Form 8-K - Current report

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): July 11, 2024

 

INNOVATIVE EYEWEAR, INC.

(Exact name of registrant as specified in its charter)

 

Florida		001-41392		85-0734861
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

11900 Biscayne Blvd., Suite 630 North Miami, Florida		33181
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code: [phone]

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.00001 per share		LUCY		The Nasdaq Stock Market LLC
Warrants to purchase Common Stock		LUCYW		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 8.01 Other Events.

 

On July 11, 2024, Innovative Eyewear, Inc. (the “Company”) filed a prospectus supplement to increase the maximum number of shares (the “Shares”) of the Company’s common stock, par value $0.00001 per share, issuable pursuant to the At The Market Offering Agreement between the Company and H.C. Wainwright & Co., dated April 15, 2024.

 

Attached hereto as Exhibit 5.1 to this Current Report is the opinion of Ellenoff Grossman & Schole LLP relating to the legality of the issuance and sale of the Shares.

 

1

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

5.1		Opinion of Ellenoff Grossman & Schole LLP
23.1		Consent of Ellenoff Grossman & Schole LLP (included in Exhibit 5.1)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

2

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: July 11, 2024

 

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

 

3

 

 

Exhibit 5.1

 

1345 AVENUE OF THE AMERICAS, 11th FLOOR NEW YORK, NEW YORK 10017 TELEPHONE: [phone] FACSIMILE: [phone] www.egsllp.com

 

July 11, 2024

 

Innovative Eyewear, Inc.

11900 Biscayne Blvd., Suite 630

North Miami, Florida 33181

 

Re:

Registration Statement on Form S-3 (333-276938)

 

Ladies and Gentlemen:

 

We have acted as counsel to Innovative Eyewear, Inc., a Florida corporation (the “Company”), in connection with (i) the above-referenced registration statement (the “Registration Statement”), relating to the registration by the Company of, among other things, common stock, par value $0.00001 per share (the “Common Stock”), which may be issued from time to time as set forth in the Registration Statement and the prospectus contained therein, and (ii) the prospectus supplement dated July 11, 2024 (the “Prospectus Supplement”) relating to the issue and sale of up to $1,446,737 of shares (the “Shares”) of Common Stock pursuant to the Registration Statement. The Shares are covered by the Registration Statement and we understand that the Shares are to be offered and sold in the manner described in the Prospectus. This opinion is being delivered at the request of the Company and in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated by the Securities and Exchange Commission.

 

For purposes of this opinion, we have examined such documents and reviewed such questions of law as we have considered necessary and appropriate for the purposes of our opinion set forth below. In rendering our opinion, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures and the conformity to authentic originals of all documents submitted to us as copies. We have also assumed the legal capacity for all purposes relevant hereto of all natural persons and, with respect to all parties to agreements or instruments relevant hereto other than the Company, that such parties had the requisite power and authority (corporate or otherwise) to execute, deliver and perform such agreements or instruments, that such agreements or instruments have been duly authorized by all requisite action (corporate or otherwise), executed and delivered by such parties and that such agreements or instruments are the valid, binding and enforceable obligations of such parties. As to questions of fact material to our opinions, we have relied upon certificates of officers of the Company and of public officials.

 

Based upon and subject to the foregoing, we are of the opinion that the Shares being registered under the Registration Statement and the Prospectus Supplement have been duly authorized and, when issued and paid for as described in the Prospectus, will be validly issued, fully paid and non-assessable.

 

 

 

 

The opinions expressed herein are limited to the laws of the Florida Business Corporation Act, the laws of the State of New York and the federal laws of the United States of America, as currently in effect, and no opinion is expressed with respect to any other laws or any effect that such other laws may have on the opinions expressed herein.

 

We consent to the filing of this opinion with the Securities and Exchange Commission as Exhibit 5.1 to the Company’s Current Report on Form 8-K, dated July 11, 2024, which is incorporated by reference in the Prospectus. We also consent to the reference of our firm under the caption “Experts” in the Prospectus and in each case in any amendment or supplement thereto. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 and Section 11 of the Securities Act of 1933, as amended (the “Act”), or the rules and regulations of the Securities and Exchange Commission promulgated thereunder, nor do we admit that we are experts with respect to any part of the Prospectus within the meaning of the term “expert” as used in the Act or the related rules and regulations of the Securities and Exchange Commission promulgated thereunder.

 

	Very truly yours,
	/s/ Ellenoff Grossman & Schole LLP

 

 

 

Cover	Jul. 11, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 11, 2024
Entity File Number	001-41392
Entity Registrant Name	INNOVATIVE EYEWEAR, INC.
Entity Central Index Key	0001808377
Entity Tax Identification Number	85-0734861
Entity Incorporation, State or Country Code	FL
Entity Address, Address Line One	11900 Biscayne Blvd.
Entity Address, Address Line Two	Suite 630
Entity Address, City or Town	North Miami
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33181
City Area Code	(786)
Local Phone Number	785-5178
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Common Stock, par value $0.00001 per share
Title of 12(b) Security	Common Stock, par value $0.00001 per share
Trading Symbol	LUCY
Security Exchange Name	NASDAQ
Warrants to purchase Common Stock
Title of 12(b) Security	Warrants to purchase Common Stock
Trading Symbol	LUCYW
Security Exchange Name	NASDAQ

---