Asfiled with the U.S. Securities and Exchange Commission onDecember 13, 2021

RegistrationNumber 333-        

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORMS-1

REGISTRATIONSTATEMENT
UNDER THE SECURITIES ACT OF 1933

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InnovativeEyewear, Inc.

(ExactName of Registrant as Specified in its Charter)

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8101Biscayne Blvd., Suite 705

Miami,Florida, 33138

(954)826-0329
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

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HarrisonGross

ChiefExecutive Officer 8101 Biscayne Blvd., Suite 705

Miami,Florida, 33138

(954) 826-0329
(Name, Address, Including Zip Code, and Telephone Number,Including Area Code, of Agent for Service)

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withCopies to:

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Approximatedate of commencement of proposed sale to public:

Assoon as practicable after the effective date hereof.

Ifany of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415under the Securities Act, check the following box. ☒

Ifthis Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, checkthe following box and list the Securities Act registration statement number of the earlier effective registration statement for the sameoffering. ☐

Ifthis Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the followingbox and list the Securities Act registration number of the earlier effective registration statement for the same offering. ☐

Ifthis Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the followingbox and list the Securities Act registration number of the earlier effective registration statement for the same offering. ☐

Indicateby 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,”“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Ifan emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☐

CALCULATIONOF REGISTRATION FEE

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(1)      Estimatedsolely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended (the“Securities Act”).

(2)      Calculatedpursuant to Rule 457(o) based on an estimate of the proposed maximum aggregate offering price.

(3)      Includesshares of common stock which may be issued on exercise of a 45-day option granted to the underwriters to coverover-allotments, if any.

(4)      Noseparate registration fee required pursuant to Rule 457(g) under the Securities Act.

(5)      Estimatedsolely for the purposes of calculating the registration fee pursuant to Rule 457(g) under the Securities Act. We have agreed to issue,upon the closing of this offering, representative’s warrants to Maxim Group LLC (or its designees) entitling it to purchase up to6% of the aggregate shares of Common Stock in this offering. We have calculated the proposed maximum aggregate offering price of the commonstock underlying the representative’s warrants by assuming that such warrants are exercisable at a price per share equal to 110%of the price per share sold in this offering.

Theregistrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrantshall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordancewith Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission,acting pursuant to Section 8(a), may determine.

Theinformation contained in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registrationstatement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securitiesand it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

InnovativeEyewear, Inc.

Unitsconsisting of
Shares of Common Stock and
Warrants to purchase               Shares of Common Stock

Thisis a firm commitment underwritten public offering by Innovative Eyewear, Inc., a Delaware corporation (after we redomicile from a Floridacorporation to a Delaware corporation) (the “Company”) of units (the “Units”), each of which consisting of oneshare of the Company’s common stock, par value $0.00001 per share and one warrant (the “Warrant”) to purchase one shareof common stock. Prior to this offering, there has been no public market for our Common Stock or Warrants, comprising the Units. We anticipatethat the initial public offering price of our Units will be between $         and $        ,and the number of Units offered hereby is based upon an assumed offering price of $          per Unit, the midpoint of such estimated price range.

TheUnits have no stand-alone rights and will not be certificated or issued as stand-alone securities. The Warrantsand common stock are immediately separable and will be issued separately in this offering. Each Warrant offered hereby is immediatelyexercisable on the date of issuance at an exercise price of $           per Warrant(which shall not be less than       % of the public offering price per share of common stock) and will expirefive years from the date of issuance. The Warrants will not be listed for trading.

Wehave applied to have our shares of common stock listed on the Nasdaq Capital Market (“NASDAQ”) under the symbol “LUCY”.No assurance can be given that our application will be approved. If our common stock is not approved for listing on NASDAQ, we will notconsummate this offering. There is no established trading market for any of the Warrants, and we do not expect a market to develop. Wedo not intend to apply for a listing for any of the Warrants on any securities exchange or other nationally recognized trading system.Without an active trading system, the liquidity of the Warrants will be limited.

Weare an emerging growth company under the Jumpstart our Business Startups Act of 2012, or JOBS Act, and, as such, may elect to comply withcertain reduced public company reporting requirements for this prospectus and future filings. See “Summary — Implicationsof Being an Emerging Growth Company.”

Investingin our common stock involves a high degree of risk. See “Risk Factors” beginning on page 14.

Neitherthe Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determinedif this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

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(1)      Doesnot include the reimbursement of certain expenses of the underwriters and warrants that we have agreed to issue to the representativeof the underwriters as additional compensation. We refer you to “Underwriting” beginning on page 106 for additional informationregarding underwriters’ compensation.

Wehave granted a 45-day option to the representative of the underwriters to purchase up to         additional shares of common stock at a price of $           per share and/or up to anadditional            Warrants to purchase up to           shares of Common Stock at a price per Warrant of $        , in any combination thereof, less,in each case, the underwriting discounts and commissions, solely to cover over-allotments, if any. If the representativeof the underwriters exercises the option in full, the total underwriting discounts and commissions will be $        and the additional proceeds to us, before expenses, from the over-allotment option exercise will be $        .

Theunderwriters expect to deliver the securities comprising the Units to purchasers on or about        ,2022.

SoleBook-Running Manager

MaximGroup LLC

Thedate of this prospectus is        , 2022

Tableof Contents

Aboutthis Prospectus

Weand the underwriters have not authorized anyone to provide any information or to make any representations other than those contained inthis prospectus or in any free writing prospectuses prepared by us or on our behalf or to which we have referred you. We take no responsibilityfor, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offerto sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. We are notmaking an offer to sell these securities in any jurisdiction where the offer or sale is not permitted or where the person making the offeror sale is not qualified to do so or to any person to whom it is not permitted to make such offer or sale. The information contained inthis prospectus is current only as of the date on the front cover of the prospectus. Our business, financial condition, results of operationsand prospects may have changed since that date.

Personswho come into possession of this prospectus and any applicable free writing prospectus in jurisdictions outside the United Statesare required to inform themselves about and to observe any restrictions as to this offering and the distribution of this prospectus andany such free writing prospectus applicable to that jurisdiction. See “Underwriting” for additional information on these restrictions.

Industryand Market Data

Unlessotherwise indicated, information in this prospectus concerning economic conditions, our industry, our markets and our competitive positionis based on a variety of sources, including information from third-party industry analysts and publications and our own estimatesand research. Some of the industry and market data contained in this prospectus are based on third-party industry publications.This information involves a number of assumptions, estimates and limitations.

Theindustry publications, surveys and forecasts and other public information generally indicate or suggest that their information has beenobtained from sources believed to be reliable. None of the third-party industry publications used in this prospectus wereprepared on our behalf. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors,including those described in “Risk Factors” in this prospectus. These and other factors could cause results to differ materiallyfrom those expressed in these publications.

Trademarks

Thisprospectus contains references to our trademarks and service marks and to those belonging to other entities. Solely for convenience, trademarksand trade names referred to in this prospectus may appear without the ®or TM symbols, but such references are not intended to indicate,in any way, that we will not assert, to the fullest extent possible under applicable law, our rights or the rights of the applicable licensorto these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or servicemarks to imply a relationship with, or endorsement or sponsorship of us by any other companies.

ProspectusSummary

Thissummary highlights certain information appearing elsewhere in this prospectus. Because it is only a summary, it does not contain all ofthe information that you should consider before investing in our securitiesand it is qualified in its entirety by, and should be read in conjunction with, the more detailedinformation appearing elsewhere in this prospectus. Before you decide to invest in our securities,you should read the entire prospectus carefully, including “Risk Factors” beginning on page 14 and the financial statementsand related notes included in this prospectus. Except where the historical context specifically requires otherwise, disclosures in thisprospectus reflect our redomicile from a Florida corporation to a Delaware corporation on             ,2021.

Unlessthe context indicates otherwise, as used in this prospectus, the terms “we,” “us,” “our,” “theCompany,” “Innovative Eyewear” and “our business” refer to Innovative Eyewear, Inc.

Thisprospectus includes trademarks, service marks and trade names owned by us or other companies. All trademarks, service marks and tradenames included in this prospectus are the property of their respective owners.

OurCompany

InnovativeEyewear develops and sells cutting-edge eyeglasses and sunglasses, which are designed to allow our customers to remain connectedto their digital lives, while also offering prescription eyewear and sun protection. The Company was founded by Lucyd Ltd. (the “Parent”),a portfolio company of Tekcapital. Tekcapital is a U.K. based university intellectual property accelerator. Tekcapital builds portfoliocompanies around new technologies. Innovative Eyewear licensed the exclusive rights to the Lucyd®brand (“Lucyd”), from Lucyd Ltd., which includes the exclusive use of all of Lucyd Ltd.’s intellectual property,including our main product, Lucyd Lyte® glasses (“Lucyd Lyte”).

InJanuary 2021, Innovative Eyewear fully launched its first commercial product, Lucyd Lyte. This initial product embodies our goalof creating smart eyewear for all day wear that looks like and is priced similarly to designer eyewear, but is also light weight and comfortable,and enables the wearer to remain connected to their digital lives. The product was initially launched with six styles. In September 2021,an additional six styles were added. These twelve styles are each available with 56 different lens types, resulting in 668 variationsof products currently available.

LucydLyte glasses enable the wearer to listen to music, take and make calls, and use voice assistants to perform many common smartphone taskshands-free. Some of the many things our customers can do with their Lucyd Lyte glasses include:

1.      “Senda voice message to (contact)”: this command begins the recording of an audio message to be sent to named contact.

2.      “Senda 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 a contact via Venmo or Apple Pay. Follow the digital assistant’sprompts to confirm.

5.      “Checkmy messages”: this command reads out our user’s latest incoming text messages and offers a prompt to reply to each. Closeout the digital assistant to end the readout.

6.      “Checkmy mailbox”: this command announces the number of unread emails, and reads them out with a prompt to continue after each one. Inthe prompt after each one, our customers can tell their digital assistant “Reply” and dictate an email response to the previousemail.

7.      “Find(cuisine type) food nearby”: this command reads through a list of nearby restaurants and their ratings, and prompts our user fordirections or to call after each one.

8.      “Callme an Uber”: this command prompts our user on which type of Uber ride they want, then asks to confirm to send a car to our user’slocation.

9.      “Whattime is it?”: announces the current time.

10.    “Play(song/album/artist)”: this command begins playing the requested song, album or artist via Apple Music.

11.    “Getme directions to (location)”: this command begins navigating on phone, with audible directions on glasses.

12.    “Takea memo”: this command begins recording a speech-to-text memo in Notes. Say “Read my Notes” to play back.

Webelieve that our Upgrade Your Eyewear® approach will set the pace and pavethe way for the future of the eyewear industry (“Upgrade Your Eyewear”). We also believe that traditional frames, no matterhow attractive, do not possess the functionality many eyeglass wearers need and want. Smart eyewear is part of a fast-growing,technology-enhanced ecosystem, consisting of traditional eyewear, electronic in-ear devices (“hearables”)and digital assistants. Lucyd Lyte sits at the intersection of these market drivers. We view proper eyewear design and construction asa core competency for competing in this new sector. Understanding the technological capabilities of hearables and digital assistants,and our ability to effectively integrate these technologies into eyewear, is a critical element for our long-term successin the eyewear market.

Additionally,we believe smart eyewear should also enable customers to freely interact with social media. While digital assistants, once enabled, canprovide some of this interaction, we believe that the ability to receive and send social media posts with your voice will greatly enhanceease of use of these platforms on the go. To facilitate this, Innovative Eyewear has been developing a full stack social media applicationcalled Vyrb™ (“Vyrb”) which enables the user to receive and send posts through Lucyd Lyte smart glasses with your voice.The application is slated to launch out of beta in the fourth quarter of 2021, and we are aiming to roll out software upgrades to Vyrbin the fourth quarter of 2022, which are currently planned to include new features like: monetization, ad-buying modules,an itemized upgrade system, and content selling capabilities for social media creators.

InnovativeEyewear believes that Vyrb will enhance the utility of current and future Lyte glasses by enabling users to keep their smart phones intheir pockets and still be able to hear and make social media posts on Vyrb, which other Vyrb users will be able hear. Additionally, Vyrbwill offer Lucyd Lyte users external social sharing features, which will allow posts made on Vyrb to be exported to other platforms suchas Facebook, Twitter and Instagram. The app can be

alsoused entirely with its visual interface on a phone or tablet and does not require Lucyd Lyte or another “hearable” to use,however, we believe it will enhance Lucyd Lyte and other hearables by enabling new voice commands that can be used through virtual assistants,such as Siri, and allowing users to interact with Vyrb and other social media platforms without looking at their phone or tablet.

Additionally,we are designing Vyrb to host audiobooks, podcasts and entire music albums on the platform. With Vyrb, Lucyd Lyte customers will be ableto hear their social media feeds, post messages, hold gatherings and musical performances, and enjoy social media with the authenticityof their own voice: all through their eyewear and without taking their phone out of their pocket.

OurMarket Opportunity

Accordingto Statista, the total addressable market for eyewear in the U.S. is projected to be $28.3 billion in 2021. The market fordigital assistants like Siri, Google Voice, Bixby and Alexa has grown rapidly in North America, and had $2.5 billion in revenuein 2020. In the U.S., our primary market, the hearables market is projected to be $5.1 billion in 2021. We view the popularityof hearables and digital assistants as important catalysts for the smart eyewear market.

Thecommon denominator among markets for the hearables and digital assistant is that they facilitate real-time access to digitaldata, whether it is through music, calls, navigational directions, or information, among other uses. The combination of hearables anddigital assistants provides a transparent, ergonomic interface between the users and their digital lives. At Innovative Eyewear, we arededicated to a touch-free interface and untethering your eyes from your smartphone’s screen, all with the simplicityand elegance of our carefully designed eyewear.

Thesynergistic fusion of these three markets enables, in our view, an opportunity to create a completely new experience of connected eyewear,which smoothly delivers the functionality of both optical glasses and headphones, eliminating the need for either on its own. Nevertheless,we believe that several orthodoxies of the eyewear industry still hold, namely: if you want to sell a lot of eyewear, it should be attractive,comfortable (e.g., light weight, which we believe to be approximately 1 oz.) and cost roughly the same as traditional eyewear. This iswhat we sought to achieve, and in our view accomplished with the introduction of Lucyd Lyte eyewear.

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1         https://www.statista.com/outlook/cmo/eyewear/united-states

          https://www.grandviewresearch.com/industry-analysis/intelligent-virtual-assistant-industry

          https://www.globenewswire.com/news-release/2021/07/29/2270984/0/en/Global-Wireless-Headphones-Market-to-
Reach-45-7-Billion-by-2026.html

OurBusiness Strategy

Whenwe started Innovative Eyewear, we believed that there were no attractive smart glasses that addressed the basic consumer need for goodlooking designer glasses that were comfortable, lightweight, and provided the functionality of hearables, and priced around the same asregular glasses. To meet this need, we decided to create products that we believed addressed all of these areas.

Allof our products are designed in Miami, manufactured in China and sold through multiple ecommerce channels, including on our website (Lucyd.co),BestBuy.com and Amazon.com, or through optical retailers. We believe this capital light approach is highly scalable and efficient in thedeployment of resources.

Sincewe understand that customers are particular about what they wear on their faces, and because customers come in every shape, size and designsensibility, we aim to continuously introduce new models in an effort to offer a wide variety of designs for myriad applications.

Competition

Thesmart eyewear industry in which we operate is highly competitive and rapidly evolving. While we believe that our products, which are anamalgam of optical quality eyeglasses and Bluetooth audio technology, provide a unique, designer format that is feature rich and competitivelypriced, we face competition from many different entities currently and likely will in the future. Our competitors’ products mayhave attributes and structural capabilities that we are unable to currently duplicate. Specifically, these may include:

Experiencein designing, producing, and selling smart eyewear and consumer electronic products.    All of our key competitorshave significantly longer experience designing and selling smart eyewear. As a result they are likely to have better developed design,manufacturing and production experience.

Brandawareness and marketing know-how.    Mostof our competitors have storied brands that they can leverage to accelerate market awareness and encourage early adopters to evaluateand purchase their products.

Channeldevelopment and product placement.    Many of our competitors have long-standing relationshipswith retail and ecommerce distribution channels which gives them an advantage for market penetration, certainly in the near-termand perhaps over time as well.

Captiveretail distribution.    At least one of our competitors has their own company-owned retail distributionchannel which enhances their ability to bring smart eyewear to a large audience at an incremental cost.

Financialresources.    All of our competitors have significantly greater financial resources which they can put in harnesstowards research and development and sales and marketing to develop and sell an enhanced product at a favorable price.

OurCompetitive Strengths

AUnique Solution to a Common Problem.    We believe that the distraction created by smartphones originates intwo forms: (1) via headphones or earbuds, where the user is deprived of full audible situational awareness; and, (2) via thevisual interface of the phone, which distracts the user completely from their surroundings. Many of our competitors have relatively bulkyspeakers enclosed within the temples, while Lucyd Lyte’s speakers and temples are thin, which allows them to look similar to traditionaldesigner glasses.

AffordablePrice Point.    The manufacturer’s suggested retail price for Lucyd Lyte eyewear starts at $149. Mostof our U.S. based competitors are significantly more expensive, starting at $249 or higher.

Quality.All of our frames can be outfitted in-house or by optical resellers with any combination of the following: prescription,sunglass, readers and blue light formats. Our frame fronts are made with what we believe are high quality optical materials to ensureeasy lens fitting by any optician.

CustomizableProduct Offering.    There are 56 lens types available for Lucyd Lyte, making it one of the most customizablesmart eyewear in the world. Innovative Eyewear has a long-standing partnership with a high-quality optical labin Boston to produce prescription and custom lenses for our frames quickly and affordably. Our contract with a third-partylab also allows us to offer direct fulfillment to our customers.

Comfort.    Atjust 1.0-1.45 ounces, our eyewear has a feather-light fit, suitable for all day vision correction.

Longbattery life.    At 6.5-8 hours of playback per charge, Lucyd eyewear outpaces most if not allof the competition on battery life.

Capitallight business model.    All of our products are sold through multiple ecommerce channels, including on ourwebsite (Lucyd.co), BestBuy.com and Amazon.com, or through optical or other retailers that maintain traditional brick and mortar retailstores. We believe this capital light approach is highly scalable and efficient in the deployment of resources. We view “capitallight” as being more efficient, by obviating the need to build factories and retail stores, but rather contract with both.

Multi-channelapproach.    We sell our products both through multiple online channels and multiple categories of brick-and-mortarretail stores. We believe this multi-channel approach provides us with an advantage against our competitors who either solelysell their products online or in brick-and-mortar retail stores.

Experiencedmanagement team.    We have an experienced board of directors with more than 80 years of combined experiencein the eyewear industry and a management team with substantial experience with operating eyewear and technology companies.

RisksAssociated with our Business

Ourbusiness and ability to execute our business strategy are subject to a number of risks of which you should be aware before you decideto buy our common stock. In particular, you should carefully consider the following risks, which are discussed more fully in the sectionentitled “Risk Factors” in this prospectus:

•        Theoptical industry is highly competitive, and if we do not compete successfully, our business may be adversely impacted.

•        Wehave a history of losses, and we may be unable to achieve or sustain profitability.

•        Thereports of our independent registered public accounting firm for the fiscal years ended December 31, 2019 and 2020 containan explanatory paragraph regarding substantial doubt about our ability to continue as a going concern.

•        Wehave limited experience in scaling a smart eyewear business. If we are unable to manage our expected growth effectively, our brand, andfinancial performance may suffer, which may have a material adverse effect on our business, financial condition, and operating results.

•        Increasesin component costs, shipping costs, long lead times, supply shortages, and supply changes could disrupt our supply chain; factors suchas wage rate increases and inflation can have a material adverse effect on our business, financial condition, and operating results.

•        Wecurrently derive all of our revenue from sales of our glasses. A decline in sales of our eyewear would negatively affect our business,financial condition, and results of operation.

•        Weface significant risks due to our dependency on foreign supply and manufacturing chains, geopolitical and economic changes, and changesin public perception about internationally sourced and manufactured products.

•        Werely on a limited number of contract manufacturers and logistics partners for our products. A loss of any of these partners could negativelyaffect our business.

•        Ifwe fail to cost-effectively retain our existing customers or to acquire new customers, our business, financial condition,and results of operations would be harmed.

•        Eyeglassesare regulated as medical devices by the FDA, and our failure, or the failure of any third-party manufacturer or optical laboratory,to obtain and maintain the necessary marketing authorizations for our products could have a material adverse effect on our business.

•        Ourprofitability and cash flows may be negatively affected if we are not successful in managing our supply chain and customer demands forproduct deliveries.

•        Ifwe fail to maintain and enhance our brand, our ability to engage or expand our base of customers will be impaired, and our business, financialcondition, and results of operations may suffer.

•        Werely heavily on our information technology systems, as well as those of our third-party vendors, business partners, and serviceproviders, for our business to effectively operate and to safeguard confidential information; any significant failure, inadequacy, interruption,or data security incident could adversely affect our business, financial condition, and operations.

•        Ourmultichannel channel business faces distinct risks, and our failure to successfully manage it could have a negative impact on our profitability.

•        TheCOVID-19 pandemic has had, and may in the future continue to have, a material adverse impact on our business.

•        Ifwe fail to adapt and respond effectively to rapidly changing technology, evolving industry standards and changing customer needs or requirements,our solutions may become less competitive.

•        Wedepend on highly skilled personnel to grow and operate our business, and if we are unable to hire, retain, and motivate our personnel,we may not be able to grow effectively.

•        Adecline in sales of our eyewear would negatively affect our business, financial condition, and results of operations.

•        Wecould be adversely affected by product liability, product recall or personal injury issues.

•        Welicense our technology from Lucyd Ltd., the majority stockholder of the Company, and our inability to maintain this license could materiallyaffect our business, financial condition, and operating results.

•        Failureto adequately maintain and protect our intellectual property and proprietary rights could harm our brand, devalue our proprietary content,and adversely affect our ability to compete effectively.

•        Wemay incur costs to defend against, face liability or for being vulnerable to intellectual property infringement claims brought againstus by others.

•        Weface risks associated with suppliers from whom our products are sourced and are dependent on a limited number of suppliers.

•        Ourprojects could be hindered due to our dependence on third parties to complete many of our contracts.

•        Wedepend on search engines, social media platforms, digital application stores, content-based online advertising, and otheronline sources to attract consumers to and promote our website and our mobile applications, which may be affected by third-partyinterference beyond our control; and, as we grow, our the cost of acquiring new customers may continue to rise and become uneconomical.

•        Ourdirectors, executive officers and principal stockholders will continue to have substantial control over our company after this offering,which could limit your ability to influence the outcome of key transactions, including a change of control.

CorporateInformation

Wewere initially organized as a limited liability company under the laws of the State of Florida on August 15, 2019. We converted theCompany from a Florida limited liability company into a Florida corporation on March 25, 2020. Prior to the effectivenessof the registration statement, we plan on redomiciling from a Florida corporation to a Delaware corporation. Our principal executive officeis located at 8101 Biscayne Blvd., Suite 705, Miami, FL, 33126, and our phone number is (954) 826-0329. We maintain a websiteat www.lucyd.co. Following the effectiveness of the registration 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 of our website,as well as press releases, public conference calls, and investor conferences.

Thereference to our website is intended to be an inactive textual reference only. The information contained on, or that can be accessed through,our website is not part of this prospectus and investors should not rely on such information in deciding whether to purchase shares ofour common stock.

Our“Lucyd” logo, the Lucyd Lyte name and the slogan “Upgrade your 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.

Implicationsof Being an Emerging Growth Company

Wequalify as an “emerging growth company” as defined under the Securities Act of 1933, as amended (the “Securities Act”).As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements that are otherwise applicableto public companies. These provisions include, but are not limited to:

•        beingpermitted to present only two years of audited financial statements and only two years of related “Management’s Discussionand Analysis of Financial Condition and Results of Operations” in this prospectus;

•        notbeing required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002,as amended (or the Sarbanes-Oxley Act);

•        reduceddisclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements; and

•        exemptionsfrom the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachutepayments not previously approved.

Inaddition, an emerging growth company can take advantage of an extended transition period for complying with new or revised accountingstandards. This provision allows an emerging growth company to delay the adoption of some accounting standards until those standards wouldotherwise apply to private companies. We have elected to avail ourselves of this extended transition period. We will remain an emerginggrowth company until the earliest to occur of: (i) our reporting $1.07 billion or more in annual gross revenues; (ii) theend of fiscal year 2026; (iii) our issuance, in a three year period, of more than $1 billion in non-convertibledebt; and (iv) the end of the fiscal year in which the market value of our common stock held by non-affiliates exceeded$700 million on the last business day of our second fiscal quarter.

Wehave elected to take advantage of certain of the reduced disclosure obligations and may elect to take advantage of other reduced reportingrequirements in future filings. As a result, the information that we provide to our stockholders may be different than the informationyou might receive from other public reporting companies in which you hold equity interests.

Tothe extent that we continue to qualify as a “smaller reporting company,” as such term is defined in Rule 12b-2under the Securities Exchange Act of 1934, as amended, after we cease to qualify as an “emerging growth company,” certainof the exemptions available to us as an “emerging growth company” may continue to be available to us as a smaller reportingcompany, including: (1) not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-OxleyAct; (2) scaled executive compensation disclosures; and (3) the ability to provide only two years of audited financial statements,instead of three years.

TheOffering

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(1)      Thenumber of shares of our common stock to be outstanding immediately after this offering is based on shares of our common stock outstandingas of             , 2021, which giveseffect to the conversion of outstanding convertible promissory notes, or the Notes, into shares of common stock, and exclude:

•        2,332,500shares of common stock issuable upon exercise of stock options, at a weighted average exercise price of $2.59 per share; and

•                    shares of our common stock reserved for future issuance under our 2021 Equity Incentive Plan (which is equal to 20% of our issued andoutstanding common stock immediately after the consummation of this offering, less the number of outstanding option grants).

Unlessotherwise indicated, this prospectus reflects and assumes the following:

•        Conversionof the Notes upon the closing of this offering into an aggregate of             shares of our common stock at a conversion price of $             per share;

•        Noexercise of the Warrants included in the Units offered hereby; and

•        Noexercise by the underwriters of its over-allotment option; and

•        Noexercise of the Representative’s warrants.

Summaryof Financial Information

Thefollowing tables present our summary financial data and should be read together with our financial statements and accompanying notes and“Management’s Discussion and Analysis of Financial Condition and Results of Operations” appearing elsewhere in thisprospectus. The summary financial data for the years ended December 31, 2020 and 2019 are derived from our audited annual financialstatements, which are included elsewhere in this prospectus. The unaudited summary financial data as of September 30, 2021and for the nine months ended September 30, 2021 have been derived from our unaudited interim financial statements, whichare included elsewhere in this prospectus, and include all adjustments, consisting of normal recurring adjustments, necessary for a fairpresentation of our financial position and results of operations for these periods.

Statementof Operations Data:

CashFlow Data:

BalanceSheet Data:

CautionaryNote Regarding Forward-Looking Statements

Certainstatements in this prospectus may contain “forward-looking statements” within 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 team’s expectations, hopes, beliefs, intentions or strategies regarding the future. Additionally,any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlyingassumptions, 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,” “should,” “could,” “would,”“predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,”“intends,” “plans,” “believes,” “estimates,” and similar expressions, as well as statementsin future tense, may identify forward-looking statements, but the absence of these words does not mean that a statement isnot forward-looking.

Forward-lookingstatements should not be read as a guarantee of future performance or results and may not be accurate indications of when such performanceor results will be achieved. Forward-looking statements are based on information we have when those statements are made ormanagement’s good faith belief as of that time with respect to future events, and are subject to significant risks and uncertaintiesthat could cause actual performance or results to differ materially from those expressed in or suggested by the forward-lookingstatements. Important factors that could cause such differences include, but are not limited to:

•        ourlack of operating history;

•        ourexpected use of proceeds from this offering and relationships with our current customers;

•        ourexpectations regarding the time during which we will be an emerging growth company under the JOBS Act;

•        ourestimates regarding future revenue, expenses and needs for additional financing;

•        ourability to compete in our industry;

•        ourability to expand the number of retail stores that sell our products;

•        ourability to expand the production of our products;

•        theimpact of governmental laws and regulation;

•        difficultieswith certain vendors, suppliers and distributors we rely on or will rely on;

•        failureto maintain our corporate culture as we grow and changes in consumer recognition of our brand;

•        changesin senior management, loss of one or more key personnel or an inability to attract, hire, integrate and retain highly skilled personnel;

•        thesuccessful launch of our new application, Vyrb;

•        theability of our product to perform in a safe and efficient manner; and

•        ourability to adapt and respond effectively to rapidly changing technology, evolving industry standards and changing customer needs or requirements.

Theforegoing does not represent an exhaustive list of matters that may be covered by the forward-looking statements containedherein or risk factors that we are faced with. Forward-looking statements necessarily involve risks and uncertainties, andour actual 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 prospectus entitled “Risk Factors” elsewhere in this prospectus. The factorsset forth under the “Risk Factors” section and other cautionary statements made in this prospectus should be read and understoodas being applicable to all related forward-looking statements wherever they appear in this prospectus. The forward-lookingstatements contained in this prospectus represent our judgment as of the date of this prospectus. We caution readers not to place unduereliance on such statements. Except as required by law, we undertake no obligation to update publicly any forward-lookingstatements for any reason, even if new information becomes available or other events occur in the future. All subsequent written and oralforward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety bythe cautionary statements contained above and throughout this prospectus.

