shares.Common stock to be outstandingafter this offering(1)5,083,669 shares(assuming the exercise of all of the Warrants)Use of proceeds We will not receive any proceeds from the sale of the common stock by the sellingstockholders.We may receive proceeds upon the exercise of the Warran

136、ts(to the extentthe registration statement of which this prospectus is a part is then effective and,ifapplicable,the“cashless exercise”provision is not utilized by the holder).Any proceedswill be used for general corporate and working capital or for other purposes that theBoard of Directors,in their

137、 good faith,deems to be in the best interest of the Company.No assurances can be given that any of such warrants will be exercised.See“Use ofProceeds.”Nasdaq Symbol and Trading Our common stock and our Listed Warrants are currently listed on Nasdaq under thesymbols“LUCY”and“LUCYW,”respectively.Risk

138、Factors An investment in our securities involves a high degree of risk.Please see the sectionentitled“Risk Factors”beginning on page 11 of this prospectus.In addition beforedeciding whether to invest in our securities,you should consider carefully the risks anduncertainties described in the section

139、captioned“Risk Factors”contained in our AnnualReport on Form 10-K for the fiscal year ended December 31,2024 filed with the SEC onMarch 24,2025,and other filings we make with the SEC from time to time,which areincorporated by reference herein in their entirety,together with other information in this

140、prospectus and the information incorporated by reference herein.The number of shares of our common stock to be outstanding upon completion of this offering is based on 3,095,570 shares ofour common stock outstanding as of May 8,2025,and excludes:53,800 shares of common stock issuable upon exercise o

141、f stock options currently outstanding,at a weighted averageexercise price of$18.25 per share;195,400 shares of common stock issuable from previously-awarded restricted stock units;318,714 shares of our common stock reserved for future issuance under our 2021 Equity Incentive Plan;68,714 shares of co

142、mmon stock issuable upon exercise of the Listed Warrants,at an exercise price of$75.00 per share;2,940 shares of common stock issuable upon exercise of the representatives warrants issued to Maxim Group LLC inconnection with our initial public offering,at an exercise price of$164.56 per share;15,000

143、 shares of common stock issuable upon exercise of warrants issued in April 2023 pursuant to a warrant exerciseinducement letter agreement at an exercise price of$75.00 per share;82025/5/10 23:44sec.gov/Archives/edgar/data/1808377/000182912625003518/innovativeeye_s1.htmhttps:/www.sec.gov/Archives/edg

144、ar/data/1808377/000182912625003518/innovativeeye_s1.htm14/40Table of Contents 98,300 shares of common stock issuable upon exercise of warrants issued in connection with our second public offeringin June 2023 at an exercise price of$21.00 per share;9,000 shares of common stock issuable upon exercise

145、of the placement agent warrants issued to Maxim Group LLC inconnection with our second public offering in June 2023,at an exercise price of$26.25 per share;15,754 shares of common stock issuable upon exercise of the April PA Warrants at an exercise price of$6.10 per share;19,737 shares of common sto

146、ck issuable upon exercise of the May PA Warrants at an exercise price of$11.876 pershare;35,700 shares of Common Stock that may be issued upon exercise of the Series A Warrants at an exercise price of$5.00per share;35,700 shares of Common Stock that may be issued upon exercise of the Series B Warran

147、ts at an exercise price of$5.00per share;9,502 shares of Common Stock that may be issued upon exercise of the September 4th PA Warrants at an exercise priceof$6.25 per share;148,567 shares of Common Stock that may be issued upon exercise of the Series C Warrants at an exercise price of$6.00 per shar

148、e;148,567 shares of Common Stock that may be issued upon exercise of the Series D Warrants at an exercise price of$6.00 per share;11,143 shares of Common Stock that may be issued upon exercise of the September 19th PA Warrants at an exerciseprice of$6.4125 per share;105,264 shares of Common Stock th

149、at may be issued upon exercise of the Series E Warrants at an exercise price of$9.50 per share;210,528 shares of Common Stock that may be issued upon exercise of the Series F Warrants at an exercise price of$9.50 per share;and 19,737 shares of Common Stock that may be issued upon exercise of the Sep

150、tember 24th PA Warrants at an exerciseprice of$12.3438 per share.218,646 shares of Common Stock that may be issued upon exercise of the Series G Warrants at an exercise price of$2.60 per share;1,724,814 shares of Common Stock that may be issued upon exercise of the Series H Warrants at an exercise p

151、rice of$2.60 per share;44,639 shares of Common Stock that may be issued upon exercise of the PA Warrants at an exercise price of$3.25 pershare;4,611 shares of Common Stock that may be issued upon exercise of tail financing PA Warrants at an exercise price of$6.10 per share;and 1,538 shares of Common

152、 Stock that may be issued upon exercise of tail financing PA Warrants at an exercise price of$6.25 per share.Except as otherwise indicated,all information in this prospectus supplement assumes no exercise of outstanding options andwarrants(including the Warrants).92025/5/10 23:44sec.gov/Archives/edg

153、ar/data/1808377/000182912625003518/innovativeeye_s1.htmhttps:/www.sec.gov/Archives/edgar/data/1808377/000182912625003518/innovativeeye_s1.htm15/40Table of Contents CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Certain statements in this prospectus may contain“forward-looking statements”within

154、 the meaning of the federal securitieslaws.Our forward-looking statements include,but are not limited to,statements about us and our industry,as well as statementsregarding our or our management teams expectations,hopes,beliefs,intentions or strategies regarding the future.Additionally,any statement

155、s that refer to projections,forecasts or other characterizations of future events or circumstances,including anyunderlying assumptions,are forward-looking statements.We intend the forward-looking statements to be covered by the safeharbor provisions of the federal securities laws.Words such as“may,”

156、“should,”“could,”“would,”“predicts,”“potential,”“continue,”“expects,”“anticipates,”“future,”“intends,”“plans,”“believes,”“estimates,”and similar expressions,as well asstatements in future tense,may identify forward-looking statements,but the absence of these words does not mean that astatement is no

157、t forward-looking.Forward-looking statements should not be read as a guarantee of future performance or results and may not be accurateindications of when such performance or results will be achieved.Forward-looking statements are based on information we havewhen those statements are made or managem

158、ents good faith belief as of that time with respect to future events,and are subjectto significant risks and uncertainties that could cause actual performance or results to differ materially from those expressed in orsuggested by the forward-looking statements.Important factors that could cause such

