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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): July
9, 2026 (July 8, 2026)
INNOVATIVE EYEWEAR, INC.
(Exact name of registrant as specified in its charter)
| Florida |
|
001-41392 |
|
85-0734861 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
|
11900 Biscayne Blvd., Suite 630
North Miami, Florida |
|
33181 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s
telephone number, including area code: (786) 785-5178
Not
Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, par value $0.00001 per share |
|
LUCY |
|
The Nasdaq Stock Market LLC |
| Warrants to purchase Common Stock |
|
LUCYW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| Item 1.01 | Entry
into a Material Definitive Agreement |
On July 8,
2026, Innovative Eyewear, Inc., a Florida corporation (the “Company”), entered into an inducement letter agreement (the “Inducement
Letter Agreement”) with a holder (the “Holder”) of certain of its existing warrants to purchase an aggregate of 2,200,544
shares of the Company’s common stock, $0.00001 par value per share (the “Common Stock”), which were originally issued
to the Holder on April 14, 2025 and June 24, 2025, each having an original exercise price of $2.60 per (the “Existing
Warrants”).
The resale
of the shares of Common Stock issued upon exercise of the Existing Warrants are registered pursuant to effective registration statements
on Form S-1 (No. 333-287142 and No. 333-288777).
Pursuant
to the Inducement Letter Agreement, the Holder agreed to exercise for cash the Existing Warrants at a reduced exercise price of $1.35 per share
in consideration of the Company’s agreement to issue new unregistered Series J warrants (the “Series J Warrants” or “New
Warrants”) to purchase up to an aggregate 6,601,632 shares of Common Stock, each at a purchase price of $0.125 per New Warrant. The
New Warrants have an exercise price of $1.10 per share, are exercisable immediately upon issuance and have a term of exercise equal to
twenty-four (24) months following the effective date of the Resale Registration Statement (as defined below).
The Company
has agreed to file a registration statement providing for the resale of the New Warrant Shares issuable upon the exercise of the New Warrants
(the “Resale Registration Statement”) as soon as reasonably practicable (and in any event within 15 calendar days) after the
date of the Inducement Letter Agreement, and to use commercially reasonable efforts to have such Resale Registration Statement declared
effective by the Securities and Exchange Commission (the “SEC”) within 45 calendar days following the date of the Inducement
Letter Agreement (or within 75 calendar days following the date of the Inducement Letter Agreement in case of a “full review”
of such registration statement by the SEC) and to keep the Resale Registration Statement effective at all times until no holder of the
New Warrants owns any New Warrants or New Warrant Shares. Pursuant to the Inducement Letter Agreement, the Company agreed not to issue,
enter into any agreement to issue or announce the issuance or proposed issuance of any Common Stock or Common Stock equivalents or file
any registration statement or any amendment or supplement to any existing registration statement (in each case, subject to certain exceptions)
until 30 calendar days after the closing of the offering. The Company also agreed not to effect or agree to effect any Variable Rate Transaction
(as defined in the Inducement Letter Agreement) until one (1) year after the closing of the offering (subject to an exception).
The gross
proceeds to the Company from the exercise of the Existing Warrants and the issuance of the New Warrants were approximately $3.0 million
prior to deducting placement agent fees and offering expenses. The closing of the offering occurred on July 9, 2026. The Company
intends to use the net proceeds from this transaction for working capital and general corporate purposes.
H.C. Wainwright
& Co., LLC (“Wainwright”) acted as the exclusive placement agent for the offering pursuant to an engagement agreement
between the Company and Wainwright dated as of July 7, 2026 (the “Engagement Agreement”). As compensation for such placement
agent services in the offering, the Company has agreed to pay Wainwright an aggregate cash fee equal to 7.5% of the gross proceeds received
by the Company from the offering, plus a management fee equal to 1.0% of the gross proceeds received by the Company from the offering,
accountable expenses of $50,000, non-accountable expenses of $25,000 and $15,950 for clearing expenses. The Company has also agreed to
issue to Wainwright or its designees warrants to purchase up to 165,041 shares of Common Stock (the “PA Warrants” and the
shares of Common Stock issuable upon exercise of the PA Warrants, the “PA Warrant Shares”). The PA Warrants are immediately
exercisable, have a term of twenty-four (24) months following the effective date of the Resale Registration Statement, and have an exercise
price of $1.6875 per share. Pursuant to the Engagement Agreement, the Company has also agreed to pay Wainwright a cash fee equal to 7.5%
of the gross proceeds received by the Company from the ordinary course exercise of warrants previously placed by Wainwright, a management
fee equal to 1.0% of the gross proceeds received by the Company from the ordinary course exercise of warrants previously placed by Wainwright
and issue to Wainwright or its designees warrants to purchase up to 7.5% of the number of shares of Common Stock underlying any such exercised
warrants previously placed by Wainwright, which will be in the same form and terms as the PA Warrants.