RiskFactors

Anyinvestment in our securities involves a high degree ofrisk. You should carefully consider the risks described below, which we believe represent certain of the material risks to our business,together with the information contained elsewhere in this prospectus, before you make a decision to invest in our securities.Please note that the risks highlighted here are not the only ones that we may face. For example, additional risks presently unknown tous or that we currently consider immaterial or unlikely to occur could also impair our operations. If any of the following events occuror any additional risks presently unknown to us actually occur, our business, financial condition and operating results may be materiallyadversely affected. In that event, the trading price of our securities could decline and you could lose all or part of your investment.

RisksRelating to Our Business, Strategy and Industry

Theoptical industry is highly competitive, and if we do not compete successfully, our business may be adversely impacted.

Wecompete directly with large, integrated optical players that sell both at the retail level and online such as Ray-Ban®that have multiple products, well regarded brands and retail banners, as well as established and well-regarded consumer electronicscompanies such as Bose®. This diversified and capable competition takesplace both in physical retail locations as well as online, for smart glasses. To compete effectively, we must continue to create, investin, or acquire, advanced technology, incorporate this technology into our products, obtain regulatory approvals in a timely manner whererequired, and process and successfully market our products.

Mostif not all of our competitors have significantly greater financial and operational resources, longer operating histories, greater brandrecognition, and broader geographic presence than we do. As a result, they may be able to outmaneuver us in the marketplace and offercapable products at more competitive prices, which may adversely affect our business. They also are able to spend far more than we dofor advertising. We may be at a substantial disadvantage to larger competitors with greater economies of scale. If our costs are greatercompared to those of our competitors, the pricing of our products may not be as attractive, thus depressing sales or the profitabilityof our products and services. Our competitors may expand into markets in which we currently operate and we remain vulnerable to the marketingpower and high level of customer recognition of these larger competitors and to the risk that these competitors or others could attractour customer base. Some of our competitors are vertically integrated and are also engaged in the manufacture and distribution of glassesand many of our competitors operate under a variety of brands and price points. These competitors can advantageously leverage this structureto better compete and access the market with significant market power could to make it more difficult for us to compete. We purchase someof our product components from suppliers who may be affiliates of one or more competitors or may compete with ourselves in the future.

Wemay not continue to be able to successfully compete against existing or future competitors. Our inability to respond effectively to competitivepressures, improved performance by our competitors, and changes in the retail and ecommerce markets could result in lost market shareand have a material adverse effect on our business, financial condition, and results of operations.

Wehave a history of losses, and we may be unable to achieve or sustain profitability.

Wehad a net loss of $768,184 for the year ended December 31, 2020 and $1,859,094 for the nine months ended September30, 2021 and have in the past had net losses. As of September 30, 2021, we had an accumulated deficit of $3,238,742.Because we have a short operating history it is difficult for us to predict our future operating results. We will need to generate andsustain increased revenue and manage our costs to achieve profitability. Even if we do, we may not be able become or increase our profitability.

Ourability to generate profit depends on our ability to strengthen and expand our brand, continue to provide exciting products customerslove, expand sales and improve margins. We are aiming to achieve profitability in the next two years, and between now and then we planto efficiently invest in the business to bring it to scale by:

•        enhancingour products with new designs, functionality, and technology to widen our appeal and delight customers in a wide variety of demographicgroups; and,

•        investingin our product development, supply chain and sales and marketing capabilities to leverage external resources as efficiently as possibleto ensure that smart glasses are affordable for the majority of the world’s population who need them.

However,we may not succeed in any of the foregoing, and the planned investments may not result in profitability.

Thereports of our independent registered public accounting firm for the fiscal years ended December 31, 2019 and 2020 contain an explanatoryparagraph regarding substantial doubt about our ability to continue as a going concern.

Dueto the uncertainty of our ability to meet our current operating and capital expenses, in their report on our audited annual financialstatements as of and for the years ended December 31, 2019 and December 31, 2020, our independent auditors includedan explanatory paragraph regarding concerns about our ability to continue as a going concern. Substantial doubt about our ability to continueas a going concern may materially and adversely affect the price per share of our common stock and we may have a more difficult time obtainingfinancing. Further, the perception that we may be unable to continue as a going concern may impede our ability to raise additional fundsor operate our business due to concerns regarding our ability to discharge our contractual obligations.

Wehave limited experience in the smart eyewear space. If we are unable to manage our growth effectively, our brand “Lucyd”,and our financial performance may suffer, which may have a material adverse effect on our business, financial condition, and operatingresults.

Thesmart eyewear industry is newly emerging. Whilst our directors have more than 80 years of combined experience in the eyewear industry,the smart eyewear market presents numerous new challenges. To effectively manage these challenges and continue to grow, we must continueto invest in the design of new frames and technology, expand our product line and effectively integrate several new technologies intoeyewear. Achieving this could strain our existing resources, and we could experience ongoing operating difficulties in managing our businessand bringing it to scale. Failure to scale could harm our competitive position and future success, including our ability to retain andrecruit personnel and to effectively execute our corporate objectives.

Ourability to generate net revenue will depend upon many factors, some of which we may have no control over.

Theindustry for stylish, affordable smart glasses, is rapidly evolving and may not develop as we expect. Even if our net revenue continuesto increase, our net revenue growth rates may decline in the future as a result of a variety of factors, including macroeconomic factors,increased competition, and the maturation of our business. As a result, you should not rely on our net revenue growth rate for any priorperiod as an indication of our future performance. Overall growth of our net revenue will depend on a number of factors, including ourability to:

•        Increaseexogenous distribution of our products in optical stores, big box retailers, specialty retailers and through multiple ecommerce channels;

•        Priceour products so that we are able to attract new customers, and expand our relationships with existing customers;

•        Accuratelyforecast our net revenue and plan our operating expenses accordingly;

•        Successfullycompete with other companies that are currently in, or may in the future enter, the smart eyewear industry or the markets in which wecompete, and respond to developments from these competitors such as pricing changes and the introduction of new products and features,noting that most, if not all, of our competitors have stronger balance sheets and larger staffs to devote to their products;

•        Complywith existing and new laws and regulations applicable to our business;

•        Developnew product offerings, with services and features, including in response to new trends, competitive dynamics, or the needs of customers;

•        Successfullyidentify and acquire or invest in businesses, products, or technologies that we believe could complement or expand our business;

•        Avoidinterruptions or disruptions in our supply chain from natural disasters and political uncertainty;

•        Providecustomers with a high-quality experience and customer service and support that meets their needs;

•        Hire,integrate, and retain talented sales, customer experience, product design, and development and other personnel;

•        Effectivelymanage growth of our business, personnel, and operations;

•        Effectivelymanage our costs related to our business and operations; and,

•        Enhanceour reputation and the value of the Lucyd brand.

Becausewe have a limited history operating our business, it is difficult to evaluate our current business and future prospects, including ourability to plan for and model future growth. Our limited operating experience combined with the rapidly evolving nature of the marketin which we sell our products and services, substantial uncertainty concerning how these markets may develop, and other economic factorsbeyond our control, reduces our ability to accurately forecast quarterly or annual revenue. Failure to manage our future growth effectivelycould have an adverse effect on our business, financial condition, and operating results.

Wealso expect to continue to expend substantial financial and other resources to grow our business, and we may fail to allocate our resourcesin a manner that results in increased net revenue growth in our business. Additionally, we may encounter unforeseen operating expenses,difficulties, complications, delays, and other unknown factors that may result in losses in future periods. If our net revenue growthdoes not meet our expectations in future periods, our business, financial condition, and results of operations may be harmed, and we maynot achieve or sustain profitability in the future.

Increasesin component costs, shipping costs, long lead times, supply shortages, and supply changes could disrupt our supply chain and factors suchas wage rate increases and inflation can have a material adverse effect on our business, financial condition, and operating results.

Meetingcustomer demand partially depends on our ability to obtain timely and adequate delivery of components for our products and services. Allof the components that go into the manufacturing of our products and services are sourced from a limited number of third-partysuppliers predominantly in the U.S., and China. Our contract manufacturers purchase and provide many of these components on our behalf,including sun lenses, demo lenses, hinge and chip sets and other electronic components, and we do not have long-term arrangementswith most of our component suppliers. We are therefore subject to the risk of shortages and long lead times in the supply of these componentsand the risk that our suppliers discontinue or modify components used in our products. In addition, the lead times associated with certaincomponents are lengthy and may preclude rapid changes in design, quantities, and delivery schedules. Our ability to meet temporary unforeseenincreases in demand has been, and may in the future be, impacted by our reliance on the availability of components from these suppliers.We may in the future experience component shortages, and the predictability of the availability of these components may be limited, whichmay be heightened in light of the ongoing COVID-19 pandemic. In the event of a component shortage or supply interruptionfrom suppliers of these components, we may not be able to develop alternate sources in a timely manner. Developing alternate sources ofsupply for these components may be time-consuming, difficult, and costly, and we may not be able to source these componentson terms that are acceptable to us, or at all, which may undermine our ability to fill our orders in a timely manner. Any interruptionor delay in the supply of any of these parts or components, or the inability to obtain these parts or components from alternate sourcesat acceptable prices and within a reasonable amount of time, would harm our ability to timely ship our products to our customers.

Inaddition, substantially all of our components are shipped directly from our contract manufacturers to our warehouse facility in Miamior to a third party optical laboratory in the United States, where lenses are cut and mounted into frames. These laboratories processmost of the glasses ordered by our customers. Once processed at the laboratories, the finished products are then sorted and shipped usingthird-party carriers to our customers. Our eyeglasses are also shipped directly to our third-party distributioncenter in the United States for shipment directly to our customers and resellers. We depend in large part on the orderly operation ofthis distribution process, which depends, in turn, on adherence to shipping schedules and effective management of our optical laboratorynetwork and third-party distribution center. Increases in transportation costs (including increases in fuel costs), issueswith overseas shipments,

supplier-sidedelays, as well as reductions in the transportation capacity of carriers, labor strikes or shortages in the transportation industry, disruptionsto the national and international transportation infrastructure, and unexpected delivery interruptions or delays also have the potentialto derail our distribution process.

Moreover,volatile economic conditions may make it more likely that our suppliers and logistics providers may be unable to timely deliver supplies,or at all, and there is no guarantee that we will be able to timely locate alternative suppliers of comparable quality at an acceptableprice. In addition, international supply chains may be impacted by events outside of our control, including but not limited to the COVID-19pandemic, and limit our ability to procure timely delivery of supplies or finished goods and services. We face additional risks relatedto the manufacturing facility we contract with in China and suppliers in China, including port of entry risks such as longshoremen strikes,import restrictions, foreign government regulations, trade restrictions, customs, and duties.

Wesource components from suppliers located in China. Effective September 1, 2019, the U.S. government implemented a 15% tariffon specified products imported into the U.S. from China and effective February 14, 2020, the 15% tariff was reduced to 7.5%.In June 2020, the U.S. government granted a temporary exclusion for plastic and metal frames with a retroactive effective date of September1, 2019, and such exclusion expired in September 2020. Given the recent change in the U.S. presidential administration, there isuncertainty whether there will be, and the resulting impacts of, any changes to U.S. government trade policy. If we are unable to mitigatethe full impact of the enacted tariffs or if there is a further escalation of tariffs, costs on a significant portion of our productsmay increase further and our financial results may be negatively affected. While it is too early to predict how the current and futureChina tariffs will impact our business, our financial results may also be impacted by any resulting economic slowdown.

Theinability to fulfill, or any delays in processing, customer orders through third party optical laboratory optical laboratory could resultin the loss of customers, issuances of refunds or credits, and may also adversely affect our income and reputation. The success of ourretail and e-commerce sales depends on the timely receipt of products by our customers and any repeated, intermittent orlong-term disruption in, or failures of, the operations of our distribution center and/or optical laboratories could resultin lower sales and profitability, a loss of loyalty to our brands, and excess inventory.

Furthermore,increases in compensation, wage pressure, and other expenses for our employees, may adversely affect our profitability. Increases in minimumwages and other wage and hour regulations can exacerbate this risk. These cost increases may be the result of inflationary pressures whichcould further reduce our sales or profitability. Increases in other operating costs, may increase our cost of products sold or selling,general, and administrative expenses. Our competitive price model and pricing pressures in the optical retail industry may inhibit ourability to reflect these increased costs in the prices of our products, in which case such increased costs could have a material adverseeffect on our business, financial condition, and results of operations.

Wecurrently derive all of our revenue from sales of our glasses. A decline in sales of our eyewear would negatively affect our business,financial condition, and results of operations.

Wederive all of our revenue from the sale of one product line, our Lucyd Lyte smart eyewear. Our glasses are sold in highly competitivemarkets with limited barriers to entry. Introduction by competitors of comparable products at lower price points, a maturing product lifecycle,a decline in consumer spending, or other factors could result in a material decline in our revenue. Because we derive most of our revenuefrom the sale of our glasses, any material decline in sales of our glasses would have a material adverse impact on our business, financialcondition, and operating results.

Weface significant risks due to our dependency on foreign supply and manufacturing chains, geopolitical and economic changes, and changesin public perception about internationally sourced and manufactured products.

Sinceour component materials are sourced in China, our production may face additional risks such as, but not limited to: increased shippingcosts, imposition of additional import or trade restrictions, increased custom duties and tariffs, legal or economic restrictions on oursupplier and manufacturer’s ability to meet our needs, unforeseen delays in customs clearance of goods, transportation delays, issueswith ports of entry, new and adverse foreign government regulations, political instability, war, natural disasters, and overall economicuncertainty. Our overseas sourcing and manufacturing could also suffer due to health-related concerns surrounding infectiousdiseases, such the ongoing COVID-19 pandemic. Public opinion about internationally sourced and manufactured products couldbe changed by negative press, which could have an impact on our customers’ confidence and satisfaction, and could also have a negativeimpact on our public image and brand perception.

Ifwe fail to cost-effectively retain our existing customers or to acquire new customers, our business, financial condition, and resultsof operations would be harmed.

Thegrowth of our business is dependent upon our ability to continue to grow by cost-effectively retaining our existing customersand adding new customers. Although we believe that many customers originate from word-of-mouth and paid and non-paidreferrals, we expect to continue to expend resources and run marketing campaigns to acquire additional customers, all of which could impactour overall profitability. If we are not able to continue to expand our customer base, or fail to retain customers, our net revenue willgrow slower than expected or decline.

Thegrowth of our e-commerce channel is critical to our continued customer retention and growth. Historically, consumers havebeen slower to adopt online shopping for glasses than e-commerce offerings in other industries such as consumer electronicsand apparel. Improving upon the consumer in-store experience through an online platform is difficult due to broad consumerdemands on selection, quality, convenience, and affordability. Changing traditional optical retail habits is difficult, and if consumersand retailers do not embrace smart eyewear as we expect, our business and operations could be harmed.

Ourability to attract new customers and increase net revenue from existing customers also depends in large part on our ability to enhanceand improve our existing products and to introduce new products and services, in each case, in a timely manner. We also must be able toidentify and originate styles and trends as well as to anticipate and react to changing consumer demands in a timely manner. The successof new and/or enhanced products and services depends on several factors, including their timely introduction and completion, sufficientdemand, and cost-effectiveness. New products that we develop may not be well received and could negatively impact our financialperformance.

Ournumber of customers may decline materially or fluctuate as a result of many factors, including, among other things:

•        thequality, consumer appeal, price, and reliability of products and services offered by us;

•        intensecompetition in the optical retail industry by better financed participants;

•        negativepublicity related to our brand or brand influencers;

•        theimpact of the COVID-19 pandemic or a future outbreak of disease or similar public health concern;

•        customerdissatisfaction with changes we make to our products and services.

Inaddition, if we are unable to provide high-quality support to customers or help resolve issues in a timely and acceptablemanner, our ability to attract new customers and retain customers could be adversely affected. If our number of customers declines orfluctuates for any of these reasons among others, our business would suffer.

Ourprofitability and cash flows may be negatively affected if we are not successful in managing our inventory balances and inventory shrinkage.

Efficientinventory management is a key component of our business success and profitability. To be successful, we must maintain sufficient inventorylevels to meet our customers’ demands without allowing those levels to increase to such an extent that the costs to hold the goodsunduly impact our financial results. We must balance the need to maintain inventory levels that are sufficient to ensure competitive leadtimes against the risk of inventory obsolescence because of changing customer requirements, fluctuating commodity prices, changes to ourproducts, product transfers, or the life cycle of our products. If we fail to adequately forecast demand for any product, or fail to determinethe optimal product mix for production purposes, we may face production capacity issues in processing sufficient quantities of a givenproduct. If our buying and distribution decisions do not accurately predict customer trends or spending levels in general or if we inappropriatelyprice products, we may have to record potential write-downs relating to the value of obsolete or excess inventory. Conversely,if we underestimate future demand for a particular product or do not respond quickly enough to replenish our best performing products,we may have a shortfall in inventory of such products, likely leading to unfulfilled orders, reduced net revenue, and customer dissatisfaction.In addition, because we source components from suppliers located in China, our inventory management may be impacted by enactment or furtherescalation of tariffs, import restrictions, foreign government regulations, trade restrictions, customs, and duties.

Maintainingadequate inventory requires significant attention and monitoring of market trends, local markets, developments with suppliers, and ourdistribution network, and it is not certain that we will be effective in our inventory management.

Ifwe fail to maintain and enhance our brand, our ability to engage or expand our base of customers will be impaired, and our business, financialcondition, and results of operations may suffer.

Maintainingand enhancing our appeal and reputation as a stylish, innovative, and coveted brand is critical to attracting and expanding our relationshipswith customers. The successful promotion of our brand and the market’s awareness of our products and services will depend on a numberof factors, including our marketing efforts, ability to continue to develop our products and services, and ability to successfully differentiateour offerings from competitive offerings. We expect to invest substantial resources to promote and maintain our brand, but there is noguarantee that our brand development strategies will enhance the recognition of our brand or lead to increased sales. The strength ofour brand will depend largely on our ability to provide stylish, technologically enhanced products and quality services at competitiveprices. Brand promotion activities may not yield increased net revenue, and even if they do, the increased net revenue may not offsetthe expenses we incur in promoting and maintaining our brand and reputation. In order to protect our brand, we also plan to expend substantialresources to register and defend our trademarks and to prevent others from using the same or substantially similar marks. Despite theseefforts, we and Lucyd Ltd. may not always be successful in protecting the trademarks we license from Lucyd Ltd. Our trademarks may bediluted, and we may suffer harm to our reputation, or other harm to our brand. If our efforts to cost-effectively promoteand maintain our brand are not successful, our results of operations and our ability to attract and engage customers, partners, and employeesmay be adversely affected.

Unfavorablepublicity regarding our products, customer service, or privacy and security practices could also harm our reputation and diminish confidencein, and the use of, our products and services. In addition, negative publicity related to key brands that we have partnered with may damageour reputation, even if the publicity is not directly related to us. If we fail to maintain, protect, and enhance our brand successfullyor to maintain loyalty among customers, or if we incur substantial expenses in unsuccessful attempts to maintain, protect, and enhanceour brand, we may fail to attract or increase the engagement of customers, and our business, financial condition, and results of operationsmay suffer.

Werely heavily on our information technology systems, as well as those of our third-party vendors, business partners, and service providers,for our business to effectively operate and to safeguard confidential information; any significant failure, inadequacy, interruption,or data security incident could adversely affect our business, financial condition, and operations.

Werely heavily on our in-house information technology and enterprise resource planning systems for many functions across ouroperations, including managing our supply chain and inventory, processing customer transactions in our stores, allocating lens processingjobs to the appropriate laboratories, our financial accounting and reporting, compensating our employees, and operating our website, mobileapplications and in-store systems. Our ability to effectively manage our business and coordinate the manufacturing, sourcing,distribution, and sale of our products depends significantly on the reliability and capacity of these systems. We are critically dependenton the integrity, security, and consistent operations of these systems, which are highly reliant on the coordination of our internal businessand engineering teams. We also collect, process, and store sensitive and confidential information, including our proprietary businessinformation and that of our customers, employees, suppliers, and business partners. The secure processing, maintenance, and transmissionof this information is critical to our operations.

Oursystems may be subject to damage or interruption from power outages or damages, telecommunications problems, data corruption, softwareerrors, network failures, acts of war or terrorist attacks, fire, flood, global pandemics, and natural disasters; our existing safetysystems, data backup, access protection, user management, and information technology emergency planning may not be sufficient to preventdata loss or long-term network outages. In addition, we may have to upgrade our existing information technology systems orchoose to incorporate new technology systems from time to time in order for such systems to support the increasing needs of our expandingbusiness. Costs and potential problems and interruptions associated with the implementation of new or upgraded systems and technologyor with maintenance or adequate support of existing systems could disrupt or reduce the efficiency of our operations.

Oursystems and those of our third-party service providers and business partners may be vulnerable to security incidents, attacksby hackers, acts of vandalism, computer viruses, misplaced or lost data, human errors or other similar events. If unauthorized partiesgain access to our networks or databases, or those of our third-party service providers or business partners, they may beable to steal, publish, delete, use inappropriately, or modify our private and sensitive third-party information includingpersonal health information, credit card information, and personal identification information. In addition, employees may intentionallyor inadvertently cause data or security incidents that result in unauthorized release of personal or confidential information. Becausethe techniques used to circumvent security systems can be highly sophisticated, change frequently, are often not recognized until launchedagainst a target, and may originate from less regulated and remote areas around the world, we may be unable to proactively address allpossible techniques or implement adequate preventive measures for all situations.

Securityincidents compromising the confidentiality, integrity, and availability of this information and our systems could result from cyber-attacks,computer malware, viruses, social engineering (including spear phishing and ransomware attacks), credential stuffing, supply chain attacks,efforts by individuals or groups of hackers and sophisticated organizations, including state-sponsored organizations, errorsor malfeasance of our personnel, and security vulnerabilities in the software or systems on which we rely. We anticipate that these threatswill continue to grow in scope and complexity over time and such incidents have occurred in the past, and may occur in the future, resultingin unauthorized, unlawful, or inappropriate access to, inability to access, disclosure of, or loss of the sensitive, proprietary and confidentialinformation that we handle.

Wealso rely on a number of third-party service providers to operate our critical business systems, provide us with software,and process confidential and personal information, such as the payment processors that process customer credit card payments, which exposeus to security risks outside of our direct control and our ability to monitor these third-party service providers’data security is limited. These service providers could experience a security incident that compromises the confidentiality, integrity,or availability of the systems they operate for us or the information they process on our behalf. Cybercrime and hacking techniques areconstantly evolving, and we or our third-party service providers may be unable to anticipate attempted security breaches,react in a timely manner, or implement adequate preventative measures, particularly given the increasing use of hacking techniques designedto circumvent controls, avoid detection, and remove or obfuscate forensic artifacts. While we have taken measures designed to protectthe security of the confidential and personal information under our control, we cannot assure you that any security measures that we orour third-party service providers have implemented will be effective against current or future security threats. Moreover,we or our third-party service providers may be more vulnerable to such attacks in remote work environments, which have increasedin response to the COVID-19 pandemic.

Asecurity breach may also cause us to breach our contractual obligations. Our agreements with certain customers, business partners, orother stakeholders may require us to use industry-standard or reasonable measures to safeguard personal information. We alsomay be subject to laws that require us to use industry-standard or reasonable security measures to safeguard personal information.A security incident could lead to claims by our customers, business partners, or other relevant stakeholders that we have failed to complywith such legal or contractual obligations. In addition, our inability to comply with data privacy obligations in our contracts or ourinability to flow down such obligations to our vendors, collaborators, other contractors, or consultants may cause us to breach our contracts.As a result, we could be subject to legal action or our customers or business partners could end their relationships with us. There canbe no assurance that the limitations of liability in our contracts would be enforceable or adequate or would otherwise protect us fromliabilities or damages.

Inaddition, any such access, disclosure or other loss or unauthorized use of information or data, whether actual or perceived, could resultin legal claims or proceedings, regulatory investigations or actions, and other types of liability under laws that protect the privacyand security of personal information, including federal, state and foreign data protection and privacy regulations, violations of whichcould result in significant penalties and fines in the EU and United States. In addition, although we seek to detect and investigate alldata security incidents, security breaches, and other incidents of unauthorized access to our information technology systems and datacan be difficult to detect and any delay in identifying such breaches or incidents may lead to increased harm and legal exposure of thetype described above.

Thecost of investigating, mitigating, and responding to potential security breaches and complying with applicable breach notification obligationsto individuals, regulators, partners, and others can be significant. Further, defending a suit, regardless of its merit, could be costly,divert management attention, and harm our reputation. The successful

assertionof one or more large claims against us that exceed available insurance coverage, or the occurrence of changes in our insurance policies,including premium increases or the imposition of large deductible or co-insurance requirements, could adversely affect ourreputation, business, financial condition, revenues, results of operations, or cash flows. Any material disruption or slowdown of oursystems or those of our third-party service providers and business partners, could have a material adverse effect on ourbusiness, financial condition, and results of operations. Our risks are likely to increase as we continue to expand, grow our customerbase, and process, store, and transmit increasing amounts of proprietary and sensitive data.

Oure-commerce and multichannel channel business faces distinct risks, and our failure to successfully manage it could have a negative impacton our profitability.

Asan e-commerce and multichannel retailer, we encounter risks and difficulties frequently experienced by businesses with significantonline and in-store sales. The successful operation of our business as well as our ability to provide a positive shoppingexperience that will generate orders and drive subsequent visits depends on efficient and uninterrupted operation of our e-commerceorder-taking and fulfillment operations. If we are unable to allow real-time and accurate visibility to productavailability when customers are ready to purchase, quickly and efficiently fulfill our customers’ orders using the fulfillment andpayment methods they demand, provide a convenient and consistent experience for our customers regardless of the ultimate sales channel,or effectively manage our online sales, our ability to compete and our results of operations could be adversely affected. Risks associatedwith our e-commerce and multichannel business include:

•        uncertaintiesassociated with our websites, mobile applications and in-store virtual try-on kiosks including changes in requiredtechnology interfaces, website downtime and other technical failures, costs and technical issues as we upgrade our systems software, inadequatesystem capacity, computer viruses, human error, security breaches, legal claims related to our systems operations, and fulfillment;

•        ourpartnership with select third-party apps, through which we sell a portion of our products, are subject to changes in theirtechnology interfaces, website downtime and other technical failures, costs, and issues;

•        disruptionsin internet service or power outages;

•        relianceon third parties for computer hardware and software, as well as delivery of merchandise to our customers;

•        rapidtechnology changes;

•        creditor debit card fraud and other payment processing related issues;

•        cybersecurityand consumer privacy; and

•        naturaldisasters or adverse weather conditions.

Inaddition, we must keep up to date with competitive technology trends, including the use of new or improved technology, creative user interfaces,virtual and augmented reality, and other e-commerce marketing tools such as paid search and mobile application, among others,which may increase our costs and which may not increase sales or attract customers. Our competitors, most of whom have significantly greaterresources than we do, may also be able to benefit from changes in e-commerce technologies, which could harm our competitiveposition.

TheCOVID-19 pandemic has had, and may in the future continue to have, a material adverse impact on our business.

TheCOVID-19 pandemic and the travel restrictions, quarantines, other and related public health measures and actions taken bygovernments and the private sector have adversely affected global economies, financial markets, and the overall environment for our business,and the extent to which it may continue to impact our future results of operations and overall financial performance remains uncertain.The global macroeconomic effects of the pandemic, including the Delta variant and other new variants may persist for an indefinite periodof time, even after the initial waves of the pandemic have subsided.

COVID-19and related governmental reactions have had and may continue to have a negative impact on our financial condition, business, and resultsof operations due to the occurrence of some or all of the following events or circumstances, among others:

•        ourinability to manage our business effectively due to key employees becoming ill or being unable to travel to our third-partysuppliers’, contract manufacturers’, logistics providers’, and other business partners’ inability to operate worksitesat full capacity or at all, including manufacturing facilities and shipping and fulfillment centers, due to employee illness or reluctanceto appear at work, or “stay-at-home” regulations;

•        longerwait times and delayed responses to customer support inquiries and requests;

•        ourinability to meet consumer demand and delays in the delivery of our products to our customers, resulting in reputational harm and damagedcustomer relationships;

•        decreasein consumer discretionary spending;

•        inventoryshortages caused by a combination of increased demand that has been difficult to predict with accuracy, and longer lead-timesand component shortages in the manufacturing of our products, due to work restrictions related to COVID-19, shut-down,or disruption of international suppliers, import/export conditions such as port congestion, and local government orders;

•        interruptionsin manufacturing, receiving and making shipments of our products; and

•        disruptionsof the operations of our third-party suppliers, which could impact our ability to purchase components at efficient pricesand in sufficient amounts.