159、 differences include,but are not limited to:our lack of operating history;our relationships with our current customers;our expectations regarding the time during which we will be an emerging growth company under the JOBS Act;our estimates regarding future revenue,expenses and needs for additional fi

160、nancing;our ability to compete in our industry;our ability to expand the number of retail stores that sell our products;our ability to expand the production of our products;the impact of governmental laws and regulation;difficulties with certain vendors,suppliers and distributors we rely on or will

161、rely on;failure to maintain our corporate culture as we grow and changes in consumer recognition of our brand;changes in senior management,loss of one or more key personnel or an inability to attract,hire,integrate and retainhighly skilled personnel;the ability of our product to perform in a safe an

162、d efficient manner;and our ability to adapt and respond effectively to rapidly changing technology,evolving industry standards and changingcustomer needs or requirements.The foregoing does not represent an exhaustive list of matters that may be covered by the forward-looking statements containedhere

163、in or risk factors that we are faced with.Forward-looking statements necessarily involve risks and uncertainties,and ouractual results could differ materially from those anticipated in the forward-looking statements due to a number of factors,including those set forth under the section of this prosp

164、ectus entitled“Risk Factors”elsewhere in this prospectus.The factors setforth under the“Risk Factors”section and other cautionary statements made in this prospectus should be read and understood asbeing applicable to all related forward-looking statements wherever they appear in this prospectus.The

165、forward-lookingstatements contained in this prospectus represent our judgment as of the date of this prospectus.We caution readers not to placeundue reliance on such statements.Except as required by law,we undertake no obligation to update publicly any forward-looking statements for any reason,even

166、if new information becomes available or other events occur in the future.All subsequentwritten and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in theirentirety by the cautionary statements contained above and throughout this prospectus.2

167、025/5/10 23:44sec.gov/Archives/edgar/data/1808377/000182912625003518/innovativeeye_s1.htmhttps:/www.sec.gov/Archives/edgar/data/1808377/000182912625003518/innovativeeye_s1.htm16/40102025/5/10 23:44sec.gov/Archives/edgar/data/1808377/000182912625003518/innovativeeye_s1.htmhttps:/www.sec.gov/Archives/

168、edgar/data/1808377/000182912625003518/innovativeeye_s1.htm17/40Table of Contents RISK FACTORS An investment in our securities involves a high degree of risk.Before deciding whether to invest in our securities,you shouldconsider carefully the risks and uncertainties described in the section captioned

169、“Risk Factors”contained in our Annual Report onForm 10-K for the fiscal year ended December 31,2024 filed with the SEC on March 24,2025,and our other filings we make withthe Securities and Exchange Commission from time to time,which are incorporated by reference herein in their entirety,togetherwith

170、 other information in this prospectus and the information incorporated by reference herein.If any of these risks actuallyoccurs,our business,financial condition,results of operations or cash flow could suffer materially.In such an event,the tradingprice of our shares of Common Stock could decline,an

171、d you might lose all or part of your investment.112025/5/10 23:44sec.gov/Archives/edgar/data/1808377/000182912625003518/innovativeeye_s1.htmhttps:/www.sec.gov/Archives/edgar/data/1808377/000182912625003518/innovativeeye_s1.htm18/40Table of Contents USE OF PROCEEDS We will not receive any proceeds fr

172、om the sale of the common stock by the selling stockholders.We may receive proceeds uponthe exercise of the Warrants(to the extent the registration statement of which this prospectus is a part is then effective and,ifapplicable,the“cashless exercise”provision is not utilized by the holder).Any proce

173、eds will be used for general corporate andworking capital or for other purposes that the Board of Directors,in their good faith,deems to be in the best interest of theCompany.No assurances can be given that any of such Warrants will be exercised.122025/5/10 23:44sec.gov/Archives/edgar/data/1808377/0

174、00182912625003518/innovativeeye_s1.htmhttps:/www.sec.gov/Archives/edgar/data/1808377/000182912625003518/innovativeeye_s1.htm19/40Table of Contents DETERMINATION OF OFFERING PRICE The selling stockholders will offer common stock at the prevailing market prices or privately negotiated price.The offeri

175、ng price of our common stock by the selling stockholders does not necessarily bear any relationship to our book value,assets,past operating results,financial condition or any other established criteria of value.The facts considered in determining theoffering price were our financial condition and pr

176、ospects,our limited operating history and the general condition of the securitiesmarket.In addition,there is no assurance that our common stock will trade at market prices in excess of the offering price as prices forcommon stock in any public market will be determined in the marketplace and may be

177、influenced by many factors,including thedepth and liquidity.132025/5/10 23:44sec.gov/Archives/edgar/data/1808377/000182912625003518/innovativeeye_s1.htmhttps:/www.sec.gov/Archives/edgar/data/1808377/000182912625003518/innovativeeye_s1.htm20/40Table of Contents MARKET INFORMATION FOR SECURITIES AND D

178、IVIDEND POLICY Our common stock and our Listed Warrants are currently listed on Nasdaq under the symbols“LUCY”and“LUCYW,”respectively.The last reported sale price of our common stock Nasdaq on May 8,2025 was$1.80 per share of common stock.Holders of Record As of May 8,2025,we had approximately 3,774

179、 holders of record of our common stock.Because many of our shares of commonstock are held by brokers and other institutions on behalf of stockholders,this number is not indicative of the total number ofstockholders represented by these stockholders of record.Dividends We have not declared or paid di

180、vidends to stockholders since inception and do not plan to pay cash dividends in the foreseeablefuture.We currently intend to retain earnings,if any,to finance our growth.Issuer Purchases of Equity Securities None 142025/5/10 23:44sec.gov/Archives/edgar/data/1808377/000182912625003518/innovativeeye_

181、s1.htmhttps:/www.sec.gov/Archives/edgar/data/1808377/000182912625003518/innovativeeye_s1.htm21/40Table of Contents DESCRIPTION OF SECURITIES TO BE REGISTERED General Pursuant to our second amended and restated articles of incorporation,our authorized capital stock consists of fifty million(50,000,00

182、0)shares of Common Stock,$0.00001 par value and fifteen million(15,000,000)shares of preferred stock,$0.00001 parvalue.As of the date of this prospectus,there are 3,095,570 shares of common stock outstanding.In addition,as of the date of thisprospectus,we had outstanding options to purchase an aggre

