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Item 1. Business

2024-03-25 compared with 2023-03-24 · 454 added, 705 removed, 165 unchanged (88% of the section changed)

develop and sell smart eyeglasses and sunglasses, which are designed to allow our customers to remain connected to their digital lives,

while also offering prescription eyewear and sun protection.

Founded and headquartered in Miami, Florida, we were initially organized

as a Florida limited liability company effective August 15, 2019.

We were founded by Lucyd Ltd., the inventor and licensor of the

technology that our products are based upon which is a portfolio company of Tekcapital Europe Ltd.

We develop and sell smart eyeglasses and sunglasses, which are designed to allow our customers to remain connected to their digital lives, while also offering prescription eyewear and sun protection.

Founded and headquartered in Miami, Florida, we were initially organized as a Florida limited liability company effective August 15, 2019.

We were founded by Lucyd Ltd., the inventor and licensor of the technology that our products are based upon, which is a portfolio company of Tekcapital Europe Ltd.

(“Tekcapital”).

based university intellectual property accelerator.

Tekcapital builds portfolio companies around new technologies.

2020, we converted from a Florida limited liability company into a Florida corporation.

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

January 2021, we officially launched our first commercial product, Lucyd Lyte ® (“Lucyd Lyte”).

product offering embodied our goal of 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, and in September 2021, an additional six styles were added.

recently launched version 2.0 of our Lucyd Lyte eyewear, and our current product offering consists of 16 version 1.0 models and 15 version

2.0 models, which offers a similar amount of style variety as many traditional eyewear collections.

All styles are each available with

70 different lens types, resulting in hundreds of variations of products currently available.

Additionally,

Lucyd Lyte glasses enable the wearer to listen to music, take and make calls, and use voice assistants to perform many common smartphone

tasks hands-free.

Some of the many things that can be done with Lucyd Lyte glasses include:

“Send a voice

message to (contact)”:

Tekcapital is a U.K.

based university intellectual property accelerator which builds portfolio companies around new technologies.

On March 26, 2020, we converted from a Florida limited liability company into a Florida corporation.

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

In January 2021, we officially launched our first commercial product, Lucyd Lyte ® (“Lucyd Lyte”).

This initial product offering embodied our goal of 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, and in September 2021, an additional six styles were added.

In February 2023, we launched version 2.0 of our Lucyd Lyte eyewear with 15 different styles, incorporating several key breakthroughs for the smart eyewear product category – including a four-speaker audio array, 12-hour music playback and call time, and improved styling as well as technical upgrades.

In October 2023, we launched six new styles of smart eyewear, branded as Lyte XL, bringing even more advancements – including patent-pending flexible hinges for a more comfortable fit and a wider range of suitable head sizes, significant improvements to speaker and microphone quality, thinner and more ergonomic temples, and post-consumer recycled packaging.

In January 2024, we launched the Nautica ® Powered by Lucyd smart eyewear collection in eight different styles, along with various branded accessories including a power brick, cleaning cloth, and a slipcase adorned with the iconic Nautica sail logo.

Our current product offering consists of 29 different models, which offers a similar amount of style variety as many traditional eyewear collections.

All styles are each available with 80+ different lens types, resulting in thousands of variations of products currently available.

The Company currently has over 100 licensed patents and applications.

Our smartglasses enable the wearer to listen to music, take and make calls, and use voice assistants to perform many common smartphone tasks hands-free.

Some of the many things our customers can do with their Lucyd Lyte glasses include:

“Send a voice message to (contact)”:

this command begins the recording of an audio message to be sent to named contact.

“Send a text to

“Send a text to (contact)”:

begins recording of a speech-to-text message to be sent by SMS to named contact.

2 unchanged sentences

“Send $___ to (contact)”:

this command allows our user to send money to a contact via Venmo or Apple Pay.

this command allows the user to send money to a contact via Venmo or Apple Pay.

Follow the digital assistant’s prompts to confirm.

“Check my messages”:

this command reads out our user’s latest incoming text messages and offers a prompt to reply to each.

Close out the digital assistant

to end the readout.

this command reads out the user’s latest incoming text messages and offers a prompt to reply to each.

Close out the digital assistant to end the readout.

“Check my mailbox”:

this command announces the number of unread emails, and reads them out with a prompt to continue after each one.

In the prompt after

each one, our customers can tell their digital assistant “Reply” and dictate an email response to the previous email.

“Find (cuisine type) food

this command reads through a list of nearby restaurants and their ratings, and prompts our user for directions or to call

after each one.

In the prompt after each one, the user can tell their digital assistant “Reply” and dictate an email response to the previous email.

“Find (cuisine type) food nearby”:

this command reads through a list of nearby restaurants and their ratings, and prompts the user for directions or to call after each one.

“Call me 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’s location.

this command prompts the user on which type of Uber ride they want, then asks to confirm to send a car to the user’s location.

“What time is it?”:

5 unchanged sentences

“Take a memo”:

begins recording a speech-to-text memo in Notes.

this command begins recording a speech-to-text memo in Notes.

Say “Read my Notes” to play back.

the launch of Lucyd Lyte, we witnessed interest and demand from customers throughout the United States and have sold thousands of our

smart glasses.

Within six months of the launch of Lucyd Lyte, several optical stores in the United States and Canada have on- boarded

the product and we have had discussions with several other large eyewear chains (by number of locations) regarding onboarding our product.

We believe smart eyewear is a product category whose time has come, and we believe we are well positioned to capitalize on and help develop

this exciting new sector–where eyewear meets electronics in a user-friendly, mass market format, priced similarly to designer eyewear.

first quarter of 2022 we introduced a virtual try-on kiosk for select retail stores.

This device introduces our products to prospective

retail customers and enables them to digitally try-on our line of smart glasses in a touch free manner.

anticipate introducing six styles of Nautica smart eyewear, six to twelve additional styles of Lucyd Lyte glasses, and our first Bluetooth

safety glasses in 2023.

In addition, we anticipate the following upgrades to accessory products in 2023:

patent-pending Lucyd charging dock will be upgraded to feature a charging status LED and

USB data capability, enabling it to be used as a USB hub for computers in addition to a charging

Lucyd virtual try-on kiosk will be upgraded with a store control panel enabling the kiosk

owner to change the display into Spanish language mode and control which frames and lens

options are shown in the digital experience.

the fourth quarter of 2022, we introduced key features in the Vyrb app, including live broadcasts for up to 100 users in one digital

“room”, and the ability to upload external audio content into Vyrb, enabling longstanding content creators to import their

existing libraries swiftly into the platform.

Also in the fourth quarter of 2022, we completed development of core audio eyewear product

improvements, such as upgrading all frames to quadraphonic sound, which have been rolled out across all new eyewear models as of January 2023.

mission is to Upgrade Your Eyewear ® .

Our smart eyewear is a fusion of headphones with glasses, bringing vision correction

and protection together with digital connectivity and clear audio, while also offering a safer solution for listening to music outdoors

(as compared to in-ear headphones).

The convenience of having a Bluetooth headset and comfortable glasses in one, especially for those

who are already accustomed to all-day eyewear use, offers a lifestyle upgrade at a price most consumers can afford.

a sense, we view this integration of technology and vison correction/protection as the next evolutionary step in the development of eyewear.

Since the launch of Lucyd Lyte, we witnessed interest and demand from customers throughout the United States and have sold thousands of our smart glasses.

Within six months of the launch of Lucyd Lyte, several optical stores in the United States and Canada have on- boarded the product and we have had discussions with several other large eyewear chains regarding on-boarding our product.

We believe smart eyewear is a product category whose time has come, and we believe we are well positioned to capitalize on and help develop this exciting new sector – where eyewear meets electronics in a user-friendly, mass market format, priced similarly to designer eyewear.

In first quarter of 2022 we introduced a virtual try-on kiosk for select retail stores.

This device introduces our products to prospective retail customers and enables them to digitally try-on our line of smart glasses in a touch-free manner.

This system was later upgraded in 2023.

In the fourth quarter of 2022, we completed development of core audio eyewear product improvements, such as upgrading all frames to quadraphonic sound, which have been rolled out across all of our new eyewear models.

We completed development of many new styles of smart eyewear for our new licensed brands in 2023, anticipating all three licensed collections to launch in 2024.

In addition, we completed the following upgrades to accessory products in 2023:

The patent-pending Lucyd charging dock was upgraded to version 2.0 edition, featuring auto-adjusting connectors to fit any size of smart eyewear we produce, a new charging status LED, and USB data capability, enabling it to be used as a USB hub for computers in addition to a charging hub.

The Lucyd virtual try-on kiosk was replaced with a fully modular display system, with eight available components for stores to mix and match to suit their display needs.

The display can be deployed as a countertop display or freestanding, making it suitable for almost any retail environment.

The Vyrb app launched in open beta on iOS and Android app stores in 2021, as the Company’s first social media platform.

In 2022, we introduced key features in the Vyrb app, including live broadcasts for up to 100 users in one digital “room,” and the ability to upload external audio content into Vyrb, enabling longstanding content creators to import their existing libraries swiftly into the platform.

In the first quarter of 2023, we introduced several new features for the Vyrb app, including market-leading audio accessibility features for social media, such as the ability to create and listen to a feed of audio content completely hands-free, using unique voice assistant commands created for the app.

We plan to continue to develop the expansive Vyrb platform into a feature-rich social toolbox for customers.

This includes the introduction of revenue-generating features such as native ads and in-app upgrades, as well as gamification features such as a points and rewards system.

Some new features are planned to launch in 2024, including a fully upgraded user interface.

Once this update to the interface is completed, the app will be considered officially launched, and the Company will begin to promote it and capitalize on it in earnest.

In April 2023, we introduced another major software upgrade for our glasses with the launch of the Lucyd app for iOS and Android.

This free application enables the user to converse with the extremely popular ChatGPT AI language model on our glasses, to instantly gain the benefit of one of the world’s most powerful AI assistants in a hands-free ergonomic interface.

The app deploys a powerful and unique Siri integration with the Open AI API for ChatGPT, developed internally by the Company.

The Company has filed a patent application related to this software upgrade.

We believe this development makes our Lucyd eyewear perhaps the smartest smartglasses available today, represents a significant marketing opportunity for the Company’s core smartglass product, and creates a potential in-app purchase revenue stream for the Company.

Our mission is to Upgrade Your Eyewear ® .

Our smart eyewear is a fusion of headphones with glasses, bringing vision correction and protection together with digital connectivity and clear audio, while also offering a safer solution for listening to music outdoors (as compared to in-ear headphones).

The convenience of having a Bluetooth headset and comfortable glasses in one, especially for those who are already accustomed to all-day eyewear use, offers a lifestyle upgrade at a price most consumers can afford.