The foregoing
summaries of the Inducement Letter Agreement, the Series J Warrants, and the PA Warrants do not purport to be complete and are subject
to, and qualified in their entirety by, the forms of such documents attached as Exhibits 10.1, 4.1, and 4.2, respectively, to this Current
Report on Form 8-K, which are incorporated herein by reference.
| Item 3.02 | Unregistered
Sales of Equity Securities. |
The information
contained above in Item 1.01 related to the New Warrants, the New Warrant Shares, the PA Warrants, and the PA Warrant Shares is hereby
incorporated by reference into this Item 3.02. The New Warrants, PA Warrants, New Warrant Shares, and PA Warrant Shares are being sold
and issued without registration under the Securities Act, in reliance on the exemptions provided by Section 4(a)(2) of the Securities
Act as a transaction not involving a public offering and Rule 506 promulgated under the Securities Act as sales to accredited investors,
and in reliance on similar exemptions under applicable state laws. Such securities may not be offered or sold in the United States absent
registration or an exemption from registration under the Securities Act and any applicable state securities laws.
Neither
this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy our securities
nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such state or jurisdiction.
On July 8,
2026, the Company issued a press release announcing the entry into the Inducement Letter Agreement, which has been filed as Exhibit 99.1
to this Current Report on Form 8-K.
| Item 9.01 | Financial
Statements and Exhibits. |
| Exhibit No. |
|
Description |
| 4.1 |
|
Form of Series J Warrant |
| 4.2 |
|
Form of PA Warrant |
| 10.1 |
|
Form of Inducement Letter Agreement, dated July 8, 2026, by and between Innovative Eyewear, Inc. and the Holder |
| 99.1 |
|
Press release issued by the Company on July 8, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within Inline
XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: July 9, 2026
| |
INNOVATIVE
EYEWEAR, INC. |
| |
|
|
| |
By: |
/s/
Harrison Gross |
| |
Name: |
Harrison Gross |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
Innovative Eyewear, Inc. Announces Exercise of Warrants For Approximately $3.0 Million in Gross Proceeds
MIAMI, July 8, 2026 /PRNewswire/ – Innovative Eyewear, Inc. (“Innovative Eyewear” or the “Company”) (Nasdaq: LUCY), the manufacturer of smart eyewear under the Lucyd®, Lucyd Armor®, Reebok®, Eddie Bauer® and Nautica® brands, today announced the entry into a definitive agreement for the immediate exercise of certain outstanding warrants to purchase an aggregate of 2,200,544 shares of the Company’s common stock originally issued by the Company on April 14, 2025 and June 24, 2025, each having an original exercise price of $2.60 per share, at a reduced exercise price of $1.35 per share. The closing of the warrant exercise transaction is expected to occur on or about July 9, 2026, subject to satisfaction of customary closing conditions.
H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.
The shares of common stock issuable upon exercise of the warrants are registered pursuant to effective registration statements on Form S-1 (File Nos. 333-287142 and 333-288777).
In consideration for the immediate exercise of the warrants for cash, the Company will issue new unregistered short-term Series J warrants to purchase up to an aggregate of 6,601,632 shares of common stock. The new short-term Series J warrants will have an exercise price of $1.10 per share will be exercisable immediately upon issuance and will expire twenty-four months from the effective date of the Resale Registration Statement (defined below).
The gross proceeds to the Company from the exercise of the warrants are expected to be approximately $3.0 million, prior to deducting placement agent fees and other offering expenses. The additional potential gross proceeds from the new short-term Series J warrants, if fully exercised on a cash basis, will be approximately $7.25 million. No assurance can be given that any of the new short-term Series J warrants will be exercised. The Company expects to use the net proceeds from the transaction for working capital and general corporate purposes.
The new short-term Series J warrants described above are being offered in a private placement and, along with the shares of common stock issuable upon exercise of the new Series J warrants, have not been registered under the Securities Act of 1933, as amended (the “1933 Act”), or applicable state securities laws. Accordingly, the new short-term Series J warrants and shares of common stock issuable upon the exercise of the new short-term Series J warrants may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the 1933 Act and such applicable state securities laws. The Company has agreed to file a registration statement with the Securities and Exchange Commission (“SEC”) as soon as practicable covering the resale of the shares of common stock issuable upon exercise of the new short-term Series J warrants (the “Resale Registration Statement”).
This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
About Innovative Eyewear, Inc.
Innovative Eyewear is a developer and retailer of ChatGPT-enabled smart eyewear under the Lucyd®, Nautica®, Eddie Bauer® and Reebok® brands. True to our mission to Upgrade Your Eyewear®, our Bluetooth smart glasses allow users to stay safely and ergonomically connected to their digital lives and are offered in hundreds of frame and lens combinations to meet the needs of the optical market. To learn more and explore our continuously evolving collection of smart eyewear, please visit www.lucyd.co.
Forward Looking Statements
This press release contains certain forward-looking statements, including but not limited to, those relating to the satisfaction of customary closing conditions, the intended use of proceeds from the offering, the anticipated closing of the offering and the potential exercise of the new short-term Series J warrants prior to their expiration. Forward-looking statements are based on the Company’s current expectations and assumptions. The Private Securities Litigation Reform Act of 1995 provides a safe-harbor for forward-looking statements. These statements may be identified by the use of forward-looking expressions, including, but not limited to, “anticipate,” “believe,” “continue,” “estimate,” “expect,” “future,” “intend,” “may,” “outlook,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise. Important factors that could cause actual results to differ materially from those in the forward-looking statements are set forth in the Company’s filings with the Securities and Exchange Commission, including its annual report on Form 10-K under the caption “Risk Factors.”
Investor Relations Contact:
Innovative Eyewear, Inc.
Scott Powell
Skyline Corporate Communications Group, LLC
Office: +1 (646) 893-5835
Email: scott@skylineccg.com