183、gate of 53,800 shares of our common stock,at a weighted averageexercise price equal to$18.25 per share.Our authorized but unissued shares of common stock and preferred stock are available forissuance without further action by our stockholders,unless such action is required by applicable law or the r

184、ules of any stockexchange or automated quotation system on which our securities may be listed or traded in the future.The following descriptionsummarizes the material terms of our capital stock.Because it is only a summary,it may not contain all the information that isimportant to you.Common Stock A

185、s of May 8,2025,3,095,570 shares of common stock were issued and outstanding.Holders of our common stock are entitled toone vote for each share held on all matters submitted to a vote of stockholders and are not entitled to cumulative voting rights.Holders of our common stock are entitled to receive

186、 ratably such dividends,if any,as may be declared by our Board of Directorsout of funds legally available therefor,subject to any preferential distribution rights of third parties.Upon our liquidation,dissolution or winding up,the holders of our common stock are entitled to receive ratably our net a

187、ssets available after the paymentof all debts and other liabilities.Holders of our common stock have no preemptive,subscription,redemption or conversion rights.There are no redemption orsinking fund provisions applicable to the common stock.All of the outstanding shares of our common stock are fully

188、-paid andnonassessable.The rights,preferences and privileges of holders of our common stock are subject to,and may be adversely affectedby,the rights of the holders of any indebtedness of our company.Florida Law and Certain Charter and Bylaw Provisions Florida Anti-Takeover Law.As a Florida corporat

189、ion,we are subject to certain anti-takeover provisions that apply to publiccorporations under Florida law.Pursuant to Section 607.0901 of the Florida Business Corporation Act,or the FBCA,a publicly held Florida corporation may notengage in a broad range of business combinations or other extraordinar

190、y corporate transactions with an interested shareholderwithout the approval of the holders of two-thirds of the voting shares of the corporation(excluding shares held by the interestedshareholder),unless:The transaction is approved by a majority of disinterested directors before the shareholder beco

191、mes an interestedshareholder;The interested shareholder has owned at least 80%of the corporations outstanding voting shares for at least five yearspreceding the announcement date of any such business combination;The interested shareholder is the beneficial owner of at least 90%of the outstanding vot

192、ing shares of the corporation,exclusive of shares acquired directly from the corporation in a transaction not approved by a majority of the disinteresteddirectors;or The consideration paid to the holders of the corporations voting stock is at least equal to certain fair price criteria.152025/5/10 23

193、:44sec.gov/Archives/edgar/data/1808377/000182912625003518/innovativeeye_s1.htmhttps:/www.sec.gov/Archives/edgar/data/1808377/000182912625003518/innovativeeye_s1.htm22/40Table of Contents An interested shareholder is defined as a person who,together with affiliates and associates,beneficially owns mo

194、re than 10%of acorporations outstanding voting shares.We have not made an election in our second amended and restated articles of incorporationto opt out of Section 607.0901.In addition,we are subject to Section 607.0902 of the FBCA which prohibits the voting of shares in a publicly held Floridacorp

195、oration that are acquired in a control share acquisition unless(i)the board of directors approved such acquisition prior to itsconsummation or(ii)after such acquisition,in lieu of prior approval by the board of directors,the holders of a majority of thecorporations voting shares,exclusive of shares

196、owned by officers of the corporation,employee directors or the acquiring party,approve the granting of voting rights as to the shares acquired in the control share acquisition.A control share acquisition is definedas an acquisition that immediately thereafter entitles the acquiring party to 20%or mo

197、re of the total voting power in an election ofdirectors.Second Amended and Restated Articles of Incorporation and Bylaws.Our second amended and restated articles of incorporation and second amended and restated bylaws contain provisions that couldhave the effect of discouraging potential acquisition

198、 proposals or tender offers or delaying or preventing a change of control of ourcompany.These provisions are as follows:they provide that special meetings of shareholders may be called by the board of directors,on the call of its board ofdirectors or the person or persons authorized to do so by the

199、second amended and restated bylaws,or at the request inwriting by shareholders of record owning at least 25%of the issued and outstanding voting shares of common stock;and they do not include a provision for cumulative voting in the election of directors.Under cumulative voting,a minorityshareholder

200、 holding a sufficient number of shares may be able to ensure the election of one or more directors.The absenceof cumulative voting may have the effect of limiting the ability of minority shareholders to effect changes in the board ofdirectors.Elimination of Monetary Liability for Officers and Direct

201、ors Pursuant to the FBCA,our second amended and restated articles of incorporation exclude personal liability for our directors formonetary damages based upon any violation of their fiduciary duties as directors,except as to liability for any breach of the duty ofloyalty,acts or omissions not in goo

202、d faith or which involve intentional misconduct or a knowing violation of law,or anytransaction from which a director receives an improper personal benefit.This exclusion of liability does not limit any right which adirector may have to be indemnified and does not affect any directors liability unde

203、r federal or applicable state securities laws.Wehave agreed to indemnify our directors against expenses,judgments,and amounts paid in settlement in connection with any claimagainst a director if he acted in good faith and in a manner he believed to be in our best interests.Indemnification of Officer

204、s and Directors Our second amended and restated articles of incorporation also contain provisions to indemnify the directors,officers,employeesor other agents to the fullest extent permitted by the FBCA.These provisions may have the practical effect in certain cases ofeliminating the ability of shar

205、eholders to collect monetary damages from directors.We are also a party to indemnificationagreements with each of our directors.We believe that these provisions will assist us in attracting or retaining qualified individualsto serve as our directors.Disclosure of Commission Position on Indemnificati

206、on for Securities Act Liabilities Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors,officers and controllingpersons pursuant to the foregoing provisions,we have been informed that in the opinion of the SEC such indemnification is againstpub

207、lic policy as expressed in the Securities Act and is,therefore,unenforceable.Transfer Agent and Registrar The name,address and telephone number of our stock transfer agent is VStock Transfer,LLC,18 Lafayette Pl,Woodmere,NewYork 11598,(212)828-8436.Listing Our common stock and the Listed Warrants are

208、 currently listed on Nasdaq under the symbols“LUCY”and“LUCYW”,respectively.2025/5/10 23:44sec.gov/Archives/edgar/data/1808377/000182912625003518/innovativeeye_s1.htmhttps:/www.sec.gov/Archives/edgar/data/1808377/000182912625003518/innovativeeye_s1.htm23/40162025/5/10 23:44sec.gov/Archives/edgar/data

209、/1808377/000182912625003518/innovativeeye_s1.htmhttps:/www.sec.gov/Archives/edgar/data/1808377/000182912625003518/innovativeeye_s1.htm24/40Table of Contents SELLING STOCKHOLDERS The shares of common stock being registered for resale hereby consist of shares that have been issued or are issuable upon

210、 exerciseof the Warrants that were issued to the selling stockholders.We are registering the shares of common stock in order to permit theselling stockholders to offer the shares for resale from time to time.Except as set forth in this prospectus and except for certainownership of our securities,the

211、 selling stockholders have not had any material relationship with us within the past three years.The table below lists the selling stockholders and other information regarding the ownership of the shares of common stock(including shares of common stock issuable upon conversion or exercise of outstan

212、ding securities registered hereunder)by theselling stockholders.The second column lists the number of shares of common stock(including shares of common stock issuableupon conversion or exercise of outstanding securities registered hereunder)owned by the selling stockholders prior to this offering.Th

213、e third column lists the shares of common stock(including shares of common stock issuable upon conversion or exercise ofoutstanding securities registered hereunder)being offered by this prospectus by the selling stockholders.The fourth and fifthcolumns list the number and percentage,respectively,of

214、shares of common stock owned by the selling stockholders after theclosing of the offering,based on their ownership as of the date of this prospectus,based on 3,095,570 shares of common stockoutstanding,and assuming the sale of all of the shares offered by the selling stockholders pursuant to this pr

215、ospectus.Name of Selling Stockholder Number ofSharesOwnedPrior toOffering(1)MaximumNumber ofShares to beSoldPursuantto thisProspectus(1)Number ofSharesOwnedAfterOffering(2)PercentageOwnedAfterOffering(2)Intracoastal Capital,LLC(3)1,099,457 931,980 167,477 5.41%Anson Investments Master Fund LP(4)880,

216、680 880,680 -Anson East Master Fund LP(5)22,800 22,800 -Hudson Bay Master Fund Ltd(6)57,000 57,000 -Warberg WFXI LP(7)51,100 51,000 100 *Craig Schwabe(8)1,507 1,507 -Charles Worthman(8)446 446 -Michael Vasinkevich(8)28,625 28,625 -Noam Rubinstein(8)14,061 14,061 -*Less than 1%(1)The number of shares

217、 is based upon the number of shares of common stock(including shares of common stock issuable uponexercise of outstanding warrants registered hereby)held by each selling stockholder on the books and records of the companyand its transfer agent.This column does not include any other securities that a

218、 selling stockholder may hold,including anyother warrants that such selling stockholder may hold,that are not applicable to this registration statement.(2)The“Number of Shares Owned After Offering”assumes the sale of all of the shares offered by the Selling Stockholderspursuant to this Selling Stock

219、holder Prospectus.The“Percentage of Shares Owned After Offering”are based on 3,095,570shares of our common stock outstanding and assumes for each Selling Stockholder that all shares registered for such SellingStockholder herein are issued to the Selling Stockholders and sold and assuming the exercis

220、e of all warrants,held by theapplicable Selling Stockholders.This column does not include any other securities that a selling stockholder may hold,including any other warrants that such selling stockholder may hold,that are not applicable to this registration statement.172025/5/10 23:44sec.gov/Archi

221、ves/edgar/data/1808377/000182912625003518/innovativeeye_s1.htmhttps:/www.sec.gov/Archives/edgar/data/1808377/000182912625003518/innovativeeye_s1.htm25/40Table of Contents(3)Mitchell P.Kopin(“Mr.Kopin”)and Daniel B.Asher(“Mr.Asher”),each of whom are managers of Intracoastal Capital LLC(“Intracoastal”

222、),have shared voting control and investment discretion over the securities reported herein that are held byIntracoastal.As a result,each of Mr.Kopin and Mr.Asher may be deemed to have beneficial ownership(as determined underSection 13(d)of the Securities Exchange Act of 1934,as amended(the“Exchange

223、Act”)of the securities reported herein thatare held by Intracoastal.(4)Anson Advisors Inc.and Anson Funds Management LP,the Co-Investment Advisers of Anson Investments Master Fund LP,hold voting and dispositive power over the shares held by Anson Investments Master Fund LP.Tony Moore is the managing

224、member of Anson Management GP LLC,which is the general partner of Anson Funds Management LP.Moez Kassam andAmin Nathoo are directors of Anson Advisors Inc.Mr.Moore,Mr.Kassam and Mr.Nathoo each disclaim beneficialownership of these shares except to the extent of their pecuniary interest therein.The p

225、rincipal business address of Anson isMaples Corporate Services Limited,PO Box 309,Ugland House,Grand Cayman,KY1-1104,Cayman Islands.(5)Anson Advisors Inc and Anson Funds Management LP,the Co-Investment Advisers of Anson East Master Fund LP(“Anson”),hold voting and dispositive power over the Common S

226、hares held by Anson.Tony Moore is the managing member of AnsonManagement GP LLC,which is the general partner of Anson Funds Management LP.Moez Kassam and Amin Nathoo aredirectors of Anson Advisors Inc.Mr.Moore,Mr.Kassam and Mr.Nathoo each disclaim beneficial ownership of theseCommon Shares except to

227、 the extent of their pecuniary interest therein.The principal business address of Anson is MaplesCorporate Services Limited,PO Box 309,Ugland House,Grand Cayman,KY1-1104,Cayman Islands.(6)Hudson Bay Capital Management LP,the investment manager of Hudson Bay Master Fund Ltd.,has voting and investment

228、power over these securities.Sander Gerber is the managing member of Hudson Bay Capital GP LLC,which is the generalpartner of Hudson Bay Capital Management LP.Each of Hudson Bay Master Fund Ltd.And Sander Gerber disclaimsbeneficial ownership over these securities.(7)Warberg WF XI LP(“Warberg XI”)is m

229、anaged by Warberg Asset Management LLC,and Daniel Warsh is the manager ofWarberg Asset Management LLC and has voting or investment control over the shares held by Warberg XI.Warberg XI is aregistered investment fund under the Investment Company Act.The address of Warberg XI is 716 Oak St.,Winnetka,I

230、L60093.(8)Each of the selling stockholders is affiliated with H.C.Wainwright&Co.,LLC,a registered broker dealer with a registeredaddress of c/o H.C.Wainwright&Co.,430 Park Ave,3rd Floor,New York,NY 10022,and has sole voting and dispositivepower over the securities held.The number of shares to be sol

