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): September 18, 2024

INNOVATIVE EYEWEAR, INC.

(Exact name of registrant as specified in its charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

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 September 18, 2024, Innovative Eyewear, Inc., a Florida corporation (the “Company”), entered into inducement letter agreements (the “Inducement Letter Agreements”) with certain holders (the “Holders”) of certain of its existing warrants to purchase an aggregate of 148,567 shares of the Company’s common stock, $0.00001 par value per share (the “Common Stock”), originally issued to the Holders on May 1, 2024, having an original exercise price of $4.88 per share (the “Existing Warrants”).

The shares of Common Stock issued upon exercise of the Existing Warrants are registered pursuant to an effective registration statement on Form S-1 (No. 333-279873).

Pursuant to the Inducement Letter Agreements, the Holders agreed to exercise for cash the Existing Warrants at an exercise price of $5.13 per share in consideration of the Company’s agreement to issue new unregistered Series C warrants (the “Series C Warrants”) to purchase up to an aggregate of 148,567 shares of Common Stock and new unregistered Series D warrants (the “Series D Warrants” and, together with the Series C Warrants, the “New Warrants”) to purchase up to an aggregate of 148,567 shares of Common Stock (collectively, the “New Warrant Shares”). The Series C Warrants have an exercise price of $6.00 per share, are exercisable immediately upon issuance and have a term of exercise equal to five and one-half years from the date of issuance. The Series D Warrants have an exercise price of $6.00 per share, are exercisable immediately upon issuance and have a term of exercise equal to eighteen months from the date of issuance.

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 30 calendar days) after the date of the Inducement Letter Agreements, and to use commercially reasonable efforts to have such Resale Registration Statement declared effective by the Securities and Exchange Commission (the “SEC”) within 60 calendar days following the date of the Inducement Letter Agreements (or within 90 calendar days following the date of the Inducement Letter Agreements 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 Agreements, 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 10 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 Agreements) 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 are expected to be approximately $762,148 prior to deducting placement agent fees and offering expenses. The closing of the offering will occur on or about September 19, 2024. The Company intends to use the net proceeds from this transaction for working capital and general corporate purposes.

H.C. Wainwright & Co., LLC (“Wainwright”) is acting as the exclusive placement agent for the offering pursuant to an engagement agreement between the Company and Wainwright dated as of April 2, 2024. As compensation for such placement agent services, 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, and accountable expenses of $25,000. The Company has also agreed to issue to Wainwright or its designees warrants to purchase up to 11,143 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 five and one-half years from the date of issuance, and have an exercise price of $6.4125 per share.

The foregoing summaries of the Inducement Letter Agreements, the Series C Warrants, the Series D 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, 4.2, and 4.3, 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.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

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: September 19, 2024