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)