Thescope and duration of the pandemic, including the current resurgences as a result of the Delta variant in various regions in the UnitedStates and globally and other future resurgences, the pace at which government restrictions are lifted or whether additional actions maybe taken to contain the virus, the impact on our customers and suppliers, the speed and extent to which markets fully recover from thedisruptions caused by the pandemic, and the impact of these factors on our business, will depend on future developments that are highlyuncertain and cannot be predicted with confidence. It is possible that changes in economic conditions and steps taken by the federal governmentand the Federal Reserve in response to the COVID-19 pandemic could lead to higher inflation than we had anticipated, whichcould in turn lead to an increase in our costs of products and services and other operating expenses. In addition, to the extent COVID-19continues, it may adversely affect our operations, because people like to try on glasses in stores and in a pandemic, they may be lesslikely to do so.

Pleasesee “Results of Operations” for more details on the potential impact of the COVID-19 pandemic and associatedeconomic disruptions, and the actual operational and financial impacts that we have experienced to date.

Ifwe fail to adapt and respond effectively to rapidly changing technology, evolving industry standards and changing customer needs or requirements,our solutions may become less competitive.

Oursuccess depends on our customers’ willingness to adopt and use our products, as well as our ability to adapt and enhance our products.To attract new customers and increase revenue from existing customers, we need to continue to enhance and improve our products and tomeet customer needs at prices that customers are willing to pay. Such efforts will require adding new features, expanding related applicationsand responding to technological advancements, which will increase our research and development costs. If we are unable to develop solutionsthat address customers’ needs or enhance and improve our platform in a timely manner, we may not be able to increase or maintainmarket acceptance of our products. Further, we may make changes to our products that customers do not find useful. We may also face unexpectedproblems or challenges in connection with new applications or feature introductions.

Moreover,many competitors expend a considerably greater amount of funds on their research and development programs, and those that do not may beacquired by larger companies that would allocate greater resources to competitors’ research and development programs. If we failto compete effectively with the research and development programs of competitors, our business could be harmed. Our ability to grow isalso subject to the risk of future disruptive technologies. If new technologies emerge that are able to deliver smart eyewear productsat lower prices, more efficiently, more conveniently or more securely, such technologies could adversely affect our ability to compete.

Wedepend on highly skilled personnel to grow and operate our business, and if we are unable to hire, retain, and motivate our personnel,we may not be able to grow effectively.

Oursuccess and future growth depend largely upon the continued services of our management team, including our Chief Executive Officer HarrisonGross. From time to time, there may be changes in our executive management team resulting from the hiring or departure of our executives.Our executive officers are employed on an at-will basis, which means they may terminate their employment with us at any time.The loss of one or more of our executive officers, or the failure by our executive team to effectively work with our employees and leadour company, could harm our business. We do not maintain key person life insurance with respect to any member of management or other employee.

Inaddition, our future success will depend, in part, upon our continued ability to identify and hire skilled employees with the skills andtechnical knowledge that we require, including software design and programming, eyewear design, marketing, merchandising, operations,and other key management skills and knowledge. Such efforts will require significant time, expense, and attention as there is intensecompetition for such individuals.

Certaintechnological advances, greater availability of, or increased consumer preferences for, vision correction alternatives to prescriptioneyeglasses or contact lenses, and future drug development for the correction of vision-relatedproblems may reduce the demand for our products and adversely impact our business and profitability.

Technologicaladvances in vision care, including the development of new or improved products, as well as future drug development for the correctionof vision-related problems, could significantly change how vision care may be conducted and make our existing products lessattractive or even obsolete. The greater availability and acceptance, or reductions in the cost, of vision correction alternatives toprescription eyeglasses and contact lenses, such as corneal refractive surgery procedures, including radial keratotomy, photorefractivekeratotomy, or PRK, and LASIK, may reduce the demand for our products, lower our sales, and thereby adversely impact our business andprofitability.

Wecould be adversely affected by product liability, product recall or personal injury issues.

Wecould be adversely impacted by the supply of defective products, including the infiltration of counterfeit products into the supply chainor product mishandling issues. Product liability or personal injury claims may be asserted against us with respect to any of the productswe sell or services we provide.

Ifthe products that we sell, including those that we process, package, or label, are defective or otherwise result in product liabilityor personal injury claims against us, our business could be adversely affected and we could be subject to adverse regulatory action. Ifour products or services do not meet applicable governmental safety standards or our customers’ expectations regarding quality orsafety, we could experience lost sales and increased costs, be exposed to legal and reputational risk, and face fines or penalties whichcould materially adversely affect our financial results.

Refunds,cancellations, and warranty claims could harm our business.

Weallow our customers to return our products, subject to our refund policy, which allows any customer to return our products for any reasonwithin the first 7 days of their purchase and receive a full refund. At the time of sale, we establish a reserve for returns, based onhistorical experience and expected future returns, which is recorded as a reduction of sales. If we experience a substantial increasein refunds, our cancellation reserve levels might not be sufficient and our business, financial condition, and results of operations couldbe harmed.

Weexpect a number of factors to cause our results of operations and operating cash flows to fluctuate on a quarterly and annual basis, whichmay make it difficult to predict our future performance.

Ourresults of operations could vary significantly from quarter to quarter and year to year because of a variety of factors, many of whichare outside of our control. As a result, comparing our results of operations on a period-to-period basis may not be meaningful.In addition to other risk factors discussed in this section, factors that may contribute to the variability of our quarterly and annualresults include:

•        ourability to accurately forecast and achieve net revenues and appropriately plan our expenses;

•        changesto financial accounting standards and the interpretation of those standards, which may affect the way we recognize and report our financialresults;

•        theeffectiveness of our internal controls;

•        theearly-stage nature of our business and the need to scale our operations and,

•        theimpact of the COVID-19 pandemic on our business.

Theimpact of one or more of the foregoing and other factors may cause our results of operations to vary significantly. As such, quarter-to-quarterand year-over-year comparisons of our results of operations may not be meaningful and should not be relied upon as an indicationof future performance.

Wemay require additional capital to support the growth of our business, and this capital might not be available on acceptable terms, ifat all.

Wehave funded our operations since inception primarily through net proceeds from the sale of convertible loan notes and common stock salesthrough two registered crowdfunds and cash flows generated from operating activities. We cannot be certain when, or if, our operationswill generate sufficient cash to fully fund our ongoing operations or the growth of our business. We intend to continue to make investmentsto support the development of our products and services and will require additional funds for such development. We may need additionalfunding for marketing expenses and to develop and expand sales resources, develop new products and improve existing products with newfeatures or enhance our products and services with new technology, improve our operating infrastructure, or acquire complementary businessesand technologies. Accordingly, we might need or may want to engage in future equity or debt financings to secure additional funds. Additionalfinancing may not be available on terms favorable to us, if at all. If adequate funds are not available on acceptable terms, we may beunable to invest in future growth opportunities, which could harm our business, financial condition, and results of operations. In particular,the ongoing COVID-19 pandemic has caused disruption in the credit and financial markets in the United States and worldwide,which may reduce our ability to access capital and negatively affect our liquidity in the future. If we are unable to obtain adequatefinancing or financing on terms satisfactory to us, our ability to develop our products and services, support our business growth, andrespond to business challenges could be significantly impaired, and our business may be adversely affected.

Ifwe incur additional debt, the debt holders would have rights senior to holders of common stock to make claims on our assets, and the termsof any additional debt could include restrictive covenants that restrict our operations, including our ability to pay dividends on ourcommon stock. Furthermore, if we issue additional equity securities, stockholders will experience dilution, and the new equity securitiescould have rights senior to those of our common stock. Because our decision to issue securities in the future will depend on numerousconsiderations, including factors beyond our control, we cannot predict or estimate the amount, timing, or nature of any future issuancesof debt or equity securities. As a result, our stockholders bear the risk of future issuances of debt or equity securities reducing thevalue of our common stock and diluting their interests.

Theoccurrence of any of these foregoing risks could adversely affect our business, financial condition, and results of operations and exposeus to unknown risks or liabilities.

Eyeglassesare regulated as medical devices by the FDA, and our failure, or the failure of any third-party manufacturer or optical laboratory, toobtain and maintain the necessary marketing authorizations for our products could have a material adverse effect on our business.

Weare a FDA registered eyewear importer and we also engage in certain manufacturing, packaging, shipping and labeling activities that subjectus to direct oversight by the FDA under the FDCA and its implementing regulations. The FDA regulates, among other things, with respectto medical devices: design, development and manufacturing, testing, labeling, content, and language of instructions for use and storage;clinical trials; product safety; establishment registration and device listing; marketing, sales and distribution; premarket clearance,classification and approval; recordkeeping procedures; advertising and promotion; recalls and field safety corrective actions; post marketsurveillance, including reporting of deaths or serious injuries and malfunctions that, if they were to recur, could lead to death or seriousinjury; post-market approval studies; and product import and export. The regulations to which we are subject are complexand have tended to become more stringent over time. Regulatory changes could result in restrictions on our ability to carry on or expandour operations, higher than anticipated costs, or lower than anticipated sales. The FDA enforces its regulatory requirements through,among other means, periodic unannounced inspections. Failure to comply with applicable regulations could jeopardize our or our contractmanufacturers’ ability to manufacture and

sellour products and result in FDA enforcement actions such as: warning letters; fines; injunctions; civil penalties; termination of distribution;recalls or seizures of products; delays in the introduction of products into the market; total or partial suspension of production; refusalto grant future clearances or approvals; withdrawals or suspensions of clearances or approvals, resulting in prohibitions on sales ofour products; and in the most serious cases, criminal penalties.

Weare subject to rapidly changing and increasingly stringent laws, regulations, contractual obligations, and industry standards relatingto privacy, data security, and data protection. The restrictions and costs imposed by these laws and other obligations, or our actualor perceived failure to comply with them, could subject us to liabilities that adversely affect our business, operations, and financialperformance.

Wecollect, process, store, and use a wide variety of data from current and prospective customers, including personal information, such ashome addresses and geolocation, and health information related to their ophthalmic prescriptions. These activities are regulated by avariety of federal, state, local, and foreign privacy, data security, and data protection laws and regulations, which have become increasinglystringent in recent years.

Domesticprivacy and data security laws are complex and changing rapidly. Many states have enacted laws regulating the online collection, use,and disclosure of personal information and requiring that companies implement reasonable data security measures. Laws in all states andU.S. territories also require businesses to notify affected individuals, governmental entities, and/or credit reporting agencies of certainsecurity incidents affecting personal information. These laws are not consistent, and compliance with them in the event of a widespreaddata breach is complex and costly.

Further,the California Consumer Privacy Act (CCPA) took effect on January 1, 2020. The CCPA gives California residents expanded rightsrelated to their personal information, including the right to access and delete their personal information, and receive detailed informationabout how their personal information is used and shared. The CCPA also created restrictions on “sales” of personal informationthat allow California residents to opt-out of certain sharing of their personal information and may restrict the use of cookiesand similar technologies for advertising purposes. Our e-commerce platform, including our websites and mobile applications,rely on these technologies and could be adversely affected by the CCPA’s restrictions. The CCPA prohibits discrimination againstindividuals who exercise their privacy rights, provides for civil penalties for violations, and creates a private right of action fordata breaches that is expected to increase data breach litigation. Additionally, a new California ballot initiative, the California PrivacyRights Act, or CPRA, was recently passed in California. The CPRA will restrict use of certain categories of sensitive personal informationthat we handle; further restrict the use of cross-context behavioral advertising techniques on which our products may relyin the future; establish restrictions on the retention of personal information; expand the types of data breaches subject to the privateright of action; and establish the California Privacy Protection Agency to implement and enforce the new law, as well as impose administrativefines. The majority of the CPRA’s provisions will go into effect on January 1, 2023, and additional compliance investmentand potential business process changes will likely be required. Similar laws have been proposed in other states and at the federal level,reflecting a trend toward more stringent privacy legislation in the United States. Compliance with such laws could be difficult and costlyto achieve and we could be subject to fines and penalties in the event of non-compliance.

Additionally,we are subject to certain health information privacy and security laws as a result of the health information that we receive in connectionwith our products and services. These laws and regulations include not be adequate to indemnify us for the full extent of our potentialliabilities.

Ourbusiness could be adversely impacted by changes in the internet and mobile device accessibility of users. Companies and governmental agenciesmay restrict access to our products and services, our mobile applications, website, application stores, or the internet generally, whichcould negatively impact our operations.

Ourbusiness depends on customers accessing our products and services via a mobile device or a personal computer, and the internet. We mayoperate in jurisdictions that provide limited internet connectivity. Internet access and access to a mobile device or personal computerare frequently provided by companies with significant market power that could take actions that degrade, disrupt, or increase the costof consumers’ ability to access our products and services. In addition, the internet infrastructure that we and our customers relyon in any particular geographic area may be

unableto support the demands placed upon it and could interfere with the speed and availability of our products and services. Any such failurein internet or mobile device or computer accessibility, even for a short period of time, could adversely affect our results of operations.

Governmentalagencies in any of the countries in which we or our customers are located could block access to or require a license for our mobile applications,website, or the internet generally for a number of reasons, including security, confidentiality, or regulatory concerns. In addition,companies may adopt policies that prohibit their employees from using our products and services. If companies or governmental entitiesblock, limit, or otherwise restrict customers from accessing our products and services, our business could be negatively impacted, thenumber of customers could decline or grow more slowly, and our results of operations could be adversely affected.

Wecould incur significant liabilities related to, and significant costs in complying with, environmental, health, and safety laws and regulations.

Ouroperations are subject to various national, state, and local environmental, health, and safety laws and regulations that govern, amongother things, the health and safety of our employees and the end-users of our products and the materials used in, and therecycling of, our products and their packaging. Non-compliance with, or liability related to, these laws and regulations,which tend to become more stringent over time, could result in substantial fines or penalties, injunctive relief, civil, or criminal sanctions,and could expose us to costs of investigation or remediation, as well as tort claims for property damage or personal injury.

Inaddition, a number of governmental authorities, both in the United States and abroad, have considered, and are expected to consider, legislationaimed at reducing the amount of plastic non-recyclable waste. Programs have included banning certain types of products, mandatingcertain rates of recycling and/or the use of recycled materials, imposing deposits or taxes on single-use plastic bags, paperbags, reusable bags, and packaging materials. Such legislation, as well as voluntary initiatives, aimed at reducing the level of plasticwastes could result in increased cost of packaging for our products or otherwise require us to alter our current packaging and baggingpractices. Additional regulatory efforts addressing other environmental or safety concerns in the future could similarly impact our business,financial condition, and results of operations.

Fromtime to time, we may be subject to legal proceedings, regulatory disputes, and governmental inquiries that could cause us to incur significantexpenses, divert our management’s attention, and materially harm our business, financial condition, and operating results.

Fromtime to time, we may be subject to claims, lawsuits, government investigations, and other proceedings involving products liability, competitionand antitrust, intellectual property, privacy, false advertising, consumer protection, securities, tax, labor and employment, commercialdisputes, and other matters that could adversely affect our business operations and financial condition. As we grow, we may see a risein the number and significance of these disputes and inquiries. Litigation and regulatory proceedings may be protracted and expensive,and the results are difficult to predict. Certain of these matters include speculative claims for substantial or indeterminate amountsof damages and include claims for injunctive relief. Additionally, our litigation costs could be significant. Adverse outcomes with respectto litigation or any of these legal proceedings may result in significant settlement costs or judgments, penalties and fines, or requireus to modify our products or services, all of which could negatively affect our revenue growth. The results of litigation, investigations,claims, and regulatory proceedings cannot be predicted with certainty, and determining reserves for pending litigation and other legaland regulatory matters requires significant judgment. There can be no assurance that our expectations will prove correct, and even ifthese matters are resolved in our favor or without significant cash settlements, these matters, and the time and resources necessary tolitigate or resolve them, could harm our business, financial condition, and results of operations.

RisksRelated to Intellectual Property

Welicense our technology from Lucyd Ltd., the majority stockholder of the Company, and our inability to maintain this license could materiallyaffect our business, financial condition, and operating results.

Allour current intellectual property is licensed from Lucyd Ltd., the majority stockholder of the Company, pursuant to a license agreementwe entered into with Lucyd Ltd. on April 1, 2020 (the “License Agreement”). Pursuant to the License Agreement,we acquired an exclusive, worldwide license that is royalty-free, fully paid up, and perpetual

licensefor the exclusive use of certain assets of Lucyd Ltd. related to Innovative Eyewear current products and trademarks. There can be no assurancethat the license will not be terminated by Lucyd Ltd. and if we are unable to continue to license the technology (because of, for example,intellectual property infringement claims brought by third-parties against us or against Lucyd Ltd.) then our business, financialcondition and operating results would be adversely affected. If we are unable to continue the License Agreement, our ability to continuedeveloping, designing, manufacturing, distributing, and selling our products would be limited and may require us to stop selling our products.If the License Agreement is terminated for any reason, we may be forced to acquire or develop alternative technology, which we may beunable to do in a commercially feasible manner, if at all, and may require us to use alternative technology of lower quality or performancestandards. This could, in turn, limit, delay or disrupt our ability to offer new or competitive solutions and could also increase ourcosts, which could adversely affect our margins, market share, business, financial condition, and operating results. Please see “Business—MaterialAgreements” for a more complete description of the License Agreement.

Failureto adequately maintain and protect our intellectual property and proprietary rights could harm our brand, devalue our proprietary content,and adversely affect our ability to compete effectively.

Oursuccess depends to a significant degree on Lucyd Ltd.’s ability to obtain, maintain, protect, and enforce our licensed intellectualproperty rights, including those in our proprietary technologies, know-how, and brand. To protect our rights to our intellectualproperty, we rely on a combination of patent, trademark, copyright and trade secret laws, domain name registrations, confidentiality agreements,and other contractual arrangements with our employees, affiliates, clients, strategic partners, and others. However, the protective stepswe have taken and plan to take may be inadequate to deter misappropriation or other violation of or otherwise protect our intellectualproperty rights. We may be unable to detect the unauthorized use of, or take appropriate steps to enforce, our intellectual property rights.Effective patent, trademark, copyright, and trade secret protection may not be available to us or available in every jurisdiction in whichwe offer or intend to offer our services. Failure to adequately protect our intellectual property could harm our brand, devalue our proprietarytechnology and content, and adversely affect our ability to compete effectively. Further, even if we are successful, defending our intellectualproperty rights could result in the expenditure of significant financial and managerial resources, which could adversely affect our business,financial condition, and results of operations.

Ifwe fail to protect our intellectual property rights adequately, our competitors may gain access to our licensed intellectual propertyand proprietary technology and develop and commercialize substantially identical offerings or technologies. Any patents, trademarks, copyrights,or other intellectual property rights that we have or may obtain may be challenged or circumvented by others or invalidated or held unenforceablethrough administrative process, including re-examination, inter partes review,interference and derivation proceedings, and equivalent proceedings in foreign jurisdictions (e.g., opposition proceedings), or litigation.There can be no assurance that our patent applications will result in issued patents and we may be unable to obtain or maintain patentprotection for our technology. In addition, any patents issued from pending or future patent applications or licensed to us in the futuremay not provide us with claims sufficiently broad to provide meaningful competitive advantages or may be successfully challenged by thirdparties. There is also no guarantee that our pending trademark applications for any mark will proceed to registration; our pending applicationsmay be opposed by a third party prior to registration; and even those trademarks that are registered could be challenged by a third party,including by way of revocation or invalidity actions. For example, we have registrations in a number of foreign countries in which weare not currently offering goods or services, and those registrations could be subject to invalidation proceedings if we cannot demonstrateuse of the marks by the applicable use deadlines in those countries. In addition, because patent applications in the United States arecurrently maintained in secrecy for a period of time prior to issuance, and patent applications in certain other countries generally arenot published until more than 18 months after they are first filed, and because publication of discoveries in scientificor patent literature often lags behind actual discoveries, we cannot be certain that we were the first creator of inventions covered byour pending patent applications or that we were the first to file patent applications on such inventions. To maintain a proprietary marketposition in foreign countries, we may seek to protect some of our proprietary inventions through foreign counterpart patent applications.Statutory differences in patentable subject matter may limit the protection we can obtain on some of our inventions outside of the UnitedStates. The diversity of patent laws may make our expenses associated with the development and maintenance of intellectual property inforeign jurisdictions more expensive than we anticipate. We probably will not be able to obtain the same patent protection in every marketin which we may otherwise be able to potentially generate revenue. Further, the laws of some foreign countries may not be as protectiveof intellectual property rights as those in the United States, and mechanisms for enforcement

ofintellectual property rights may be inadequate. Moreover, policing unauthorized use of our technologies, trade secrets, and intellectualproperty may be difficult, expensive, and time-consuming. Despite our precautions, it may be possible for unauthorized thirdparties to copy our offerings and capabilities and use information that we regard as proprietary to create offerings that compete withours. Third parties may apply to register our trademarks or other trademarks similar to our trademarks in jurisdictions before us, therebycreating risks relating to our ability to use and register our trademarks in those jurisdictions. In addition, there could be potentialtrade name or trademark ownership or infringement claims brought by owners of other rights, including registered trademarks, in our marksor marks similar to ours. Any claims of infringement, brand dilution, or consumer confusion related to our brand (including our trademarks)or any failure to renew key license agreements on acceptable terms could damage our reputation and brand identity and substantially harmour business and results of operations. The value of our intellectual property could diminish if others assert rights in or ownershipof our trademarks and other intellectual property rights, or trademarks that are similar to our trademarks. We may be unable to successfullyresolve these types of conflicts to our satisfaction. In some cases, litigation or other actions may be necessary to protect or enforceour trademarks and other intellectual property rights.

Wegenerally enter into confidentiality and invention assignment agreements with our employees and consultants, as well as confidentialityagreements with other third parties, including suppliers and other partners. However, we cannot guarantee that we have entered into suchagreements with each party that has or may have had access to our proprietary information, know-how, and trade secrets. Moreover,no assurance can be given that these agreements will be effective in controlling access to our proprietary information or the distribution,use, misuse, misappropriation, reverse engineering, or disclosure of our proprietary information, know-how, and trade secrets.Further, these agreements may not prevent our competitors from independently developing technologies that are substantially equivalentor superior to our offerings and capabilities. These agreements may be breached, and we may not have adequate remedies for any such breach.

Wemay be required to spend significant resources to monitor and protect our intellectual property rights. Litigation may be necessary inthe future to enforce our intellectual property rights and to protect our trade secrets. Litigation brought to protect and enforce ourintellectual property rights could be costly, time-consuming, and distracting to management, and could result in the impairmentor loss of portions of our intellectual property rights. Further, our efforts to enforce our intellectual property rights may be met withdefenses, counterclaims, and countersuits attacking the validity and enforceability of our intellectual property rights, and if such defenses,counterclaims, or countersuits are successful, we could lose valuable intellectual property rights. Further, any changes in law or interpretationof any such laws, particularly intellectual property laws, may impact our ability to protect, register, or enforce our intellectual propertyrights. Our inability to protect our proprietary technology against unauthorized copying or use, as well as any costly litigation or diversionof our management’s attention and resources, could delay further sales or the implementation of our offerings and capabilities,impair the functionality of our offerings and capabilities, delay introductions of new offerings, result in our substituting inferioror more costly technologies into our offerings, or injure our reputation.

Domainnames generally are regulated by internet regulatory bodies, and the regulation of domain names is subject to change. Regulatory bodieshave and may continue to establish additional top-level domains, appoint additional domain name registrars, or modify therequirements for holding domain names. We may not be able to, or it may not be cost-effective to, acquire or maintain alldomain names that utilize the name “Lucyd Ltd.” or “Innovative Eyewear” in all of the countries in which we currentlyconduct or intend to conduct business. If we lose the ability to use a domain name, we could incur significant additional expenses tomarket our products within that country, including the development of new branding. This could substantially harm our business, resultsof operations, financial condition and prospects.

Wemay incur costs to defend against, face liability or for being vulnerable to intellectual property infringement claims brought againstus by others.

Thirdparties may assert claims against us alleging that we infringe upon, misappropriate, dilute or otherwise violate their intellectual propertyrights, particularly as we expand our business and the number of products we offer. These risks have been amplified by the increase inthird parties whose sole or primary business is to assert such claims. We may be particularly vulnerable to such claims, as companieshaving a substantial online presence are frequently subject to litigation based on allegations of infringement or other violations ofintellectual property rights. As we gain an increasingly high public profile, the possibility of intellectual property rights claims againstus grows. Our competitors and others may now and in the future have significantly larger and more mature patent portfolios than us.

Werely on contracts and releases for ownership of copyrighted materials and the right to use images of individuals on our webpage and marketingmaterial, and we may be subject to claims that we did not properly obtain rights, consent, a release, or permission to use certain contentor imagery. Many potential litigants have the ability to dedicate substantial resources to the assertion of their intellectual propertyrights. Any claim of infringement by a third party, even those without merit, could cause us to incur substantial costs defending againstthe claim, could distract our management from our business, could require us to cease use of such intellectual property, and could createongoing obligations if we are subject to agreements or injunctions (stipulated or imposed) preventing us from engaging in certain acts.Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, we risk compromisingour confidential information during this type of litigation. Our defense of any claim, regardless of its merit, could be expensive andtime consuming and could divert management resources. We cannot predict the outcome of lawsuits and cannot ensure that the results ofany such actions will not have an adverse effect on our business, financial condition, or results of operations. Successful infringementclaims against us could result in significant monetary liability or prevent us from selling some of our products. In addition, resolutionof claims may require us to redesign or rebrand our products, license rights from third parties on potentially unfavorable terms, ceaseusing certain brand names or other intellectual property rights altogether, make substantial payments for royalty or license fees, legalfees, settlement payments or other costs or damages, or admit liability. Such outcomes could encourage others to bring claims againstus. To the extent we seek a license to continue offerings or operations found or alleged to infringe third-party intellectualproperty rights, such a license may be non-exclusive, and therefore our competitors may have access to the same technologylicensed to us. In the event we are required to develop alternative, non-infringing technology, this could require significanttime (during which we would be unable to continue to offer our affected offerings), effort and expense, and may ultimately not be successful.Any of these events could harm our business and cause our results of operations, liquidity, and financial condition to suffer.

RisksRelated to Our Dependence on Third Parties

Weface risks associated with suppliers from whom our products are sourced and are dependent on a limited number of suppliers.

Wepurchase all of the inputs for our products, including eyeglass frames, temples with electronics embedded within them, prescription lenses,sun lenses, demo lenses, hinges, packaging materials and other components, parts, and raw materials, directly or indirectly from domesticand international suppliers. For our business to be successful, our suppliers must be willing and able to provide us with inputs in substantialquantities, in compliance with regulatory requirements, at acceptable costs and on a timely basis. Our ability to obtain a sufficientselection or volume of inputs on a timely basis at competitive prices could suffer as a result of any deterioration or change in our supplierrelationships or events that adversely affect our suppliers.

Wetypically do not enter into long-term contracts with our suppliers and, as such, we operate without significant contractualassurances of continued supply, pricing or access to inputs. Any of our suppliers could discontinue supplying us with desired inputs insufficient quantities or offer us less favorable terms on future transactions for a variety of reasons. The benefits we currently experiencefrom our suppliers relationships could be adversely affected if our suppliers:

•        discontinueselling products to us;

•        raisetheir prices;

•        increaselead times for products and/or key components

Wealso source inputs directly from suppliers outside of the United States, including China. Global sourcing and foreign trade involve numerousfactors and uncertainties beyond our control including increased shipping costs, the imposition of additional import or trade restrictions,including legal or economic restrictions on overseas suppliers’ ability to produce and deliver inputs, increased custom duties andtariffs, unforeseen delays in customs clearance of goods, more restrictive quotas, loss of a most favored nation trading status, currencyexchange rates, transportation delays, port of entry issues and foreign government regulations, political instability, and economic uncertaintiesin the countries from which we or our suppliers source our products.

Additionally,sourcing could be impacted by current and future travel restrictions and/or the shut-down of certain businesses globallydue to the COVID-19 pandemic.

Werely on a limited number of contract manufacturers and logistics partners for our products. A loss of any of these partners could negativelyaffect our business.

Werely on a limited number of third-party suppliers and contract manufacturers for the components that go into the manufacturingof our products. In particular, our frames are provided by a single supplier. We also assemble and fulfill glasses at a single third-partyoptical laboratory. Our reliance on a limited number of contract manufacturers and logistics partners for our products increases our risksof being unable to deliver our products in a timely and cost-effective manner. In the event of interruption from any of ourcontract manufacturers or our own fulfillment capabilities, we may not be able to increase capacity from other sources or develop alternateor secondary sources without incurring material additional costs and substantial delays.

Ourbusiness could be adversely affected if one or more of our manufacturers is impacted by a natural disaster, an epidemic such as the currentCOVID-19 outbreak, or other interruption at a particular location. In particular, the current COVID-19 outbreakhas caused, and will likely continue to cause, interruptions in the development, manufacturing (including the sourcing of key components),and shipment of our products, which could adversely impact our revenue, gross margins, and operating results.

Additionally,we do not own or operate a warehouse or a warehouse management company or system, and we currently rely on a single third-partywarehouse. Because a significant percentage of our products are stored in and shipped out of the single third-party warehouse,we face significant risks such as, but not limited to: our operations could be disrupted and our inventory could be destroyed by earthquakes,floods, fires or other natural disasters or other events outside of our control, or the control of our third-party warehouse.Our dependence on a single third-party warehouse also exposes us to the risk that the warehouse may experience operationaldisruptions due to security or computer viruses, software and hardware failure, power interruptions and other system failures. If we encounterproblems with our third-party warehouse, we may be unable to meet customer expectations, manage our inventory and fulfillmentcapacity, complete sales, fulfill orders in a timely fashion, and our ability to achieve objectives for operating efficiencies could beadversely affected, all of which could harm our reputation and our relationship with our customers.

Ourprojects could be hindered due to our dependence on third parties to complete many of our contracts.

Inthe current economic environment, third parties may find it difficult to obtain sufficient financing to help fund their operations. Theinability to obtain financing could adversely affect a third party’s ability to provide materials, equipment or services which couldhave a material adverse impact on our business, financial condition, and results of operations. In addition, a failure by a third partysubcontractor, supplier or manufacturer to comply with applicable laws, regulations or client requirements could negatively impact ourbusiness and, for government clients, could result in fines, penalties, suspension or even debarment being imposed on us, which couldhave a material adverse impact on our business, financial condition, and results of operations.

Wedepend on search engines, social media platforms, digital application stores, content-based online advertising, and other online sourcesto attract consumers to and promote our website and our mobile applications, which may be affected by third-party interference beyondour control and as we grow our customer acquisition costs may continue to rise.

Oursuccess depends in part on our ability to attract consumers to our website, mobile applications, and retail partners to convert them intocustomers in a cost-effective manner. We depend, in large part, on search engines, social media platforms, digital applicationstores, content-based online advertising, and other online sources for traffic to our website, mobile applications, and selectapplication partners.

Withrespect to search engines, we are included in search results as a result of both paid search listings, where we purchase specific searchterms that result in the inclusion of our advertisement, and free search listings, which depend on algorithms used by search engines.For paid search listings, if one or more of the search engines or other online sources on which we rely for purchased listings modifiesor terminates its relationship with us, our expenses could rise, we could lose consumers and traffic to our website could decrease, anyof which could have a material adverse effect on our business, financial condition, and results of operations.

Weplan to rely primarily on third-party insurance policies to insure our operations-related risks. If our insurance coverage is insufficientfor the needs of our business or our insurance providers are unable to meet their obligations, we may not be able to mitigate the risksfacing our business, which could adversely affect our business, financial condition, and results of operations.

Weprocure third-party insurance policies or plan to procure policies to cover various operations-related risksincluding employment practices liability, workers’ compensation, property and business interruptions, cybersecurity and data breaches,crime, directors’ and officers’ liability, and general business liabilities. We rely on a limited number of insurance providers,and should such providers discontinue or increase the cost of coverage, we cannot guarantee that we would be able to secure replacementcoverage on reasonable terms or at all. If our insurance carriers change the terms of our policies in a manner not favorable to us, ourinsurance costs could increase. Further, if the insurance coverage we maintain is not adequate to cover losses that occur, or if we arerequired to purchase additional insurance for other aspects of our business, we could be liable for significant additional costs. Additionally,if any of our insurance providers becomes insolvent, it would be unable to pay any operations-related claims that we make.

GeneralRisk Factors

Failureto establish and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverseeffect on our business and stock price.

Weare not currently required to comply with the rules of the SEC implementing Section 404 of the Sarbanes-Oxley Act and thereforeare not required to make a formal assessment of the effectiveness of our internal control over financial reporting for that purpose. Uponbecoming a publicly traded company, we will be required to comply with the SEC’s rules implementing Sections 302 and 404 of theSarbanes-Oxley Act, which will require management to certify financial and other information in our quarterly and annualreports and provide an annual management report on the effectiveness of controls over financial reporting. Though we will be requiredto disclose changes made in our internal controls and procedures on a quarterly basis, we will not be required to make our first annualassessment of our internal control over financial reporting pursuant to Section 404 until the year following our first annual report requiredto be filed with the SEC. As an “emerging growth company,” as defined in the JOBS Act, we may take advantage of certain temporaryexemptions from various reporting requirements, including, but not limited to, not being required to comply with the auditor attestationrequirements of Section 404 of the Sarbanes Oxley Act (and the rules and regulations of the Securities and Exchange Commission thereunder).Once we no longer qualify as an “emerging growth company” under the JOBS Act and lose the ability to rely on the exemptionsrelated thereto discussed above and depending on our status as per Rule 12b-2 of the Securities Exchange Act of 1934, asamended, our independent registered public accounting firm may also need to attest to the effectiveness of our internal control over financialreporting under Section 404.

Basedon the number of personnel available to serve the Company’s accounting function, management believes we are not able to adequatelysegregate responsibility over financial transaction processing and reporting. Further, the Company does not have a formal internal controlenvironment in place and operating effectively. As such, we have identified these issues as material weaknesses in our internal controlover financial reporting and we may identify additional material weaknesses in the future that may cause us to fail to meet our reportingobligations or result in material misstatements of our financial statements. If our remediation of such material weaknesses is not effective,or if we fail to develop and maintain an effective system of internal controls and internal control over financial reporting, our abilityto produce timely and accurate financial statements or comply with applicable laws and regulations could be materially and adversely affectedand the market price of our common stock could be negatively affected, which could require additional financial and management resources.

Changesin tax treatment of companies engaged in e-commerce may adversely affect the commercial use of our sites and our financial results.

Dueto the global nature of the Internet, it is possible that various states or foreign countries might attempt to impose additional or newregulation on our business or levy additional or new sales, income, or other taxes relating to our activities. Tax authorities at theinternational, federal, state, and local levels are currently reviewing the appropriate treatment of companies engaged in e-commerceand digital services. New or revised international, federal, state, or local tax regulations or court decisions may subject us or ourcustomers to additional sales, income and other taxes. For example, on June 21, 2018, the U.S. Supreme Court rendered a 5-4majority decision in South Dakota v. Wayfair Inc.,

17-494where the Court held, among other things, that a state may require an out-of-state seller with no physical presence in thestate to collect and remit sales taxes on goods the seller ships to consumers in the state, overturning existing court precedent. Othernew or revised taxes and, in particular, digital taxes, sales taxes, VAT, and similar taxes could increase the cost of doing businessonline and decrease the attractiveness of selling products over the Internet. New taxes and rulings could also create significant increasesin internal costs necessary to capture data and collect and remit taxes. Any of these events could have a material adverse effect on ourbusiness, financial condition, and operating results.

Anoverall decline in the health of the economy and other factors impacting consumer spending, such as recessionary conditions, governmentalinstability, inclement weather, and natural disasters, may affect consumer purchases, which could reduce demand for our products and harmour business, financial conditions, and results of operations.

Ourbusiness depends on consumer demand for our products and, consequently, is sensitive to a number of factors that influence consumer confidenceand spending, such as general economic conditions, consumer disposable income, energy and fuel prices, recession and fears of recession,unemployment, minimum wages, availability of consumer credit, consumer debt levels, conditions in the housing market, interest rates,tax rates and policies, inflation, consumer confidence in future economic conditions and political conditions, war and fears of war, inclementweather, natural disasters, terrorism, outbreak of viruses or widespread illness, and consumer perceptions of personal well-beingand security.

Weare an “emerging growth company,” and we cannot be certain if the reduced reporting and disclosure requirements applicableto emerging growth companies will make our common stock less attractive to investors.

Weare an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from reportingrequirements that are applicable to other public companies that are not “emerging growth companies,” including the auditorattestation requirements of Section 404, reduced disclosure obligations regarding executive compensation in our periodic reports and proxystatements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholderapproval of any golden parachute payments not previously approved. Pursuant to Section 107 of the JOBS Act, as an emerging growth company,we have elected to use the extended transition period for complying with new or revised accounting standards until those standards wouldotherwise apply to private companies. As a result, our financial statements may not be comparable to the financial statements of issuerswho are required to comply with the effective dates for new or revised accounting standards that are applicable to public companies, whichmay make our common stock less attractive to investors. In addition, if we cease to be an emerging growth company, we will no longer beable to use the extended transition period for complying with new or revised accounting standards.

Wewill remain an emerging growth company until the earliest of: (1) the last day of the fiscal year following the fifth anniversary of ourlisting; (2) the last day of the first fiscal year in which our annual gross revenue is $1.07 billion or more; (3) the dateon which we have, during the previous rolling three-year period, issued more than $1 billion in non-convertibledebt securities; and (4) the date on which we are deemed to be a “large accelerated filer” under the rules of the SEC.

Wecannot predict if investors will find our common stock less attractive if we choose to rely on these exemptions. For example, if we donot adopt a new or revised accounting standard, our future results of operations may not be comparable to the results of operations ofcertain other companies in our industry that adopted such standards. If some investors find our common stock less attractive as a result,there may be a less active trading market for our common stock, and our stock price may be more volatile.

Ifour estimates or judgments relating to our critical accounting policies prove to be incorrect, our results of operations could be adverselyaffected.

Thepreparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amountsreported in our financial statements and accompanying notes appearing elsewhere in this prospectus. We base our estimates on short durationhistorical experience and on various other assumptions that we believe to be reasonable under the circumstances, as provided in the sectiontitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policiesand Estimates.” The results

ofthese estimates form the basis for making judgments about the carrying values of assets, liabilities, and equity, and the amount of revenueand expenses. Significant estimates and judgments involve: revenue recognition, including revenue-related reserves; legalcontingencies; valuation of our common stock and equity awards; income taxes; and sales and indirect tax reserves. Our results of operationsmay be adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions, which could causeour results of operations to fall below the expectations of securities analysts and investors, resulting in a decline in the market priceof our common stock.

Ourcurrent insurance coverage may not be adequate, and we may not be able to obtain insurance at acceptable rates, or at all.

Wecurrently have General Liability and Product Liability policies covering our business. These policies may not provide sufficient coveragein the face of significant claims or multiple claims. Claims exceeding our insurance coverage could create significant increases in internalcosts. This even could have a material adverse effect on our business, financial condition, and operating results.

Wemay decide to pursue strategic acquisitions to accelerate our growth. These potential acquisitions may not be successful. We may not beable to successfully integrate future acquisitions or generate sufficient revenues from future acquisitions, which could cause our businessto suffer.

Ifwe buy a company or a division of a company, there can be no assurance that we will be able to profitably manage such business or successfullyintegrate such business without substantial costs, delays or other operational or financial problems. There can be no assurance that thebusinesses we acquire in the future will achieve anticipated revenues and earnings. Additionally:

•        thekey personnel of the acquired business may decide not to work for us;

•        changesin management at an acquired business may impair its relationships with employees and customers;

•        wemay be unable to maintain uniform standards, controls, procedures and policies among acquired businesses;

•        wemay be unable to successfully implement infrastructure, logistics and systems integration;

•        wemay be held liable for legal claims (including environmental claims) arising out of activities of the acquired businesses prior to ouracquisitions, some of which we may not have discovered during our due diligence, and we may not have indemnification claims availableto us or we may not be able to realize on any indemnification claims with respect to those legal claims;

•        wewill assume risks associated with deficiencies in the internal controls of acquired businesses;

•        wemay not be able to realize the cost savings or other financial benefits we anticipated; and

•        ourongoing business may be disrupted or receive insufficient management attention.

Futureacquisitions may require us to obtain additional equity or debt financing, which may not be available on attractive terms. Moreover, tothe extent an acquisition transaction financed by non-equity consideration results in additional goodwill, it will reduceour tangible net worth, which might have an adverse effect on our credit and bonding capacity.

RisksRelating to Our Securities and this Offering

Ourdirectors, executive officers and principal stockholders will continue to have substantial control over our company after this offering,which could limit your ability to influence the outcome of key transactions, including a change of control.

Uponcompletion of this offering, our executive officers, directors and principal stockholders and their affiliates will own               shares of our common stock, or approximately               % ofthe outstanding shares of our common stock, based on the number of shares outstanding as of the date of this prospectus and assuming thesale of                Units in this offering at an assumed initialpublic offering price of $               per Unit, which is themidpoint of the price range set forth on the cover page of this prospectus, and underwriters’ over-allotment option

isnot exercised. As a result, these stockholders will be able to exercise a significant level of control over all matters requiring stockholderapproval, including the election of directors and the approval of mergers, acquisitions or other extraordinary transactions. They mayalso have interests that differ from yours and may vote in a way with which you disagree and which may be adverse to your interests. Thisconcentration of ownership may have the effect of delaying, preventing or deterring a change of control of our company, could depriveour stockholders of an opportunity to receive a premium for their common stock as part of a sale of our company and might ultimately affectthe market price of our common stock.

Thereis no existing market for our securities and we do not know if one will develop to provide you with adequate liquidity. Even if a marketdoes develop following this offering, the prices in the market may not exceed the offering price.

Priorto this offering, there has not been a public market for our securities. We cannot assure you that an active trading market for our commonstock will develop following this offering, or if it does develop, it may not be maintained. You may not be able to sell your shares quicklyor at the market price if trading in our common stock is not active. There is no established trading market for any of the Warrants, andwe do not expect a market to develop. We do not intend to apply for a listing for any of the Warrants on any securities exchange or othernationally recognized trading system. Without an active trading system, the liquidity of the Warrants will be limited. The initial publicoffering price for the Units will be determined by negotiations between us and representatives of the underwriters and may not be indicativeof prices that will prevail in the trading market following the completion of this offering. Consequently, you may not be able to sellshares of our common stock or Warrants at prices equal to or greater than the price you pay in this offering.

Themarket price of our securitiesis likely to be highly volatile, and you could lose all or part of your investment.

Thetrading price of our common stock and Warrants is likely to be volatile. This volatility may prevent you from being able to sell yourshares of common stock or Warrants at or above the price you paid in this offering. The market price of our securities could be subjectto wide fluctuations in response to a variety of factors, which include:

•        actualor anticipated fluctuations in our quarterly or annual operating results;

•        publicationof research reports by securities analysts about us or our competitors or our industry;

•        thepublic’s reaction to our press releases, our other public announcements and our filings with the SEC;

•        ourfailure or the failure of our competitors to meet analysts’ projections or guidance that we or our competitors may give to the market;

•        additionsand departures of key personnel;

•        strategicdecisions by us or our competitors, such as acquisitions, divestitures, spin-offs, joint ventures, strategic investmentsor changes in business strategy;

•        thepassage of legislation or other regulatory developments affecting us or our industry;

•        speculationin the press or investment community;

•        changesin accounting principles;

•        terroristacts, acts of war or periods of widespread civil unrest;

•        naturaldisasters and other calamities; and

•        changesin general market and economic conditions.

Inaddition, the stock market has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate tothe operating performance of companies. Broad market and industry factors may negatively affect the market price of our common stock andWarrants, regardless of our actual operating performance. In the past, securities class action litigation has often been initiated againstcompanies following periods of volatility in their stock price. This type of litigation could result in substantial costs and divert ourmanagement’s attention and resources, and could also require us to make substantial payments to satisfy judgments or to settle litigation.

Ourtrading price and trading volume could decline if securities or industry analysts do not publish research about our business, or if theypublish unfavorable research.

Equityresearch analysts do not currently provide coverage of our common stock, and we cannot assure that any equity research analysts will adequatelyprovide research coverage of our common stock after the listing of our common stock on the NASDAQ. To the extent equity researchanalysts do provide research coverage of our common stock, we will not have any control over the content and opinions included in theirreports. The trading price of our common stock could decline if one or more equity research analysts downgrade our stock or publish otherunfavorable commentary or research. If one or more equity research analysts cease coverage of our company, or fail to regularly publishreports on us, the demand for our common stock could decrease, which in turn could cause our trading price or trading volume to decline.

Wedo not intend to pay dividends for the foreseeable future.

Wehave never declared or paid any cash dividends on our capital stock, and we do not intend to pay any cash dividends in the foreseeablefuture. We expect to retain future earnings, if any, to fund the development and growth of our business. Any future determination to paydividends on our capital stock will be at the discretion of our board of directors. Accordingly, you must rely on the sale of your commonstock after price appreciation, which may never occur, as the only way to realize any future gain on your investment.

Ourquarterly operating results may fluctuate significantly and could fall below the expectations of securities analysts and investors dueto the introduction of technologically more advanced products, seasonality and other factors, some of which are beyond our control, resultingin a decline in our stock price.

Ourquarterly operating results may fluctuate significantly because of several factors, including:

•        laboravailability and costs for hourly and management personnel;

•        changesin interest rates;

•        macroeconomicconditions, both nationally and locally;

•        changesin consumer preferences and competitive conditions;

•        expansionto new markets;

•        weatherconditions in the regions we operate;

•        increasesin infrastructure costs; and

•        fluctuationsin commodity prices.

Unanticipatedfluctuations in our quarterly operating results could result in a decline in our stock price.

Ourfailure to meet the continued listing requirements of NASDAQ could result in a de-listing of our common stock.

Ifafter listing we fail to satisfy the continued listing requirements of NASDAQ, such as the corporate governance requirements or the minimumclosing bid price requirement, NASDAQ may take steps to de-list our common stock. Such a de-listing would likelyhave a negative effect on the price of our common stock and would impair your ability to sell or purchase our common stock when you wishto do so. In the event of a de-listing, we would take actions to restore our compliance with NASDAQ’s listing requirements,but we can provide no assurance that any such action taken by us would allow our common stock to become listed again, stabilize the marketprice or improve the liquidity of our common stock, prevent our common stock from dropping below the NASDAQ minimum bid price requirementor prevent future non-compliance with NASDAQ’s listing requirements.

Ifour shares are delisted from NASDAQ and become subject to the penny stock rules, it would become more difficult to trade our shares.

TheSecurities and Exchange Commission (“SEC”) has adopted rules that regulate broker-dealer practices in connectionwith transactions in penny stocks. Penny stocks are generally equity securities with a price of less than

$5.00,other than securities registered on certain national securities exchanges or authorized for quotation on certain automated quotation systems,provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system.If we do not obtain or retain a listing on NASDAQ and if the price of our common stock is less than $5.00, our common stock will be deemeda penny stock. The penny stock rules require a broker-dealer, before a transaction in a penny stock not otherwise exemptfrom those rules, to deliver a standardized risk disclosure document containing specified information. In addition, the penny stock rulesrequire that before effecting any transaction in a penny stock not otherwise exempt from those rules, a broker-dealer mustmake a special written determination that the penny stock is a suitable investment for the purchaser and receive (i) the purchaser’swritten acknowledgment of the receipt of a risk disclosure statement; (ii) a written agreement to transactions involving penny stocks;and (iii) a signed and dated copy of a written suitability statement. These disclosure requirements may have the effect of reducing thetrading activity in the secondary market for our common stock, and therefore stockholders may have difficulty selling their shares.

Ourmanagement will have broad discretion in how we use the net proceeds of this offering and might not use them effectively.

Ourmanagement will have considerable discretion over the use of proceeds from this offering. You will not have the opportunity, as part ofyour investment decision, to assess whether the proceeds are being used in a manner which you may consider most appropriate. Our managementmight spend a portion or all of the net proceeds from this offering in ways that our stockholders do not desire or that might not yielda favorable return. The failure by our management to apply these funds effectively could harm our business. Furthermore, you will haveno direct say on how our management allocates the net proceeds of this offering. Until the net proceeds are used, they may be placed ininvestments that do not produce significant income or that may lose value.

Futuresales by our common stockmay adversely affect the marketprice of our securitiesand our ability to raise funds in new offerings.

Salesof our common stock in the public market following this offering or at the conclusion of any required lock-up periods couldlower the market price of our common stock and Warrants. Sales may also make it more difficult for us to sell equity securities or equity-relatedsecurities in the future at a time and price that our management deems acceptable or at all. Of the               shares of common stock outstanding as of               , no sharesare, or will be, freely tradable without restriction immediately after the consummation of this offering, but approximately               of these shares, representing shares not held by our “affiliates,” generally may be resold under SEC Rule 144 beginning 90days from the effectiveness of the registration statement of which this prospectus forms a part, subject to any lock-up agreementsentered into between such stockholder and Maxim Group LLC.

Additionally,we intend to register shares of common stock that are reserved for issuance under our 2021 Equity Incentive Plan. For more information,see the section entitled “Shares Eligible for Future Sale — Registration Statements on Form S-8.”

Salesof substantial amounts of our common stock in the public market after this offering, or the perception that such sales will occur, couldadversely affect the market price of our common stock and make it difficult for us to raise funds through securities offerings in thefuture. Of the shares to be outstanding after this offering, the shares offered by this prospectus will be eligible for immediate salein the public market without restriction by persons other than our affiliates.

TheWarrants offered by this prospectus may not haveany value.

TheWarrants offered by this prospectus will be exercisable for five years from the date of initial issuance at an initial exercise priceof $               per share. There can be no assurance that themarket for shares of our common stock will ever equal or exceed the price of the Warrants. In the event that the price per share of ourcommon stock does not exceed the exercise price of the Warrants during the period when the Warrants are exercisable, the Warrants maynot have any value.

AWarrant does not entitle the holder to any rights as a holder of our shares of common stock until the holder exercises the Warrant fora share of common stock.

Untilyou acquire a share of common stock upon exercise of your Warrants, your Warrants will not provide you any rights as a holder of commonstock. Upon exercise of your Warrants, you will be entitled to exercise the rights of a holder of common stock only as to matters forwhich the record date occurs after the exercise date.

Sincethe warrants are executory contracts, they may have no value in a bankruptcy or reorganization proceeding.

Inthe event a bankruptcy or reorganization proceeding is commenced by or against us, a bankruptcy court may hold that any unexercised warrantsare executory contracts that are subject to rejection by us with the approval of the bankruptcy court. As a result, holders of the warrantsmay, even if we have sufficient funds, not be entitled to receive any consideration for their warrants or may receive an amount less thanthey would be entitled to if they had exercised their warrants prior to the commencement of any such bankruptcy or reorganization proceeding.

Wemay amend the terms of the warrants in a way that may be adverse to holders with the approval by the holders of a majority of the thenoutstanding warrants.

Ourwarrants will be issued in physical certificated form under a warrant agreement. The warrant agreement provides that the terms of thewarrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision. All other modificationsor amendments, including any amendment to increase the exercise price of the warrants or shorten the exercise period of the warrants,shall require the written consent of the registered holders of a majority of the then outstanding warrants.

Ouroutstanding warrants may have an adverse effect on the market price of our Common Stock and make it more difficult to effect a businesscombination.

Wewill be issuing warrants to purchase shares of Common Stock as part of this Offering. To the extent we issue shares of Common Stock toeffect a future business combination, the potential for the issuance of a substantial number of additional shares upon exercise of theseWarrants could make us a less attractive acquisition vehicle in the eyes of a target business. Such securities, when exercised, will increasethe number of issued and outstanding shares of common stock and reduce the value of the shares issued to complete the business combination.Accordingly, our Warrants may make it more difficult to effectuate a business combination or increase the cost of acquiring a target business.Additionally, the sale, or even the possibility of sale, of the shares of common stock underlying the Warrants could have an adverse effecton the market price for our securities or on our ability to obtain future financing. If and to the extent these warrants are exercised,you may experience dilution to your holdings.

Youwill experience immediate and substantial dilution as a result of this offering and may experience additional dilution in the future.

Youwill incur immediate and substantial dilution as a result of this offering. After giving effect to the sale by us of               Units in this offering at a public offering price of $              per Unit (the mid-point of the range appearing on the front cover of this prospectus), and after deducting underwriting commissionsand estimated offering expenses payable by us, investors in this offering can expect an immediate dilution of $              per share at the assumed public offering price. Additionally, to the extent that these warrants, or options we will grant to our officers,directors and employees, are ultimately exercised, you will sustain future dilution. We may also acquire new businesses or finance strategicalliances by issuing equity, which may result in additional dilution to our stockholders. Following the completion of this offering, ourboard of directors has the authority, without action or vote of our stockholders, to issue all or any part of our authorized but unissuedshares of common stock, including shares issuable upon the exercise of options, or shares of our authorized but unissued preferred stock.Issuances of common stock or voting preferred stock would reduce your influence over matters on which our stockholders vote and, in thecase of issuances of preferred stock, would likely result in your interest in us being subject to the prior rights of holders of thatpreferred stock. See the section entitled “Dilution.”

Wewill incur significant increased costs as a result of operating as a public company and our management will be required to devote substantialtime to new compliance initiatives.

Asa public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. The Sarbanes-OxleyAct, as well as rules subsequently implemented by the SEC and NASDAQ, has imposed various requirements on public companies. Our managementand other personnel will need to devote a substantial amount of time to these compliance initiatives. Moreover, we anticipate that compliancewith these rules and regulations will increase our legal, accounting and financial compliance costs substantially. A number of those requirementswill require us to carry out activities we have not done previously. For example, we will create new board committees and adopt new internalcontrols and disclosure controls and procedures. In addition, these rules and regulations may make our activities related to legal, accountingand financial compliance more difficult, time-consuming and costly and may also place undue strain on our personnel, systemsand resources. Furthermore, if we identify any issues in complying with those requirements (for example, if we or our auditors identifya material weakness or significant deficiency in our internal control over financial reporting), we could incur additional costs rectifyingthose issues, and the existence of those issues could adversely affect us, our reputation or investor perceptions of us. If these requirementsdivert the attention of our management and personnel from other business concerns, they could have a material adverse effect on our business,financial condition and results of operations. For example, we expect these rules and regulations to make it more difficult and more expensivefor us to obtain director and officer liability insurance, and we may be required to incur substantial costs to maintain our current levelsof such coverage. We estimate the additional costs we may incur to respond to these requirements to range from $              to $               annually, although unforeseen circumstances couldincrease actual costs. These increased costs will require us to divert a significant amount of money that we could otherwise use to expandour business and achieve our strategic objectives. Advocacy efforts by stockholders and third parties may also prompt additional changesin governance and reporting requirements, which could further increase our costs.

Aninvestment in our company may involve tax implications, and you are encouraged to consult your own advisors as neither we nor any relatedparty is offering any tax assurances or guidance regarding our company or your investment.

Aninvestment in our company generally, involves complex federal, state and local income tax considerations. Neither the Internal RevenueService nor any State or local taxing authority has reviewed the transactions described herein, and may take different positions thanthe ones contemplated by management. You are strongly urged to consult your own tax and other advisors prior to investing, as neitherwe nor any of our officers, directors or related parties is offering you tax or similar advice, nor are any such persons making any representationsand warrants regarding such matters.

Unanticipatedchanges in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affectour financial condition and results of operations.

Wewill be subject to income taxes in the United States, and our domestic tax liabilities will be subject to the allocation of expenses indiffering jurisdictions. Our future effective tax rates could be subject to volatility or adversely affected by a number of factors, including:

•        changesin the valuation of our deferred tax assets and liabilities;

•        expectedtiming and amount of the release of any tax valuation allowances;

•        taxeffects of stock-based compensation;

•        costsrelated to intercompany restructurings; or

•        changesin tax laws, regulations or interpretations thereof.

Inaddition, we may be subject to audits of our income, sales and other transaction taxes by federal, state and local authorities. Outcomesfrom these audits could have an adverse effect on our financial condition and results of operations.

Anti-takeoverprovisions in our charter documents and Delaware law could discourage, delay or prevent a change in control of our company and may affectthe trading price of our common stock.

Theanti-takeover provisions of the Delaware General Corporation Law may discourage, delay or prevent a change in control byprohibiting us from engaging in a business combination with an interested stockholder for a period of three years after the person becomesan interested stockholder, even if a change in control would be beneficial to our existing stockholders. Our amended and restated certificateof incorporation and our bylaws, upon the consummation of this offering, may discourage, delay or prevent a change in our management orcontrol over us that stockholders may consider favorable. For example, our board of directors has the right to issue preferred stock withoutstockholder approval that could be used to dilute a potential hostile acquirer. As a result, you may lose your ability to sell your stockfor a price in excess of the prevailing market price due to these protective measures, and efforts by stockholders to change the directionor management of the company may be unsuccessful. In addition, our amended and restated certificate of incorporation and bylaws will:

•        providethat vacancies on our board of directors, including newly created directorships, may be filled only by a majority vote of directors thenin office;

•        providethat special meetings of stockholders may only be called by our Chairman and/or President, our board of directors or a super-majority(662/3%) of our stockholders;

•        placerestrictive requirements (including advance notification of stockholder nominations and proposals) on how special meetings of stockholdersmay be called by our stockholders;

•        notprovide stockholders with the ability to cumulate their votes; and

•        providethat only a super-majority of our stockholders (662/3%) may amend our amended and restated bylaws.

Useof Proceeds

Weestimate that the net proceeds from the sale of the Units we are offering will be approximately $        million based on an assumed offering price of $         per Unit (which represents the mid-pointof the estimated range of the initial public offering price shown on the front cover of this prospectus). If the underwriters fully exercisethe over-allotment option to purchase additional shares of common stock and/or Warrants, based on an assumed offering priceof $         per Unit, the net proceeds we sell will be approximately $        million. “Net proceeds” is what we expect to receive after deducting the underwriting discount and commission and estimatedoffering expenses payable by us.

Theprincipal purposes of this offering are to increase our financial flexibility, create a public market for our common stock and to facilitateour access to the public equity markets. We intend to use the net proceeds of this offering primarily for (i) sales and marketing,(ii) expanding our inventory, (iii) updating and producing our in-store displays, (iv) development of newstyles and sizes of our smart eyewear and (v) working capital and general purposes.

Weanticipate an approximate allocation of the use of net proceeds as follows:

____________

*        Assumingthe over-allotment option is not exercised.

Whilewe expect to use the net proceeds for the purposes described above, the amounts and timing of our actual expenditures will depend uponnumerous factors, including the aggregate amount raised in this offering. The expected net proceeds from the sale of the shares offeredhereby, if added to our current cash and cash equivalents is anticipated to be sufficient to fund our operations for at least the next12 months. In the event that our plans change, our assumptions change or prove to be inaccurate, or the net proceeds of thisoffering are less than as set forth herein or otherwise prove to be insufficient, it may be necessary or advisable to reallocate proceedsor curtail expansion activities, or we may be required to seek additional financing or curtail our operations. As a result of the foregoing,our success will be affected by our discretion and judgment with respect to the application and allocation of the net proceeds of thisoffering.

Each$1.00 increase (decrease) in the assumed initial public offering price of $         per Unit (themidpoint of the estimated price range set forth on the cover page of this prospectus) would increase (decrease) the net proceeds to usfrom this offering, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us, by approximately$        , assuming that the number of shares offered by us, as set forth on the cover page ofthis prospectus, remains the same. We may also increase or decrease the number of shares we are offering. An increase (decrease) of 1,000,000in the number of Units we are offering would increase (decrease) the net proceeds to us from this offering, after deducting the underwritingdiscounts and commissions and estimated offering expenses payable by us, by approximately $        ,assuming the initial public offering price stays the same. An increase of 1,000,000 in the number of Units we are offering, together witha $1.00 increase in the assumed initial public offering price of $         per Unit (the midpointof the estimated price range set forth on the cover page of this prospectus), would increase the net proceeds to us from this offering,after deducting the underwriting discounts and commissions and estimated offering expenses payable by us, by approximately $        .A decrease of 1,000,000 in the number of Units we are offering, together with a $1.00 decrease in the assumed initial public offeringprice of $        per Unit (the midpoint of the estimated price range set forth on the cover pageof this prospectus), would decrease the net proceeds to us from this offering, after deducting the underwriting discounts and commissionsand estimated offering expenses payable by us, by approximately $        . We do not expect thata change in the offering price or the number of Units by these amounts would have a material effect on our intended uses of the net proceedsfrom this offering, although it may impact the amount of time prior to which we may need to seek additional capital.

Pendingtheir use, we plan to invest the net proceeds from this offering in short- and intermediate-term, interest-bearingobligations, investment-grade instruments, certificates of deposit or direct or guaranteed obligations of the U.S. government.

DividendPolicy

Wehave never declared or paid any cash dividends on our equity interests and we do not anticipate paying any cash dividends in the foreseeablefuture. The payment of dividends, if any, in the future is within the discretion of our board of directors and will depend on our earnings,capital requirements and financial condition and other relevant facts. We currently intend to retain all future earnings, if any, to financethe development and growth of our business.

Capitalization

Thefollowing table sets forth our cash and equivalents and capitalization as of September 30, 2021:

•        onan actual basis;

•        ona pro forma basis to give effect to (i) the issuance of 253,166 shares of common stock, at a conversion price per shareof $3.56, upon the partial conversion of the Notes in the amount of $901,270.96 on November 16, 2021, (ii) the issuanceof an aggregate of 4,447 shares of common stock, at a price per share of $3.56, pursuant to the Company’sRegulation CF offering, and (iii) the conversion upon the closing of this offering of the remaining outstanding Notes in the principalamount of $         into an aggregate of         shares of common stock at a conversion price of $         pershare; and

•        ona pro forma as adjusted basis to additionally give effect to the sale of         Units in this offering, assuming an initial public offering price of $        per Unit (the mid-point of the price range set forth on the cover page of this prospectus), after deducting estimatedunderwriting discounts and commissions and estimated offering expenses payable by us.

Theinformation set forth in the table below is illustrative only and will be adjusted based on the actual initial public offering price andother terms of this offering as determined at pricing. You should read the information in this table together with our audited financialstatements and related notes and unaudited interim condensed financial statements and related notes and “Management’s Discussionand Analysis of Financial Condition and Results of Operations” appearing elsewhere in this prospectus.

Thenumber of shares of our common stock to be outstanding upon completion of this offering is based on 5,801,667 shares of ourcommon stock outstanding as of September 30, 2021, and excludes:

•        2,332,500shares of common stock issuable upon exercise of stock options, at a weighted average exercise price of $2.59 per share;

•                shares of common stock issuable upon the exercise of the warrants to purchase shares of our common stock issued to the underwriters inconnection with this offering; and

•                shares of our common stock reserved for future issuance under our 2021 Equity Incentive Plan (which is equal to 20% of our issuedand outstanding common stock immediately after the consummation of this offering, less the number of outstanding option grants).

Each$1.00 increase (decrease) in the assumed initial public offering price of $         per Unit (themidpoint of the estimated price range set forth on the cover page of this prospectus) would increase (decrease) the amount of cash, additionalpaid-in capital, total stockholders’ equity (deficit) and total capitalization on a pro forma as adjusted basis byapproximately $        , assuming the number of Units, as set forth on the cover page of thisprospectus, remains the same and after deducting underwriting discounts and commissions and estimated offering expenses payable by us.Similarly, each increase (decrease) of one million Units offered by us would increase (decrease) cash, total stockholders’ equity(deficit) and total capitalization on a pro forma as adjusted basis by approximately $        ,assuming the assumed initial public offering price of $        per Unit (the midpoint of the estimatedprice range set forth on the cover page of this prospectus) remains the same, and after deducting underwriting discounts and commissionsand estimated offering expenses payable by us. Each one million Unit increase in the number of Units offered by us together with a concomitant$1.00 increase in the assumed initial public offering price of $        per Unit (the midpointof the estimated price range set forth on the cover page of this prospectus) would increase each of cash and total stockholders’(deficit) equity by approximately $        after deducting underwriting discounts and commissionsand any estimated offering expenses payable by us. Conversely, each one million Unit decrease in the number of Units offered by us togetherwith a concomitant $1.00 decrease in the assumed initial public offering price of $        perUnit (the midpoint of the estimated price range set forth on the cover page of this prospectus) would decrease each of cash and totalstockholders’ (deficit) equity by approximately $         after deducting underwriting discountsand commissions and any estimated offering expenses payable by us. The pro forma as adjusted information discussed above is illustrativeonly and will be adjusted based on the actual public offering price and other terms of this offering determined at pricing.

Dilution

Ifyou purchase the Units in this offering, your interest will be diluted immediately to the extent of the difference between the assumedpublic offering price of $       per Unit (the mid-point of the range appearing on the frontcover of this prospectus) and the as adjusted net tangible book value per share of our common stock immediately upon the consummationof this offering. As of September 30, 2021, we had a historical net tangible book value of $(108,708), or $(0.019) per shareof common stock. Our historical net tangible book value per share represents total tangible assets less total liabilities, divided bythe number of shares of our common stock outstanding as of September 30, 2021.

Ourpro forma net tangible book value as of September 30, 2021 was $            ,or $             per share of our common stock. Pro forma net tangible bookvalue represents the amount of our total tangible assets less our total liabilities, after giving effect to (i) the issuance of 253,166shares of common stock, at a price per share of $3.56, upon the partial conversion of the Notes on November 16, 2021,(ii) the issuance of an aggregate of 4,447 shares of common stock, at a price per share of $3.56, pursuant to the Company’sRegulation CF offering, and (iii) the conversion upon the closing of this offering of amount remaining on the Notes into an aggregateof              shares of common stock at a conversion price of $        pershare.

Aftergiving effect to our sale of              Units in this offering at an assumedpublic offering price of $             per Unit, and after deducting underwriters’commissions and estimated offering expenses, but assuming no exercise of the Warrants included in the Units offered hereby or the warrantsissued to the Representative of the underwriters, our pro forma as adjusted net tangible book value as of September 30, 2021would have been $             million, or $            per share of common stock. This represents an immediate increase in net tangible book value of $            per share of common stock to existing stockholders and an immediate dilution in net tangible book value of $            per share to purchasers of Units in this offering.

Thefollowing table illustrates this dilution on a per share of common stock basis assuming the underwriters do not exercise their optionto purchase additional shares of common stock:

Thedilution information discussed above is illustrative only and may change based on the actual initial public offering price and other termsof this offering.

A$1.00 decrease in the assumed initial public offering price of $        per Unit (the midpointof the price range set forth on the cover page of this prospectus) would decrease our pro forma as adjusted net tangible book value asof September 30, 2021 after this offering by approximately $        , or approximately$        per Unit, and would decrease dilution to investors in this offering by approximately$        per Unit, assuming that the number of Units offered by us, as set forth on the coverpage of this prospectus, remains the same, after deducting the estimated underwriting discount and estimated offering expenses payableby us. A $1.00 increase in the assumed initial public offering price of $        per Unit (themidpoint of the price range set forth on the cover page of this prospectus) would decrease our pro forma as adjusted net tangible bookvalue as of September 30, 2021 after this offering by approximately $        , orapproximately $        per Unit, and would increase dilution to investors in this offering byapproximately $        per Unit, assuming that the number of Units offered by us, as set forthon the cover page of this prospectus, remains the same, after deducting the estimated underwriting discount and estimated offering expensespayable by us. We may also increase or decrease the number of Units we are offering. An increase of 1,000,000 in the number of Units weare offering would increase our pro forma as adjusted net tangible book value as of September 30, 2021 after this offeringby approximately $        , or approximately $        perUnit, and would increase dilution to investors in this offering by approximately $        perUnit, assuming the assumed initial public offering price per Unit remains the same, after deducting the estimated underwriting discountand estimated offering expenses payable by us. A decrease of 1,000,000 in the number of Units we are offering would decrease our pro formaas adjusted net tangible book value as of September 30, 2021 after this offering by approximately $        ,or approximately $        per Unit, and would decrease dilution to investors in this offeringby approximately $        per Unit, assuming the assumed initial

publicoffering price per Unit remains the same, after deducting the estimated underwriting discount and estimated offering expenses payableby us. Each one million Unit increase in the number of Units offered by us together with a concomitant $1.00 increase in the assumed initialpublic offering price of $        per Unit (the midpoint of the estimated price range set forthon the cover page of this prospectus) would increase the pro forma as adjusted net tangible book value by $        perUnit and the dilution to new investors by $        per Unit, after deducting underwriting discountsand commissions and any estimated offering expenses payable by us. Conversely, each one million Unit decrease in the number of Units offeredby us together with a concomitant $1.00 decrease in the assumed initial public offering price of $        perUnit (the midpoint of the estimated price range set forth on the cover page of this prospectus) would decrease the pro forma as adjustednet tangible book value by $         per Unit and the dilution to new investors by $        per Unit, after deducting underwriting discounts and commissions and any estimated offering expenses payable by us. The pro forma as adjustedinformation is illustrative only, and we will adjust this information based on the actual initial public offering price and other termsof this offering determined at pricing.

Ifthe underwriters exercise their option in full to purchase              additionalshares of common stock and/or Warrants in this offering at the assumed offering price of $            per Unit, the pro forma net tangible book value per share after this offering would be $            per share of common stock, the increase in the pro forma net tangible book value per share to existing stockholders would be $            per share of common stock and the dilution to new investors purchasing securities in this offering would be $            per share of common stock.

Thefollowing charts illustrate our pro forma proportionate ownership, upon completion of this offering by present stockholders and investorsin this offering, compared to the relative amounts paid by each. The charts reflect payment by present stockholders as of the date theconsideration was received and by investors in this offering at the public offering price. The charts further assume no changes in nettangible book value other than those resulting from the offering.

Thenumber of shares of our common stock outstanding before and after this offering reflected in the tables and discussion above are basedon (i)              shares of common stock outstanding as of the date of thisprospectus (including the issuance of 253,166 shares of common stock, at a price per share of $3.56, upon the partial conversionof the Notes on November 16, 2021, the issuance of an aggregate of 4,447 shares of common stock, at a priceper share of $3.56, pursuant to the Company’s Regulation CF offering, and the conversion upon the closing of this offering of amountremaining on the Notes into an aggregate of              shares of commonstock at a conversion price of $        per share), and (ii)      shares of common stock outstanding on a pro forma as adjusted basis after giving effect to this offering and exclude, as of that date,the following:

•        2,332,500shares of common stock issuable upon exercise of stock options, at a weighted average exercise price of $2.59 per share;

•                    shares of common stock issuable upon the exercise of the warrants to purchase shares of our common stock issued to the underwritersin connection with this offering; and

•                    shares of our common stock reserved for future issuance under our 2021 Equity Incentive Plan (which is equal to 20% of our issued andoutstanding common stock immediately after the consummation of this offering, less the number of outstanding option grants).

Thetable below assumes the underwriters’ exercise their over-allotment option in full:

Thenumber of shares of our common stock outstanding before and after this offering reflected in the tables and discussion above are basedon              shares of common stock outstanding as of the date of thisprospectus (including the issuance of 253,166 shares of common stock, at a price per share of $3.56, upon the partial conversionof the Notes on November 16, 2021, the issuance of an aggregate of 4,447 shares of common stock, at a priceper share of $3.56, pursuant to the Company’s Regulation CF offering, and the conversion upon the closing of this offering of amountremaining on the Notes into an aggregate of              shares of commonstock at a conversion price of $        per share), and (ii)       shares of common stock outstanding on a pro forma as adjusted basis after giving effect to this offering and exclude, as of that date,the following:

•        2,332,500shares of common stock issuable upon exercise of stock options, at a weighted average exercise price of $2.59 per share;

•                    shares of common stock issuable upon the exercise of the warrants to purchase shares of our common stock issued to the underwritersin connection with this offering; and

•                    shares of our common stock reserved for future issuance under our 2021 Equity Incentive Plan (which is equal to 20% of our issued andoutstanding common stock immediately after the consummation of this offering, less the number of outstanding option grants).

Management’sDiscussion and Analysis of
Financial Condition and Results of Operations

Youshould read the following discussion and analysis of our financial condition and results of operations together with the section titled“Summary of Financial Information” and our financial statements and related notes included elsewhere in this prospectus. Dataas of and for the periods ended December 31,2019 and 2020 has been derived from our audited financial statements appearing at the end of this prospectus. Data as of and for the ninemonths ended September 30,2020 and 2021 has been derived from our unaudited condensed financial statements appearing at the end of this prospectus. Results forany interim period should not be construed as an inference of what our results would be for any full fiscal year or future period. Thisdiscussion and other parts of this prospectus contain forward-lookingstatements, such as those relating to our plans, objectives, expectations, intentions, and beliefs, which involve risks and uncertainties.Our actual results could differ materially from those discussed in these forward-lookingstatements. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and thosediscussed in the sections titled “Special Note Regarding Forward-LookingStatements” and “Risk Factors” included elsewhere in this prospectus.

Overview

Wedevelop and sell smart eyeglasses and sunglasses, which are designed to allow our customers to remain connected to their digital lives,while also offering vision correction and protection. Our flagship product, Lucyd Lyte, enables the wearer to listen to music, take andmake calls, and use voice assistants to perform many common smartphone tasks hands-free. Innovative Eyewear owns the exclusiverights to the Lucyd brand and the Lyte product line.

Ourmission is to Upgrade Your Eyewear. Our smart eyewear is a fusion of headphones with glasses, bringing vision correction and protectiontogether with digital connectivity and clear audio, while also offering a solution for listening to music outdoors (as compared to in-earheadphones). The convenience of having a Bluetooth headset and comfortable glasses in one, especially for those who are already accustomedto all-day eyewear use, offers a lifestyle upgrade at a price similar to traditional prescription eyewear.

Afterthe full launch of Lucyd Lyte in January 2021, we had strong interest and demand from customers in the U.S., and have since soldthousands of our smart eyewear. In order to meet the growing demand for our products, and in an effort to expand our reach, we have engagedover 100 optical resellers. All of our products are designed in Miami, manufactured in Asia, and currently sold through two major saleschannels:

(1)    ecommerceprimarily via our website (Lucyd.co) and Amazon; and,

(2)    agrowing network of independent eyewear stores.

Weapply a manufacturer suggested retail price (“MSRP”) of $149 (for our standard frames) to $179 (for our titanium frames) fornon-prescription, polarized sunglass and blue light blocking glasses across all of our online channels, with our wholesalepricing offering volume discounts to these prices. Please refer to discussion in the Components of Results of Operations for more detailsregarding our pricing structure.

Weare gearing-up to expand these channels with national eyewear chains, big box retail stores (electronics, sporting goods,general merchandise) and specialty retail stores.

Weview this business model as being more efficient with regards to the deployment of capital, by electing not to build our own manufacturingfacilities and Company-owned retail distribution, but rather contract with existing sources of production and consumer facingretail distribution.

Impactof COVID-19 on Our Business

OnMarch 11, 2020, the World Health Organization officially declared the outbreak of the COVID-19 virus a “pandemic.”This contagious disease outbreak has continued to spread across the globe and is impacting worldwide economic activity and financial markets.In light of the uncertain and rapidly evolving situation relating to the spread of COVID-19, we took precautionary measuresintended to minimize the risk of the virus to our employees, by following the CDC guidelines. Specifically, we set up a system that enabledour employees to work remotely when it was beneficial for them or when they felt ill. Additionally, precautionary measures that have beenadopted may negatively affect our ability to sell our products. For example, reducing the marketplace traction at trade shows, and

retailstore traffic for our re-sellers, and the fulfillment of customer orders with customized lenses, shipping delays and otheroperations of our suppliers and fulfillment partners. Additionally, our product is manufactured in China and shipped from China on a regularbasis. We have not experienced substantial delays in manufacturing or shipping due to COVID-19, however, we are exposed tosuch risk in the future as a potential impact of COVID-19. More generally, the outbreak of COVID-19 could adverselyaffect economies and financial markets globally, potentially leading to an economic downturn, which could decrease consumer spending andadversely affect demand for our products. It is not possible at this time to estimate the impact that COVID-19 could haveon our business, as the impact will depend on future developments, which are highly uncertain and cannot be predicted.

KeyFactors Affecting Performance

Expansionof retail points of purchase

Ourfuture depends in large part on our ability to place Lucyd Lyte in optical stores as well as sporting goods stores and other specialtystores. To address this we assembled a team with decades of experience in the eyewear industry and are offering a strong co-opmarketing program. We currently have 12 different styles available and plans to continuously increase this number over time.

Retailstore client retention and re-orders

Ourability to sustain and increase revenue depends in large part on our ability to receive re-orders from stores, either directlyor through our wholesale distributors. To support our sales to retail stores directly, we offer a strong co-op marketingprogram that includes free and paid store display materials. As part of this strategy, we are launching a digital try-onkiosk for our resellers to help educate their in-store customers about Lucyd Lyte and enable customers to try them on ina contact-less manner, to mitigate customer contact with viral pathogens.

Investingin business growth

Webelieve that people care about what they wear on their faces, and because we understand that customers have diverse preferences aboutthe shape, size and design of their eyewear, we aim to continuously invest in the design and development of new models in an effort toprovide the consumer with a wide selection of styles, colors and finishes.

Wealso intend to invest in co-op marketing with retail stores, expansion of our sales and marketing team (including influencers)to broaden our brand awareness and online presence. We will also increase our general and administrative expenses in the foreseeable futureto cover the additional costs for finance, compliance, supply chain, quality assurance and investor relations as we grow as a public company.

KeyPerformance Indicators

StoreCount (B2B)

Webelieve that one of the key indicators for our business is the number of retail stores onboarded to sell Lucyd Lyte. We started onboardingour first retail stores in June 2021. Currently, we have over 180 retail stores selling Lucyd Lyte primarily in the United Statesand Canada.

Basedon the existing demand for our products, current distribution and recently consummated supply agreements, we anticipate that our productswill be available in a significant number of new third-party retail locations in 2022.

Re-orderratio (B2B)

Manyof the retail stores that placed initial stocking orders, either directly or through our wholesale distributors, have also placed follow-onorders in the few short months since launching our wholesale business in June 2021. As of September 30, 2021, 58% ofstores have re-ordered our product. We expect this number to gradually increase as we roll out our co-op marketingprogram and introduce our virtual try-on kiosks into retail stores, to facilitate customer education and product sell-through.

Numberof online orders (B2C)

Forour ecommerce business, we track the number of online orders as an indicator of the success of our online marketing efforts. Through September30 2021, we received total of over 3000 orders from customers online. We believe that the addition of a virtual try on widget, aswell as further investment in brand awareness, product ambassadors and influencer campaigns, will enable continued growth of online ordersin the foreseeable future. We expect to allocate a significant portion of our advertising expenditures towards influencer marketing programs.

Componentsof Results of Operations

NetRevenue

Ourrevenue is generated from the sales of prescription and non-prescription optical glasses, sunglasses and shipping charges,which are charged to the customer, associated with these purchases. We sell products through our retail store resellers, distributorsand on our own website Lucyd.co and on Amazon.

Weapply a manufacturer suggested retail price (“MSRP”) of $149 (for our standard frames) to $179 (for our titanium frames) fornon-prescription, polarized sunglass and blue light blocking glasses across all of our online channels. Only U.S. consumersenjoy free USPS first class postage, with faster delivery options available for extra cost, for sales processed through our website andon Amazon. For Amazon sales, shipping is free for U.S consumers while international customers pay shipping charges. Any costs associatedwith fees charged by the online platforms (Shopify for Lucyd.co website and Amazon) are not recharged to customers. We charge applicablestate sales taxes in addition to the MSRP for both online channels and all other marketplaces on which sell.

Ourwholesale pricing for eyewear sold to retail store partners and distributors includes volume discounts to the MSRP, due to the natureof large quantity orders. The pricing includes shipping charges, while excluding any state sales tax charges applicable. Due to the natureof wholesale retail orders, no e-commerce fees are applicable.

Ourprescription lens price currently ranges from $35 to $275, which is charged in addition to the MSRP. Glasses with prescription lensesare only available through our website Lucyd.co, while our sales through Amazon and to our retail partners only include non-prescriptionglasses.

Costof Goods Sold

Costof goods sold includes the costs incurred to acquire materials, assemble, and sell our finished products.

Forretail sales placed on one of our eCommerce channels these costs include (i) product costs held at the lesser of cost and net realizablevalue and inclusive of inventory reserves, (ii) freight, import, and inspection costs, (iii) optical laboratory costs for RXglasses, (iv) merchant fees, (v) fees paid to 3rd party eCommerceplatforms (vi) and cost of shipping the product to the consumer.

Forwholesale sales these costs include (i) product costs stated at the lesser of cost and net realizable value and inclusive of inventoryreserves, (ii) freight, import, and inspection costs, (iii) and credit card fees.

Whenconsumers place their orders directly on our online store, our cost of goods sold on a per-unit basis is approximately 8%lower than when consumers place their orders directly from 3rd parties’platforms.

Weexpect our cost of goods sold to fluctuate as a percentage of net revenue primarily due to product mix, customer preferences and resultingdemand, customer shipping costs, and management of our inventory and merchandise mix.

Overtime we expect our total cost of goods sold on a per unit basis to decrease as a result of an increase in scale. Increase in scale isachieved as a result of increase in volumes from both business to consumer and business to business (retail store) orders. We continueto expand our products with line extensions and new models and broaden our presence in retail stores carrying our products.

GrossProfit and Gross Margin

Wedefine gross profit as net revenues less cost of goods sold. Gross margin is gross profit expressed as a percentage of net revenues. Ourgross margin may fluctuate in the future based on a number of factors, including the cost at which we can obtain, transport, and assembleour inventory, the rate at our vendor network expands, and how effective we can be at controlling costs, in any given period.

Weanticipate our cost of goods sold, on a per unit basis, will decrease with scale, and this will likely have a positive impact on our grossmargins.

OperatingExpenses

Ouroperating expenses consist primarily of:

•        general &administrative expenses that include primarily consulting and payroll expenses, IT & software, legal, stock compensation expense,postage and non-customer product shipping and other administrative expense;

•        salesand marketing expenses including cost of online and TV advertising, marketing agency fees, influencers, trade shows and other initiatives;

•        relatedparty management fee for a range of back-office services provided by Lucyd Ltd.;

•        researchand development expenses related to (i) development of new styles and features of our smart eyewear (ii) development and improvementof our ecommerce website (iii) development of our Vyrb social media app for wearables.

Interestand Other Income, Net

Interestand other income, net, consists primarily of interest expense paid on convertible note loan due to the Parent.

Provisionfor Income Taxes

Provisionfor income taxes consists of income taxes related to foreign and domestic federal and state jurisdictions in which we conduct business,adjusted for allowable credits, deductions, and valuation allowance against deferred tax assets.

Resultsof Operations

Comparisonof nine months ended September30, 2021 (unaudited) to nine months ended September30, 2020 (unaudited)

Revenue

Ourrevenues during the nine months ended September 30, 2021 were $415,185 as compared to revenues of $33,592 during the ninemonths ended September 30, 2020. Our revenue is generated entirely from sales of eyewear products, namely smart frames, lensesand accessories. The increase in revenue was due to the launch of Lucyd Lytes, in January 2021, as compared to our limited salesof our beta products, which we do not consider a comparable benchmark to our 2021 sales.

Fornine months ending September 30, 2021, approximately 49% of sales were processed on our online store (Lucyd.co), 32% on Amazonand 19% to retail store partners. This sales channel mix impacted our revenue for the period, due to the fact we charge additional $35to $275 for our prescription lenses available only on Lucyd.co. All sales generated on Amazon.com during the period of $130,841 representnon-prescription frames as we only offer prescription lenses through our website. Out of $201,437 in online sales generatedthrough Lucyd.co, 54% related to frames with prescription lenses with 46% of glasses sold with non-prescription frames. Ourwebsite sales have remained the most material portion of our sales to date, aided by higher price compared to retail store pricing aswell as additional revenue recorded due to sales of prescription lenses.

Weexpect that the online portion of our sales will gradually decrease on a percentage basis, but remain an important component of our totalsales as we onboard more retail stores. We pursued growth in retail store segment in the third quarter of 2021, growing our retail storepresence to over 100 stores as of September 30, 2021.

Costof goods sold

Ourtotal cost of goods sold increased to $332,378 for the nine month period ended September 30, 2021 as compared to $34,783for the nine month period ended September 30, 2020. This increase mirrors the increase in underlying sales and the launchof our Lucyd Lyte in January 2021. These items included, but weren’t limited to, the cost of frames of $173,098, cost of prescriptionlenses incurred with our third-party vendor of $108,451, affiliate referral fees, sales commission expense, ecommerce platformfees of $46,915 and quality assurance costs related to our products sold of $3,600 for the nine month period ended September 30,2021.

Fornine months ending September 30, 2021, approximately 49% of sales were processed on our online store (Lucyd.co), 32% on Amazonand 19% to retail store partners. This sales channel mix impacted our cost of goods sold, as the cost of prescription lenses attributableto our Lucyd.co sales increased our cost of goods sold through Lucyd.co while not impacting cost of goods sold for sales realized throughAmazon or retail store partners.

Overtime, we expect retail stores to become our primary sales channel as we onboard new stores. Consequently, we expect cost of prescriptionlens, offered only as part of our website sales and not to retail stores, to gradually decrease as a percentage of our overall cost ofgoods sold.

Aswe anticipate growth in both wholesale and ecommerce channel sales in our fourth quarter of 2021 and going forward, we also expect correspondinggrowth in total cost of goods sold, primarily from product related costs.

Grossprofit

Ourgross profit increased to $82,807 for the nine month period ended September 30, 2021 as compared to ($1,191) for the ninemonth period ended September 30, 2020. This increase was due to the difference in the price of Lucyd Lytes versus our previousbeta products. We expect that gross profits for the remainder of fiscal year ended 2021 and for fiscal year 2022 to improve slightly,primarily due to economies of scale from large anticipated orders. As we expect retail stores to become our primary sales channel as weonboard new stores, we also expect our overall gross margin to approximate that of the wholesale channel, where no e-commerceplatform fees or prescription lens cost apply and volume related price discounts are included.

Operatingexpenses

Ouroperating expenses increased to $1,908,247 for the nine month period ended September 30, 2021 as compared to $554,924 forthe nine month period ended September 30, 2020. This increase was primarily due to the expansion of our business followinglaunch of Lucyd Lyte in January 2021 and included, but was not limited to, the following:

Generaland administrative expenses

Ourgeneral and administrative expenses increased to $883,356 for the nine month period ended September 30, 2021 as comparedto $554,924 for the nine month period ended September 30, 2020. This increase was primarily due to an increase of stock optionawards, resulting from increase in our staffing, from $41,875 to $564,637. Also as a result of Company’s growth and increased usedof consultants, consulting fees increased from $46,943 to $209,330.

Salesand marketing expenses

Oursales and marketing expenses increased to $903,795 for the nine month period ended September 30, 2021 as compared to $98,789for the nine month period ended September 30, 2020. The increase was primarily due to our multi-prong salesand marketing approach, launched in 2021, including the costs of online advertising of $355,780, TV advertising of $111,297, trade showsof $59,956 and SEO management of $59,177. We also hired four sales & marketing staff, and booked $130,137 in related stock compensationexpense for the period.

Weanticipate these costs to further increase as we continue to invest in and build our brand, expand the number of ecommerce platforms wesell our products on and invest in retail store co-op marketing programs to help educate our in-store customersabout Lucyd Lytes, and increase our brand’s physical presence and role in the eyewear industry.