231、d in this offering consists of shares of common stock issuableupon exercise of placement agent warrants,which were received as compensation for our Offering.The selling stockholderacquired the placement agent warrants in the ordinary course of business and,at the time the placement agent warrants we

232、reacquired,the selling stockholder had no agreement or understanding,directly or indirectly,with any person to distribute suchsecurities.182025/5/10 23:44sec.gov/Archives/edgar/data/1808377/000182912625003518/innovativeeye_s1.htmhttps:/www.sec.gov/Archives/edgar/data/1808377/000182912625003518/innov

233、ativeeye_s1.htm26/40Table of Contents PLAN OF DISTRIBUTION We are registering the shares of common stock to permit the resale of these shares of common stock(including shares of commonstock issuable upon conversion or exercise of outstanding securities)by the holders thereof(and such holders success

234、ors andassigns)from time to time after the date of this prospectus.We will not receive any of the proceeds from the sale by the sellingstockholders of the shares of common stock.We will bear all fees and expenses incident to our obligation to register the shares ofcommon stock.The selling stockholde

235、rs may sell all or a portion of the shares of common stock owned by them and offered hereby fromtime to time directly or through one or more underwriters,broker-dealers or agents.If the shares of common stock are soldthrough underwriters or broker-dealers,the selling stockholders will be responsible

236、 for underwriting discounts orcommissions or agents commissions.The shares of common stock may be sold in one or more transactions at fixedprices,at prevailing market prices at the time of the sale,at varying prices determined at the time of sale,or at negotiatedprices.These sales may be effected in

237、 transactions,which may involve crosses or block transactions,on any nationalsecurities exchange or quotation service on which the securities may be listed or quoted at the time of sale;In the over-the-counter market;in transactions otherwise than on these exchanges or systems or in the over-the-cou

238、nter market;through the writing of options,whether such options are listed on an options exchange or otherwise;ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;block trades in which the broker-dealer will attempt to sell the shares as agent but may posi

239、tion and resell a portion of theblock as principal to facilitate the transaction;purchases by a broker-dealer as principal and resale by the broker-dealer for its account;an exchange distribution in accordance with the rules of the applicable exchange;privately negotiated transactions;short sales;sa

240、les pursuant to Rule 144;broker-dealers may agree with the selling securityholders to sell a specified number of such shares at a stipulated price pershare;a combination of any such methods of sale;and any other method permitted pursuant to applicable law.If the selling stockholders effect such tran

241、sactions by selling shares of common stock to or through underwriters,broker-dealers oragents,such underwriters,broker-dealers or agents may receive commissions in the form of discounts,concessions or commissionsfrom the selling stockholders or commissions from purchasers of the shares of common sto

242、ck for whom they may act as agent or towhom they may sell as principal(which discounts,concessions or commissions as to particular underwriters,broker-dealers oragents may be in excess of those customary in the types of transactions involved).In connection with sales of the shares ofcommon stock or

243、otherwise,the selling stockholders may enter into hedging transactions with broker-dealers,which may in turnengage in short sales of the shares of common stock in the course of hedging in positions they assume.The selling stockholdersmay also sell shares of common stock short and deliver shares of c

244、ommon stock covered by this prospectus to close out shortpositions and to return borrowed shares in connection with such short sales.The selling stockholders may also loan or pledgeshares of common stock to broker-dealers that in turn may sell such shares.192025/5/10 23:44sec.gov/Archives/edgar/data

245、/1808377/000182912625003518/innovativeeye_s1.htmhttps:/www.sec.gov/Archives/edgar/data/1808377/000182912625003518/innovativeeye_s1.htm27/40Table of Contents The selling stockholders may pledge or grant a security interest in some or all of the shares of common stock owned by them and,if they default

246、 in the performance of their secured obligations,the pledgees or secured parties may offer and sell the shares ofcommon stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3)or otherapplicable provision of the Securities Act,amending,if necessary

247、,the list of selling stockholders to include the pledgee,transfereeor other successors in interest as selling stockholders under this prospectus.The selling stockholders also may transfer and donatethe shares of common stock in other circumstances in which case the transferees,donees,pledgees or oth

248、er successors in interestwill be the selling owners for purposes of this prospectus.The selling stockholders and any broker-dealer participating in the distribution of the shares of common stock may be deemed to be“underwriters”within the meaning of the Securities Act,and any commission paid,or any

249、discounts or concessions allowed to,anysuch broker-dealer may be deemed to be underwriting commissions or discounts under the Securities Act.At the time a particularoffering of the shares of common stock is made,a prospectus supplement,if required,will be distributed which will set forth theaggregat

250、e amount of shares of common stock being offered and the terms of the offering,including the name or names of anybroker-dealers or agents,any discounts,commissions and other terms constituting compensation from the selling stockholders andany discounts,commissions or concessions allowed or reallowed

251、 or paid to broker-dealers.Under the securities laws of some states,the shares of common stock may be sold in such states only through registered or licensedbrokers or dealers.In addition,in some states the shares of common stock may not be sold unless such shares have been registeredor qualified fo

252、r sale in such state or an exemption from registration or qualification is available and is complied with.There can be no assurance that any selling stockholder will sell any or all of the shares of common stock registered pursuant to theregistration statement,of which this prospectus forms a part.T

253、he selling stockholders and any other person participating in such distribution will be subject to applicable provisions of theExchange Act and the rules and regulations thereunder,including,without limitation,Regulation M of the Exchange Act,whichmay limit the timing of purchases and sales of any o

254、f the shares of common stock by the selling stockholders and any otherparticipating person.Regulation M may also restrict the ability of any person engaged in the distribution of the shares of commonstock to engage in market-making activities with respect to the shares of common stock.All of the for

255、egoing may affect themarketability of the shares of common stock and the ability of any person or entity to engage in market-making activities withrespect to the shares of common stock.Once sold under the registration statement,of which this prospectus forms a part,the shares of common stock will be

256、 freelytradable in the hands of persons other than our affiliates.202025/5/10 23:44sec.gov/Archives/edgar/data/1808377/000182912625003518/innovativeeye_s1.htmhttps:/www.sec.gov/Archives/edgar/data/1808377/000182912625003518/innovativeeye_s1.htm28/40Table of Contents EXPERTS Cherry Bekaert LLP,our in