In a sense, we view this integration of technology and vison correction/protection as the next evolutionary step in the development of eyewear.

Over the entire course of eyewear development and history, many of the innovations have dealt with improving the lenses of the glasses.

Notably, eyewear frames have not improved much in the past 400 years, with the exception, in our view, of the utilization of plastic

to reduce weight and provide a wider range of designs and finishes, and the introduction of new hinge types.

We view the integration

of Bluetooth technology into the arms of the glasses as one of the key next steps to Upgrade Your Eyewear ® .

focus is to enhance one of the world’s most important wearables:

Additionally,

as part of our commitment to a great customer experience, we listen to feedback from our customers, and continuously strive to improve

customer satisfaction and experience with our products.

Our customers’ extensive feedback pointed to a need and desire for better

interaction with social media while on-the-go.

We are addressing this need by developing an exciting software application called Vyrb™,

which enables Lucyd Lyte users to hear and reply to social media posts, with their voice, hands-free, through their glasses (“Vyrb”).

Other Vyrb users will be able hear these posts.

Additionally, Vyrb offers Lucyd Lyte users external social media sharing features, which

allow posts made on Vyrb to be exported to other platforms such as Facebook, Twitter and Instagram.

We launched Vyrb in December 2021

for both iOS and Android, and we believe that Vyrb is one of the first social applications designed specifically with a focus on smart

glasses and other voice enabled wearables.

We subsequently expanded Vyrb’s capabilities through software upgrades released in the

fourth quarter of 2022, and anticipate the commercial launch of Vyrb in the fourth quarter of 2023.

have made strong strides towards our goal of making smart eyewear accessible to the mass market.

Several developments towards this end

include developing our smart frames in two temple lengths, with a third length planned for 2023;

the introduction of smart eyewear specifically

for women and youth, which are typically missing from similar offerings;

and the introduction of smart eyewear for adults with petite

or narrow faces.

In addition, we have launched an expansive offering consisting of 16 version 1.0 models and 15 version 2.0 models so

far, which offer a similar amount of style variety as many traditional eyewear collections.

When paired with the Vyrb application, Lucyd

Lyte glasses will provide a new and safer wearable user experience suitable for everyone.

goal is to become a meaningful player in the smart eyewear market.

Innovative Eyewear’s early successes have shown our ability

to not only compete, but to lead in this rapidly changing and expanding technological eyewear market, and our goal is to continue spearheading

innovation in the field.

donate an optical frame for every Lucyd Lyte sold at retail locations.

are also very active in supporting the various communities we serve through donations and support.

From the beginning, Innovative Eyewear

has supported those in need through its donation of glasses frames to New Eyes ( https://new-eyes.org/about-us ), a charity dedicated

to helping children and adults in need of eyewear.

Notably, eyewear frames have not improved much in the past 400 years, with the exception, in our view, of the utilization of plastic to reduce weight and provide a wider range of designs and finishes, and the introduction of new hinge types.

We view the integration of Bluetooth technology into the arms of the glasses as one of the key next steps to Upgrade Your Eyewear ® .

Our focus therefore is to enhance one of the world’s most important wearables:

Additionally, as part of our commitment to a great customer experience, we listen to feedback from our customers, and continuously strive to improve customer satisfaction and experience with our products.

Our customers’ extensive feedback pointed to a need and desire for better interaction with social media while on-the-go.

We are addressing this need by developing an exciting software application called Vyrb, as described above.

We have made strong strides towards our goal of making smart eyewear accessible to the mass market.

Several developments towards this end include developing our smart frames in multiple temple lengths;

the introduction of smart eyewear specifically for women and youth, which are typically missing from similar offerings;

and the introduction of smart eyewear for adults with petite or narrow faces.

Our expansive product offering currently consists of 29 different models, which offers a similar amount of style variety as many traditional eyewear collections.

When paired with the Vyrb application, Lucyd Lyte glasses will provide a new and safer wearable user experience suitable for everyone.

Our goal is to become a meaningful player in the smart eyewear market.

Our company’s early successes have demonstrated our ability to not only compete, but to lead in the rapidly changing and expanding technological eyewear market, and we intend to continue spearheading innovation in the field.

We donate an optical frame for every Lucyd Lyte sold at retail.

We are also very active in supporting the various communities we serve through donations and support.

From the beginning, Innovative Eyewear has supported those in need through our donation of glasses frames to New Eyes ( https://new-eyes.org/about-us ), a charity dedicated to helping children and adults in need of eyewear.

We’ve partnered with New Eyes because they fit the Lucyd brand mission:

the vision of people all over the world, and we believe that it simply is the right thing to do.

Additionally,

university students, educators, healthcare workers, uniformed service members, and veterans are eligible for an ongoing 18% discount

off all frames and lens upgrades on www.lucyd.co .

Competitive Strengths

Unique Solution to a Common Problem .

While immensely useful, smartphones can present a safety hazard to motorists,

pedestrians and cyclists because smartphones can distract people from the task or activity at hand.

In 2021, pedestrian deaths were at

a 40-year high according to the Governors Highway Safety Association, and experts believe smartphones were partially to blame.

data from the Governors Highway Safety Association indicates that from 2010 to 2020, the number of pedestrian deaths rose by 54%, while

all other traffic deaths increased by 13% (Pedestrian Traffic Fatalities by State:

enhancing the vision of people all over the world, and we believe that it simply is the right thing to do.

We have also participated in a partnership with the Miami Rescue Mission to support our local community with eyewear.

Our most recent donation was in December 2023 and consisted of 3000 eyeglass, sunglass, and reading glass frames.

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

Our Market Opportunity

One of our key opportunities is converting traditional eyeglass and sunglass wearers to smart eyewear consumers since these customers are already familiar with wearing optical products.

According to a 2021 report of the Vision Council, a non-profit trade association that serves member companies of the optical industry, there are 167 million prescription and 224 million non-prescription glasses wearers in the United States.

As many as four billion people worldwide wear glasses, according to an article published by Reference.com in April 2020.

According to Statista, the total addressable market for eyewear in the U.S.

is projected to be $35.2 billion in 2024.

The market for digital assistants like Siri, Google Voice, Bixby, and Alexa has grown rapidly worldwide, and is projected at $4.5 billion in revenue in 2023.

We view the popularity of voice assistants as an important catalyst for the smart eyewear market since hands-free access to voice-based AI is a notable feature thereof.

The common denominator among markets for the hearables and digital assistant is that they facilitate real-time access to digital data, whether it is through music, calls, navigational directions, or information, among other uses.

The combination of hearables and digital assistants provides a transparent, ergonomic interface between the users and their digital lives.

At Innovative Eyewear, we are dedicated to a touch-free interface and untethering our customers eyes from their smartphone screens, through our smart eyewear product.

The synergistic fusion of these three markets (eyewear, digital assistants, and hearables) enables, in our view, an opportunity to create a completely new experience of connected eyewear, which smoothly delivers the functionality of both optical glasses and headphones, eliminating the need for either on its own.

Nevertheless, several orthodoxies of the eyewear industry still hold, namely:

if you want to sell a lot of eyewear, we believe it should be attractive, stylish, comfortable (e.g., lightweight, which we believe to be approximately one ounce), and cost roughly the same as traditional eyewear.

This is what we have sought to achieve, and in our view have accomplished with the introduction of Lucyd Lyte eyewear.

A key indicator of the potential future success of smart eyewear in the consumer market is the rise of smartwatches, which as early as 2018 have intermittently surpassed traditional wristwatches in unit sales in the United States.

We believe that the similarities between smartwatches and smart eyewear compared to their traditional counterparts indicate that the future of eyewear will also be smart .

Our Business Strategy

When we initially organized Innovative Eyewear four years ago, there was, in our view, no attractive smart eyewear that addressed the basic consumer need for good looking designer glasses that were stylish, comfortable, lightweight, and provided the functionality of hearables, and priced around the same as regular glasses.

At the core of our strategy are the following principles:

Consumers prefer smart eyewear that looks and feels like traditional glasses and sunglasses;

this is a key element in the design of all of our frames, and makes it easier for traditional eyewear users to switch to our products.

For a smart eyewear line to achieve mass market penetration, it should cost a similar amount to traditional designer eyewear, especially while the category is still emerging and most consumers and not yet familiar with it.

Smart eyewear must be user-friendly and have an interface that is easy to navigate by the wearer, even when their hands are wet or gloved.

As such, we deploy highly tactile interfaces on our eyewear.

The battery life of smart eyewear should be sufficient to support smart functionalities throughout the day without needing to be recharged mid-day.

Rather than burdening our hardware with mechanical features such as cameras and microdisplays which may be unnecessary for many users, we instead leverage software platforms that can add functionality without increasing the weight or size of the frames.

By adhering to the above principles, we can eliminate any “costs of switching” from traditional eyewear to smart eyewear, and build customer lifetime value by offering a more powerful combination of fashion, smart features, and vision correction and protection than available from other companies.

All of our products are designed in Miami, manufactured in China, and sold through e-commerce channels, including on our website (Lucyd.co), BestBuy.com, DicksSportingGoods.com, Brookstone.com, and Amazon.com, and sold by over 300 optical and sporting goods retailers.

Additionally, we are pursuing online and in-store big box retailers, and in-store and online specialty retailers.

Based on the existing demand for our products, current distribution, and recently consummated supply agreements, we anticipate that our products will be available in a significant number of new third-party retail locations in 2024.

We believe that people care about what they wear on their faces, and because we understand that customers have diverse preferences about the shape, size, and design of their eyewear, we aim to continuously introduce new models in an effort to offer a wide variety of designs.

We continuously present new models of eyewear to our network of followers to vote on those styles they find most appealing.

We view this as community approved design.

The smart eyewear industry in which we operate is competitive and subject to changes in practice.

While we believe that our products are a hybrid of eyeglasses and Bluetooth audio technology, which gives us a unique product that provides us with competitive advantages, we may face competition from many different entities now and in the future.

Currently, we face competition from the following products:

Bose Corporation’s Bose Frames .

These are a Bluetooth eyewear product, but in a bulkier form factor and with what we believe to be comparable audio quality at a higher list price ($249 MSRP) than Lucyd Lyte 2.0 ($149-$199).

However, Bose has recently announced plans to withdraw from the smart eyewear market.

Key advantages of Lucyd Lyte over Bose Frames :

Our glasses are lighter weight, have twice the playback battery life, are offered in 29 styles compared to three styles for Bose, and have a more traditional optical form factor for all-day wear.

Amazon’s Carrera Echo Glasses (Third Gen) .

Another entry in the Bluetooth eyewear space, offered at a $329 - $389 list price.

Not available directly from the manufacturer in prescription, and in only two frame shapes.

The cost of the Amazon Echo Glasses is higher than Lucyd Lyte.

