What changed in this filing

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Item 1. Business

2025-03-24 compared with 2024-03-25 · 161 added, 188 removed, 431 unchanged (45% of the section changed)

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

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

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.

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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.

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

Since the official launch of our first commercial product, our goal has been to create smart eyewear for all-day wear that looks like and is priced similarly to designer eyewear, but is also lightweight and comfortable, and enables the wearer to remain connected to their digital lives.

Through our various product offerings as described below, we have created a smart upgrade for all four of the major types of eyewear:

prescription eyeglasses, ready-to-wear sunglasses, safety glasses, and sport glasses.

Our core product line, Lucyd Lyte ® (which includes the Lyte XL units), was first introduced in 2021 and continues to grow and expand with the ongoing addition of new styles and multiple technological upgrades and advancements.

The Company is continuously iterating and improving its frame lineup, offering a mixture of “Lucyd icons” (styles that have consistently performed well since the introduction of Lucyd Lyte) and new styles seasonally to align with market trends and evolving consumer demand.

We currently offer 13 different models under the Lucyd Lyte collection.

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:

This collection introduced the Company’s first “global fit” style, which supports low nose bridge customers.

In April 2024, we launched the Eddie Bauer ® Powered by Lucyd smart eyewear collection in four different styles, which showcases the first-to-market rimless smart eyewear design.

We believe the Eddie Bauer collection is the Company’s most premium product to date, and features brushed titanium hardware, improved sound quality, and includes the patent-pending Lucyd dock with every unit.

In October 2024, we launched the Lucyd Armor line, an ANSI-certified smart safety glass designed for all-day wear.

This new line provides all the powerful features of Lucyd eyewear in a stylish safety wrap.

We plan to launch the Reebok ® Powered by Lucyd sport smart sunglasses collection in the second quarter of 2025, and launch the Reebok ® Powered by Lucyd premium optical collection in the fourth quarter of 2025.

Our current product offering consists of 26 different models (soon to increase to 34 different styles with the pending launch of the Reebok ® sport collection), which offers a similar amount of style variety as many traditional eyewear collections.

All styles are available with 100+ different lens types, resulting in thousands of variations of products currently available.

We believe our brand partnerships play a significant role in our revenue growth by offering a more diversified product line that speaks to consumers from different demographics (for example, Nautica ® generally appeals to a more fashion-forward customer than Lucyd Lyte, and Eddie Bauer ® generally appeals to an older demographic than our other lines).

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

“Send a voice message to (contact)”:

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“Send $___ to (contact)”:

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

Follow the digital assistant’s prompts to confirm.

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

“Check my messages”:

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”:

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“Take a memo”:

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

Say “Read my Notes” to play back.

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.

this command begins recording a speech-to-text memo in Notes, which can also be played back to the user.

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

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.

The Company currently has 115 patents and applications, 44 of which were licensed from Lucyd Ltd., 25 assigned directly to Innovative Eyewear, and 46 licensed from Ingeniospec.

Software and Apps

In April 2023, we introduced a 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.

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

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

In the second quarter of 2024, we added a “Pro” version of the app, which provides unlimited ChatGPT interactions and priority tech support for a modest monthly or annual fee.

This is a new revenue stream for our business, and represents our first diversification in product revenue from frames and lenses.

In July 2024, we launched a new feature called “Walkie” for the Lucyd app, which enables thousands of users to join each other on walkie-talkie style communication channels.

This feature was designed with the new Lucyd Armor smart safety glass product in mind, to enable coworking teams to communicate freely on smart eyewear.

We plan to launch more new features for the Lucyd app in the future, such as an audio equalizer enabling the user to optimize sound output for different types of content such as calls and podcasts, and touch control customizations.

We believe these developments make our Lucyd eyewear perhaps the smartest smartglasses available today, and represent a significant marketing opportunity for our core smartglass products.

Kiosks and Retail Fixtures

A large part of our strategy is not just to provide a leading smart eyewear platform, but to build a highly functional mobile software and interactive retail fixture ecosystem to support user adoption and “stickiness” with our products.

We have engineered and provided a variety of virtual try-on kiosks, modular display systems, and interactive LCD fixtures to fit any retail environment.

These devices introduce our products to prospective retail customers and enable them to digitally try-on our line of smart glasses in a touch-free manner.

Many of our retail fixtures allow for customization to suit our retail store partners’ needs, and the most recently developed fixtures feature a proprietary kiosk app we recently developed in-house.

