Innovative Eyewear Inc. Files 8-K on Equity Sales

TL;DR

LUCY filed an 8-K for material definitive agreement & unregistered equity sales. Watch for dilution.

AI Summary

On May 28, 2024, Innovative Eyewear Inc. entered into a material definitive agreement related to unregistered sales of equity securities. The company, incorporated in Florida with its principal office in North Miami, Florida, filed this 8-K report to disclose these events.

Why It Matters

This filing indicates potential new equity issuance or sales by Innovative Eyewear Inc., which could impact share dilution and the company's capital structure.

Risk Assessment

Risk Level: medium — Filings related to unregistered equity sales can signal potential dilution or financial distress, requiring closer examination of the terms.

Key Numbers

• 001-41392 — SEC File Number (Identifies the company's filing with the SEC.)

Key Players & Entities

• Innovative Eyewear Inc. (company) — Registrant
• May 28, 2024 (date) — Earliest event reported
• 001-41392 (company) — Commission File Number
• Florida (state) — State of incorporation
• North Miami, Florida (location) — Principal business address

FAQ

Key Financial Figures

• $0.00001 — ch registered Common Stock, par value $0.00001 per share LUCY The Nasdaq Stock Mar
• $2.5 million — or the purpose of raising approximately $2.5 million in gross proceeds for the Company. Purs
• $0.475 — price per Share and Purchase Warrant is $0.475. The Purchase Warrants will be immediat
• $50,000 — offering, a non-accountable expense of $50,000 and $15,950 for clearing expenses. The
• $15,950 — non-accountable expense of $50,000 and $15,950 for clearing expenses. The Company has
• $0.5938 — offering, and have an exercise price of $0.5938 per share. The net proceeds to the Co
• $2,100,000 — penses are expected to be approximately $2,100,000 . The Company intends to use the net pr

Filing Documents

• innovativeeyewear_8k.htm (8-K) — 51KB
• innovativeeyewear_ex4-1.htm (EX-4.1) — 104KB
• innovativeeyewear_ex4-2.htm (EX-4.2) — 103KB
• innovativeeyewear_ex5-1.htm (EX-5.1) — 8KB
• innovativeeyewear_ex10-1.htm (EX-10.1) — 214KB
• ex5-1_001.jpg (GRAPHIC) — 30KB
• 0001829126-24-003814.txt ( ) — 848KB
• lucy-20240528.xsd (EX-101.SCH) — 4KB
• lucy-20240528_def.xml (EX-101.DEF) — 26KB
• lucy-20240528_lab.xml (EX-101.LAB) — 36KB
• lucy-20240528_pre.xml (EX-101.PRE) — 25KB
• innovativeeyewear_8k_htm.xml (XML) — 6KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement On May 28, 2024, Innovative Eyewear, Inc. (the " Company ") entered into a Securities Purchase Agreement (the " Purchase Agreement ") with certain institutional investors (the " Investors ") for the purpose of raising approximately $2.5 million in gross proceeds for the Company. Pursuant to the terms of the Purchase Agreement, the Company agreed to sell, in a registered direct offering, an aggregate of 5,263,161 shares (the " Shares ") of the Company's common stock (" Common Stock ") and, in a concurrent private placement, warrants (the " Purchase Warrants ") to purchase up to 5,263,161 shares of Common Stock (the shares of Common Stock issuable upon exercise of the Purchase Warrants, the " Purchase Warrant Shares "). The combined purchase price per Share and Purchase Warrant is $0.475. The Purchase Warrants will be immediately exercisable upon issuance, will expire five years following the issuance date and have an exercise price of $0.475 per share. The closing of offering pursuant to the Purchase Agreement is expected to occur on or about May 29, 2024 (the " Closing Date "), subject to satisfaction of customary closing conditions. The Company has agreed to file a registration statement under the Act with the Securities and Exchange Commission (the " SEC "), covering the resale of the Warrant Shares within 5 calendar days following the date of the Purchase Agreement and to use commercially reasonable efforts to cause the registration statement to be declared effective by the SEC within 30 days following the closing of the Offering (as defined in the Purchase Agreement) (or, in the event of a "full review" by the Commission, 60 days following the closing of the Offering). 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 ag

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information contained above in Item 1.01 related to the Purchase Warrants, the Purchase Warrant Shares, the PA Warrants and the PA Warrant Shares is hereby incorporated by reference into this Item 3.02. The Purchase Warrants, PA Warrants, Purchase Warrant Shares and PA Warrant Shares are being sold and issued without registration under the Securities Act of 1933, as amended (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.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits 4.1 Form of Purchase Warrant 4.2 Form of PA Warrant 5.1 Opinion of Ellenoff Grossman & Schole LLP 10.1 Form of Securities Purchase Agreement 23.1 Consent of Ellenoff Grossman & Schole LLP (included in Exhibit 5.1) 104 Cover Page Interactive Data File (embedded within Inline XBRL document) 2

SIGNATURES

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: May 29, 2024 INNOVATIVE EYEWEAR, INC. By: /s/ Harrison Gross Name: Harrison Gross Title: Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR