As filed with the Securities and Exchange Commission on June 16, 2023 Registration Number 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Innovative Eyewear, Inc. (Exact Name of Registrant as Specified in its Charter) (State or other jurisdiction of incorporation or organization) Florida 5995 84-2794274 (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification No.) 11900 Biscayne Blvd ...

As filed with the Securities and Exchange Commission on May 26, 2023. Registration Number 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Innovative Eyewear, Inc. (Exact Name of Registrant as Specified in its Charter) (State or other jurisdiction of incorporation or organization) Florida 5995 84-2794274 (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification No.) 11900 Biscayne Blvd ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission file number 001-41392 INNOVATIVE EYEWEAR, INC. (Exact name of registrant as specified in its charter) Florida 84-2794274 (State or other ...

Product Offerings - Lucyd Lyte eyewear launched with 12 styles and offers 70 different lens types, resulting in hundreds of product variations available [21][22] - The Manufacturer's Suggested Retail Price (MSRP) for Lucyd Lyte 2.0 eyewear starts at $199, with a basic prescription lens upgrade available for $40 [37] - Lucyd Lyte glasses have a battery life of 12 hours per charge, outperforming most competitors in the market [40] - The company aims to introduce six styles of Nautica smart eyewear and six to twelve additional styles of Lucyd Lyte glasses in 2023 [25] - The Lucyd Lyte 2.0 smart eyewear is priced at $199, which is lower than competitors like Bose Frames and Amazon Echo Glasses, priced at $249 [108] Technology and Innovation - The Vyrb application, launched in December 2021, allows users to interact with social media hands-free and is set for commercial launch in Q4 2023 [30] - Lucyd Lyte eyewear integrates Bluetooth technology, allowing users to perform tasks without pulling out their smartphones, enhancing situational awareness [36] - The company has licensed and filed 48 patents to protect its eyewear designs and features, including Vyrb and multi-channel Bluetooth connectivity [74][75] - The company has developed the Vyrb social audio app, which allows users to interact with social media through voice commands, with a commercial launch anticipated in Q4 2023 [92] - The Vyrb app has introduced features such as live audio streams with up to 100 visitors and the ability to import external audio files, enhancing user engagement [92] Sales and Distribution - The company operates a capital light business model, selling products through e-commerce channels and partnerships with over 200 retailers [41][45] - Lucyd has sold thousands of smart glasses since the launch, with several optical stores in the U.S. and Canada onboarding the product [24] - Lucyd.co is the primary e-commerce channel, offering 70 different lens combinations and shipping worldwide, while Amazon drives about 50% of online sales but limits product variations [49][50] - The company is pursuing retail expansion through independent eyewear stores, national chains, and big box retailers, with expectations of onboarding at least one major optical chain in 2023 [55][56][57] - A distribution agreement with 8 Points Inc. mandates a minimum purchase of $4.6 million worth of Lucyd Lyte products over 30 months to maintain exclusivity in Canada [93] Marketing Strategy - The company employs a 360-degree marketing strategy, focusing on influencer marketing and user-generated content to enhance brand awareness and drive sales [63][70] - The company plans to enhance its influencer strategy by onboarding A-list musical talent and sports figures to promote its products [70] - The company has launched a digital try-on kiosk for resellers to increase brand presence and educate customers about Lucyd eyewear [55] Financial Performance - The company reported a net loss of $5,681,833 for the year ended December 31, 2022, compared to a net loss of $3,244,506 for the year ended December 31, 2021, with an accumulated deficit of $10,305,987 as of December 31, 2022 [119] - In fiscal year 2022, the company invested heavily in B2C and B2B efforts, which included discounts and promotional activities that impacted gross margins, but expects to neutralize the gross deficit in fiscal year 2023 with an increase in MSRP by $50 [48] - The company derives all its revenue from the sale of its Lucyd Lyte smart eyewear, making it vulnerable to declines in sales due to competition and market conditions [133] Risks and Challenges - The company faces risks related to supply chain disruptions, dependency on foreign manufacturing, and regulatory challenges in the optical industry [111] - The company is dependent on a limited number of suppliers for components, primarily located in the U.S. and China, which poses risks related to supply chain disruptions and component shortages [127] - The U.S. government implemented tariffs on products imported from China, which could increase costs and negatively affect financial results [130] - The company faces significant risks from geopolitical and economic changes that could impact its supply chain and manufacturing operations [134] - The company faces potential intellectual property infringement claims as it expands its product offerings, which could lead to significant legal costs and operational distractions [192] Compliance and Regulations - The company is subject to FDA regulations as an eyewear importer, and failure to comply could adversely affect its business operations and sales [171] - The California Consumer Privacy Act (CCPA) and the California Privacy Rights Act (CPRA) impose new restrictions on the handling of personal information, which could increase compliance costs and impact business processes [175] - The company is required to comply with SEC rules regarding internal controls, with the first annual assessment due the year after its first annual report [208] Future Outlook - The company aims to achieve profitability within the next two years while planning to invest efficiently in product development, supply chain, and marketing capabilities [120] - The company plans to enhance its products and introduce new offerings to attract and retain customers, but the success of these initiatives is uncertain [137] - The company may pursue strategic licensing deals to accelerate growth, but there are risks associated with the successful integration and profitability of acquired intellectual property [218]