257、dependent registered public accounting firm,has audited our consolidated financial statements for theyears ended December 31,2024 and 2023,as set forth in their report,which is included in this prospectus and elsewhere in thisregistration statement.Our consolidated financial statements are incorpora

258、ted by reference in this prospectus and in the registrationstatement in reliance on Cherry Bekaert LLPs report,given on their authority as experts in accounting and auditing.LEGAL MATTERS Ellenoff Grossman&Schole LLP,New York,New York,is acting as counsel in connection with the registration of our s

259、ecuritiesunder the Securities Act,and as such,will pass upon the validity of the securities offered hereby.WHERE YOU CAN FIND MORE INFORMATION We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the shares of commonstock offered hereby.This prospe

260、ctus,which constitutes a part of the registration statement,does not contain all of the informationset forth in the registration statement or the exhibits and schedules filed with the registration statement.For further informationabout us and the common stock offered hereby,we refer you to the regis

261、tration statement and the exhibits filed with the registrationstatement.Statements contained in this prospectus regarding the contents of any contract or any other document that is filed as anexhibit to the registration statement are not necessarily complete,and each such statement is qualified in a

262、ll respects by reference tothe full text of such contract or other document filed as an exhibit to the registration statement.The SEC also maintains an internetwebsite that contains reports,proxy statements and other information about registrants,like us,that file electronically with theSEC.The addr

263、ess of that website is www.sec.gov.We are required to file periodic reports,proxy statements,and other information with the SEC pursuant to the Exchange Act.Thesereports,proxy statements,and other information will be available on the website of the SEC referred to above.We also maintain a website at

264、 www.lucyd.co,through which you may access these materials free of charge as soon as reasonablypracticable after they are electronically filed with,or furnished to,the SEC.Information contained on or accessed through ourwebsite is not a part of this prospectus and the inclusion of our website addres

265、s in this prospectus is an inactive textual referenceonly.212025/5/10 23:44sec.gov/Archives/edgar/data/1808377/000182912625003518/innovativeeye_s1.htmhttps:/www.sec.gov/Archives/edgar/data/1808377/000182912625003518/innovativeeye_s1.htm29/40Table of Contents INCORPORATION OF CERTAIN INFORMATION BY R

266、EFERENCE The SEC allows us to“incorporate by reference”information into this document,which means that we can disclose importantinformation to you by referring you to another document filed separately with the SEC.The information incorporated by referenceis an important part of this prospectus,and i

267、nformation that we file later with the SEC will automatically update and supersede thisinformation.We incorporate by reference the documents listed below and any future filings made with the SEC under Sections 13(a),13(c),14,or 15(d)of the Exchange Act made subsequent to the date of this prospectus

268、until the termination of the offering of the securitiesdescribed in this prospectus(other than information in such filings that was“furnished,”under applicable SEC rules,rather than“filed”).We incorporate by reference the following documents or information that we have filed with the SEC:Our Annual

269、Report on Form 10-K for the year ended December 31,2024,filed with the SEC on March 24,2025 and our Current Reports on Form 8-K filed with the SEC on April 15,2025.As a smaller reporting company,we also are incorporating by reference any future information filed(rather than furnished)by uswith the S

270、EC under Section 13(a),13(c),14 or 15(d)of the Securities Exchange Act of 1934,as amended,after the date of theinitial filing of the registration statement of which this prospectus is a part and before the effective date of the registration statementand after the date of this prospectus until the te

271、rmination of the offering.Any statements contained in a previously filed documentincorporated by reference into this prospectus is deemed to be modified or superseded for purposes of this prospectus to the extentthat a statement contained in this prospectus,or in a subsequently filed document also i

272、ncorporated by reference herein,modifies orsupersedes that statement.We will provide to each person,including any beneficial owner,to whom a prospectus is delivered,at no cost,upon written or oralrequest,a copy of any or all of the reports or documents that have been incorporated by reference in the

273、 prospectus contained in theregistration statement but not delivered with the prospectus.You should direct requests for documents to:Innovative Eyewear,Inc.11900 Biscayne Blvd.Suite 630North Miami,FL 33181Attention:Harrison Gross,CEO This prospectus is part of a registration statement we filed with

274、the SEC.That registration statement and the exhibits filed alongwith the registration statement contain more information about us and the shares in this offering.Because information aboutdocuments referred to in this prospectus is not always complete,you should read the full documents which are file

275、d as exhibits tothe registration statement.You may read and copy the full registration statement and its exhibits at the SECs website.You may also access these documents,free of charge,on the SECs website at www.sec.gov or on our website at www.lucyd.co.Theinformation contained in,or that can be acc

276、essed through,our website is not incorporated by reference in,and is not part of,thisprospectus.222025/5/10 23:44sec.gov/Archives/edgar/data/1808377/000182912625003518/innovativeeye_s1.htmhttps:/www.sec.gov/Archives/edgar/data/1808377/000182912625003518/innovativeeye_s1.htm30/40Table of Contents 1,9

277、88,099 Shares of Common Stock PROSPECTUS May 9,2025 2025/5/10 23:44sec.gov/Archives/edgar/data/1808377/000182912625003518/innovativeeye_s1.htmhttps:/www.sec.gov/Archives/edgar/data/1808377/000182912625003518/innovativeeye_s1.htm31/40Table of Contents PART II INFORMATION NOT REQUIRED IN PROSPECTUS It

278、em 13.Other Expenses of Issuance and Distribution The following table sets forth the expenses in connection with this registration statement.All of such expenses are estimates,otherthan the filing fee payable to the Securities and Exchange Commission.Amountto be paid SEC registration fee$795.82 Acco

279、unting fees and expenses$6,000Legal fees and expenses$65,000 Total$71,795.82 Item 14.Indemnification of Directors and Officers The Florida Business Corporation Act(the“FBCA”)provides that a corporation may indemnify a director or officer againstliability if the director or officer acted in good fait

280、h,the director or officer acted in a manner he or she reasonably believed to be in,or not opposed to,the best interests of the corporation,and in the case of any criminal proceeding,the director or officer had noreasonable cause to believe his or her conduct was unlawful.A corporation may not indemn

281、ify a director or an officer except forexpenses and amounts paid in settlement not exceeding,in the judgment of the board of directors,the estimated expense oflitigating the proceeding to conclusion,actually and reasonably incurred in connection with the defense or settlement of suchproceeding,inclu

282、ding any appeal thereof,where such person acted in good faith and in a manner he or she reasonably believed tobe in,or not opposed to,the best interests of the corporation.The FBCA provides that a corporation must indemnify a director or officer who was wholly successful,on the merits or otherwise,i

283、n the defense of any proceeding to which the individual was a party because he or she is or was a director or officer of thecorporation against expenses incurred by the individual in connection with the proceeding.A corporation may,before final disposition of a proceeding,advance funds to pay for or

284、 reimburse expenses incurred in connectionwith the proceeding by a director or an officer if the director or officer delivers to the corporation a signed written undertaking ofthe director or officer to repay any funds advanced if such director or officer is not entitled to indemnification.Our amend

285、ed and restated articles of incorporation and bylaws provides that we shall indemnify our directors,officers,employeesand agents to the full extent permitted by FBCA,including in circumstances in which indemnification is otherwise discretionaryunder such law.These indemnification provisions may be s

286、ufficiently broad to permit indemnification of our officers,directors and other corporateagents for liabilities(including reimbursement of expenses incurred)arising under the Securities Act.Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors,offi

287、cers and controllingpersons of our company pursuant to the foregoing provisions,or otherwise,we have been informed that in the opinion of the SECsuch indemnification is against public policy as expressed in the Securities Act and is,therefore,unenforceable.We have the power to purchase and maintain

288、insurance on behalf of any person who is or was one of our directors or officers,or isor was serving at our request as a director,officer,employee or agent of another corporation,partnership,joint venture,trust orother business against any liability asserted against the person or incurred by the per

289、son in any of these capacities,or arising out ofthe persons fulfilling one of these capacities,and related expenses,whether or not we would have the power to indemnify theperson against the claim under the provisions of the FBCA.We do not currently maintain director and officer liability insurance o

290、nbehalf of our director and officers;however,we intend to so purchase and maintain such insurance when economically feasible.II-12025/5/10 23:44sec.gov/Archives/edgar/data/1808377/000182912625003518/innovativeeye_s1.htmhttps:/www.sec.gov/Archives/edgar/data/1808377/000182912625003518/innovativeeye_s

291、1.htm32/40Table of Contents Additionally,our second amended and restated articles of incorporation provides that we shall,to the maximum extent permittedfrom time to time under the law of the State of Florida,indemnify and upon request shall advance expenses to any person who is orwas a party or is

292、threatened to be made a party to any threatened,pending or completed action,suit,proceeding or claim,whethercivil,criminal,administrative or investigative,by reason of the fact that such person is or was or has agreed to be a director orofficer of ours or while a director or officer is or was servin

293、g at our request as a director,officer,partner,trustee,employee or agentof any corporation,partnership,joint venture,trust or other enterprise,including service with respect to employee benefit plans,against expenses(including attorneys fees and expenses),judgments,fines,penalties and amounts paid i

294、n settlement incurred inconnection with the investigation,preparation to defend or defense of such action,suit,proceeding or claim;provided,however,that the foregoing shall not require us to indemnify or advance expenses to any person in connection with any action,suit,proceeding or claim initiated

295、by or on behalf of such person or any counterclaim against us initiated by or on behalf of such person.Such indemnification shall not be exclusive of other indemnification rights arising under any by-law,agreement,vote of directorsor stockholders or otherwise and shall inure to the benefit of the he

296、irs and legal representatives of such person.Any person seekingindemnification shall be deemed to have met the standard of conduct required for such indemnification unless the contrary shall beestablished.Any repeal or modification of our second amended and restated articles of incorporation shall n

297、ot adversely affect anyright or protection of a director or officer of ours with respect to any acts or omissions of such director or officer occurring prior tosuch repeal or modification.Expenses incurred by such a person in defending a civil or criminal action,suit or proceeding by reason of the f

298、act that such personis or was,or has agreed to become,a director or officer of ours,or is or was serving,or has agreed to serve,at our request,as adirector,officer or trustee of,or in a similar capacity with,another corporation,partnership,joint venture,trust or other enterprise,including any employ

299、ee benefit plan,or by reason of any action alleged to have been taken or omitted in such capacity shall bepaid by us in advance of the final disposition of such action,suit or proceeding upon receipt of an undertaking by or on behalf ofsuch person to repay such amount if it shall ultimately be deter

300、mined that he is not entitled to be indemnified by us as authorizedby relevant sections of the FBCA.Notwithstanding the foregoing,we shall not be required to advance such expenses to a personwho is a party to an action,suit or proceeding brought by us and approved by a majority of our Board of Direc

301、tors that allegeswillful misappropriation of corporate assets by such person,disclosure of confidential information in violation of such personsfiduciary or contractual obligations to us or any other willful and deliberate breach in bad faith of such persons duty to us or ourstockholders.We shall no

302、t indemnify any such person seeking indemnification in connection with a proceeding(or part thereof)initiated by suchperson unless the initiation thereof was approved by our Board of Directors.The indemnification rights provided in our bylaws,which will be in effect upon the consummation of this off

303、ering,shall not bedeemed exclusive of any other rights to which those indemnified may be entitled under any by-law,agreement or vote ofstockholders or disinterested directors or otherwise,both as to action in their official capacities and as to action in another capacitywhile holding such office,con

304、tinue as to such person who has ceased to be a director or officer,and inure to the benefit of the heirs,executors and administrators of such a person.If the FBCA Law is amended to expand further the indemnification permitted to indemnitees,then we shall indemnify such personsto the fullest extent p

305、ermitted by the FBCA,as so amended.We may,to the extent authorized from time to time by our Board of Directors,grant indemnification rights to other employees oragents of ours or other persons serving us and such rights may be equivalent to,or greater or less than,those set forth in ourbylaws,which

306、will be in effect upon the consummation of this offering.Our obligation to provide indemnification under our bylaws,which will be in effect upon the consummation of this offering,shallbe offset to the extent of any other source of indemnification or any otherwise applicable insurance coverage under

307、a policymaintained by us or any other person.II-22025/5/10 23:44sec.gov/Archives/edgar/data/1808377/000182912625003518/innovativeeye_s1.htmhttps:/www.sec.gov/Archives/edgar/data/1808377/000182912625003518/innovativeeye_s1.htm33/40Table of Contents To assure indemnification under our bylaws,which wil

308、l be in effect upon the consummation of this offering,of all directors,officers,employees or agents who are determined by us or otherwise to be or to have been“fiduciaries”of any employee benefitplan of ours that may exist from time to time,the FBCA shall,for the purposes of our bylaws be interprete

309、d as follows:an“otherenterprise”shall be deemed to include such an employee benefit plan,including without limitation,any plan of ours that isgoverned by the Act of Congress entitled“Employee Retirement Income Security Act of 1974,”as amended from time to time;weshall be deemed to have requested a p

310、erson to serve an employee benefit plan where the performance by such person of his dutiesto us also imposes duties on,or otherwise involves services by,such person to the plan or participants or beneficiaries of the plan;and excise taxes assessed on a person with respect to an employee benefit plan

311、 pursuant to such Act of Congress shall be deemed“fines.”Our bylaws,which will be in effect upon the consummation of this offering,shall be deemed to be a contract between us and eachperson who was or is a party or is threatened to be made a party to any threatened,pending or completed action,suit o

312、r proceeding,whether civil,criminal,administrative or investigative,by reason of the fact that person is or was,or has agreed to become,adirector or officer of ours,or is or was serving,or has agreed to serve,at our request,as a director,officer or trustee of,or in asimilar capacity with,another cor

313、poration,partnership,joint venture,trust or other enterprise,including any employee benefit plan,or by reason of any action alleged to have been taken or omitted in such capacity,at any time while this by-law is in effect,and anyrepeal or modification thereof shall not affect any rights or obligatio

314、ns then existing with respect to any state of facts then ortheretofore existing or any action,suit or proceeding theretofore or thereafter brought based in whole or in part upon any such stateof facts.The indemnification provision of our bylaws,which will be in effect upon the consummation of this o

315、ffering,does not affectdirectors responsibilities under any other laws,such as the federal securities laws or state or federal environmental laws.We may purchase and maintain insurance on behalf of any person who is or was a director,officer or employee of ours,or is or wasserving at our request as

316、a director,officer,employee or agent of another company,partnership,joint venture,trust or otherenterprise against liability asserted against him and incurred by him in any such capacity,or arising out of his status as such,whether or not we would have the power to indemnify him against liability un

317、der the provisions of this section.We currentlymaintain such insurance.The right of any person to be indemnified is subject to our right,in lieu of such indemnity,to settle any such claim,action,suit orproceeding at our expense of by the payment of the amount of such settlement and the costs and exp

318、enses incurred in connectiontherewith.Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors,officers or personscontrolling our company pursuant to the foregoing provisions,or otherwise,we have been advised that in the opinion of theSecurities and E

319、xchange Commission,such indemnification is against public policy as expressed in the Securities Act and is,therefore,unenforceable.In the event that a claim for indemnification against such liabilities(other than the payment of expenses incurred or paid by adirector,officer or controlling person in

320、a successful defense of any action,suit or proceeding)is asserted by such director,officeror controlling person in connection with the securities being registered herewith,we will,unless in the opinion of our counsel thematter has been settled by controlling precedent,submit to the court of appropri

321、ate jurisdiction the question whether suchindemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication ofsuch issue.The Registrant plans to enter into an placement agency agreement,which provides that the placement agents are obliga

322、ted,undersome circumstances,to indemnify the Registrants directors,officers and controlling persons against specified liabilities,includingliabilities under the Securities Act.II-32025/5/10 23:44sec.gov/Archives/edgar/data/1808377/000182912625003518/innovativeeye_s1.htmhttps:/www.sec.gov/Archives/ed

323、gar/data/1808377/000182912625003518/innovativeeye_s1.htm34/40Table of Contents Item 15.Recent Sales of Unregistered Securities During the last three years,the Company has not issued unregistered securities to any person,except as described below.None ofthese transactions involved any underwriters,un

324、derwriting discounts or commissions,except as specified below,or any publicoffering,and,unless otherwise indicated below,the Company believes that each transaction was exempt from the registrationrequirements of the Securities Act by virtue of Section 4(a)(2)thereof and/or Rule 506 of Regulation D p

325、romulgated thereunder,and/or Regulation S promulgated thereunder regarding offshore offers and sales.All recipients had adequate access,though theirrelationships with the Company,to information about the Company.April 2023 Warrant Exercise Inducement and Issuance On April 17,2023,we entered into a w

326、arrant exercise inducement letter agreement(“April 2023 Inducement Letter”)with a certainaccredited investor that is an existing holder of Listed Warrants to purchase an aggregate of 150,000 shares of the Companyscommon stock for cash(the“Existing Warrants”),wherein the investor agreed to exercise a

327、ll of its Existing Warrants at an exerciseprice of$3.75 per share.The Existing Warrants were previously issued in an initial public offering which closed on August 17,2022.For acting as a financial advisor related to the April 2023 Inducement Letter,we agreed to pay Maxim Group LLC a cash feeequal t

328、o eight percent(8.0%)of the total proceeds from the exercise of the Existing Warrants.The gross proceeds of the exercise ofthe Existing Warrants to the Company,before deducting estimated expenses and fees,are expected to be approximately$562,000.In consideration for the immediate exercise of the Exi

329、sting Warrants for cash,the exercising holder received new warrants topurchase up to an aggregate of 300,000 shares of common stock(the“New Warrants”)in a private placement pursuant toSection 4(a)(2)of the Securities Act of 1933,as amended(the“Securities Act”).The New Warrants are immediately exerci

330、sableupon issuance at an exercise price of$3.75 per share of common stock and will expire on April 19,2028.April 2024 Offering On April 28,2024,the Company entered into a securities purchase agreement with certain institutional investors for the purpose ofraising approximately$1 million in gross pro

331、ceeds for the Company.Pursuant to the terms of the securities purchase agreement,the Company agreed to sell,in a registered direct offering,an aggregate of 4,200,822 shares of the Companys common stock and,in a concurrent private placement,warrants to purchase up to 4,200,822 shares of common stock.

332、The combined purchase price was$0.244.The Company has also agreed to issue to H.C.Wainwright&Co.,LLC or its designees warrants to purchase up to 315,062shares of common stock.May 2024 Offering On May 28,2024,the Company entered into a securities purchase agreement with certain institutional investor

333、s for the purpose ofraising approximately$2.5 million in gross proceeds for the Company.Pursuant to the terms of the securities purchase agreement,the Company agreed to sell,in a registered direct offering,an aggregate of 5,263,161 shares of the Companys common stock and,in a concurrent private placement,warrants to purchase up to 5,263,161 shares of common stock.The combined purchase price was$0.