MIAMI, April 29,
2024 /PRNewswire/ -- Innovative Eyewear, Inc.
("Innovative Eyewear" or the "Company") (Nasdaq: LUCY; LUCYW), the
developer and seller of smart eyewear, today announced that it
has entered into a definitive agreement for the
issuance and sale of 4,200,822 shares of its common stock at a
purchase price per share of $0.244 in
a registered direct offering priced at-the-market under Nasdaq
rules. Additionally, in a concurrent private placement, Innovative
Eyewear has also agreed to issue unregistered warrants to
purchase up to 4,200,822 shares of common stock at an exercise
price of $0.244 per share. The
unregistered warrants will be exercisable beginning on the
effective date of stockholder approval of the issuance of the
shares issuable upon exercise of the warrants and will expire five
years from the date of stockholder approval. The offering is
expected to close on or about May 1,
2024, subject to the satisfaction of customary closing
conditions.
H.C. Wainwright &
Co. is acting as the exclusive
placement agent for the offering.
The gross proceeds to Innovative Eyewear from the
offering are expected to be approximately $1.025 million, before deducting the
placement agent's fees and other offering expenses. The
Company currently intends to use the net proceeds from the offering
for working capital and general corporate purposes.
The shares
of common stock offered in the registered direct offering (but excluding the unregistered
warrants or the shares of common stock underlying such
unregistered warrants) described above are being offered pursuant
to a "shelf" registration statement on Form S-3 (Registration No.
333-276938), including a base prospectus, previously filed with the
Securities and Exchange Commission ("SEC") on February 7, 2024, and declared effective by the
SEC on March 29, 2024. The offering
of the shares of common stock are being made only by means of a
prospectus, including a prospectus supplement, forming a part of
the effective registration statement. A final prospectus supplement
and an accompanying base prospectus relating to, and describing the
terms of, the registered direct offering will be filed with the SEC
and will be available on the SEC's website located at
http://www.sec.gov. Electronic copies of the prospectus supplement
and accompanying base prospectus relating to the
registered direct offering, when available, may also
be obtained from H.C. Wainwright & Co., LLC at 430 Park
Ave., New York, New York 10022, by
telephone at (212) 856-5711, or by email at
placements@hcwco.com.
The offer and sale of the unregistered warrants
are being made in a transaction not involving a public offering and
have not been registered under Section 4(a)(2) of the Securities
Act of 1933, as amended (the "Securities Act") and/or Rule 506(b)
of Regulation D promulgated thereunder and, along with the shares
of common stock underlying such unregistered warrants, have not
been registered under the Securities Act or applicable state
securities laws. Accordingly, the unregistered warrants and the
underlying shares of common stock may not be reoffered or resold in
the United States except pursuant
to an effective registration statement or an applicable exemption
from the registration requirements of the Securities Act and such
applicable state securities laws.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy these securities,
nor shall there be any sale of these securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior
to the registration or qualification under the securities laws of
any such jurisdiction.
About Innovative Eyewear,
Inc.
Innovative Eyewear is a developer of cutting-edge
ChatGPT enabled smart eyewear, under the Lucyd®, Nautica®, Eddie
Bauer® and Reebok® brands. True to our mission to Upgrade Your
Eyewear®, our Bluetooth audio glasses allow users to stay safely
and ergonomically connected to their digital lives and are offered
in hundreds of frame and lens combinations to meet the needs of the
optical market. To learn more and explore our continuously evolving
collection of smart eyewear, please visit www.lucyd.co.
Forward Looking Statements
This press release contains certain
forward-looking statements, including those relating to the
completion of the offering, the satisfaction of customary closing
conditions related to the offering and the intended use of proceeds
therefrom and receipt of stockholder approval. Forward-looking
statements are based on the Company's current expectations and
assumptions. The Private Securities Litigation Reform Act of 1995
provides a safe-harbor for forward-looking statements. These
statements may be identified by the use of forward-looking
expressions, including, but not limited to, "anticipate,"
"believe," "continue," "estimate," "expect," "future," "intend,"
"may," "outlook," "plan," "potential," "predict," "project,"
"should," "will," "would" and similar expressions that predict or
indicate future events or trends or that are not statements of
historical matters, but the absence of these words does not mean
that a statement is not forward-looking. The Company undertakes no
obligation to publicly update any forward-looking statement,
whether as a result of new information, future events or otherwise,
except as required by law. Important factors that could cause
actual results to differ materially from those in the
forward-looking statements are set forth in the Company's filings
with the Securities and Exchange Commission, including its annual
report on Form 10-K under the caption "Risk Factors."
Investor Relations Contacts:
Innovative Eyewear, Inc.
Scott Powell
Skyline Corporate Communications Group, LLC
Office: +1 (646) 893-5835
Email: scott@skylineccg.com
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SOURCE Innovative Eyewear, Inc.