While lightweight like Lucyd Lyte glasses, Amazon Echo Glasses have, in our view, a less fashionable form factor, and the battery life is about half of that of Lucyd Lyte.

Key advantages of Lucyd Lyte over Echo Glasses :

Our glasses are not “always-listening” for voice commands like Echo Frames are (which raises privacy concerns and reduces battery life), our glasses are available in 29 styles compared to two for the latest Echo Frames, our glasses look more seamless so they better match the form factor of traditional eyewear, and our glasses are more affordable at $149 - $199.

Snapchat Spectacles .

This is a camera-focused smart eyewear product and, in our view, not a direct competitor with our products due to its style, weight, pricing, and suitability for all-day wear.

However, Snapchat Spectacles may introduce further entries in the space that may directly compete with Lucyd Lyte.

Snapchat Spectacles version 3 have a list price of $380.

Key advantages of Lucyd Lyte over Spectacles :

Our glasses have more audio and AI features, are lighter and prescription-ready, are available in many more styles than this single SKU (stock-keeping unit) line, and cost half the price.

Ray-Ban Meta Glasses .

Developed in association with Facebook, these are a camera-focused smart eyewear product, and despite the fact they are available in prescription, in our view not a direct competitor.

Ray-Ban may, however, introduce further entries in the space that may directly compete with Lucyd Lyte.

Ray-Ban Spectacles have a well-known and respected brand, and a list price starting at $299, which makes them 100% more expensive than base models of Lucyd Lyte.

Key advantages of Lucyd Lyte over Meta Glasses :

Stories weigh considerably more than Lucyd Lyte glasses (20% - 70% more, depending upon the Lyte model), have a shorter battery life, thicker temple profiles, are not water resistant, and the cameras and required connection to a Facebook account raise privacy concerns.

All of the competitors discussed above have substantially greater manufacturing, financial, research and development, personnel, and marketing resources than we do.

As a result, although we believe our products are currently superior, our competitors may be able to develop superior products, and compete more aggressively and sustain their competitive advantage over a longer period of time than us.

Our products may be rendered obsolete in the face of competition.

Our Competitive Strengths

A Unique Solution to a Common Problem .

While immensely useful, smartphones can present a safety hazard to motorists, pedestrians, and cyclists because smartphones can distract people from the task or activity at hand.

In 2022, pedestrian deaths were at a 40-year high according to the Governors Highway Safety Association, and experts believe smartphones were partially to blame.

Recent data from the Governors Highway Safety Association indicates that from 2010 to 2021, the number of pedestrian deaths rose by 77%, while all other traffic deaths increased by 25% (Pedestrian Traffic Fatalities by State:

2022 Preliminary Data – (https://www.ghsa.org/resources/Pedestrians23).

We believe that the distraction created by smartphones originates in two forms:

(1) via headphones or earbuds, where the user is

deprived of full audible situational awareness;

and, (2) via the visual interface of the phone, which distracts the user completely from

their surroundings.

Lucyd Lyte open ear audio helps address this problem by having the speakers mounted at the temples (in the arms)

of the glasses.

There is nothing in the ear canal and, as a result, individuals can better maintain situational awareness, such as hearing

the traffic around them, as well as nearby sounds.

Many of our competitors have relatively bulky speakers enclosed within the temples,

while Lucyd Lyte’s speakers and temples are thin, which allows them to look similar to traditional designer glasses.

through the quick and easy touch controls on the Lucyd Lyte, the wearer can perform many tasks that they would normally pull out their

phone for, untethering the eyes of the user from their smartphones throughout the day and enabling them to remain more visually vigilant

and aware of the traffic around them.

Price Point .

Our Lucyd Lyte eyewear provides both optical-quality glasses and a Bluetooth headset together,

at roughly the same price as a traditional pair of designer glasses, which is core to the disruptive potential of our product.

Lyte line of smart eyewear enables prescription and sunglass wearers to interact with digital assistants and social media without having

to take their eyes off the road and are nearly handsfree, thereby improving the safety and convenience of taking calls, listening to

music and audibly accessing digital information on the go.

The Manufacturer’s Suggested Retail Price (“MSRP”) for Lucyd

Lyte 2.0 eyewear starts at $199, with advanced options and customizations available at higher price points, which are at the discretion

of the customer.

(1) via headphones or earbuds, where the user is deprived of full audible situational awareness;

and (2) via the visual interface of the phone, which distracts the user completely from their surroundings.

Lucyd Lyte open-ear audio helps address this problem by having the speakers mounted at the temples (in the arms) of the glasses.

There is nothing in the ear canal and, as a result, individuals can better maintain situational awareness, such as hearing the traffic around them, as well as nearby sounds.

Many of our competitors have relatively bulky speakers enclosed within the temples, while Lucyd Lyte’s speakers and temples are thin, which allows them to look similar to traditional designer glasses.

Furthermore, through the quick and easy touch controls on Lucyd Lyte glasses, the wearer can perform many tasks for which they would normally pull out their phone – thus our glasses help untether the eyes of the user from their smartphones throughout the day and enable them to remain more visually vigilant and aware of the traffic around them.

Affordable Price Point .

Our Lucyd Lyte eyewear provides both optical-quality glasses and a Bluetooth headset together, at roughly the same price as a traditional pair of designer glasses, which is core to the disruptive potential of our product.

Our Lucyd Lyte line of smart eyewear enables prescription and sunglass wearers to interact with digital assistants and social media without having to take their eyes off the road and are nearly hands-free, thereby improving the safety and convenience of taking calls, listening to music, and audibly accessing digital information on the go.

The Manufacturer’s Suggested Retail Price (“MSRP”) for Lucyd Lyte 2.0 eyewear starts at $149, with advanced options and customizations available at higher price points, which are at the discretion of the customer.

A basic prescription lens upgrade is offered for $40.

By comparison, most of our U.S.-based competitors offer products

that are more expensive, starting at approximately $249 or higher, with higher costs to add prescriptions.

of our frames can be outfitted in-house or by optical resellers with any combination of prescription, sunglass, readers and blue light

By comparison, most of our U.S.-based competitors offer products that are more expensive, starting at approximately $249 or higher, with higher costs to add prescriptions.

All of our frames can be outfitted in-house or by optical resellers with any combination of prescription, sunglass, reading, and blue light lens formats.

Our frame fronts are made with what we believe are high quality optical materials to ensure easy lens fitting by any optician.

Product Offering .

There are 70 lens types available for Lucyd Lyte, making it the most customizable smart

eyewear in the world.

Innovative Eyewear has a partnership with a high-quality optical lab in Boston to produce prescription and custom

lenses for our frames quickly and affordably.

Our contract with a third-party optical lab also allows us to offer direct prescription

fulfillment to our customers.

just 1.0-1.45 ounces, our eyewear has a feather-light fit, suitable for all day vision correction or sun protection (traditional glasses

weigh about 1 ounce).

Customizable Product Offering .

There are 80+ lens types available for Lucyd Lyte, making it the most customizable smart eyewear in the world.

Innovative Eyewear has a partnership with a high-quality optical lab in Boston to produce prescription and custom lenses for our frames quickly and affordably.

Our contract with a third-party optical lab also allows us to offer direct prescription fulfillment to our customers.

At just 1.0 - 1.5 ounces, our eyewear has a feather-light fit, suitable for all day vision correction or sun protection (traditional glasses weigh about 1 ounce).

This is especially important while on the go.

Our 1.0 ounce titanium aviators are among the lightest smart eyewear

Battery Life .

At 12 hours of playback per charge, Lucyd Lyte 2.0 glasses outpace most, if not all, of the

competition on battery life.

Light Business Model .

All of our products are sold through multiple e-commerce channels, including on our

website (Lucyd.co), BestBuy.com, DicksSportingGoods.com and Amazon.com, and are distributed through optical or other retailers (such

as, but not limited to, Metro Optics Eyewear and Marca Eyewear Group, Inc.).

We believe this capital light approach is highly scalable

and efficient in the deployment of resources.

We view “capital light” as being more efficient by obviating the need to build

factories and retail stores, while partnering with existing companies in both of these groups.

Multiple-Channel

We sell our products both through multiple online channels and multiple categories of brick-and-mortar

retail stores.

We believe this multi-channel approach provides us with an advantage against our competitors who sell in a narrower selection

Management Team .

We have an experienced board of directors with more than 80 years of combined experience

in the eyewear industry, and a management team with substantial experience in software and electronics engineering and operating eyewear

and technology companies.

Business Strategy

we organized Innovative Eyewear two years ago, there were, in our view, no attractive smart eyewear that addressed the basic consumer

need for good looking designer glasses that were stylish, comfortable, lightweight and provided the functionality of hearables, and priced

around the same as regular glasses.

of our products are designed in Miami, manufactured in China, and sold through e-commerce, channels, including on our website (Lucyd.co),

BestBuy.com, DicksSportingGoods.com and Amazon.com, or sold by over 200 optical and sporting goods retailers.

Additionally, we are pursuing

online and in-store big box retailers, and in-store and online specialty Based on the existing demand for our products, current distribution

and recently consummated supply agreements, we anticipate that our products will be available in a significant number of new third-party

retail locations in 2023.

believe that people care about what they wear on their faces, and because we understand that customers have diverse preferences about

the shape, size, and design of their eyewear, we aim to continuously introduce new models in an effort to offer a wide variety of designs.

We continuously present new models of eyewear to our network of followers to vote on those styles they find most appealing.

as community approved design.

have two major sales channels:

(1) e-commerce via Lucyd.co and Amazon and, (2) our ongoing development of a network of eyewear, sporting

goods and electronics resellers, including but not limited to, BestBuy.com, DicksSportingGoods.com and Brookstone, to offer our frames.

Most of our resellers are experienced opticians who provide valuable feedback that informs the development of our product lines, which

we would not receive if we were solely direct to consumer.

Additionally, we have a robust presence on multiple e-commerce and social

media platforms, which facilitates several customer on-ramps for the Lucyd brand, and numerous ad campaign strategies.

Building on our

early successes of driving traffic to Lucyd.co, the website run by a subsidiary of our majority stockholder, from Facebook and TikTok,

we deploy high quality content on multiple platforms to continuously keep customers engaged and drive brand awareness.

have two levels of margins, one for business to consumers (“B2C”), and one for business to business (“B2B”).

Our 1.0 ounce titanium aviators are among the lightest smart eyewear ever made.

Long Battery Life .

At 12 hours of playback per charge, our current product offering of Lucyd eyewear outpaces most, if not all, of the competition on battery life.

Capital Light Business Model .

All of our products are sold through multiple e-commerce channels, including on our website (Lucyd.co), BestBuy.com, DicksSportingGoods.com and Amazon.com, and are distributed through optical or other retailers (such as, but not limited to, Metro Optics Eyewear and Marca Eyewear Group, Inc.).

We believe this capital light approach is highly scalable and efficient in the deployment of resources.

We view “capital light” as being more efficient by obviating the need to build factories and retail stores, while partnering with existing companies in both of these groups.

Multiple-Channel Approach .

We sell our products both through multiple online channels and multiple categories of brick-and-mortar retail stores.

We believe this multi-channel approach provides us with an advantage against our competitors who sell in a narrower selection of channels.

Experienced Management Team .

We have an experienced board of directors with more than 100 years of combined experience in the eyewear industry, and a management team with substantial experience in software and electronics engineering and operating eyewear and technology companies.

We have two major sales channels:

(1) e-commerce via Lucyd.co and Amazon, and (2) our ongoing development of a network of eyewear, sporting goods, and electronics resellers, including but not limited to, BestBuy.com, DicksSportingGoods.com, and Brookstone, to offer our frames.

Most of our resellers are experienced opticians who provide valuable feedback that informs the development of our product lines, which we would not receive if we were solely direct to consumer.

Additionally, we have a robust presence on multiple e-commerce and social media platforms, which facilitates several customer on-ramps for the Lucyd brand, and numerous ad campaign strategies.

Building on our early successes of driving traffic to Lucyd.co, the website run by a subsidiary of our largest stockholder, from Facebook, Instagram, and TikTok, we deploy high quality content on multiple platforms to continuously keep customers engaged and drive brand awareness.

We have two levels of margins, one for business to consumers (“B2C”), and one for business to business (“B2B”).

The majority of our sales have been through e-commerce with current gross margins of approximately 69%;

retail sales have gross margins

of approximately 40%.

wholesale sales have gross margins of approximately 32%.

Lens upgrades sold on Lucyd.co have a standardized profit margin of approximately 35%.

As a company still in an

early growth stage, we are investing heavily in our B2C and B2B efforts to capture as much market share as possible, which included in

fiscal year 2022 several activities which impacted the gross deficit.

Among these promotional activities were single-item B2C discounts,

heavy B2B discounts on large bulk orders, a large number of free sample units provided to media, influencers and reviewers, and significant

spending on upsells, promo items, and merchandising materials which were in many cases given to B2C and B2B customers for free.

Additionally,

the logistical costs of the high number of B2C returns in fiscal year 2022 contributed to the deficit.

However, with the better establishment

of the Lucyd brand expected in 2023, and with the current improvements to the product and increase in MSRP by $50, we expect to neutralize

the gross deficit in fiscal year 2023 as our per-unit profitability is increasing.

We expect that our retail sales will account for the

majority of our sales by the end of 2023.

As a company still in an early growth stage, we are investing heavily in our B2C and B2B efforts to capture as much market share as possible, which included in fiscal years 2022 and 2023 several activities which impacted the gross deficit.

Among these promotional activities were various B2C discounts, heavy B2B discounts on large bulk orders, a large number of free sample units provided to media, influencers, and reviewers, and significant spending on upsells, promo items, and merchandising materials which were in many cases given to B2C and B2B customers for free.

Customer retention was also a priority in 2023, so providing exchanges on orders with custom lenses that didn’t meet consumer expectations, and exchanges for frames which didn’t fit the customer properly, impacted our deficit.

However, with the change to a higher quality supplier in 2023, we had a reduction in the percentage of orders that were returned, and improved user feedback.

Further improvements to fit, finish and audio quality introduced with the Lyte XL line in late 2023 further improved our market reception.

Our online retail sales accounted for the majority of our sales in 2023.

E-commerce Channels

Company website:

is our primary e-commerce point of sale.

The site offers the most customization options of any of our sales channels and a full prescription

lens lab, offering a total of 70 different lens combinations (21 key lens tints offered in plano, single prescription and progressive

Lucyd.co is our primary e-commerce point of sale.

The site offers the most customization options of any of our sales channels and a full prescription lens lab, offering over 80 different lenses (21 key lens tints offered in plano, single prescription and progressive bifocal;

seven types of reading lenses).

Additionally, the Lucyd website ships worldwide and is used to provide a quick and smooth buying

Amazon.com/lucyd

is our brand shop on Amazon.

It drives approximately half of our online sales, but limits the number of variations we can offer on our

frames (e.g., prescription lenses are not permitted on Amazon).

However, through Amazon, we are still able to offer color lens sunglass

variants and blue light blocker pairs, in addition to our charging dock accessory item.

We are constantly testing traffic flow to Lucyd.co

Amazon to ensure our online ad spend is fully optimized.

Walmart.com, BestBuy.com,

DicksSportingGoods.com, Brookstone.com, eBay and Touch of Modern

addition to our key online sales channel through Lucyd.co, our products are also sold on Walmart.com, BestBuy.com, DicksSportingGoods.com,

Brookstone.com, and eBay.

Additionally, the Lucyd website ships worldwide and is used to provide a quick and smooth buying experience.

Amazon.com/lucyd is our brand shop on Amazon.

It drives approximately half of our online sales, but limits the number of variations we can offer on our frames (e.g., prescription lenses are not permitted on Amazon).

However, through Amazon, we are still able to offer color lens sunglass variants and blue light blocker pairs, in addition to our charging dock accessory item.

We continually monitor and test traffic flow to Lucyd.co versus Amazon.com to ensure our online ad spend is fully optimized.

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

In addition to our key online sales channel through Lucyd.co, our products are also sold on Walmart.com, BestBuy.com, DicksSportingGoods.com, Brookstone.com, and eBay.

Social Selling

only do we use social media to drive traffic to our main sales channels, but we also take advantage of intra-social shops as well, and

have deployed shopping experiences through Facebook, Instagram and TikTok to gain further brand awareness.

also offer two affiliate platforms via shareasale.com and Shopify for peer-driven sales.

The Shareasale program is for professional affiliate

and deal promotion companies, and increases revenue on Lucyd.co by offering direct commissions in exchange for converting web traffic.

The Shopify affiliate program enables Lucyd brand enthusiasts to get a financial reward for sharing the brand, and operates on similar

terms as the Shareasale program where we provide a commission rate in exchange for converting web traffic.

Independent Eyewear

core of our B2B business is formed by our relationship with numerous eyewear store retailers across the United States and Canada, which

provide Lucyd Lyte frames directly to their optical customers.

Many of these retail stores have placed multiple stocking orders since

launching our wholesale business in June 2021.

To support our resellers, we offer a strong co-op marketing program that includes

free store display materials.

As part of this strategy, we have launched a digital try-on kiosk for our resellers to help educate their

in-store customers about Lucyd eyewear, and increase our brand’s physical presence in the optical industry.

We have launched our

in-store digital try-on kiosk to key retailers in December 2021 and we have upgraded the kiosk’s capabilities to allow for

the customer to try different lens tints, explore an FAQ, download the company’s Vyrb™ social app, and enable in-store reordering

from the kiosk.

Not only do we use social media to drive traffic to our main sales channels, but we also take advantage of intra-social shops as well, and have deployed shopping experiences through Facebook, Instagram, and TikTok to gain further brand awareness.

We also offer two affiliate platforms via Shareasale.com and Shopify for peer-driven sales.

The Shareasale program is for professional affiliate and deal promotion companies, and increases revenue on Lucyd.co by offering direct commissions in exchange for converting web traffic.

The Shopify affiliate program enables Lucyd brand enthusiasts to get a financial reward for sharing the brand, and operates on similar terms as the Shareasale program where we provide a commission rate in exchange for converting web traffic.

Retail Channels

Independent Eyewear Stores

The core of our B2B business is formed by our relationship with numerous eyewear store retailers across the United States and Canada, which provide Lucyd Lyte frames directly to their optical customers.

Many of these retail stores have placed multiple stocking orders since launching our wholesale business in 2021.

To support our resellers, we offer a strong co-op marketing program that includes free store display materials.

As part of this strategy, we provide digital try-on kiosks to our resellers to help educate their in-store customers about Lucyd eyewear and increase our brand’s physical presence in the optical industry.

In 2023, the Lucyd virtual try-on kiosk was replaced with a fully modular display system, with eight available components for stores to mix and match to suit their display needs.

The display can be countertop or freestanding, making it suitable for almost any retail environment.

National Eyewear Chains

eyewear is currently being evaluated by multiple leading eyewear chains in the United States for potential inclusion in their brick-and-mortar

After the recent introduction of Ray Ban Stories smart eyewear, many retailers are keen to include one or more smart eyewear

products in their stores and on their e-commerce platforms.

Based on our current discussion with several major optical chains (by store

size), we believe at least one major optical chain or national optical buying group will onboard our product line in 2023.

Big Box Retail Stores

(Electronics, sporting goods, general merchandise)

addition to mainstream optical channels, we have begun placing our products and are pursuing additional product placements with leading

big box stores, either in their eyewear or electronics departments.

Specifically, we have begun selling our products on Bestbuy.com and

Dickssportinggoods.com.

License Agreements and

Specialty Retail Stores

are leaving no stone unturned in our mission to bring smart eyewear mainstream.

We have licensed two leading fashion brands, Nautica

and Eddie Bauer, to produce new powered by Lucyd cobranded frames, which will be launched in 2023 on Lucyd sales channels as well

as in select Nautica and Eddie Bauer stores .

Additionally, we are pursuing other potential sales outlets such as home shopping

channels, cellular stores and boutique retailers.

Manufacturing

and Supply Chain

products are designed and specified in the United States and subsequently manufactured in China.

The products are designed in-house,

3-D CAD files are then produced with product renderings.

We then subject these rendered images for focus group review, to determine which

designs we should move to the prototype development stage.

Lucyd eyewear is currently being evaluated by several leading eyewear retailers and distributors in the US and Canada for inclusion in their offerings, with one major optical chain currently testing our products in 10 retail locations.

Following the introduction of Ray Ban Stories smart eyewear in late 2021, many retailers are now more open to introducing smart eyewear in their stores and on their e-commerce platforms.

Based on our current discussion with several major optical businesses (by store size), we believe at least one additional major optical chain or national optical buying group will onboard our product line in 2024.

However, there can be no assurances that any of these retailers and distributors will sell our products.

Big Box Retail Stores (Electronics, sporting goods, general merchandise)

In addition to mainstream optical channels, we distribute our Lucyd eyewear through leading big box stores, such as Bestbuy.com and Dickssportinggoods.com, through either their eyewear or electronics departments.

License Agreements and Specialty Retail Stores

We are leaving no stone unturned in our mission to bring smart eyewear mainstream.

We have licensed three leading fashion brands – Nautica, Eddie Bauer, and Reebok – to produce new Powered by Lucyd cobranded frames.

In January 2024, we launched the Nautica Powered by Lucyd smart eyewear collection in eight different styles, along with various branded accessories including a power brick, cleaning cloth.

and a slipcase adorned with the iconic Nautica sail logo.

We anticipate launching the cobranded collections with Eddie Bauer and Reebok later in 2024.

Manufacturing and Supply Chain

Our products are designed in the United States and subsequently manufactured in China.

The products are designed in-house, and 3-D Computer-Aided Design (CAD) files are produced with product renderings.

We then subject these rendered images to focus group review, to determine which designs we should move to the prototype development stage.

Pre-production prototypes are developed by our factories in China, to our specifications.

Our factories source components for the smart eyewear in China including plastic and titanium for the frames, electronic components,

speakers, microphones and batteries.

Our factories source components for the smart eyewear in China, including plastic and titanium for the frames, electronic components, speakers, microphones, and batteries.

All packaging is designed in Miami and fabricated in China.

Once completed, our products are tested

in the United States, to assess functionality, fit and finish.

Production orders are placed and fabricated in China based on anticipated

demand, whereupon they undergo a rigorous thirteen-point third party product inspection process.

The inspection is conducted on 100%

of our manufactured products.

Inspections include testing procedures to help ensure our customers receive only functional, high-quality

For large bulk orders from clients, we are able to order this inventory on demand, due to the expected lead times in the traditional

frame sourcing business.

of our frames are manufactured with prefabricated, ready to wear sunglass or blue light lenses, and are directly shipped to the customer

in this state if the customer declines purchasing custom lens upgrades.

If a customer orders with prescription or specialty lenses, then

the smart eyewear frames are sent to an optical contractor laboratory in Boston, Massachusetts, to have the lenses cut, ground and mounted

in the frames, whereupon they are directly shipped to customers.

in-store kiosks are comprised of a fixture, a tablet, and proprietary software, which enable the prospective customer to virtually try

on our smart glasses.

The fixtures, which sport our Company name, are manufactured by a U.S.-based third-party company, and are designed

to serve as a holding mechanism for the tablet.

We purchase each tablet through Amazon.com, which is then fitted to the kiosk fixture.

The Company currently utilizes Samsung’s tablets for its in-store kiosks.

Once each tablet is fitted to its kiosk fixture, the

tablet is loaded with software which ultimately presents the Company’s try-on application.

This software-based chain of processes

relies on the tablet’s built-in camera and enables the prospective buyer of our smart eyewear to virtually try-on the glasses,

which are superimposed in different styles onto the customer’s face using the front-facing camera.

The tablet is fitted to the

kiosk and loaded with our software in our Miami facility, from where they are shipped to a third-party warehouse in Miami for distribution

to retail stores.

employ a 360-degree marketing strategy that encompasses both brand and user generated content syndication across earned, owned and paid

platforms (channels where the company pays a fee to have its product advertised).

Long form and video content generation are a key focus

points for the brand, they allow us to better leverage both emerging and critical smart eyewear narratives through persistent search

engine optimization (SEO);

increasing our organic brand awareness across the board, in addition to strategic loyalty, influencer and

affiliate marketing campaigns.

online marketing strategy is primarily driven by pay-per-click advertisements on mainstream search engines, social media apps, and Amazon

and other marketplaces.

In addition, we support our primary efforts with influencer created and promoted “UGC” (user-generated

content), email automations and newsletters, and website push notifications.

We have also deployed nationwide broadcast cable TV campaigns

and plan to use this channel in the future.

believe we are trendsetters in creating relevant, omni-channel touchpoints that derive meaningful experiences and products designed for

our customers.

wholesale marketing strategy is primarily focused on traditional sales email and call outreach, national and regional optical trade shows,

and optical and athletic trade advertisements.

a brand perspective, strategically offering value-added optical smart eyewear coupled with expansive end-user customization our social

audio app initiatives can potentially rapidly expand brand awareness and revenue.

At Innovative Eyewear, we strive to lead and own critical

narratives within the Bluetooth and smart eyewear space.

seek to create memorable experiences and products that resonate with our customers, coupled with premium content and campaigns designed

to expand our brand presence and market share.

We also attend major regional eyewear and sporting goods trade shows to build awareness

among our potential retail partners.

accelerate brand awareness and product sales, we are embarking on an influencer strategy to engage leading figures in sports and the

arts, who like and enjoy wearing Lucyd Lyte ® .

To date we have onboarded Chris Clark, a pro golfer, Monique Billings, a

WNBA basketball player, and Hadar Adora, an up-and-coming musical artist.

We plan to add additional influencers to enhance awareness

and sell-through for a number of key demographics.

are a key part of our marketing strategy, as they help our products relate to large, variable audiences.

Lucyd Lyte is a perfect fit

for the fitness tech and audio product spaces, so athletes and musicians are a natural fit for our brand and the active lifestyles that

Lucyd products promote.

We plan to add A-list musical talent to the brand in the near future, as well as a host of audio content creators

to support the Vyrb experience.

Market Opportunity

to Statista, the total addressable market for eyewear in the U.S.

is projected to be $33.8 billion in 2023.

The market for digital assistants

like Siri, Google Voice, Bixby and Alexa has grown rapidly worldwide, and is projected at $4.5 billion in revenue in 2023.

The worldwide

hearables market was estimated at $69.0 billion in 2022.

We view the popularity of hearables as an important catalyst for the smart eyewear

common denominator among markets for the hearables and digital assistant is that they facilitate real-time access to digital data, whether

it is through music, calls, navigational directions, or information, among other uses.

The combination of hearables and digital assistants

provides a transparent, ergonomic interface between the users and their digital lives.

At Innovative Eyewear, we are dedicated to a touch-free

interface and untethering our customers eyes from their smartphone screens, through our smart eyewear product.

synergistic fusion of these three markets enables, in our view, an opportunity to create a completely new experience of connected eyewear,

which smoothly delivers the functionality of both optical glasses and headphones, eliminating the need for either on its own.

Nevertheless,

several orthodoxies of the eyewear industry still hold, namely:

if you want to sell a lot of eyewear, we believe it should be attractive,

stylish, comfortable (e.g., lightweight, which we believe to be approximately 1oz) and cost roughly the same as traditional eyewear.

This is what we have sought to achieve, and in our view have accomplished with the introduction of Lucyd Lyte eyewear.

license from Lucyd Ltd., a subsidiary of our majority stockholder, an intellectual property portfolio designed to protect our unique

eyewear designs and certain technological features in current and anticipated future products.

More recently, the company has begun filing

patents under its own name.

have licensed and filed 48 patents to date, covering all of our current product designs and certain advanced features such as Vyrb, replaceable

front frames, and multi-channel Bluetooth connectivity.

The Company will seek to file new IP to protect new styles and features of its

smart eyewear as they are introduced.

Once completed, our products are tested in the United States, to assess functionality, fit, and finish.

Production orders are placed and fabricated in China based on anticipated demand, whereupon they undergo a rigorous thirteen-point third-party product inspection process.

This inspection is conducted on 100% of our manufactured products.

Inspections include testing procedures to help ensure our customers receive only functional, high-quality products.

For large bulk orders from clients, we are able to order this inventory on demand, due to the expected lead times in the traditional frame sourcing business.

All of our frames are manufactured with prefabricated, ready-to-wear sunglass or blue light lenses, and are directly shipped to the customer in this state if the customer declines to purchase custom lens upgrades.

If a customer orders with prescription or specialty lenses, then the smart eyewear frames are sent to an optical contractor laboratory in Boston, Massachusetts, to have the lenses cut, ground, and mounted in the frames, whereupon they are directly shipped to customers.

In 2023 we retired our virtual try-on display in favor of a more engaging and affordable Modular Display System, which consists of a variety of components that can be assembled according to the functionality and needs of the partner retailer.

The displays can be setup on a countertop or freestanding.

This unique, proprietary system includes the following available components:

An LCD countertop video screen available in white and black with Lucyd branding, or in navy with Nautica branding.

A white shelf component which includes storage space for demo frames and a mirror for try-ons.

A rack component available in white with Lucyd branding or in navy with Nautica branding, which stores 4 frames for display and try-on.

A bookshelf component which transforms the display into a freestanding endcap unit with ample storage underneath.

This new system was deployed to several dozen partner stores in 2023 with near universal positive feedback from retailers, and we believe has proved useful for encouraging larger wholesale orders.

We employ a 360-degree marketing strategy that encompasses both brand and user-generated content syndication across earned, owned, and paid platforms (channels where the company pays a fee to have its product advertised).

Long form and video content generation are key focus points for the brand, as they allow us to better leverage both emerging and critical smart eyewear narratives through persistent search engine optimization (SEO), increasing our organic brand awareness across the board, in addition to strategic loyalty, influencer, and affiliate marketing campaigns.

Our online marketing strategy is primarily driven by pay-per-click advertisements on mainstream search engines, social media apps, and Amazon and other marketplaces.

In addition, we support our primary efforts with influencer created and promoted “UGC” (user-generated content), email automations and newsletters, and website push notifications.

In 2024, we plan to scale up our affiliate and email marketing efforts to augment our core social ads campaigns.

We believe we are trendsetters in creating relevant, omni-channel touchpoints that derive meaningful experiences and products designed for our customers.

Our wholesale marketing strategy is primarily focused on traditional sales email and call outreach, national and regional optical trade shows, and optical and athletic trade advertisements.

We have also deployed B2B mailer and digital mailer campaigns to inform optical businesses about our new releases.

Strategically offering stylish optical smart eyewear, coupled with expansive end-user customization, plus our ChatGPT app, has the potential to rapidly expand our brand awareness and revenue.

At Innovative Eyewear, we strive to lead and own critical narratives within the smart eyewear space, and have demonstrated our pioneering leadership and proficiency via the filing of dozens of patents on smart eyewear design and functionalities.

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

We also attend major regional eyewear and sporting goods trade shows to build awareness among our potential retail partners.

Our influencers

To accelerate brand awareness and product sales, we are embarking on an influencer strategy to engage leading figures in sports and the arts, who like and enjoy wearing Lucyd Lyte®.

Our influencers promote our products on social media, provide us with product placement opportunities at sporting events and other cultural events, and have granted us contractual rights to use their names and likenesses in connection with the advertisement and sale of our products.

To date, we have onboarded Chris Clark, a pro golfer;

Monique Billings, a WNBA basketball player;

Emmanuel Ogbah, an NFL football player;

and Hadar Adora, an up-and-coming musical artist.

We plan to add additional influencers to enhance awareness and sell-through for a number of key demographics.

Influencers are a key part of our marketing strategy, as they help our products relate to large, variable audiences.

Lucyd Lyte is a perfect fit for the fitness tech and audio product spaces, so athletes and musicians are a natural fit for our brand and the active lifestyles that Lucyd products promote.