Our most advanced displays offer a complete Lucyd experience, including virtual try-on, social media content, detailed product info and videos, and seamless music demos – which overall provide an immersive onboarding experience for prospective customers in retail stores carrying our frames.

Our mission is to Upgrade Your Eyewear ® .

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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:

We view the integration of Bluetooth technology into the arms of the glasses as one of the key next steps 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.

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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 expansive product offering currently consists of 26 different models (soon to increase to 34 different styles with the pending launch of the Reebok ® sport collection), which offers a similar amount of style variety as many traditional eyewear collections.

When paired with the Lucyd app, our smartglasses 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.

Our successes to date demonstrate 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.

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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.

Our most recent donation was made in January 2024, and consisted of 3,000 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 .

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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.

According to a 2021 report of the Vision Council, a non-profit trade association that serves member companies of the optical industry, there are approximately 167 million adults wearing prescription eyeglasses in the United States.

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

was $68 billion in 2024, growing at about 2.7% from 2023.

The smartglass market size was estimated at $1.9 billion worldwide in 2024, and is expected to grow at a compounded annual growth rate of 27% from 2025 to 2030 according to Grand View Research.

At the same time, the market for digital assistants like Siri, Google Voice, Bixby, and Alexa has grown rapidly worldwide in recent years, estimated at over 8 billion voice assistant-enabled devices in use in 2024, doubling the amount from 2020 and indicating strong proliferation of voice-controlled devices.

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 and a key advantage of our products over standalone smartphone usage.

The common denominator among markets for hearables and digital assistants 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.

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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.

When we initially organized Innovative Eyewear five 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:

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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.

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, Walmart.com, Target.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.

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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.

Carrera Echo Glasses (Third Gen).

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.

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

We do not see our products as directly competing with augmented reality / head-mounted display products such as Apple Vision Pro, due to radically different use cases and pricing structures.

Our Competitive Strengths

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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:

According to the Governors Highway Safety Association, there were over 7,000 pedestrian deaths in the U.S.

in 2023, and experts believe smartphones were partially to blame.

Recent data from the Governors Highway Safety Association indicates that since 2010, the number of pedestrian deaths rose by 77%, while all other traffic deaths increased by 22% (Pedestrian Traffic Fatalities by State:

2023 Preliminary Data – (https://www.ghsa.org/resources/Pedestrians24).

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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.).

All of our products are sold through multiple e-commerce channels, including on our website (Lucyd.co), BestBuy.com, DicksSportingGoods.com, Brookstone.com, Walmart.com, Target.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.

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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%;

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 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.

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

Our business model leverages dual revenue streams through B2C and B2B channels, with e-commerce sales generating robust gross margins of approximately 69% and wholesale operations delivering steady gross margins of approximately 32%.

Our Lucyd.co platform’s lens upgrade program maintains consistent profit margins of approximately 35%.

In 2024, we strengthened our competitive position through strategic supplier optimization, partnering with a premier frame manufacturer while simultaneously achieving cost efficiencies in lens sourcing.

This enhancement in our supply chain, combined with our calculated market penetration investments in 2023 (including strategic promotional pricing and targeted product seeding to media partners, influencers, and industry reviewers), has positioned us for sustained margin improvement and scalable growth.

Online retail sales accounted for the majority of our sales in 2024 and 2023.

E-commerce Channels

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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).

The site offers the most customization options of any of our sales channels and a full prescription lens lab, offering over 100 different lens types, including transition lenses and progressive bifocals.

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).

It drives approximately one third 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.

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

Social Selling

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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.

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

As part of this strategy, we provide customizable modular display systems and interactive LCD retail fixtures to our resellers to provide an immersive virtual try-on experience along with detailed product info and videos for prospective customers.

Notable among our independent optical partners is NFM Optical, a Berkshire Hathaway business unit doing approximately $1 billion in revenue, which demonstrates the potential for successful integration of smart eyewear into traditional optical retail environments.

National Eyewear Chains

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.

Thanks to aggressive promotion from competing glasses, retailers are now more open to introducing smart eyewear in their stores and on their e-commerce platforms.

As key examples of this, in 2024, we expanded to start selling on Target.com, and recently onboarded all Micro Center locations.

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 2025.

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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.

In addition to mainstream optical channels, we distribute our Lucyd eyewear through leading big box stores, such as Best Buy and Dick’s Sporting Goods, through either their eyewear or electronics departments.

We have recently expanded our electronics retail presence through partnerships with specialized electronics retailers such as Micro Center, further strengthening our position in the consumer electronics segment.