Relatedparty management fee

Ourrelated party management fee was $84,975 for the nine month period ended September 30, 2021 as compared to $102,475 for thenine month period ended September 30, 2020. The management fees are related to the management services agreement betweenus and an affiliate of our Parent.

Researchand development costs

Ourresearch and development costs increased to $36,121 for the nine month period ended September 30, 2021 as compared to $30,822for the nine month period ended September 30, 2020. The increase was attributable entirely to the Company expanding the numberof eyewear designs under development during the nine month period ended September 30, 2021. All expenses recognized as researchand development costs during both periods are related to design of new frames.

ImpairmentExpense

Duringthe nine months period ended September 30, 2021, no impairment charges were required based on management’s analysisof long-lived assets.

Thefollowing tables set forth our statement of operations in dollar amounts and as a percentage of total revenue for each period presented(dollars in millions):

Revenue

Ourrevenue increased to $56,997 for the year ended December 31, 2020 as compared to $4,821 for the period ended December31, 2019. While we consider both years to be largely developmental in nature before launch of Lucyd Lyte in 2021, limited productreleases were made in order to gather customer feedback.

Costof goods sold

Ourcost of sold increased to $74,266 for the year ended December 31, 2020 as compared to $7,735 for the period ended December31, 2019. The increase was primarily due to an increase in related product costs for our increased product sales. Due to the betatesting nature of the sales and related costs, we do not consider the fluctuations to be indicative of the nature of ongoing costs ofgoods sold. We recommend you review “Management’s Discussion and Analysis of Financial Conditionand Results of Operations — Comparison of thesix months ended June 30, 2021 and June30, 2020” for a better indication of our anticipated costs of goods sold inthe future.

Grossprofit (loss)

Ourgross profit (loss) increased to $(17,269) for the year ended December 31, 2020 as compared to $(2,914) for the period endedDecember 31, 2019. The increase was primarily due to the beta testing nature of our limited product releases that were discontinuedin December 2020, before Lucyd Lytes were launched in January 2021.

Operatingexpenses

Ouroperating expenses increased to $748,070 for the year ended December 31, 2020 as compared to $106,513 for the period endedDecember 31, 2019. This increase was primarily due to the expansion of our business in anticipation of our launch of LucydLytes in the beginning of 2021 and included, but was not limited to, the following:

Generaland administrative expenses

Ourgeneral and administrative expenses increased to $316,115 for the year ended December 31, 2020 as compared to $43,398 forthe period ended December 31, 2019. This increase was primarily due to an increase of consulting fees and cash fees paidto our employees of $76,589 and stock compensation expenses of $81,645.

Impairmentexpenses

Werecorded an impairment expense of $112,329 for the year ended December 31, 2020 as compared to $0 for the period ended December31, 2019.

Thelicense agreement subject to the impairment had been originally entered into between the Company’s Parent (Lucyd Ltd) and Universityof Central Florida (“UCF”) and subsequently contributed from Lucyd to the Company as a contribution to capital via an exclusive,irrevocable license of these assets from Lucyd. The impairment charge represented the total net book value of any licenses to intellectualproperty previously held by the Company.

LucydLtd licensed a group of patents from UCF covering augmented reality glasses, specifically enabling the display of information on the lensesof glasses. The UCF patents were subsequently, with UCF’s permission, exclusively licensed to Innovative Eyewear, Inc. by LucydLtd. After conducting significant research on this licensed technology, Innovative Eyewear Inc. determined that the technology was notready for commercialization, so it amicably terminated the license, consistent with its terms and conditions. Innovative Eyewear no longerhas any obligation under the license to UCF nor does Innovative Eyewear have a current business relationship with UCF. UCF has no rightsto any properties currently held by Innovative Eyewear Inc.

Noneof Innovative Eyewear’s current patents and applications are related to the previously licensed patents from UCF. The Company doesnot believe the charge is representative of material trends in the business as following the impairment charge, our patent portfolio includesonly patents developed internally in the last few years.

Salesand marketing expenses

Oursales and marketing expenses increased to $152,731 for the year ended December 31, 2020 as compared to $2,924 for the periodended December 31, 2019. We had immaterial sales and marketing expenses in 2019 and the increase was related to our initialmarket tests of beta versions of our product.

Relatedparty management fee

Ourrelated party management fees increased to $130,000 for the year ended December 31, 2020 as compared to $56,108 for the periodended December 31, 2019. The increase was primarily due to ramp up of assistances provided by the affiliate of the Parentin hiring and overall scale up of Company’s operations post formation in 2019.

Researchand development costs

Ourresearch and development costs increased to $36,894 for the year ended December 31, 2020 as compared to $4,082 for the periodended December 31, 2019. The increase was primarily due to our expenditures related to smart eyewear product development,Vyrb app development and website development we incurred in primarily in 2020.

Seasonality

Historically,our business has not experienced material seasonal fluctuations in net revenue. However, we do observe moderately higher seasonal demandduring the months of November and December due in part to holiday shopping.

Liquidityand capital resources

Sinceinception, we have financed our operations primarily from:

•        capitalcontribution from the Parent at the time of inception,

•        issuanceof convertible note held by Parent and,

•        twoequity crowdfunds.

Weexpect that operating losses could continue in the foreseeable future as we continue to invest in the expansion of our business, furtherresearch and development and sales and marketing activities. We believe our existing cash and cash equivalents, proceeds from this offering,funds available under our existing credit facility, and cash flows from operating activities will be sufficient to fund our operationsfor at least the next twelve months. We intend to use proceeds from this offering primarily on (i) sales and marketing, (ii) expandingour inventory, (iii) updating and developing our in-store displays, (iv) development of new smart eyewear stylesand sizes, as well as further development and commercialization of the Vyrb app and (v) working capital and general corporate purposes.

However,our future capital requirements will depend on many factors, including, but not limited to, growth in the number of retail store customers,the needs of our ecommerce business and retail distribution network, expansion of our product and software offerings, and the timing ofinvestments in technology and personnel to support the overall growth of our business. To the extent that current and anticipated futuresources of liquidity are insufficient to fund our future business activities and requirements, we may be required to seek additional equityor debt financing. The sale of additional equity would result in additional dilution to our stockholders. The incurrence of debt financingwould result in debt service obligations and the instruments governing such debt could provide for operating and financing covenants thatwould restrict our operations. There can be no assurances that we will be able to raise additional capital. In the event that additionalfinancing is required from outside sources, we may not be able to negotiate terms acceptable to us or at all. In particular, the recentCOVID-19 pandemic has caused disruption in the global financial markets, which could reduce our ability to access capitaland negatively affect our liquidity in the future. If we are unable to raise additional capital when required, or if we cannot expandour operations or otherwise capitalize on our business opportunities because we lack sufficient capital, our business, results of operations,financial condition, and cash flows would be adversely affected.

GoingConcern

TheCompany has a limited operating history. The Company’s business and operations are sensitive to general business and economic conditionsin the United States. A host of factors beyond the Company’s control could cause fluctuations in these conditions. Adverseconditions may include: recession, downturn or otherwise, changes in regulations or restrictions in imports, competition or changes inconsumer taste including the economic impacts from the COVID-19pandemic. These adverse conditions could affect the Company’s financial condition and the results of its operations.

TheCompany meets its day to day working capital requirements through monies raised through sales of eyewear and issues of equity includingcrowdfunding. The Company also has issued a convertible note held by its parent company. Company’sforecasts and projections indicate that the Company expects to have sufficient cash reserves to operate within the level of its currentfacilities. Whilst it is the Company’s intention to rely on the available cash reserves, future income generated from its productsales, a negative variance in the forecasts and projections would make the Company’s ability to continue as a going concern dependenton an additional fund raise. Based on these factors, there is substantial doubt about the Company’s ability to continue as a goingconcern.

Off-Balance sheetarrangements

Asof September 30, 2021, we did not have any off-balance sheet arrangements.

CriticalAccounting Policies and Significant Developments and Estimates

Management’sdiscussion and analysis of our financial condition and results of operations is based on our financial statements, which have been preparedin accordance with GAAP. The preparation of our financial statements requires us to make estimates and assumptions that affect the reportedamounts of assets and liabilities at the date of the financial statements, as well as the reported revenue generated and expenses incurredduring the reporting periods, as well as related disclosures. Our estimates are based on our historical experience and on various otherfactors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carryingvalue of assets and liabilities and the amount of revenue and expenses that are not readily apparent from other sources. Actual resultsmay differ from these estimates under different assumptions or conditions, and any such differences may be material. We believe that theaccounting policies discussed below are critical to understanding our historical and future performance, as these policies relate to themore significant areas involving management’s judgments and estimates.

Webelieve that our application of accounting policies, and the estimates inherently required therein, are reasonable. We periodically reevaluatethese accounting policies and estimates and make adjustments when facts and circumstances dictate a change. Historically, we have foundour application of accounting policies to be appropriate, and actual results have not differed materially from those determined usingnecessary estimates.

Inventory

Ourinventory includes purchased eyewear and is stated at the lower of cost or net realizable value, with cost determined on a weighted averagefirst-in, first-outbasis. Provisions for excess, obsolete or slow moving inventory are recorded after periodic evaluation of historical sales, current economictrends, forecasted sales, estimated product life cycles and estimated inventory levels. No provisions were determined as needed at September30, 2021.

Inaccordance with our donation policy started in May 2021, we donate an optical frame for every Lucyd Lyte sold. During the nine month periodended September 30, 2021 we donated total of $7,556 of glasses to charity. The amount was recorded at historical cost underGeneral and Administrative Expenses.

Asof September 30, 2021, we recorded an inventory prepayment in the amount of $295,200 related to down payment on eyewear purchasedfrom the manufacturer, prior to shipment of the product that occurred after September 30, 2021. As of December 31,2020, we recorded an inventory prepayment in the amount $85,740 for inventory paid for during 2020 but shipped after December 31,2020.

IntangibleAssets

Intangibleassets relate to:

•        internallydeveloped and licensed utility and design patents. We amortize these assets over the estimated useful life of the patents, and

•        capitalizedsoftware costs incurred due to development of the Vyrb app. We amortize these assets over the estimated useful life of the software application.

Wereview our intangible assets for impairment whenever changes in circumstances indicate that the carrying amount of the assets may notbe recoverable.

IncomeTaxes

Weare taxed as a C corporation. We comply with Financial Accounting Standards Board (FASB) ASC 740 for accounting for uncertainty in incometaxes recognized in a company’s financial statements, which prescribes a recognition threshold and measurement process for financialstatement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized,a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. FASB ASC 740 also providesguidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Based onour evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in our financial statements.We believe that its income tax positions would be sustained on audit and does not anticipate any adjustments that would result in a materialchange to its financial position.

Wehave incurred taxable losses since inception but are current in its tax filing obligations. We are not presently subject to any incometax audit in any taxing jurisdiction.

Stock-BasedCompensation

Weaccount for stock-based compensation to employees and directorsin accordance with FASB ASC Topic 718, which require that compensation expense be recognized in the financial statements for stock-basedawards based on the grant date fair value. For stock option awards, the Black-Scholes-Mertonoption pricing model was used to estimate the fair value of share-basedawards. The Black-Scholes-Merton option pricing model incorporatesvarious and highly subjective assumptions, including expected term and share price volatility. The expected term of the stock optionswas estimated based on the simplified method as allowed by Staff Accounting Bulletin 107 (SAB 107).

Wenote that the fair value of common stock used in the option pricing model in 2020 and for 9 months ended September30, 2021 (no option grants in 2019) was determined using the most recent price paid by independent investors through RegulationCrowdfund (“REG CF”) securities offering undertaken by the Company. For a majority of the time during which stock option awardswere granted by the Company in 2021 and 2020, the Company had been raising funds from investors under Regulation CF campaigns, with asignificant number of transactions from both accredited and non-accredited investors.

Thepre-money valuation determining price per share was agreed upon each time with the crowdfund platform, who has great dealof experience in setting the proper pre-money valuations for companies that list on their platforms. The determination wasmade using Company’s business progress.

Theshare price volatility at the grant date is estimated using historical stock prices based upon the expected term of the options granted,using stock prices of comparably profiled public companies. The risk-freeinterest rate assumption is determined using the rates for U.S. Treasury zero-couponbonds with maturities similar to those of the expected term of the award being valued.

RevenueRecognition

Ourrevenue is generated from the sales of prescription and non-prescription optical glasses, sunglasses and shipping charges,which are charged to the customer, associated with these purchases. We sell products through our retail store resellers, distributorsand on our own website Lucyd.co and on Amazon.

Todetermine revenue recognition, we perform the following steps: (i) identify the contract(s) with a customer, (ii) identify theperformance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performanceobligations in the contract and (v) recognize revenue when (or as) the entity satisfies a performance obligation. At contract inception,we assess the goods or services promised within each contract and determines those that are performance obligations and assesses whethereach promised good or service is distinct. We then recognize as revenue the amount of the transaction price that is allocated to the respectiveperformance obligation when (or as) the performance obligation is satisfied.

Allrevenue, including sales processed online and through our retail store resellers and distributors, is reported net of sales taxes collectedfrom customers on behalf of taxing authorities, returns and discounts.

Forsales generated through our e-commerce channels, we identify the contract with a customer upon online purchase of our eyewearand transaction price at the manufacturer suggested retail price (“MSRP”) for non-prescription, polarized sunglassand blue light blocking glasses across all of our online channels. Our e-commerce revenue is recognized upon meeting of theperformance obligation when the eyewear is shipped to end customers. Only U.S. consumers enjoy free USPS first class postage, with fasterdelivery options available for extra cost, for sales processed through our website and on Amazon. For Amazon sales, shipping is free forU.S consumers while international customers pay shipping charges on top of MSRP. Any costs associated with fees charged by the onlineplatforms (Shopify for Lucyd.co website and Amazon) are not recharged to customers and are recorded as a component of cost of goods soldas incurred. The Company charges applicable state sales taxes in addition to the MSRP for both online channels and all other marketplaceson which the company sells products.

Forsales to our retail store partners, we identify the contract with a customer upon receipt of an order of our eyewear through our Shopifywholesale portal or direct purchase order. Our revenue is recognized upon meeting the performance obligation which is delivery of oureyewear products to retail store or the distributor, and also recorded net of returns and discounts. Our wholesale pricing for eyewearsold to retail store partners and distributors includes volume discounts, due to the nature of large quantity orders. The pricing includesshipping charges, while excluding any state sales tax charges applicable. Due to the nature of wholesale retail orders, no e-commercefees are applicable.

TheCompany’s sales to both retail store partners and through the e-commerce channels do not contain any variable consideration.

Weallow our customers to return our products, subject to our refund policy, which allows any customer to return our products for any reasonwithin the first:

•        7days for sales made through our website (Lucyd.co)

•        30days for sales made through Amazon

•        30days for sales to wholesale retailers and distributors

Forall of our sales, at the time of sale, we establish a reserve for returns, based on historical experience and expected future returns,which is recorded as a reduction of sales. Additionally, we reviewed all individual returns received in October 2021 pertaining to ordersprocessed prior to September 30, 2021. We had no reserve because the identified amounts were nominal.

Shippingand Handling

Costsincurred for shipping and handling are included in cost of goods sold at the time the related revenue is recognized. Amounts billed toa customer for shipping and handling are reported as revenues.

Earnings/lossper share

Wepresent earnings and loss per share data by calculating the quotient of earnings/(loss) and loss divided by the number of common sharesoutstanding (common shares as of December 31, 2020) as requiredby ASC 260-10-50. As of September30, 2021 all shares underlying the related party convertible debt and common stock options were excludedfrom the earnings per share calculation due to their anti-dilutiveeffect.

InternalControl Over Financial Reporting

Acompany’s internal control over financial reporting is a process designed by, or under the supervision of, that company’sprincipal executive and principal financial officers, or persons performing similar functions, and influenced by that company’sboard of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting andthe preparation of financial statements in accordance with generally accepted accounting principles. Because of its inherent limitations,internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectivenessto future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree ofcompliance with policies or procedures may deteriorate.

Asof September 30, 2021, we were a private company and historically had limited accountingand financial reporting personnel and other resources with which to address our internal control over financial reporting. In connectionwith the preparation and audit of our financial statements for the year ended December 31,2020, we identified material weaknesses in our internal control over financial reporting. A material weakness is a deficiency, or a combinationof deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatementof our annual or interim financial statements will not be prevented or detected on a timely basis.

Wedid not have a sufficient number of personnel with an appropriate degree of accounting and internal controls knowledge, experience, andtraining to appropriately analyze, record and disclose accounting matters commensurate with Innovative Eyewear’s accounting andreporting requirements, which resulted in an inability to consistently establish appropriate authorities and responsibilities in pursuitof their financial reporting objectives. This material weakness contributed to the following additional material weaknesses:

•        Wedid not design and maintain effective controls over the review of journal entries and account reconciliations. Specifically, certain personnelhad the ability to both (i) create and post journal entries within Innovative Eyewear’s general ledger system, and (ii) prepareand review account reconciliations.

•        Wedid not design and maintain effective controls over information technology general controls for information systems that are relevantto the preparation of our financial statements. Specifically, we did not design and maintain: (i) program change management controlsfor the financial systems to ensure that information technology program and data changes affecting financial IT applications and underlyingaccounting records are identified, tested, authorized and implemented appropriately; (ii) appropriate user access controls to ensureappropriate segregation of duties and that adequately restrict user and privileged access to financial applications, programs and datato appropriate our personnel; (iii) computer operations controls to ensure data backups are authorized and restorations monitored;and (iv) testing and approval controls for program development to ensure that new software development is aligned with business andIT requirements.

Thesematerial weaknesses could result in a misstatement of substantially all accounts or disclosures that would result in a material misstatementto the annual or interim financial statements that would not be prevented or detected.

Withthe oversight of senior management, we have instituted plans to remediate these material weaknesses and will continue to take remediationsteps, including hiring additional key supporting accounting personnel with public company reporting and accounting operations experience.We are also implementing the required segregation of roles and duties both in manual and systems related processes including for journalentries and account reconciliation, and formalizing the documentation and performance of remaining information technology general controlsfor information systems utilized for financial reporting. We believe the measures described above will remediate the material weaknessidentified and strengthen our internal control over financial reporting. We are committed to continuing to improve our internal controlprocesses and will continue to diligently and vigorously review our financial reporting controls and procedures.

Quantitativeand Qualitative Disclosures about Market Risk

Marketrisk represents the risk of loss that may impact our financial position because of adverse changes in financial market prices and rates.Our market risk exposure is primarily a result of exposure resulting from potential changes in currency rates, interest rates, or inflation.

BUSINESS

OurHistory

Wedevelop and sell smart eyeglasses and sunglasses, which are designed to allow our customers to remain connected to their digital lives,while also offering prescription eyewear and sun protection. Founded and headquartered in Miami, Florida, we were initially organizedas a Florida limited liability company effective August 15, 2019. We were founded by Lucyd Ltd., the inventor and licensorof the technology that our products are based upon which is a portfolio company of Tekcapital Europe Ltd. (“Tekcapital”).Tekcapital is a U.K. based university intellectual property accelerator. Tekcapital builds portfolio companies around new technologies.On March 26, 2020, we converted from a Florida limited liability company into a Florida corporation. Prior to this offering,we will redomicile from a Florida corporation to a Delaware corporation.

OurProduct

InJanuary 2020, we introduced our first beta product and began market testing.

InJanuary 2021, we officially launched our first commercial product, Lucyd Lyte®(“Lucyd Lyte”). This initial product offering embodies our goal of creating smart eyewear for all day wear that looks likeand is priced similarly to designer eyewear, but is also light weight and comfortable, and enables the wearer to remain connected to theirdigital lives. The product was initially launched with six styles. In September 2021, an additional six styles were added. Thesetwelve styles are each available with 56 different lens types, resulting in 668 variations of products currently available.

Additionally,Lucyd Lyte glasses enable the wearer to listen to music, take and make calls, and use voice assistants to perform many common smartphonetasks hands-free. Some of the many things that can be done with Lucyd Lyte glasses include:

1.      “Senda voice message to (contact)”: this command begins the recording of an audio message to be sent to named contact.

2.      “Senda 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 a contact via Venmo or Apple Pay. Follow the digital assistant’sprompts to confirm.

5.      “Checkmy messages”: this command reads out our user’s latest incoming text messages and offers a prompt to reply to each. Closeout the digital assistant to end the readout.

6.      “Checkmy mailbox”: this command announces the number of unread emails, and reads them out with a prompt to continue after each one. Inthe prompt after each one, our customers can tell their digital assistant “Reply” and dictate an email response to the previousemail.

7.      “Find(cuisine type) food nearby”: this command reads through a list of nearby restaurants and their ratings, and prompts our user fordirections or to call after each one.

8.      “Callme an Uber”: this command prompts our user on which type of Uber ride they want, then asks to confirm to send a car to our user’slocation.

9.      “Whattime is it?”: announces the current time.

10.    “Play(song/album/artist)”: this command begins playing the requested song, album or artist via Apple Music.

11.    “Getme directions to (location)”: this command begins navigating on phone, with audible directions on glasses.

12.    “Takea memo”: this command begins recording a speech-to-text memo in Notes. Say “Read my Notes” to play back.

Sincethe launch of Lucyd Lyte, we witnessed interest and demand from customers throughout the United States and have sold thousands ofour smart glasses. Within six months of the launch of Lucyd Lyte, several optical stores in the United States and Canada have on-boarded the product and we have had discussions with several other large eyewear chains (by number of locations) regarding onboardingour product. We believe smart eyewear is a product category whose time has come, and we believe we are well positioned to capitalize onand help develop this exciting new sector–where eyewear meets electronics in a user-friendly, mass market format, pricedsimilarly to designer eyewear.

Additionally,we anticipate introducing our first line of Bluetooth safety glasses, and five new styles of Lucyd Lytes designed specifically for womenand youths in the first quarter of 2022. We plan on expanding our safety glasses line by adding two additional sizes in the second quarterof 2022, along with five new styles of Lucyd Lytes in titanium and acetate. In the third quarter of 2022, we are hoping to introduce foursports frames, five new styles of Lucyd Lytes in titanium and acetate, as well as additional lens packs focused on gamers, boating andfishing, as well as running, cycling and fashion. We anticipate adding five more styles of Lucyd Lytes in the fourth quarter of 2022,along with a rollout of software upgrades to Vyrb.

OurMission

Ourmission is to Upgrade Your Eyewear®. Our smart eyewear is a fusion of headphoneswith glasses, bringing vision correction and protection together with digital connectivity and clear audio, while also offering a safersolution for listening to music outdoors (as compared to in-ear headphones). The convenience of having a Bluetooth headsetand comfortable glasses in one, especially for those who are already accustomed to all-day eyewear use, offers a lifestyleupgrade at a price most consumers can afford.

Ina sense, we view this integration of technology and vison correction/protection as the next evolutionary step in the development of eyewear.Over the entire course of eyewear development and history, many of the innovations have dealt with improving the lenses of the glasses.Notably, eyewear frames have not improved much in the past 400 years, with the exception, in our view, of the utilization of plasticto reduce weight and provide a wider range of designs and finishes, and the introduction of new hinge types. We view the integration ofBluetooth technology into the arms of the glasses as one of the key next steps to Upgrade Your Eyewear®.

Ourfocus is to enhance one of the world’s most important wearables: eyewear. The following table describes some of the developmentmilestones in the eyewear industry, with contributions from Innovative Eyewear starting in 2018 highlighted in yellow. Please note thisis not an exhaustive review of all seminal improvements in eyewear over the centuries.

Additionally,as part of our commitment to a great customer experience, we listen to feedback from our customers, and continuously strive to improvecustomer satisfaction and experience with our products. Our customers’ extensive feedback pointed to a need and desire for betterinteraction with social media while on-the-go. We are addressing this need by developing an exciting software applicationcalled Vyrb™, which will enable Lucyd Lyte users to hear and reply to social media posts, with their voice, hands-free,through their glasses (“Vyrb”). Other Vyrb users will be able hear these posts. Additionally, Vyrb will offer Lucyd Lyte usersexternal social media sharing features, which will allow posts made on Vyrb to be exported to other platforms such as Facebook, Twitterand Instagram. We are planning to launch Vyrb in the fourth quarter of 2021 for both iOS and Android, and we believe that Vyrb is oneof the first social applications designed specifically with a focus on smart glasses and other voice enabled wearables. We anticipateexpanding Vyrb’s capabilities through software upgrades that are currently slated for release in Q4 of 2022.

Aspart of our mission to make smart eyewear accessible to the mass market, we are seeking to develop a complete line of Bluetooth eyewearfor nearly every size and style preference, with eighteen styles expected to be available by the end of 2021, and forty styles by theend of 2022. When paired with the Vyrb application, Lucyd Lyte glasses will provide a new and safer wearable user experience suitablefor everyone.

Ourgoal is to become a meaningful player in the smart eyewear market. Innovative Eyewear’s early successes have shown our ability tonot only compete, but to lead in this rapidly changing and expanding technological eyewear market, and our goal is to continue spearheadinginnovation in the field.

GivingBack

Wedonate an optical frame for every Lucyd Lyte sold.

Weare also very active in supporting the various communities we serve through donations and support. From the beginning, Innovative Eyewearhas supported those in need through its donation of glasses frames to New Eyes (https://new-eyes.org/about-us),a charity dedicated to helping children and adults in need of eyewear. We’ve partnered with New Eyes because they fit the Lucydbrand mission: enhancing the vision of people all over the world, and we believe that it simply is the right thing to do.

Additionally,university students, educators, healthcare workers, uniformed service members, and veterans are eligible for an ongoing 18% discount offall frames and lens upgrades on www.lucyd.co.

OurCompetitive Strengths

AUnique Solution to a Common Problem.    While immensely useful, smartphones can present a safety hazard tomotorists, pedestrians and cyclists because smartphones can distract people from the task or activity at hand. In 2018, pedestrian deathswere at a 28-year high and experts believe smartphones were partially to blame. Additionally, recent data from the GovernorsHighway Safety Association indicates that in 2020 there was the largest ever annual increase in the rate at which drivers struckand killed pedestrians. The report mentioned that during the past ten years, the number of drivers striking and killing a pedestrian afterdark increased by 54%, compared to a 16% rise in pedestrian fatalities in daylight. We believethat the distraction created by smartphones originates in two forms: (1) via headphones or earbuds, where the user is deprived offull audible situational awareness; and, (2) via the visual interface of the phone, which distracts the user completely from theirsurroundings. Lucyd Lyte open ear audio helps address this problem by having the speakers mounted at the temples (in the arms) of theglasses. There is nothing in the ear canal and, as a result, individuals can better maintain situational awareness, such as hearing thetraffic around them, as well as nearby sounds. Many of our competitors have relatively bulky speakers enclosed within the temples, whileLucyd Lyte’s speakers and temples are thin, which allows them to look similar to traditional designer glasses. Furthermore, throughthe quick and easy touch controls on the Lucyd Lyte, the wearer can perform many tasks that they would normally pull out their phone for,untethering the eyes of the user from their smartphones throughout the day and enabling them to remain more visually vigilant and awareof the traffic around them.

AffordablePrice Point.    Comfortable and affordable Bluetooth audio glassesthat seamlessly integrate vision correction and protection with our customer’s digital life. Our Lucyd Lyte line of smart eyewearenables prescription and sunglass wearers to interact with digital assistants and social media without having to take their eyes off theroad and are nearly hands-free, thereby improving the safety and convenience of taking calls, listening to music and audiblyaccessing digital information on the go. Our Lucyd Lyte eyewear provides both optical-quality glasses and a Bluetooth headsettogether, at roughly the same price as a traditional pair of designer glasses. The Manufacturer’s Suggested Retail Price (“MSRP”)for Lucyd Lyte eyewear starts at $149, with advanced options and customizations available at higher price points, which are at the discretionof the customer, and $35 upcharge for single vision. By comparison, most of our U.S.-based competitors offer products thatare significantly more expensive, starting at approximately $249 or higher.

Quality.    Allof our frames can be outfitted in-house or by optical resellers with any combination of: prescription, sunglass, readersand blue light formats. Our frame fronts are made with what we believe are high quality optical materials to ensure easy lens fittingby any optician.

CustomizableProduct Offering.    There are 56 lens 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 prescriptionand custom lenses for our frames quickly and affordably. Our contract with a third-party optical lab also allows us to offerdirect fulfillment to our customers.

Comfort.    Atjust 1.0-1.45 ounces, our eyewear has a feather-light fit, suitable for all day vision correction or sun protection(traditional glasses weigh about 1 ounce). This is especially important while on the go. Our 1.0 ounce titanium aviators are among thelightest smart eyewear ever made.

LongBattery Life.    At 6.5-8 hours of playback per charge, Lucyd Lyte glasses outpace most, if notall, of the competition on battery life.

CapitalLight Business Model.    All of our products are sold through multiple ecommerce channels, including on ourwebsite (Lucyd.co), BestBuy.com and Amazon.com, and are distributed through optical or other retailers. We believe this capital lightapproach is highly scalable and efficient in the deployment of resources. We view “capital light” as being more efficientby obviating the need to build factories and retail stores, but rather contract with both.

Multiple-ChannelApproach.    We sell our products both through multiple online channels and multiple categories of brick-and-mortarretail stores. We believe this multi-channel approach provides us with an advantage against our competitors who either solelysell their products online or in brick-and-mortar retail stores.