We plan to add A-list musical talent to the brand in the near future, as well as a host of audio content creators to support the Vyrb experience.

Intellectual Property

We license from Lucyd Ltd., a subsidiary of our largest stockholder, an intellectual property portfolio designed to protect our unique eyewear designs and certain technological features in current and anticipated future products.

Since 2021, the Company has begun filing patents under its own name.

We have licensed and filed numerous patents covering all of our current product designs and certain advanced features such as Vyrb, replaceable front frames, and multi-channel Bluetooth connectivity.

The Company will seek to file new intellectual property to protect new styles and features of its smart eyewear as they are introduced.

In January 2024, we entered into a multi-year licensing agreement with a third party (IngenioSpec, LLC) for multiple smart eyewear patents, bringing our overall portfolio of owned and licensed intellectual property to over 100 patents.

Our current U.S.

and foreign patent portfolio is as listed below.

Pending and Registered Patent Applications Licensed from Lucyd Ltd.

App/Patent Number

63 unchanged sentences

July 20, 2020

January 9, 2024

Round Smartglasses

3 unchanged sentences

September 1, 2021

February 6, 2024

September 1, 2021

12 unchanged sentences

Non-Provisional Application filed on October 21, 2022;

Charging Cradle

November 10, 2021

Safety Smartglasses

7 unchanged sentences

December 2, 2021

Charging Cradle for Smartglasses

January 6, 2022

Non-Provisional Application filed on December 29, 2022;

Charging Cradle

ZL 2022302715131

Charging Cradle

October 21, 2022

Safety Glasses

5 unchanged sentences

November 2, 2022

42023078694.9

Safety Glasses

September 5, 2023

Pending and Registered Patent Applications Owned by Innovative Eyewear, Inc.

App/Patent Number

Charging Cradle

November 10, 2021

Charging Cradle for Smartglasses

January 6, 2022

Non-Provisional Application filed on December 29, 2022;

Charging Cradle

ZL 2022302715131

Charging Cradle

October 21, 2022

Charging Cradle for Smartglasses

December 27, 2022

Additionally,

we have acquired the exclusive rights to 11 registered trademarks and applications as follows:

February 9, 2023

Smartglasses Temples

February 13, 2023

System, Apparatus, and Method For Using a Chatbot

March 24, 2023

Spring-loaded Hinges For Smartglasses

September 8, 2023

Registered Patent Applications Licensed from Ingeniospec, LLC

App/Patent Number

Tethered Electrical Components for Eyeglasses

Eyeglasses with Activity Monitoring

Eyeglasses with a Clock or Other Electrical Component

Eyeglasses with Activity Monitoring

Tethered Electrical Components for Eyeglasses

Eyeglasses with User Monitoring

Eyewear with Radiation Detection System

Eyeglasses with Electrical Components

Eyewear Supporting After-Market Electrical Components

Tethered Electrical Components for Eyeglasses

Eyeglasses with a Heart Rate Monitor

Eyewear with Monitoring Capability

Eyeglasses for Wireless Communications

Eyewear Supporting Electrical Components and Apparatus Therefor

Eyeglasses with RFID Tags or with a Strap

Eyewear with Touch-Sensitive Input Surface

Eyeglasses with a Printed Circuit Board

Eyewear with Multi-Part Temple for Supporting One or More Electrical Components

Eyewear Supporting After-Market Electrical Components

Eyewear with Radiation Detection System

Eyewear Supporting Bone Conducting Speaker

Eyewear Supporting Electrical Components and Apparatus Therefor

Eyewear with Radiation Detection System

Eyewear Supporting Embedded Electronic Components

Eyewear Supporting One or More Electrical Components

Eyewear with Radiation Detection System

Eyewear Supporting Embedded Electronic Components

Eyewear with Printed Circuit Board

Eyewear Supporting Electrical Components and Apparatus Therefor

Eyewear with Touch-Sensitive Input Surface

Eyewear with Radiation Detection System

Eyewear with Detection System

Eyewear Supporting Electrical Components and Apparatus Therefor

Eyewear Supporting Embedded and Tethered Electronic Components

Eyewear Supporting Embedded Electronic Components

Eyewear with Detection System

Eyewear with Printed Circuit Board Supporting Messages

Eyewear Supporting Embedded Electronic Components for Audio Support

Eyewear with Touch-Sensitive Input Surface

Eyewear with Detection System

Wearable Audio System Supporting Enhanced Hearing Support

Eyewear Having Removable Temples That Support Electrical Components

Eyewear Having Extended Endpieces to Support Electrical Components

Eyewear with Connection Region

Head-worn Device with Connection Region

ZL200510067143.5

Radiation Detection System for Eyewear and Other Products

Additionally, we have acquired the exclusive rights to 11 registered trademarks and applications as follows:

Trademark Number

UK00003258030

11 unchanged sentences

Application No.

Agreement between Innovative Eyewear, Inc.

Material Agreements

License Agreement between Innovative Eyewear, Inc.

and Lucyd Ltd.

April 1, 2020, we entered into an exclusive, worldwide license agreement with Lucyd Ltd.

for all fields of use of the Lucyd ®

brand, and the associated intellectual property and assets (the “License Agreement”).

We were founded by Lucyd Ltd.,

the inventor and licensor of the technology that our products are based upon, which is a portfolio company of Tekcapital, our majority

On April 1, 2020, we entered into an exclusive, worldwide license agreement with Lucyd Ltd.

for all fields of use of the Lucyd ® brand, and the associated intellectual property and assets (the “License Agreement”).

We were founded by Lucyd Ltd., the inventor and licensor of the technology that our products are based upon, which is a portfolio company of Tekcapital, our largest stockholder.

The License Agreement is a royalty-free, fully paid up, perpetual license, for the exclusive use of the following assets:

All Lucyd intellectual

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

All Lucyd intellectual property, including, all patents, patent applications and any continuations of such.

All Lucyd trademarks.

All Lucyd collateral material,

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

All Lucyd logos such as,

but not limited to:

Lucyd ® word mark, Lucyd Hexagon, Upgrade Your Eyewear ® slogan and the Vyrb ®

All Lucyd company developed

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

Lucyd Store portals through

Shopify, Amazon and Walmart.

Relevant websites domain names

including Lucyd.co, Lucyd.net, Lucyd.eu.

All supply and endorsement

All current inventory as of the

execution date of license.

All social media accounts under the Lucyd

name, including, but not limited to:

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

All Lucyd logos such as, but not limited to:

Lucyd ® word mark, Lucyd Hexagon, Upgrade Your Eyewear ® slogan and the Vyrb ® trademark.

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

Lucyd Store portals through Shopify, Amazon and Walmart.

Relevant websites domain names including Lucyd.co, Lucyd.net, Lucyd.eu.

All supply and endorsement agreements.

All current inventory as of the execution date of license.

All social media accounts under the Lucyd name, including, but not limited to:

Twitter, Facebook and Instagram.

All advertising material and trade

show displays, brochures and related materials.

the terms of the License Agreement, we have the exclusive right to effectuate sublicenses, either exclusively or non-exclusively, to

any or all of our licensed intellectual property, at its sole discretion.

All advertising material and trade show displays, brochures and related materials.

Under the terms of the License Agreement, we have the exclusive right to effectuate sublicenses, either exclusively or non-exclusively, to any or all of our licensed intellectual property, at its sole discretion.

Upon execution of the License Agreement, we paid Lucyd Ltd.

£1 for the life of the licensed assets, and the License Agreement shall continue in perpetuity, unless terminated according to

the terms of the agreement.

£1 for the life of the licensed assets, and the License Agreement shall continue in perpetuity, unless terminated according to the terms of the agreement.

Additionally, we issued 3,750,000 shares of our common stock to Lucyd Ltd.

as compensation for entering into

the License Agreement and for the contribution of certain other assets.

may terminate the license with immediate effect by

providing written notice to us if, among other things:

as compensation for entering into the License Agreement and for the contribution of certain other assets.

may terminate the license with immediate effect by providing written notice to us if, among other things:

we commit a material breach, as such is defined by the terms of the agreement;

or, if we suspend, or threaten to suspend, payment of our debts or are unable to pay our debts.

License Agreement requires us to indemnify Lucyd against all liabilities, costs, expenses, damages, and losses (including but not limited

to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties, and legal costs (calculated

on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by Lucyd Ltd.

arising out of

or in connection with actual or alleged infringement of third party intellectual property rights;

our breach or non-performance of or

the enforcement of License Agreement.

We have the right to sublicense any of our rights under the License Agreement, provided that any

sublicense also shall enter into a supplemental agreement satisfactory to Lucyd Ltd.

October 5, 2021, the parties to the License Agreement executed an Addendum, to the exclusive license agreement, which clarified

that Innovative Eyewear shall commercialize, continue with any on-going intellectual property prosecutions and pay all maintenance or

other patent fees (the “Addendum”).

For all new intellectual property, Innovative Eyewear will own and control it and be

responsible for all prosecution and maintenance costs.

The License Agreement requires us to indemnify Lucyd against all liabilities, costs, expenses, damages, and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties, and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by Lucyd Ltd.

arising out of or in connection with actual or alleged infringement of third party intellectual property rights;

our breach or non-performance of or the enforcement of License Agreement.

We have the right to sublicense any of our rights under the License Agreement, provided that any sublicense also shall enter into a supplemental agreement satisfactory to Lucyd Ltd.

On October 5, 2021, the parties to the License Agreement executed an Addendum, to the exclusive license agreement, which clarified that Innovative Eyewear shall commercialize, continue with any on-going intellectual property prosecutions and pay all maintenance or other patent fees (the “Addendum”).

For all new intellectual property, Innovative Eyewear will own and control it and be responsible for all prosecution and maintenance costs.

The Addendum also confirms that Innovative Eyewear issued Lucyd Ltd.

3,750,000 shares of its common stock as consideration for the license.

Representation Agreement

March 4, 2021, we entered into a commission-only, sale representation agreement with D.

Cobranded License Agreements

On September 28, 2022, we entered into a multi-year global licensing agreement with Nautica Apparel, Inc., which became effective July 1, 2022.

Pursuant to this agreement, we received a license to utilize the global lifestyle brand Nautica® for our smart eyewear products.

We launched the first line of cobranded Nautica® Powered by Lucyd sport lifestyle audio glasses in January 2024.

On December 23, 2022, we entered into a multi-year global licensing agreement with Authentic Brands Group, which became effective October 1, 2022.

Pursuant to this agreement, we received a license to utilize the outdoor brand Eddie Bauer® for our smart eyewear products.

We plan to launch a cobranded line of Eddie Bauer® Powered by Lucyd smartglasses later in 2024.

On June 12, 2023, we entered into a multi-year global licensing agreement with Authentic Brands Group, which became effective April 1, 2023.