Revenue Performance - Revenue for the three months ended September 30, 2022, was $151,957, a decrease of 11% from $171,033 in the same period of 2021[90]. - For the nine months ended September 30, 2022, total revenue was $592,720, a 43% increase from $415,185 in the same period of 2021, due to the launch of Lucyd Lytes[104]. Gross Profit and Margins - Gross profit for the three months ended September 30, 2022, was $22,865, representing a gross margin of 15%, down from 24% in the prior year[90]. - Gross profit for the three months ended September 30, 2022, was $22,865, down from $40,810 in the same period of 2021, attributed to promotional pricing and increased shipping costs[97]. - Gross profit for the nine months ended September 30, 2022, was $140,502, an increase from $82,807 in the same period of 2021, due to higher pricing of new models[111]. Operating Expenses - Total operating expenses for the three months ended September 30, 2022, were $1,388,575, an increase of 23% compared to $1,132,088 in the same period of 2021[90]. - Operating expenses increased to $1,388,575 for the three months ended September 30, 2022, compared to $1,132,090 in the same period of 2021, driven by business expansion[98]. - Operating expenses for the nine months ended September 30, 2022, rose to $3,840,764 from $1,908,247 in the same period of 2021, largely due to increased staffing and consulting fees[112]. Research and Development - Research and development expenses surged to $304,691 for the three months ended September 30, 2022, compared to only $9,224 in the prior year, marking a 3203% increase[90]. - Research and development costs increased significantly to $304,691 for the three months ended September 30, 2022, compared to $9,224 in the same period of 2021, due to product line expansion[102]. E-commerce and Wholesale Growth - The company has engaged over 150 unique wholesale accounts to expand its market reach[63]. - The company received over 10,435 online orders as of September 30, 2022, indicating growth in its e-commerce business[75]. - For the three months ended September 30, 2022, total revenue was $91,661 from non-prescription frames and accessories, and $22,706 from prescription lenses, with online sales accounting for 48.9% of total sales[92]. Inventory and Sales Returns - As of September 30, 2022, the company recorded an inventory prepayment of $197,750 related to eyewear purchased from the manufacturer[126]. - The company recorded an allowance for sales returns of $12,604 as of September 30, 2022, down from $22,266 as of December 31, 2021[140]. Future Outlook and Financing - The company anticipates guaranteed minimum royalty payments totaling approximately $1 million over the next five years from a licensing agreement[65]. - The company expects operating losses to continue in the foreseeable future as it invests in business expansion and development[120]. - Future capital requirements will depend on factors such as growth in retail store customers and e-commerce needs, with potential for additional equity or debt financing if current liquidity sources are insufficient[121]. Initial Public Offering - The company raised approximately $7.35 million from its initial public offering on August 17, 2022, after deducting underwriting discounts and offering expenses, net proceeds amounted to $6,189,734[118][119]. - The company plans to use the proceeds primarily for sales and marketing, expanding inventory, and developing new smart eyewear styles and the Vyrb app[119]. Tax and Financial Obligations - The company has incurred taxable losses since inception but is current in its tax filing obligations[129]. - The company does not have any off-balance sheet arrangements as of September 30, 2022[122]. Revenue Recognition - The company recognizes revenue from sales of optical glasses and related shipping charges upon satisfying performance obligations, with e-commerce revenue recognized upon shipment[134][137].

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Commission file number 001-41392 11900 Biscayne Blvd., Suite 630, North Miami, Florida 33181 INNOVATIVE EYEWEAR, INC. (Address of Princip ...