ExperiencedManagement Team.    We have an experienced board of directors with more than 80 years of combined experiencein the eyewear industry and a management team with substantial experience in operating eyewear and technology companies.

OurBusiness Strategy

Whenwe organized Innovative Eyewear two years ago, there were, in our view, no attractive smart eyewear that addressed the basic consumerneed for good looking designer glasses that were stylish, comfortable, lightweight and provided the functionality of hearables, and pricedaround the same as regular glasses.

Allof our products are designed in Miami, manufactured in China, sold through ecommerce, channels, including on our website (Lucyd.co), BestBuy.comand Amazon.com, or sold by over 100 optical and sporting goods retailers. Additionally, we are pursuing online and in-storebig box retailers, and in-store and online specialty retailers. We believe this capital light approach is highly scalableand efficient in the deployment of resources. We view “capital light” as being more efficient, by obviating the need to buildfactories and retail distribution but rather contracting with both. Based on the existing demand for our products, current distributionand recently consummated supply agreements, we anticipate that our products will be available in a significant number of new third-partyretail locations in 2022.

Webelieve that people care about what they wear on their faces, and because we understand that customers have diverse preferences aboutthe shape, size and design of their eyewear, we aim to continuously introduce new models in an effort to offer a wide variety of designs.We continuously present new models of eyewear to our network of followers to vote on those styles they find most appealing. We view thisas community approved design.

Sales

Wehave two major sales channels: (1) ecommerce via Lucyd.co and Amazon and, (2) our ongoing development of a network of eyewear,sporting goods and electronics resellers, including but not limited to, BestBuy.com and Brookstone, to offer our frames in the future.Most of our resellers are experienced opticians who provide valuable feedback that informs the development of our product lines, whichwe would not receive if we were solely direct to consumer. Additionally, we have a robust presence on multiple ecommerce and social mediaplatforms, with more than 160,000 followers and 20,000 email subscribers, which facilitates several customer on-ramps forthe Lucyd brand, and numerous ad campaign strategies. Building on our early successes of driving traffic to Lucyd.co, the website runby a subsidiary of our majority stockholder, from Facebook and TikTok, we deploy high quality content on multiple platforms to continuouslykeep customers engaged and drive brand awareness.

Wehave two levels of margins, one for business to consumers (“B2C”), and one for business to business (“B2B”). Themajority of our sales have been through ecommerce with gross margins at approximately 60% and retail sales, which have recently started,have gross margins of approximately 38%. We have an average additional gross profit margin of approximately 20% on custom and prescriptionlenses. We expect that our retail sales will account for the majority of our sales by 2023.

EcommerceChannels

1.      Companywebsite: Lucyd.co

Lucyd.cois our primary ecommerce point of sale. The site offers the most customization options of any of our sales channels and a full prescriptionlens lab, offering a total of 56 different lens combinations (16 key lens tints offered in plano, single prescription and progressivebifocal; seven types of reading lenses; and, a unique lens sold in the 3-lens pack items). Additionally, the Lucyd websiteships worldwide and is used to provide a quick and smooth buying experience.

2.      Amazon

Amazon.com/lucydis our brand shop on Amazon. It drives approximately half of our online sales, but limits the number of variations we can offer on ourframes (e.g., prescription lenses are not permitted on Amazon). However, through Amazon, we are still able to offer color lens sunglassvariants and blue light blocker pairs, in addition to our lens pack accessory item. We are constantly testing traffic flow to Lucyd.covs. Amazon to ensure our online ad spend is fully optimized.

3.      Walmart.com,BestBuy.com, Brookstone.com and eBay

Inaddition to our key online sales channels at Lucyd.co, BestBuy.com and Amazon, we are on these four marketplaces to gain additional brandawareness and drive online sales.

4.      SocialSelling

Notonly do we use social media to drive traffic to our main sales channels, we take advantage of intra-social shops as well,and have deployed shopping experiences through Facebook, Instagram and TikTok to gain further brand awareness.

Wealso offer two affiliate platforms via shareasale.com and Shopify for peer-driven sales. The Shareasale program is for professionalaffiliate and deal promotion companies, and increases revenue on Lucyd.co by offering direct commissions in exchange for converting webtraffic. The Shopify affiliate program enables Lucyd brand enthusiasts to get a financial reward for sharing the brand, and operates onsimilar terms as the Shareasale program where we provide a commission rate in exchange for converting web traffic.

RetailChannels

1.      IndependentEyewear Stores

Thecore of our B2B business is formed by our relationship with numerous eyewear store retailers across the United States and Canada,which provide Lucyd Lyte frames directly to their optical customers. Many of these retail stores have placed multiple stocking ordersin the few short months since launching our wholesale business in June 2021. To support our resellers, we offer a strong co-opmarketing program that includes free store display materials. As part of this strategy, we are launching a digital try-onkiosk for our resellers to help educate their in-store customers about Lucyd eyewear, and increase our brand’s physicalpresence in the optical industry. We anticipate introducing our in-store digital try-on kiosk to key retailersin the first quarter of 2022, and are planning on upgrading the kiosk’s capabilities in the second quarter of 2022 to allow forin-store re-ordering.

2.      NationalEyewear Chains

Lucydeyewear is currently being evaluated by multiple leading eyewear chains in the United States for potential inclusion in their brick-and-mortarstores. After the recent introduction of Ray Ban Stories smart eyewear, retailers are keen to include one or more smart eyewear productsin their stores and on their ecommerce platforms. Based on our current discussion with several major optical chains (by store size), webelieve at least one major optical chain will onboard our product line by the end of 2021.

3.      BigBox Retail Stores (Electronics, sporting goods, general merchandise)

Inaddition to mainstream optical channels, we have begun placing our products and are pursuing additional product placements with leadingbig box stores, either in their eyewear or electronics departments. Specifically, we have begun placing our products in Best Buy storesand other notable chains in electronics and sporting goods are testing our products, with positive feedback, and we anticipate havingour product line onboarded on the ecommerce sites of a leading electronics and sporting goods specialty retailers in the next thirty days.

4.      SpecialtyRetail stores (Apparel, travel and more)

Weare leaving no stone unturned in our mission to bring smart eyewear mainstream. We are in talks with several leading fashion brands tolaunch co-branded Lucyd products in their brick-and-mortar retail locations, with a “Powered by Lucyd”designation alongside their brand identity on the packaging. These would be meaningful collaborations, and if successful, could rapidlyexpand Lucyd brand recognition. Additionally, we are pursuing other potential sales outlets such as home shopping channels, airport electronicsshops and boutique retailers.

Manufacturingand Supply Chain

Ourproducts are designed and specified in the United States and subsequently manufactured in China. The products are designed in-house,3-D CAD files are then produced with product renderings. We then subject these rendered images for focus group review, todetermining which designs we should move to the prototype development stage. Pre-production prototypes are developed by ourcontractor in China to our specifications. Our contractor sources components for the smart eyewear in China including plastic and titaniumfor the frames, electronic components, speakers, microphones and batteries. All packaging is designed in Miami and fabricated in China.Once completed, our products are tested in the United States, to assess functionality, fit and finish. Orders received on our eshop,Amazon store and bulk retail orders are aggregated in Miami and then placed and fabricated in China, whereupon they

undergoa rigorous eleven-point third party product inspection process. The inspection is conducted on 100% of our manufactured products.Inspections include testing procedures to help ensure our customers receive only functional, high-quality products.

Ifproducts are ordered with non-prescription sunglass lenses, they are manufactured by our third party contractor and shippedto a warehouse in Miami for direct to consumer or retail store shipment. If products are ordered with prescription or specialty lenses,then the smart eyewear frames are sent to an optical contractor laboratory in Boston, Massachusetts, to have the lenses cut, ground andmounted in the frames, whereupon they are directly shipped to customers. If products are ordered from Canada, they are shipped to a Canadiandistributor’s warehouse for subsequent delivery to stores within Canada.

Forour in-store displays, we developed the proprietary software and video for the virtual try-on, in-house,the fixtures are manufactured for us in the United States and the tablets used for the displays are made in China. The displays andthe fixtures are assembled in Miami and then provided to a third-party warehouse in Miami for retail store distribution.

Marketing

Weemploy a 360-degree marketing mix that encompasses both brand and user generated content syndication across earned, ownedand paid platforms (channels where the company pays a fee to have its product advertised). Long form and video content generation area key focus points for the brand, they allow us to better leverage both emerging and critical smart eyewear narratives through persistentsearch engine optimization (SEO); increasing our organic brand awareness across the board, in addition to strategic loyalty, influencerand affiliate marketing campaigns.

Thisstrategy includes, but is not limited to, pay per click advertising, Email, Social and Content marketing, PR and traditional print Ads.Our robust Company-paid Ads span Broadcast TV, Audio, Google (search/video), CTV, Facebook, IG, TikTok, Pinterest, Twitter,Taboola, AI-driven ads and Amazon native ads.

Webelieve we are trendsetters in creating relevant, omni-channel touchpoints that derive meaningful experiences and productsdesigned for our customers.

Froma brand perspective, strategically offering value-added, tangible products and/or services coupled with a well-organizednon-fungible token promotional initiative has become a relevant marketing tool that can potentially rapidly expand brandawareness and revenue. At Innovative Eyewear, we strive to lead and own critical narratives within the Bluetooth and smart eyewear space.

Weseek to create memorable experiences and products that resonate with our customers, coupled with premium content and campaigns designedto expand our brand presence and market share.

Ourinfluencers

Toaccelerate brand awareness and product sales, we are embarking on an influencer strategy to engage leading figures in sports and the arts,who like and enjoy wearing Lucyd Lytes. To date we have onboarded Chris Clark, a PGA golfer, Monique Billings, a WNBA basketball player,and Hadar Adora, an up-and-coming musical artist. We plan to add additional influencers to enhance awareness and sell-throughfor a number of key demographics.

Influencersare a key part of our marketing strategy, as they help our products relate to large, variable audiences. Lucyd Lyte is a perfect fit forthe fitness tech and audio product spaces, so athletes and musicians are a natural fit for our brand and the active lifestyles that Lucydproducts promote. We plan to add A-list musical talent to the brand in the near future, as well as a host of audio contentcreators to support the Vyrb experience.

OurMarket Opportunity

Accordingto Statista, the total addressable market for eyewear in the U.S. is projected to be $28.3 billion in 2021. The market fordigital assistants like Siri, Google Voice, Bixby and Alexa has grown rapidly in North America, and had $2.5 billion in revenuein 2020. In the U.S., our primary market, the hearables market is projected to be $5.1 billion in 2021. We view the popularityof hearables as an important catalyst for the smart eyewear market.

Thecommon denominator among markets for the hearables and digital assistant is that they facilitate real-time access to digitaldata, whether it is through music, calls, navigational directions, or information, among other uses. The combination of hearables anddigital assistants provides a transparent, ergonomic interface between the users and their digital lives. At Innovative Eyewear, we arededicated to a touch-free interface and untethering our customers eyes from their smartphone screens, through our smart eyewearproduct.

Thesynergistic fusion of these three markets enables, in our view, an opportunity to create a completely new experience of connected eyewear,which smoothly delivers the functionality of both optical glasses and headphones, eliminating the need for either on its own. Nevertheless,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 we believe to be approximately 1oz) and cost roughly the same as traditional eyewear. Thisis what we have sought to achieve, and in our view have accomplished with the introduction of Lucyd Lyte eyewear.

IntellectualProperty

Welicense from Lucyd Ltd., a subsidiary of our majority stockholder, an intellectual property portfolio designed to protect our unique eyeweardesigns and certain technological features in current and anticipated future products.

Wehave licensed 41 patents to date, covering all of our current product designs and certain advanced features such as Vyrb, replaceablefront frames, and multi-channel Bluetooth connectivity. The Company will seek to file new IP to protect new styles and featuresof its smart eyewear as they are introduced.

Ourcurrent patent portfolio is as listed below.

Additionally,Innovative Eyewear has acquired the exclusive rights to 11 registered trademarks and applications as follows:

MaterialAgreements

LicenseAgreement between Innovative Eyewear, Inc. and Lucyd Ltd.

OnApril 1, 2020, we entered into an exclusive, worldwide license agreement with Lucyd Ltd. for all fields of use of the Lucyd®brand, and the associated intellectual property and assets (the “License Agreement”). We were founded by Lucyd Ltd., the inventorand licensor of the technology that our products are based upon, which is a portfolio company of Tekcapital, our majority stockholder.The License Agreement is royalty-free, fully paid up, perpetual license, for the exclusive use of the following assets:

1.      AllLucyd intellectual property, including, all patents, patent applications and any continuations of such.

2.      AllLucyd trademarks.

3.      AllLucyd collateral material, artwork, subscriber lists, eyeglass model and frame shots and renders, as well as 3D models.

4.      AllLucyd logos such as, but not limited to: Lucyd® word mark, Lucyd Hexagon,Upgrade Your Eyewear® slogan and the Vyrb™ pending trademark application.

5.      AllLucyd company developed software and any new software developed by Innovative Eyewear, utilizing the Lucyd software, will be owned byInnovative Eyewear.

6.      LucydStore portals through Shopify, Amazon and Walmart.

7.      Relevantwebsites domain names including Lucyd.co, Lucyd.net, Lucyd.eu.

8.      Allsupply and endorsement agreements.

9.      Allcurrent inventory as of the execution date of license.

10.    Allsocial media accounts under the Lucyd name, including, but not limited to: Twitter, Facebook and Instagram.

11.    Alladvertising material and trade show displays, brochures and related materials.

Underthe terms of the License Agreement, we have the exclusive right to effectuate sublicenses, either exclusively or non-exclusively,to any or all of our licensed intellectual property, at its sole discretion. Upon execution of the License Agreement, we paid Lucyd Ltd.£1 for the life of the licensed assets, and the License Agreement shall continue in perpetuity, unless terminated according to theterms of the agreement. Additionally, we issued 3,750,000 shares of our common stock to Lucyd Ltd. as compensation for enteringinto the License Agreement and for the contribution of certain other assets. Lucyd Ltd. may terminate the license with immediate effectby providing written notice to us if, among other things: we commit a material breach, as such is defined by the terms of the agreement;or, if we suspend, or threaten to suspend, payment of our debts or are unable to pay our debts.

TheLicense Agreement requires us to indemnify Lucyd against all liabilities, costs, expenses, damages, and losses(including but not limitedto any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties, and legal costs (calculatedon a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by Lucyd Ltd. arising out ofor in connection with actual or alleged infringement of third party intellectual property rights; our breach or non-performanceof or the enforcement of License Agreement. We have the right to sublicense any of our rights under the License Agreement, provided thatany sublicense also shall enter into a supplemental agreement satisfactory to Lucyd Ltd.

OnOctober 5, 2021, the parties to the License Agreement executed an Addendum, to the exclusive license agreement, which clarifiedthat Innovative Eyewear shall commercialize, continue with any on-going intellectual property prosecutions and pay all maintenanceor other patent fees (the “Addendum”). For all new intellectual property, Innovative Eyewear will own control it and be responsiblefor all prosecution and maintenance costs. The Addendum also confirms that Innovative Eyewear issued Lucyd Ltd. 3,750,000 sharesof its common stock as consideration for the license.

SalesRepresentation Agreement

OnMarch 4, 2021, we entered into a commission-only, sale representation agreement with D. Landstrom Associates,Inc. to provide distribution into big box retailers in the United States (the “Representation Agreement”). The RepresentationAgreement provides for D. Landstrom to act as our commission based, manufacturer’s representative, with the exclusive right to solicitoffers on behalf of us to purchase our products in the United States, for five big box stores. The term of the Representation Agreementis five years. Contract may be terminated for “good cause” with 90 days’ notice by either party. Upon termination,commissions of orders procured will extend 180 days beyond termination date.

DistributionAgreement

OnJune 30, 2021, we entered into a distribution agreement with 8 Points Inc., a subsidiary of Marca Eyewear Group Inc., forexclusive distribution of Lucyd Lyte products in Canada (the “Distribution Agreement”). The Distribution Agreement providesthat 8 Points Inc. will have exclusive purchase and distribution rights and obligations in Canada. The term of the Distribution Agreementis 3.5 years and either party may terminate by providing 180 days’ notice to the other party. The distributor will performservices, which shall include, but shall not be limited to the following):

1.      Salesof our products into retail distribution by servicing potential purchasers and by generating new business within the Territory (as definedin the Distribution Agreement).

2.      Handlingof all account inquiries on sales made pursuant to this Distribution Agreement.

3.      InnovativeEyewear will receive all Canadian returns on a timely basis. Currently, distributor will organize customer returns such that all returnswill be shipped in bulk to Company’s distribution center in Miami, Florida.

4.      Companywill provide marketing activities to support the sales of all the collections sold by the Distributor in the territory.

5.      Distributorwill provide logistic service to distribute the product in the territory covering all provinces and provide internal customer serviceand warehousing and shipping, as well as after purchase care to customer.

6.      Distributorwill provide a minimum purchase of $4.6 million worth of Lucyd Lyte products over 30 months to maintain exclusivityfor sales in Canada.

7.      Monthlyminimum committed purchases increase incrementally over the term of the Distribution Agreement. In the event that 8 Points Inc. does notmeet the minimum monthly purchase requirements then we may convert 8 Points Inc. exclusive contract to a non-exclusive contractor terminate the Distribution Agreement.

TheNext Step

Vyrb

Webelieve eyewear should enable customers to freely interact with social media. While digital assistants, once enabled, can provide thebasis for this interaction, we believe that the ability to receive and send social media posts with an individual’s voice may greatlyenhance ease of use of these platforms on the go. To facilitate this, we have been developing Vyrb, our full stack social media applicationthat enables the user to receive and send posts through Lucyd Lyte smart glasses with an individual’s voice. The application isslated to launch out of beta toward the end of the fourth quarter of 2021 and we are aiming to roll out software upgrades to Vyrb in thefourth quarter of 2022, which we anticipate will include new features like: monetization, ad-buying modules, an itemizedupgrade system, and content selling capabilities for social media creators.

Webelieve that Vyrb will enhance the utility of current and future Lucyd Lyte glasses by enabling users to be untethered from their smartphones,yet still be able to hear and make social media posts. A goal of our products is to free our customers from other technologies. As such,we are designing Vyrb with a transparent, voice-centric interface in mind, so that as soon as our customers can say “OkGoogle,” they are connected to a world of engaging audio content and have the ability to create audio posts and messages. We believesocial interaction via smart eyewear will be instrumental in bringing new, youthful customers to our company.

Anumber of companies recently have started to launch voice mediated social media applications, such as Clubhouse, Discord, Audlist, Listenand Riffr. We are designing Vyrb to host audiobooks, podcasts and entire music albums on the platform. With Vyrb, Lucyd Lyte customerswill be able to hear their social media feeds, post messages, hold gatherings and musical performances (by inviting other Vyrb users toconnect with each other at a specific date and time), and enjoy social media with the authenticity of their own voice: all through theireyewear and without taking their phone out of their pocket.

TheProduct and Market for Vyrb

Vyrbis being designed as a full social media experience to enhance voice-based communications on wearables and mobile devices.The sophistication of Vyrb’s interface enables a large array of in-app purchases and subscriptions, as well as easyconnectivity with the Lucyd Lyte line of smart eyewear. In addition to an ad-driven revenue model

thatis typical of social media applications, the robust and highly variable selection of planned in-app purchases provide importantimprovements and fine-tuned customizations to help personalize the user experience. We plan to roll out these and other excitingfeatures of Vyrb over the course of several software updates.

TheVyrb app is contemplated to feature an in-app item shop with a number of fun and useful upgrades, such as:

•        LootBoxes — Random packs of multiple upgrade items, a best-selling in-app purchase format frequentlydeployed in online video games.

•        Skins —Items that alter the appearance of the app to help personalize it to the user’s preferences, such as Dark Mode.

•        Accents —Items that change the accent used by the app’s text-to-speech engine, which is employed frequently to vocalize textualcontent.

•        MetalMics — Items that lengthen the maximum allowable verbal post length and image/video sizes per post for users.

•        PostEmbellishments — Items that can be used to animate posts in the feed to make them more prominent.

•        SoundFX Packs — Items that increase the number of audio emojis (Sound FX) available to the user, livening up their posts.

•        AdTokens — Items that can be spent to expand the reach of a feed post to a larger audience.

•        VyrbGold — A premium, monthly subscription to the app that blocks all ads and brings additional benefits like a more prominentusername.

•        VyrbGems — In-app currency that can be spent to tip a user’s favorite content creators, to buy premiumpaywalled content and to buy certain other in-app purchases. Gems can also be traded to other users for their items on theVyrb Marketplace module. Users will also be rewarded Gems for their engagement with ads on the platform, creating a positive feedbackloop that rewards app engagement with premium content and experiences.

•        CommandTokens — Items that can be spent to create new custom voice assistant commands (based on Vyrb’s Voice CommandCreation Interface).

•        Mega-TagTokens — Items that can expand the number of mega-tags available to the user (mega-tags area unique Vyrb feature, they are automatically applied hashtags that make a user’s posts more discoverable to others).

Usersspend approximately 145 minutes per day on social media applications and regularly click on advertisements they view through their applications.We believe Vyrb is strategically positioned to become a prime advertisement space, allowing both visual and audible advertisements tobe purchased. Vyrb ads will be shown in a user’s regular newsfeed, which we believe will create an opportunity and need for a subscriptionin-app purchase (Vyrb Gold) for a premium, ad-free browsing experience. For ease of use, Vyrb ads can be createdby any user through the application in just moments: users will be able to purchase “Ad Token” items from the in-appstore, and then use these tokens to turn standard posts into wide-reaching ads. A rapid-response reportingsystem will be developed and monitored to remove objectionable or illegal content from the platform. With its focus on high quality audio,we are designing Vyrb to lift up professional and creative audio content developers by helping them reach new audiences. To ensure a positiveuser experience, we are developing a system in Vyrb which will automatically promote positively reviewed content, and automatically removecontent that has been reported in a high ratio compared to the number of viewers, providing the basis for user product discovery as wellas a failsafe against any mistake in our manual and algorithmic moderation of the application’s hosted content.

Vyrbusers will be able to purchase and support content from indie and professional creators via an in-app currency (referredto as “gems” in this document, a virtual point the user typically accumulatesby viewing ad content or by purchasing them). Creators will receive gems from typical users as tips during live broadcasts, and in exchangefor access to premium posts. The creators will then be able to cash out these gems at an exchange rate that provides profit to Vyrb. Forexample, users purchase the gems, its in-app loyalty token at a rate of $1 each, but creators only receive $0.75 for eachgem they cash out. A 25% effective platform fee would put the content transaction fees of Vyrb at a lower rate than most digital contentmarketplaces. In the case of typical livestreaming applications, a functionality Vyrb supports, they are often exorbitant, taking as muchas 50% in effective fees on in-app currency transactions.

Toacquire the gems, users must buy them in the Vyrb Shop or gain them by engaging with sufficient ad content (e.g., using the applicationfor an hour, or an amount of time that effectively pays for the gem).  While Vyrb allows users the flexibility of choice of eitherbuying or earning these gems, we believe that there is a huge revenue stream potential for us through a strategic implementation of theVyrb Shop and peer-to-peer content transactions.

Also,we plan for users to be able to charge a fixed price to be able to access particular audio posts. For example, this feature could be usedby a podcaster to sell their premium episodes, or by a recording artist to sell their music albums. In tandem with this feature, audioposts will be divisible into tracks to support long form content such as albums and audiobooks. Vyrb will take a flat percentage fee onall sales of premium content within the application by allowing creators to cash out gems they receive for selling their content. We believethe major benefit of this system is that it will provide audio content creators a new platform for rapidly creating, listing and sellingtheir content, and help create an environment full of rich, unique and interactive audio experiences such as live “radio shows,”indie content and virtual concerts for typical Vyrb users.

Webelieve that Vyrb will effectively leverage multiple successful gamification models from the world of social media to provide a flexibleand highly interactive user experience that can potentially draw high-value content creators. A fundamental aspiration ofVyrb is to provide a new platform and source of revenue for high quality audio content creators in particular; to that end, we designedVyrb with a goal of providing a rapid, user-friendly platform for creators and consumers to share, sell and enjoy the bestaudio the web has to offer. We believe that through Vyrb, we can make the interaction between our users and our product a fun andrewarding experience, which can also be monetized by the company and content creators alike. By putting audio front and center, we hopeto provide a new meeting ground for audio content creators and those who enjoy lots of music, podcasts and talk shows. We hope to providea mutually beneficial relationship, where Vyrb takes a reasonable fee on the transacting of these parties in exchange for bringing themtogether.

Competition

Thesmart eyewear industry in which we operate is competitive and subject to changes in practice. While we believe that our products are hybridof eyeglasses and audio technology, which gives us a unique product that provides us with competitive advantages, we may face competitionfrom many different entities now and in the future. As of now, we face competition from the following products:

•        BoseCorporation’s Bose Frames.    These are a Bluetooth eyewear product, but in a bulkier form factor andwith what we believe to be comparable models at a higher price ($199 to $249 MSRP) than Lucyd Lyte.

•        Amazon’sEcho Glasses.    Another entry in the Bluetooth eyewear space. Not available directly from the manufacturerin prescription with a limited number of frame styles. The cost of the Amazon Echo Glasses is higher than Lucyd Lyte. While lightweightlike Lucyd Lyte glasses, Amazon Echo Glasses have, in our view, a muted form factor, and the battery life is about half of that of LucydLyte.

•        SnapchatSpectacles.    This is a camera-focused smart eyewear product and, in our view, not a direct competitoras to its style, weight, pricing and suitability for all-day wear, as compared with our products; however, Snapchat Spectaclesmay introduce further entries in the space that may directly compete with Lucyd Lyte. Snapchat Spectacles Version 3 have an MSRP of $380.

•        Ray-BanStories Glasses.    Developed in association with Facebook, are a camera-focused smart eyewearproduct, and despite the fact they are available in prescription, in our view not a direct competitor; Ray-Ban may, however,introduce further entries in the space that may directly compete with Lucyd Lyte. Ray-Ban Spectacles have a well-knownand respected brand, and an MSRP starting $299, which makes them twice as expensive as Lucyd Lyte. They weigh considerably more (20-70%depending upon the Lyte model) than Lucyd Lyte glasses, have a shorter battery life, thicker temple profiles and are not water resistant.

Allof the competitors discussed above have substantially greater manufacturing, financial, research and development, personnel and marketingresources than we do. As a result, although we believe our products are currently superior, our competitors may be able to develop superiorproducts, and compete more aggressively and sustain their competitive advantage over a longer period of time than us. Our products maybe rendered obsolete in the face of competition.

GovernmentRegulation

Weare subject to a wide variety of laws and regulations in the United States and other jurisdictions in which we operate. The lawsand regulations govern many issues related to our business practices, including but not limited to those regarding contact lens prescriptions,worker classification, wage and hour, sick pay and leaves of absence, anti-discrimination and harassment, whistleblower protections,privacy, data security, intellectual property, product liability and taxation.

Theselaws and regulations are constantly evolving and may be interpreted, applied, created, superseded, or amended in a manner that could harmour business. These changes may occur immediately or develop over time through judicial decisions or as new guidance or interpretationsare provided by regulatory and governing bodies, such as federal, state, and local administrative agencies. As we expand our businessinto new markets or introduce new products, features, or offerings into existing markets, regulatory bodies or courts may claim that weare subject to additional requirements, or that we are prohibited from conducting business in certain jurisdictions.

FDARegulations

Oureyewear is considered a medical device by the FDA and regulated as such, and we are subject to the requirements set by the Consumer ProductSafety Commission (the “CPSC”). Prescription eyeglasses are regulated as medical devices in the United States by theFood and Drug Administration (the “FDA”), and under the Food, Drug, and Cosmetic Act (the “FDCA”), such medicaldevices must meet a number of regulatory requirements. Regulatory changes could result in restrictions on our ability to carry on or expandour operations, higher than anticipated costs, or lower than anticipated sales. Failure to comply with applicable regulations could jeopardizeour contract manufacturers’ ability to manufacture and result in FDA enforcement actions against the Company.

DataPrivacy and Security

Additionally,because we receive, use, store, and transmit personal data, relating to our customers, we are subject to numerous laws and regulationsin the United States, as well as industry standards, relating to privacy, data security and data protection. Such laws, regulations,and industry standards include, but are not limited to, Section 5(a) of the Federal Trade Commission Act, the California ConsumerPrivacy Act of 2018, the California Online Privacy Protection Act, and HIPAA, as amended by the Health Information Technology for Economicand Clinical Health Act, or HITECH, and its implementing regulations, that impose requirements on covered entities, including certainhealthcare providers, health plans, and healthcare clearinghouses, and their respective business associates that create, receive, maintain,or transmit individually identifiable health information for or on behalf of a covered entity as well as their covered subcontractorsrelating to the privacy, security, and transmission of individually identifiable health information. Enforcement activity with respectto one or more breaches of data privacy and security can result in financial liability and reputational harm, and responses to such enforcementactivity can consume significant internal resources.

Employeesand Human Capital Resources

Asof the date of this prospectus, we have eight (8) full time employees with two in product development, two in sales, one in finance,one in customer service, one in marketing and one in graphic design. Employees are supported by a number of consultants and part timeemployees.