Pursuant to this agreement, we received a license to utilize received a license to utilize the iconic athletic brand Reebok® for our smart eyewear products.

We plan to launch a cobranded line of Reebok® Powered by Lucyd smartglasses later in 2024.

The aforementioned agreements require us to pay royalties based on a percentage of net retail and wholesale sales, and also require guaranteed minimum royalty payments.

The agreements have base terms of 10 years but are cancellable at our option during the fifth year.

Sales Representation Agreement

On March 4, 2021, we entered into a commission-only, sale representation agreement with D.

Landstrom Associates, Inc.

for prospecting

a wholesale relationship with Walmart, Target and Best Buy stores in the United States (the “Representation Agreement”).

for prospecting wholesale relationships with Walmart, Target, and Best Buy stores in the United States (the “Representation Agreement”).

The Representation Agreement provides for D.

Landstrom to act as our commission based, manufacturer’s representative, with the

exclusive right to solicit offers on behalf of us to purchase our products in the United States, for the named big box stores.

of the Representation Agreement is five years.

Contract may be terminated for “good cause” with 90 days’ notice by

either party.

Upon termination, commissions of orders procured will extend 180 days beyond termination date.

Thus far, the representation

has resulted in a successful launch of the Company’s products on BestBuy.com.

June 30, 2021, we entered into a distribution agreement with 8 Points Inc., a subsidiary of Marca Eyewear Group Inc., for exclusive

distribution of Lucyd Lyte products in Canada (the “Distribution Agreement”).

The Distribution Agreement provides that 8

will have exclusive purchase and distribution rights and obligations in Canada.

The term of the Distribution Agreement is

3.5 years and either party may terminate by providing 180 days’ notice to the other party.

The distributor will perform services,

which shall include, but shall not be limited to the following):

Sales of our products into retail distribution by servicing

potential purchasers and by generating new business within the Territory (as defined in the Distribution Agreement).

Handling of all account inquiries on sales made pursuant to

this Distribution Agreement.

Innovative Eyewear will receive all Canadian returns on a timely

Currently, distributor will organize customer returns such that all returns will be shipped in bulk to Company’s distribution

center in Miami, Florida.

Company will provide marketing activities to support the sales

of all the collections sold by the Distributor in the territory.

Distributor will provide logistic service to distribute the

product in the territory covering all provinces and provide internal customer service and warehousing and shipping, as well as after

purchase care to customer.

Distributor will provide a minimum purchase of $4.6 million

worth of Lucyd Lyte products over 30 months to maintain exclusivity for sales in Canada.

Monthly minimum committed purchases increase incrementally

over the term of the Distribution Agreement.

In the event that 8 Points Inc.

does not meet the minimum monthly purchase requirements

then we may convert 8 Points Inc.

exclusive contract to a non-exclusive contract or terminate the Distribution Agreement.

distributor has not met the requirements to maintain exclusivity;

as such, we have converted the Distribution Agreement to a non-exclusive

contract in accordance with the terms of the agreement as outlined above.

License Agreement

September 28, 2022, we entered into a multi-year global licensing agreement with Nautica Apparel, Inc., which became effective July 1,

Pursuant to this agreement, we received a license to utilize the global lifestyle brand Nautica ® for our smart eyewear

The company intends to launch their first line of Nautica Powered by Lucyd sport lifestyle audio glasses in 2023.

This agreement

requires us to pay royalties based on a percentage of net retail and wholesale sales, and also requires guaranteed minimum royalty payments.

The agreement has a base term of 10 years but is cancellable at our option during the fifth year.

The future minimum payments due during

the noncancelable portion of the contract term (2022-2027) are approximately $1.1 million in aggregate;

future minimum payments due during

the remaining term of the contract (2028-2032) are approximately $3.6 million in aggregate.

Social Audio App

believe eyewear should enable customers to freely interact with social media.

While digital assistants, once enabled, can provide the

basis for this interaction, we believe that the ability to receive and send social media posts with an individual’s voice may greatly

enhance ease of use of these platforms on the go.

To facilitate this, we have been developing Vyrb, our full stack social media application

that enables the user to receive and send posts through Lucyd Lyte smart glasses with an individual’s voice.

The application launched

out of beta in December 2021, and the further development of the Vyrb app is continuing on pace, with two major features launched

in December 2022:

the ability to host live audio streams with up to 100 visitors and six live speakers at a time;

and the ability

to import external audio files into Vyrb, which allows longstanding podcasters and other content creators to add their content libraries

After the introduction of several more features and key user experience improvements, we anticipate a commercial launch of

Vyrb in the fourth quarter of 2023.

At or soon after this time, advertising and monetization features will be introduced into the app

to make it a new revenue stream for our business.

believe that Vyrb will enhance the utility of current and future Lucyd Lyte glasses by enabling users to be untethered from their smartphones,

yet still be able to hear and make social media posts.

Landstrom to act as our commission-based manufacturer’s representative, with the exclusive right to solicit offers on behalf of us to purchase our products in the United States, for the named big box stores.

The term of the Representation Agreement is five years, and the contract may be terminated for “good cause” with 90 days’ notice by either party.

Upon termination, commissions of orders procured will extend 180 days beyond the termination date.

Thus far, the Representation Agreement has resulted in a successful launch of the Company’s products on BestBuy.com.

Proprietary Software Sharpens our Competitive Edge

The Lucyd app was launched in April 2023 to provide voice access to ChatGPT in Lucyd eyewear.

This is a simple and powerful app that provides significant new AI functionality to our glasses at no additional cost to the user, differentiating our products from other smart eyewear.

The app also sports a powerful visual interface for interacting with ChatGPT in a variety of ways.

Additional functionalities are planned for the Lucyd app, such as the ability to hear topic-specific newsfeeds, and access audiobook and music content through voice commands.

Additionally, the Company plans to add typical headphone app features such as sound mixing, warranty registration, and customization of button mappings.

The Lucyd app, in addition to being an onramp into AI, is planned to be a “gearbox” for Lucyd eyewear to allow further user customization of the product experience.

Although we plan to continue to provide the app for free to glasses customers, we plan to add a Pro version of the app which will be a paid subscription, and free use given to glasses customers will be time limited to 6-12 months, after which the user will need to pay a nominal monthly fee for unlimited access to GPT (and potentially other AI services in the future).

We believe this will enable a new software revenue stream for the business and allow us to capture revenue from users of other hearables such as Apple Airpods that want an audio interface for ChatGPT.

Vyrb™ Social Audio App

We believe smart eyewear, along with other wearables, has the potential to be a more convenient and ergonomic onramp to social media than smartphones and PCs.

While digital assistants, once enabled, can provide the basis for this interaction, we believe that the ability to receive and send social media posts with an individual’s voice may greatly enhance ease of use of these platforms on the go.

To facilitate this, we have been developing Vyrb, our full stack social media application that enables the user to receive and send posts through Lucyd Lyte smart glasses with an individual’s voice.

The beta application launched in December 2021, and the full release is anticipated for 2024 once additional improvements to the user experience are completed.

At or soon after this time, advertising and monetization features will be introduced into the app to make it a new revenue stream for our business.

Vyrb enhances the utility of current and future Lucyd Lyte glasses by enabling users to be untethered from their smartphones, yet still be able to hear and make social media posts.

A goal of our products is to free our customers from other technologies.

we are designing Vyrb with a transparent, voice-centric interface in mind, so that as soon as our customers can say “Ok Google,”

they are connected to a world of engaging audio content and have the ability to create audio posts and messages.

We believe social interaction

via smart eyewear will be instrumental in bringing new, youthful customers to our company.

number of companies recently have started to launch voice mediated social media applications, such as Clubhouse, Discord, Audlist, Listen

We are designing Vyrb to host audiobooks, podcasts and entire music albums on the platform.

With Vyrb, Lucyd Lyte customers

are able to hear their social media feeds, post messages, hold gatherings and musical performances (by inviting other Vyrb users to connect

with each other at a specific date and time), and enjoy social media with the authenticity of their own voice, all through their eyewear

and without taking their phone out of their pocket.

Product and Market for Vyrb

is being designed as a full social media experience to enhance voice-based communications on wearables and mobile devices.

The sophistication

of Vyrb’s interface enables a large array of in-app purchases and subscriptions, as well as easy connectivity with the Lucyd Lyte

line of smart eyewear.

In addition to an ad-driven revenue model that is typical of social media applications, the robust and highly

variable selection of planned in-app purchases provide important improvements and fine-tuned customizations to help personalize the user

We plan to roll out these and other exciting features of Vyrb over the course of several software updates.

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

● Loot Boxes — Random packs of multiple upgrade items, a best-selling in-app purchase

format frequently deployed in online video games.

● Skins — Items that alter the appearance of the app to help personalize it to the user’s

preferences, such as Dark Mode.

● Accents — Items that change the accent used by the app’s text-to-speech engine,

which is employed frequently to vocalize textual content.

● Metal Mics — Items that lengthen the maximum allowable verbal post length and image/video

sizes per post for users.

● Post Embellishments — Items that can be used to animate posts in the feed to make them

more prominent.

● Sound FX Packs — Items that increase the number of audio emojis (Sound FX) available

to the user, livening up their posts.

As such, we are designing Vyrb with a transparent, voice-centric interface, so that as soon as our customers can say “OK Google,” they are connected to a world of engaging audio content and have the ability to create audio posts and messages.

We believe social interaction via smart eyewear will be instrumental in bringing new, youthful customers to our company.

The Product and Market for Vyrb

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

Loot Boxes — Random packs of multiple upgrade items, a best-selling in-app purchase format frequently deployed in online video games.

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

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

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

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

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

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

● Vyrb Gold — A premium, monthly subscription to the app that blocks all ads and brings

additional benefits like a more prominent username.

● Vyrb Gems — In-app currency that can be spent to tip a user’s favorite content

creators, to buy premium paywalled content and to buy certain other in-app purchases.

Gems can also be traded to other users for their

items on the Vyrb Marketplace module.

Users will also be rewarded Gems for their engagement with ads on the platform, creating a positive

feedback loop that rewards app engagement with premium content and experiences.

● Command Tokens — Items that can be spent to create new custom voice assistant commands

(based on Vyrb’s Voice Command Creation Interface).

● Mega-Tag Tokens — Items that can expand the number of mega-tags available to the user

(mega-tags are a unique Vyrb feature, they are automatically applied hashtags that make a user’s posts more discoverable to others).

spend approximately 145 minutes per day on social media applications and regularly click on advertisements they view through their applications.

We believe Vyrb is strategically positioned to become a prime advertisement space, allowing both visual and audible advertisements to

be purchased.

Vyrb ads will be shown in a user’s regular newsfeed, which we believe will create an opportunity and need for a subscription

in-app purchase (Vyrb Gold) for a premium, ad-free browsing experience.

For ease of use, Vyrb ads can be created by any user through

the application in just moments:

users will be able to purchase “Ad Token” items from the in-app store, and then use these

tokens to turn standard posts into wide-reaching ads.

A rapid-response reporting system will be developed and monitored to remove objectionable

or illegal content from the platform.

With its focus on high quality audio, we are designing Vyrb to lift up professional and creative

audio content developers by helping them reach new audiences.

To ensure a positive user experience, we are developing a system in Vyrb

which will automatically promote positively reviewed content, and automatically remove content that has been reported in a high ratio

compared to the number of viewers, providing the basis for user product discovery as well as a failsafe against any mistake in our manual

and algorithmic moderation of the application’s hosted content.

users will be able to purchase and support content from indie and professional creators via an in-app currency (referred to as “ gems ”

in this document, a virtual point the user typically accumulates by viewing ad content or by purchasing them).

Creators will receive

gems from typical users as tips during live broadcasts, and in exchange for access to premium posts.

The creators will then be able to

cash out these gems at an exchange rate that provides profit to Vyrb.

For example, users purchase the gems, its in-app loyalty token

at a rate of $1 each, but creators only receive $0.75 for each gem they cash out.

A 25% effective platform fee would put the content

transaction fees of Vyrb at a lower rate than most digital content marketplaces.

In the case of typical livestreaming applications, a

functionality Vyrb supports, they are often exorbitant, taking as much as 50% in effective fees on in-app currency transactions.

acquire the gems, users must buy them in the Vyrb Shop or gain them by engaging with sufficient ad content (e.g., using the application

for an hour, or an amount of time that effectively pays for the gem).

While Vyrb allows users the flexibility of choice of either buying

or earning these gems, we believe that there is a huge revenue stream potential for us through a strategic implementation of the Vyrb

Shop and peer-to-peer content transactions.

we plan for users to be able to charge a fixed price to be able to access particular audio posts.

For example, this feature could be

used by a podcaster to sell their premium episodes, or by a recording artist to sell their music albums.

In tandem with this feature,

audio posts will be divisible into tracks to support long form content such as albums and audiobooks.

Vyrb will take a flat percentage

fee on all sales of premium content within the application by allowing creators to cash out gems they receive for selling their content.

We believe the major benefit of this system is that it will provide audio content creators a new platform for rapidly creating, listing

and selling their content, and help create an environment full of rich, unique and interactive audio experiences such as live “radio

shows,” indie content and virtual concerts for typical Vyrb users.

believe that Vyrb will effectively leverage multiple successful gamification models from the world of social media to provide a flexible

and highly interactive user experience that can potentially draw high-value content creators.

A fundamental aspiration of Vyrb is to

provide a new platform and source of revenue for high quality audio content creators in particular;

to that end, we designed Vyrb with

a goal of providing a rapid, user-friendly platform for creators and consumers to share, sell and enjoy the best audio the web has to

We believe that through Vyrb, we can make the interaction between our users and our product a fun and rewarding experience, which

can also be monetized by the company and content creators alike.

By putting audio front and center, we hope to provide a new meeting

ground for audio content creators and those who enjoy lots of music, podcasts and talk shows.

We hope to provide a mutually beneficial

relationship, where Vyrb takes a reasonable fee on the transacting of these parties in exchange for bringing them together.

smart eyewear industry in which we operate is competitive and subject to changes in practice.

While we believe that our products are

hybrid of eyeglasses and audio technology, which gives us a unique product that provides us with competitive advantages, we may face

competition from many different entities now and in the future.

As of now, we face competition from the following products:

● Bose Corporation’s Bose Frames .

These are a Bluetooth eyewear product,

but in a bulkier form factor and with what we believe to be comparable models at a higher list price ($249 MSRP) than Lucyd Lyte 2.0 ($199).

● Amazon’s Echo Glasses .

Another entry in the Bluetooth eyewear space

offered at a $249 list price.

Not available directly from the manufacturer in prescription, and in only one frame shape.

The cost of the

Amazon Echo Glasses is higher than Lucyd Lyte.

While lightweight like Lucyd Lyte glasses, Amazon Echo Glasses have, in our view, a less

fashionable form factor, and the battery life is about half of that of Lucyd Lyte.

● Snapchat Spectacles .

This is a camera-focused smart eyewear product and,

in our view, not a direct competitor as to its style, weight, pricing and suitability for all-day wear, as compared with our products;

however, Snapchat Spectacles may introduce further entries in the space that may directly compete with Lucyd Lyte.

Snapchat Spectacles

Version 3 have a list price of $380.

● Ray-Ban Stories Glasses .

Developed in association with Facebook, are a camera-focused

smart eyewear product, and despite the fact they are available in prescription, in our view not a direct competitor;

Ray-Ban may, however,

introduce further entries in the space that may directly compete with Lucyd Lyte.

Ray-Ban Spectacles have a well-known and respected brand,

and a list price starting at $299, which makes them 50% more expensive than Lucyd Lyte.

They weigh considerably more (20-70% depending

upon the Lyte model) than Lucyd Lyte glasses, have a shorter battery life, thicker temple profiles and are not water resistant.

of the competitors discussed above have substantially greater manufacturing, financial, research and development, personnel and marketing

resources than we do.

As a result, although we believe our products are currently superior, our competitors may be able to develop superior

products, and compete more aggressively and sustain their competitive advantage over a longer period of time than us.

Our products may

be rendered obsolete in the face of competition.

of December 31, 2022, we had 9 full time employees with two in product development, two in sales, one in finance, one in customer

service, one in marketing, one in graphic design and one in video production.

Employees are supported by a number of consultants and

part time employees, including a group of 8 independent sales representatives.

principal executive offices are located at 11900 Biscayne Blvd., Suite 630, North Miami, Florida 33181, our telephone number is (954)

826-0329 and our Internet website address is www.lucyd.co.

We make available free of charge on or through our Internet website our annual

report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements on Schedule 14A,

and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably

practicable after we electronically file such materials with, or furnish them to, the Securities and Exchange Commission (the “SEC”).

Vyrb Gold — A premium, monthly subscription to the app that blocks all ads and brings additional benefits like a more prominent username.

Vyrb Gems — In-app currency that can be spent to tip a user’s favorite content creators, to buy premium paywalled content and to buy certain other in-app purchases.

Gems can also be traded to other users for their items on the Vyrb Marketplace module.

Users will also be rewarded Gems for their engagement with ads on the platform, creating a positive feedback loop that rewards app engagement with premium content and experiences.

Command Tokens — Items that can be spent to create new custom voice assistant commands (based on Vyrb’s Voice Command Creation Interface).

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

Vyrb users will be able to purchase and support content from indie and professional creators via an in-app currency (referred to as “ gems ” in this document, a virtual point the user typically accumulates by viewing ad content or by purchasing them).

Creators will receive gems from typical users as tips during live broadcasts, and in exchange for access to premium posts.

The creators will then be able to cash out these gems at an exchange rate that provides profit to Vyrb.

For example, users purchase the gems, its in-app loyalty token at a rate of $1 each, but creators only receive $0.75 for each gem they cash out.

A 25% effective platform fee would put the content transaction fees of Vyrb at a lower rate than most digital content marketplaces.

In the case of typical livestreaming applications, a functionality Vyrb supports, they are often exorbitant, taking as much as 50% in effective fees on in-app currency transactions.

Also, we plan for users to be able to charge a fixed price to be able to access particular audio posts.

For example, this feature could be used by a podcaster to sell their premium episodes, or by a recording artist to sell their music albums.

In tandem with this feature, audio posts will be divisible into tracks to support long form content such as albums and audiobooks.

Vyrb will take a flat percentage fee on all sales of premium content within the application by allowing creators to cash out gems they receive for selling their content.

We believe the major benefit of this system is that it will provide audio content creators a new platform for rapidly creating, listing and selling their content, and help create an environment full of rich, unique and interactive audio experiences such as live “radio shows,” indie content and virtual concerts for typical Vyrb users.

We believe that Vyrb will effectively leverage multiple successful gamification models from the world of social media to provide a flexible and highly interactive user experience that can potentially draw high-value content creators.

As of December 31, 2023, we had 11 full time employees, spread over business development, marketing, finance, sales, app design, support and frame design.

Employees are supported by a number of consultants, including two frame designers and five independent sales representatives.

Other Information

Our Internet website address is www.lucyd.co.

We make available free of charge on or through our Internet website our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements on Schedule 14A, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such materials with, or furnish them to, the Securities and Exchange Commission (the “SEC”).

Alternatively, you may also access our reports at the SEC’s website at www.sec.gov.

risk factors described below are a summary of the principal risk factors associated with an investment in us.

These are not the only

risks we face.

You should carefully consider these risk factors, together with the risk factors set forth in Item 1A.

of this Report

and the other reports and documents filed by us with the SEC.

Related to our Business, Strategy and Industry

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

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

have limited experience in scaling a smart eyewear business.

If we are unable to manage our expected growth effectively, our brand, and

financial performance may suffer, which may have a material adverse effect on our business, financial condition, and operating results.

in component costs, shipping costs, long lead times, supply shortages, and supply changes could disrupt our supply chain;

as wage rate increases and inflation can have a material adverse effect on our business, financial condition, and operating results.

currently 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.

face significant risks due to our dependency on foreign supply and manufacturing chains, geopolitical and economic changes, and changes

in public perception about internationally sourced and manufactured products.

rely on a limited number of contract manufacturers and logistics partners for our products.

A loss of any of these partners could negatively

affect our business.

we fail to cost-effectively retain our existing customers or to acquire new customers, our business, financial condition, and results

of operations would be harmed.

are 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.

profitability and cash flows may be negatively affected if we are not successful in managing our supply chain and customer demands for

product deliveries.

we fail to maintain and enhance our brand, our ability to engage or expand our base of customers will be impaired, and our business,

financial condition, and results of operations may suffer.

rely 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.

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

we 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.

depend 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.

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

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

Related to our Intellectual Property

license some of our technology from Lucyd Ltd., the majority stockholder of the Company, and our inability to maintain this license could

materially affect our business, financial condition, and operating results.

to 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.

may incur costs to defend against, face liability or for being vulnerable to intellectual property infringement claims brought against

us by others.

Related to Our Dependence on Third Parties

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

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

depend on search engines, social media platforms, digital application stores, content-based online advertising, and other online sources

to attract consumers to and promote our website and our mobile applications, which may be affected by third-party interference beyond

and, as we grow, the cost of acquiring new customers may continue to rise and become uneconomical.

Related to Our Common Stock

directors, executive officers and principal stockholders have substantial control over our company, which could limit your ability to

influence the outcome of key transactions, including a change of control.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business