Ourexperienced employees and management team are our most valuable resources and we are committed to attracting, motivating, and retainingtop professionals going forward. We have been able to locate and engage highly qualified employees as needed and do not expect our growthefforts to be constrained by a lack of qualified personnel. We consider our employee relations to be good.

Oursuccess is directly related to the satisfaction, growth, and development of our employees. We strive to offer a work environment whereemployee opinions are valued and one that provides our employees the opportunities to use and augment their professional skills. To achieveour human capital goals, we intend to remain focused on providing our key personnel with raises as appropriate, a 401(k) program, andcompany stock options. We continue to search out well qualified highly skilled individuals to help us expand and grow our operations.

LegalProceedings

Weare not currently subject to any material legal proceedings. However, we may from time to time become a party to various legal proceedingsarising in the ordinary course of our business.

Facilities

Ourexecutive offices are located at 8101 Biscayne Blvd., Miami, Florida 33138. Our executive offices are provided to us by the parent ofour majority stockholder, Tekcapital. Since, June 1, 2020, we have paid Tekcapital $25,000 per fiscal quarter for officespace, utilities, advisory services and any other services. We consider our current office space adequate for our current operations.To accommodate our anticipated growth, Tekcapital signed a lease for an additional facility for the Company, located at 11900 BiscayneBlvd., Miami, Florida 33181, which lease will commence on February 1, 2022.

Management

Directorsand Officers

Thefollowing table sets forth certain information regarding our board of directors, our executive officers, and some of our key employees,as of the date of this prospectus.

HarrisonGross is one of the founders of Innovative Eyewear and has served as our Chief Executive Officer and as a director since August 2019,where he guides the company’s product and brand development. Prior to his employment at Innovative Eyewear,from August 2017 to August 2019, Mr. Gross served in various positions, including chief executive officerand media & UX lead, of Lucyd Ltd., our largest stockholder and the licensor of our technology which is also a smart eyeweardevelopment company where he developed the company’s brand identity and oversaw general operations and product development. Additionally,from November 2015 to August 2021, Mr. Gross served as the Digital Media Manager of Tekcapital PLC (“Tekcapital”)(LON: TEK), a university intellectual property investment firm that is the parent company of Tekcapital Europe Limited, and Lucyd Ltd,the holding company for Tekcapital’s shares in Innovative Eyewear, where he created, developed and marketed for the company’slicensed properties. Prior to that, from October 2013 to September 2014, Mr. Gross worked as a credit analyst fora Verizon, Inc. contractor, where he managed credit systems and provided support to Verizon agents. Mr. Gross is a graduateof Columbia University with a BA in Writing and received a BA in Jewish Studies from the Jewish Theological Seminary. Mr. Grossis well qualified to serve as a director due to his substantial knowledge of our product and his experience in marketing, product andapp development.

KonradDabrowski has served as our Chief Financial Officer on a part-time basis since August 2019. Since June 2017,Mr. Dabrowski has also served as the group controller and chief financial officer of Tekcapital PLC (“Tekcapital”),where he co-manages the group’s investment strategy and oversees financial reporting for all of its portfolio companies.Prior to his employment at Tekcapital, from  March 2016 to June 2017, Mr. Dabrowski was a Global AccountingManager for Restaurant Brands International (NYSE:QSR), a multinational fast food holding company, where he oversaw accounting and taxprojects for Burger King within the Europe Middle East and Africa (EMEA) market. Prior to his employment at Restaurant Brands International,Mr. Dabrowski was an Audit Manager at Deloitte, where he managed end-to-end accounting audits for a portfolioof public and private corporate clients. Mr. Dabrowski has a Master’s in Finance and Banking from the Warsaw Schoolof Economics and is a Certified Public Accountant.

FrankRescigna has served as our Vice President of Global Sales and a director since August 2021. Mr. Rescigna hasmore than 25 years of brand building and sales experience in the eyewear industry. Prior to his employment at Innovative Eyewear,from October 2019 to May 2021, Mr. Rescigna was the Director of Global Sales at House of Wu, a global wholesaleluxury bridal and evening dress distributor, where he led the company’s sales strategy throughout the world. Prior to his employmentat House of Wu, from September 2018 to September 2019, Mr. Rescigna was the President of Teka Eyewear, a boutiqueglobal wholesale luxury eyewear distributor specializing in exotic materials, where he managed all aspects of its sales organization andoperations. Prior to his employment at Teka Eyewear, from March 2015 to August 2018, Mr. Rescigna was the SeniorVice President of Global Sales at Wiley X, a multi-brand global eyewear company that designs and distributes sunglasses,where he managed the company’s sales activities at the corporate and sales level. Prior to his employment at Wiley X, from February 2011to February 2015, Mr. Rescigna was the President of Jewelry & Global Brand Licensing for Guess Inc. (NYSE:GES), a global fashion/lifestyle company with varying business models, distribution models and products, where he assisted the companywith the expansion of its brand and new brands/products. Prior to his employment at Guess, from February 2004 to January 2011,Mr. Rescigna was the President of Viva International Group, a large eyewear company that designs, manufactures and distributescore

andluxury global brands, where he led the company’s expansion and integration with its parent company Highmark Vision Holding Company.He received a degree in Opticianry from Middlesex College. Mr. Rescigna is well qualified to serve as a director due hissubstantial brand and sales experience and his experience in the eyewear industry.

DavidCohen is one of the founders of Innovative Eyewear and has served as our Chief Technology Officer since September 2019.Prior to his employment at Innovative Eyewear, from August 2017to August 2019, Mr. Cohen served as the chief technology officer of Lucyd Ltd., a smart eyewear development company,where he led the company’s technological advancements and digital ad campaigns. Also, prior to his employment at Innovative Eyewear,from September 2009 to October 2019, Mr. Cohen served as President of Emaze Design Agency, a digital design agency,where he led the development of web and applications for e-commerce, web performance monitoring, website design and mobileapplications. Prior to his employment at Emaze Design Agency, Mr. Cohen was lead Business Intelligence Specialist at JewishGeneral Hospital where he assisted with the data solutions and business processes and requirements. He received a BS in Computer Sciencefrom the Academy of Bordeaux and an MS in Advanced Technician & Information Systems Management from Hadassah University.

KristenMclaughlin has served as one of our directors since August 2021. Ms. Mclaughlin has 20 years’ experience launching,managing and developing products in the eyewear, accessories, cosmetics and skincare industries. From March 2019 to April 2020,Ms. Mclaughlin served as the Global Marketing Director at DePasquale Companies, a skincare, hair care and cosmetics manufacturer,where she led the global marketing strategy and new product development. Prior to her employment at DePasquale Companies, from March 2000to January 2019, Ms. Mclaughlin was employed at Silhouette International, an eyewear manufacturer, where she served as the Directorof Marketing: Eyewear Manufacturer, Regional Sales Manager, and Brand Manager: Daniel Swarovski Crystal Eyewear. While at Silhouette International,Ms. Mclaughlin led the company’s brand portfolio in the U.S. and its brand direction, product development and campaign content.She has a BS and MBA from Ramapo College of New Jersey. Ms. Mclaughlin is well qualified to serve as a director due to her substantialexperience in the eyewear industry and her experience in brand and product development.

LouisCastro has served as one of our directors since August 2021. Mr. Castro is an experienced public company directorand chartered accountant. Mr. Castro is currently on the board of directors of the following public companies (1) Tekcapitalwhere he has been a director since December 2019, (2) Orosur Mining Inc. (TSE:OMI), a company exploring for minerals in South America,where he has been chairman of the board since April 2020, (3) Stanley Gibbons Group plc (LON:SGI), a company that specializes inthe retailing of collectable stamps and similar products, where he has been a director since June 2016, (4) Tomco Energy plc (LON:TOM),an oil exploration and technology company, where he has been a director since April 2021, (5) Predator Oil & Gas Holdingsplc (LON:PRD), an oil and gas exploration company, where he has been a director since July 2020, and (6) Veteran Capital Corp.(TSX-V:VCC), a capital pool company, where he has been a director since January 2021. From September 2012 to June 2016,Mr. Castro was a director and, from September 2014 to June 2016 served as the Chief Financial Officer, of ElandOil & Gas plc, a Nigerian focused upstream oil and natural gas exploration and production company, where he was responsible forthe company’s finance, legal and corporate finance activities. Prior to his employment at Eland, from May 2011 to May 2014,Mr. Castro served as Head of Capital Markets and then as Chief Executive Officer of Northland Capital Partners, an investmentbank, where he was responsible for the investment banks day-to-day activities. He is a fellow of the Institute of CharteredAccountants of England & Wales, has a double degree in Engineering Production and Economics from Birmingham University and attendedthe Postgraduate Advanced Course in Production Management and Methods at Cambridge University. Mr. Castro is well qualifiedto serve as a director due to his substantial experience as a director of public companies and his distinction as chartered accountant.

OliviaC. Bartlett has served as one of our directors since August 2021. Ms. Bartlett has been in the eyewear industry for over40 years holding various roles including optician, optical manager, marketing manager and operations management. Since September 2015,Ms. Bartlett has been the Chief Operating Officer of Todd Rogers Eyewear, a specialty eyewear company, where she manages the day-to-dayoperations of the company. Prior to her time at Todd Rogers Eyewear, from March 2010 to May 2015, Ms. Bartlett was thesales representative for eyewear sales in the northeast of Massachusetts for Safilo USA, a specialty eyewear company. Additionally, fromSeptember 2013 to May 2018, Ms. Bartlett was an Adjunct Professor at Benjamin Franklin Institute of Technology in Boston,Massachusetts. Since February 2020 Ms. Bartlett has been the President of the Opticians Association of America, a national organizationrepresenting the professional, business, educational, legislative and regulatory interests of opticianry. Prior to that, Ms. Bartlettwas a director for ten years for the Opticians Association of Massachusetts.

Ms. Bartletthas received a number of awards through her time in the industry, including but not limited to, the 2020 Eyecare Business Game ChangerAward and the 2020 and 2018 Vision Monday Most Influential Woman Executive. Ms. Bartlett received her Massachusetts Opticians licensein 1987 and is ABO certified. Ms. Bartlett received her BA in Political Science from Clark University. Ms. Bartlett is wellqualified to serve as a director due to her substantial experience in the optical industry.

Numberand Terms of Office of Officers and Directors

Uponthe effectiveness of the registration statement of which this prospectus forms a part, we expect that our board of directors will continueto consist of five members. Our directors are appointed for one year terms to hold office until the next annual general meeting of ourstockholders or until removed from office in accordance with our amended and restated bylaws, which will be in effect upon the consummationof this offering.

Ourofficers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific termsof office. Our board of directors is authorized to appoint persons to the offices set forth in our amended and restated bylaws, whichwill be in effect upon the consummation of this offering, as it deems appropriate.

DirectorIndependence and Committees of the Board of Directors

DirectorIndependence

Ofour directors, we have determined that Mr. Louis Castro and Mss. Kristen Mclaughlin and Olivia Bartlett are “independent”directors under NASDAQ listing standards, while Messrs. Harrison Gross and Frank Rescigna are not independent under such standards. Wehave also determined that each of the three prospective members of the Audit Committee is “independent” for purposes of Section 10A(m)(3)of the Exchange Act and the rules promulgated thereunder and under the NASDAQ listing standards. Further, the Board has determined thateach of the two members of both the Compensation Committee and the Nominating and Corporate Governance Committee is “independent”under NASDAQ listing standards.

BoardCommittees

Priorto the consummation of this offering, we will have three standing committees of the Board: the Audit Committee, Compensation Committeeand Nominating and Corporate Governance Committee. Each of the board committees will act pursuant to a separate written charter adoptedby our board of directors, each of which is available on our website at www.lucyd.co. Our boardof directors may at any time or from time to time appoint certain other committees in its sole discretion as it deems necessary or appropriateto carry out its functions.

AuditCommittee

TheAudit Committee will consist of Mr. Louis Castro (Chairman) and Mss. Kristen Mclaughlin and Olivia Bartlett. The Board hasdetermined that all of the prospective members of the Audit Committee are “independent,” as defined by NASDAQ listing standardsand by applicable SEC rules. In addition, the Board has determined that Mr. Castro is an audit committee financial expert,as that term is defined by the SEC rules, by virtue of having the following attributes through relevant experience: (i) an understandingof generally accepted accounting principles and financial statements; (ii) the ability to assess the general application of suchprinciples in connection with the accounting for estimates, accruals, and reserves; (iii) experience preparing, auditing, analyzing,or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable tothe breadth and complexity of issues that can reasonably be expected to be raised by the Company’s financial statements, or experienceactively supervising one or more persons engaged in such activities; (iv) an understanding of internal controls and procedures forfinancial reporting; and (v) an understanding of audit committee functions.

Thefunction of the Audit Committee relates to oversight of the auditors, the auditing, accounting, and financial reporting processes, andthe review of the Company’s financial reports and information. In addition, the functions of the Audit Committee will include, amongother things, recommending to the Board the engagement or discharge of independent auditors, discussing with the auditors their reviewof the Company’s quarterly results and the results of their audit, and reviewing the Company’s internal accounting controls.

CompensationCommittee

TheCompensation Committee will consist of Ms. Kristen Mclaughlin (Chairman) and Mr. Louis Castro. The Board has determinedthat all of the prospective members of the Compensation Committee are “independent,” as defined by NASDAQ listing standards.The responsibility of the Compensation Committee is to review and approve the compensation and other terms of employment of our Presidentand Chief Executive Officer and our other executive officers, including all of the executive officers named in the Summary CompensationTable under the heading “Executive Compensation” below (the “named executive officers”). Among its other duties,the Compensation Committee oversees all significant aspects of the Company’s compensation plans and benefit programs. The CompensationCommittee annually reviews and approves corporate goals and objectives for the President and Chief Executive Officer’s compensationand evaluates the Chief Executive Officer’s performance in light of those goals and objectives. The Compensation Committee alsorecommends to the Board the compensation and benefits for members of the Board. The Compensation Committee has also been appointed bythe Board to administer our 2021 Equity Incentive Plan. The Compensation Committee does not delegate any of its authority to other persons.

Nominatingand Corporate Governance Committee

TheNominating and Corporate Governance Committee will be comprised of Mss. Olivia Bartlett (Chairman) and Kristen Mclaughlin and Mr.Harrison Gross. The majority of committee members are independent under applicable NASDAQ rules and regulations. The Nominatingand Corporate Governance Committee is responsible for, among other things, considering potential board members, making recommendationsto the full board as to nominees for election to the board, assessing the effectiveness of the board and implementing our corporate governanceguidelines.

CompensationCommittee Interlocks and Insider Participation

Noneof our officers currently serves, and in the past year have not served, as a member of the compensation committee of any entity that hasone or more officers serving on our board of directors.

Codeof Business Conduct and Ethics and Insider Trading Policy

Effectiveupon consummation of this offering, our Board of Directors will adopt a Code of Ethical Conduct and an Insider Trading Policy. We willfile a copy of our Code of Ethics as an exhibit to the registration statement filed in connection with our initial public offering. Oncefiled, you can review these documents by accessing our public filings at the SEC’s web site at www.sec.gov.The Code of Ethics will also be available on our website at www.lucyd.co. In addition, a copyof the Code of Ethics will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certainprovisions of our Code of Ethics in a Current Report on Form 8-K.

Limitationof Directors Liability and Indemnification

TheDelaware General Corporation Law authorizes corporations to limit or eliminate, subject to certain conditions, the personal liabilityof directors to corporations and their stockholders for monetary damages for breach of their fiduciary duties. Our amended and restatedcertificate of incorporation, which will become effective upon the completion of this offering, limits the liability of our directorsto the fullest extent permitted by Delaware law. In addition, upon the closing of this offering, we will enter into indemnification agreementswith all of our directors and named executive officers whereby we will agree to indemnify those directors and officers to the fullestextent permitted by law, including indemnification against expenses and liabilities incurred in legal proceedings to which the directoror officer was, or is threatened to be made, a party by reason of the fact that such director or officer is or was a director, officer,employee or agent of ours, provided that such director or officer acted in good faith and in a manner that the director or officer reasonablybelieved to be in, or not opposed to, our best interests.

Priorto the consummation of this offering, we will obtain director and officer liability insurance to cover liabilities our directors and officersmay incur in connection with their services to us, including matters arising under the Securities Act. Our certificate of incorporationand bylaws also provide that we will indemnify our directors and officers who, by reason of the fact that he or she is or was one of ourofficers or directors of our Company, is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigativerelated to their board role with us.

Thereis no pending litigation or proceeding involving any of our directors, officers, employees or agents in which indemnification will berequired or permitted. We are not aware of any threatened litigation or proceeding that may result in a claim for such indemnification.

ExecutiveCompensation

Thefollowing table sets forth the aggregate compensation paid to our named executive officers for the fiscal years ended December 31,2020 and 2019. Individuals we refer to as our “named executive officers” include our Chief Executive Officer, our Chief FinancialOfficer and our V.P. of Global Sales.

SummaryCompensation Table

____________

(1)      Includes375,000 options to purchase common stock of the Company issued to Mr. Gross for services rendered to the Company for thefiscal year ended December 31, 2020.

(2)      Mr.Rescigna began his employment on May 1, 2021 and received no compensation for the fiscal years ended December 31, 2020 and2019. Please see “Employment Agreements—Frank Rescigna” for a description of the compensation he will receive in thefiscal year ended December 31, 2021.

EmploymentArrangements with our Executive Officers

HarrisonGross

OnAugust 11, 2021, we entered into an employment agreement with Harrison Gross to serve in the capacity of the Chief ExecutiveOfficer of the Company. We agreed to pay Mr. Gross an annual base salary of $85,800 for the remainder of 2021, and we alsoagreed that on January 1, 2022 we will increase the base salary to $150,000 per year. Pursuant to the terms of the employmentagreement, our Board may exercise its sole discretion to grant Mr. Gross an annual bonus, the amount of which bonus shallbe determined in the sole discretion of our Board. Additionally, we granted Mr. Gross an option to purchase 100,000shares of our common stock.

Theagreement has an initial term of three years, and will terminate on the third anniversary of the effective date unless Mr. Grossand the Company agree otherwise in writing. If we terminate the employment agreement for any reason other than for cause (as such is definedin the agreement) or Mr. Gross terminates his employment for good reason (as such is defined in the agreement): (1) Mr.Gross shall be entitled to payment of his base salary for the balance of the agreement’s term; (2) if Mr. Grosselects to continue group health insurance benefits, we shall reimburse Mr. Gross for any COBRA premiums he pays for the durationof COBRA’s coverage; and, (3) we shall provide Mr. Gross with payment of all accrued amounts (as defined in theagreement).

KonradDabrowski

OnAugust 11, 2021, we entered into an employment agreement with Konrad Dabrowski to serve as the Chief Financial Officer ofthe Company on a part-time basis, which agreement became effective on September 1, 2021. Mr. Dabrowskidevotes 50% of his business time to our Company. We agreed to pay Mr. Dabrowski an annual base salary of $100,000. Pursuantto the terms of the employment agreement, we may exercise our discretion to grant Mr. Dabrowski an annual bonus, the amountof which bonus shall be determined in the sole discretion of the Company. Additionally, we granted Mr. Dabrowski an optionto purchase 60,000 shares of our common stock.

Followingthe effective date, the employment agreement shall continue, unless terminated by Mr. Dabrowski or the Company. Mr.Dabrowski’s employment is at-will, which may be terminated by the Company or by Mr. Dabrowski atany time and for any reason. Pursuant to the terms of the employment agreement, a sixty days’ written notice of

terminationor resignation is required. If Mr. Dabrowski notifies us of his resignation, or if we terminate Mr. Dabrowski’semployment agreement, the Company reserves the right to determine, in its sole discretion, whether Mr. Dabrowski will berequired to actively work during the sixty day notice period; however, Mr. Dabrowski will be entitled to receive his basesalary for the duration of the sixty day notice period. The Company has the right to terminate Mr. Dabrowski’s employmentagreement for cause (as defined in the agreement), which termination shall be effective immediately.

FrankRescigna

OnMay 1, 2021, we entered into a consulting services agreement with Frank Rescigna. The initial term of the agreement is effectivethrough December 31, 2021, and may be extended for additional twelve month periods. Pursuant to the consulting agreement,we agreed to pay Mr. Rescigna a monthly consulting fee of $6,000 and a commission of 3.5% on any wholesale sales generatedand received for the duration of his agreement. The consulting agreement may be terminated for any reason either by Mr. Rescignaor the Company, with fifteen days’ notice.

Underthe terms of the consulting agreement, Mr. Rescigna will receive a $50,000 bonus upon successful completion of a sales quotaof $8,000,000. Additionally, we granted Mr. Rescigna an option to purchase 100,000 shares of our common stock,which will vest upon reaching this sales quota.

Compensationof Directors

Therewas no cash or equity compensation paid to our directors for the year ended December 31, 2020.

OliviaC. Bartlett

OnJuly 29, 2021, we entered into an agreement with Olivia C. Bartlett to serve as a member of the Company’s Board. Weagreed to pay Ms. Bartlett compensation of $10,000 per calendar year, with the annual retainer becoming effective upon consummationof the IPO. The Company agreed to pay Ms. Bartlett $200 per meeting she attends pre-IPO. Additionally, for the firstyear of services to the Company, we granted Ms. Bartlett an option to purchase 25,000 shares of our common stock.

LouisCastro

OnJuly 29, 2021, we entered into an agreement with Louis Castro to serve as a member of the Company’s Board. We agreedto pay Mr. Castro compensation of $30,000 per calendar year, with the annual retainer becoming effective upon consummationof the IPO. Additionally, for the first year of services to the Company, we granted Mr. Castro an option to purchase 25,000shares of our common stock.

KristenMclaughlin

OnAugust 20, 2021, we entered into an agreement with Kristen Mclaughlin to serve as a member of the Company’s Board.We agreed to pay Ms. Mclaughlin compensation of $20,000 per calendar year, with the annual retainer becoming effective upon consummationof the IPO. Additionally, for the first year of services to the Company, we granted Ms. Mclaughlin an option to purchase 25,000shares of our common stock.

FrankRescigna

OnJuly 29, 2021, we entered into an agreement with Frank Rescigna to serve as a member of the Company’s Board. We agreedto pay Mr. Rescigna compensation of $5,000 per calendar year, with the annual retainer becoming effective upon consummationof the IPO. Additionally, for the first year of services to the Company, we granted Mr. Rescigna an option to purchase 25,000shares of our common stock.

OutstandingEquity Awards

Thefollowing table sets forth outstanding equity awards to our named executive officers as of December 31, 2020.

Our2021 Equity Incentive Plan was adopted by the Board and approved by our shareholders on July 1, 2021, under which: (i) Mr.Gross was issued stock options on May 5, 2021 to purchase an additional 600,000 shares of our commonstock; (ii) Mr. Gross was also issued stock options on August 11, 2021, to purchase an additional 100,000shares of our common stock; (iii) Konrad Dabrowski was issued stock options on August 11, 2021, to purchase 60,000shares of our common stock; (iv) Frank Rescigna was issued stock options on May 1, 2021, to purchase 100,000shares of our common stock; (v) Mr. Rescigna was also issued stock options on July 29, 2021, topurchase an additional 25,000 shares of our common stock; (vi) Olivia Bartlett was issued stock options on July29, 2021, to purchase 25,000 shares of our common stock; (vii) Louis Castro was issued stock options on July21, 2021, to purchase 20,000 shares of our common stock; (viii) Mr. Castro was also issued stockoptions on July 29, 2021, to purchase an additional 25,000 shares of our common stock; (ix) Kristen Mclaughlinwas issued stock options on August 20, 2021, to purchase 25,000 shares of our common stock. All stock optionswere issued under our Equity Incentive Plan and are subject to time-based vesting, except for Mr. Rescigna’sMay 5, 2021 option grant that vests upon successful completion of the $8 million sales quota and Mr. Castro’sJuly 21, 2021 option grant that vests upon an acquisition or flotation at a valuation greater than or equal to four time(400%) of the most recent published annual Company valuation (2020: $2.7 million). See “Note 9 Stock Based Compensation”to our financial statement for more information.

Employeebenefits plans

Wecurrently do not provide retirement, health or welfare benefits to any of our employees.

Limitationof Directors Liability and Indemnification

TheDelaware General Corporation Law authorizes corporations to limit or eliminate, subject to certain conditions, the personal liabilityof directors to corporations and their stockholder for monetary damages for breach of their fiduciary duties. The amended and restatedcertificate of incorporation to be adopted upon the closing of this offering limits the liability of our directors to the fullest extentpermitted by Delaware law. In addition, upon closing of this offering we will enter into indemnification agreements with all of our directorsand named executive officers whereby we will agreed to indemnify those directors and officers to the fullest extent permitted by law,including indemnification against expenses and liabilities incurred in legal proceedings to which the director or officer was, or is threatenedto be made, a party by reason of the fact that such director or officer is or was a director, officer, employee or agent of ours, providedthat such director or officer acted in good faith and in a manner that the director or officer reasonably believed to be in, or not opposedto, our best interests.

Priorto the consummation of this offering, we will obtain director and officer liability insurance to cover liabilities our directors and officersmay incur in connection with their services to us, including matters arising under the Securities Act. The amended and restated certificateof incorporation and amended and restated bylaws that will be adopted upon closing of this offering will also provide that we will indemnifyour directors and officers who, by reason of the fact that he or she is or was one of our officers or directors of our Company, is involvedin any action, suit or proceeding, whether civil, criminal, administrative or investigative related to their board role with us.

Thereis no pending litigation or proceeding involving any of our directors, officers, employees or agents in which indemnification will berequired or permitted. We are not aware of any threatened litigation or proceeding that may result in a claim for such indemnification.

2021Equity Incentive Plan

General

Our2021 Equity Incentive Plan was adopted by the Board and approved by our shareholders on July 1, 2021. The general purposesof the 2021 Equity Incentive Plan are to (i) enable the Company and its subsidiaries to attract and retain the types of employees,consultants, and directors who will contribute to the Company’s long range success; (ii) provide incentives that align theinterests of employees, consultants, and directors with those of our shareholders; and (iii) promote the success of the Company’sbusiness.

Descriptionof the 2021 Equity Incentive Plan

Thefollowing description of the principal terms of the 2021 Equity Incentive Plan is a summary and is qualified in its entirety by the fulltext of the 2021 Equity Incentive Plan.

Administration.    The2021 Equity Incentive Plan is administered by a committee appointed by our Board, or in the Board’s discretion, by the Board (asapplicable, the “Incentive Plan Administrator”). Subject to the terms of the 2021 Equity Incentive Plan, the Incentive PlanAdministrator has the authority to (a) determine the eligible individuals who are to receive awards, (b) determine the termsand conditions of each award, including exercise price, vesting or performance criteria, performance period, and terms of the award, (c) determinewhether vesting and performance criteria have been achieved, (d) accelerate the vesting or exercisability of, payment for or lapseof restrictions on, or otherwise modify or amend awards, (e) construe and interpret the 2021 Equity Incentive Plan, including theability to reconcile any inconsistency in, correct any defect in and/or supply any omission in the plan and award agreement; any instrumentor agreement, (f) promulgate, amend, and rescind rules and regulations relating to the administration of the 2021 Equity IncentivePlan, and (g) exercise discretion to make any and all other determinations which it determines to be necessary or advisable for theadministration of the 2021 Equity Incentive Plan and awards granted thereunder. The Incentive Plan Administrator may also delegate itsauthority to a subcommittee or to one or more officers of the Company, subject to terms and conditions determined by the Incentive PlanAdministrator. All decisions made by the Incentive Plan Administrator are final and binding on the Company and the participants.

Typesof Awards.    The 2021 Equity Incentive Plan provides for the grant of stock options, which may be incentivestock options (“ISOs”) or nonqualified stock options (“NSOs”), stock appreciation rights (“SARs”),restricted stock, restricted stock units (“RSUs”), performance share awards, and other cash-based or equity-basedawards, or collectively, awards.

ShareReserve.    A total equal to 20% of our issued and outstanding common stock shall be available for the grantof awards under the 2021 Equity Incentive Plan.

Ifoptions, stock appreciation rights, restricted stock units or any other awards are forfeited, cancelled or expire before being exercisedor settled in full, the shares subject to such awards will again be available for issuance under the 2021 Equity Incentive Plan. If restrictedstock or shares issued upon exercise of an option are reacquired by the Company pursuant to a forfeiture provision, repurchase right orfor any other reason, then such shares will again be available for issuance under the 2021 Equity Incentive Plan. Notwithstanding theforegoing, shares applied to pay the exercise price of an option or satisfy withholding taxes related to any award will not become availablefor issuance under the 2021 Equity Incentive Plan.

Sharesissued under the 2021 Equity Incentive Plan may be authorized but unissued shares or treasury shares. As of the date hereof, awards covering2,263,500 shares of common stock have been granted under the 2021 Equity Incentive Plan.

IncentiveStock Option Limit.    No more than 25,000,000 shares of Common Stock may be issued under the2021 Equity Incentive Plan upon the exercise of ISOs.

Eligibility.    Employees(including officers), non-employee directors and consultants who render services to the Company or a parent or subsidiarythereof (whether now existing or subsequently established) are eligible to receive awards under the 2021 Equity Incentive Plan. ISOs mayonly be granted to employees of the Company or a parent or subsidiary thereof (whether now existing or subsequently established).