License Agreements and Specialty Retail Stores

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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.

We launched the Nautica ® Powered by Lucyd smart eyewear collection and the Eddie Bauer ® Powered by Lucyd smart eyewear collection in January 2024 and April 2024, respectively, and plan to launch Reebok ® Powered by Lucyd sport and optical collections in the second quarter and fourth quarter of 2025, respectively.

In addition to the above channels, with the recent launch of Lucyd Armor Safety Smart Eyewear, featuring ANSI Z87.1 Certification and Canadian Safety Certification, we are expanding into the safety eyewear market.

Our distribution strategy targets major home improvement retailers including Home Depot, Lowe’s, Ace Hardware, and Canadian Tire, as well as leading industrial PPE (personal protective equipment) distributors such as Grainger and Fastenal.

This certification-backed entry into the safety market represents a significant expansion of our addressable market.

Manufacturing and Supply Chain

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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.

Recently, the U.S.

government increased tariffs

on goods imported from China to 20%.

The Company has researched alternate manufacturing solutions outside of China and believes it may

be possible to shift production elsewhere if necessary;

however, there remains to be uncertainty as to whether there will be any other

changes to U.S.

government trade policy.

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).

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

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

As the first smart eyewear manufacturer developing tailored products for specific use cases, our marketing approach uniquely addresses distinct segments through our All-Day Wear, Sun, Sports, and Safety product lines.

This segmented strategy enables us to deliver targeted messaging to professional users seeking AI-enabled daily eyewear, active individuals requiring high-performance features, and industrial users needing certified protective equipment with smart capabilities.

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.

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In 2025, 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 believe we are trendsetters in creating relevant, omni-channel touchpoints that derive meaningful experiences and products designed for our customers’ specific use cases and environments.

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

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

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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.

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 across all our target segments.

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

Our influencers

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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;

We have engaged UK football legend and Olympic athlete Micah Richards as our lead brand ambassador.

In addition, we have onboarded Chris Clark, a pro golfer;

Monique Billings, a WNBA basketball player;

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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.

We license from Lucyd Ltd., a subsidiary of one of our largest stockholders, 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.

We have licensed and filed numerous patents covering all of our current product designs and certain advanced features such as 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.

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December 19, 2019

January 3, 2023

Voice Assistant Management

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November 25, 2020

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September 1, 2021

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September 1, 2021

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October 29, 2021

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Safety Glasses

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December 2, 2021

March 26, 2024

ZL 2021307955902

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November 10, 2021

November 19, 2024

Charging Cradle for Smartglasses

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Charging Cradle

February 27, 2024

ZL 2022302715131

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Smartglasses Temples

February 13, 2023

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System, Apparatus, and Method For Using a Chatbot

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September 8, 2023

SAFETY EYEWEAR

March 1, 2024

SMART EYEWEAR HAVING ACCESSIBLE TACTILE CONTROLS

March 14, 2024

PCT/US24/20715

SYSTEM, APPARATUS, AND METHOD FOR USING A CHATBOT

March 20, 2024

Registered Patent Applications Licensed from Ingeniospec, LLC

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Upgrade your eyewear

Application No.

UK00003886937

International Reg.

Material Agreements

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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.

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, one of our largest stockholders.

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

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£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.

Additionally, we issued 3,750,000 shares of our common stock (187,500 shares on a post-reverse-split basis) to Lucyd Ltd.

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

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The Addendum also confirms that Innovative Eyewear issued Lucyd Ltd.

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

3,750,000 shares of its common stock (187,500 shares on a post-reverse-split basis) as consideration for the license.

Cobranded License Agreements

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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.

We launched the first line of cobranded line of Eddie Bauer ® Powered by Lucyd smartglasses in April 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.

We plan to launch a cobranded line of Reebok ® Powered by Lucyd sport smartglasses in the second quarter of 2025.

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.

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Landstrom Associates, Inc.

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

The Representation Agreement provides for D.

for prospecting wholesale relationships with Walmart, Target, and Best Buy stores in the United States.

This 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.

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.

The term of the 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.

Thus far, this representation agreement has resulted in a successful launch of the Company’s products on BestBuy.com.

Distribution Agreement

On April 1, 2024, we entered into a distribution agreement with Windsor Eyes Inc., which granted Windsor Eyes the non-exclusive right to distribute our products to optical retail chains in the United States.

The term of the agreement is one year, and the Company intends to renew the relationship, as we are working together on securing major retail distribution.

The pricing structure and payment for any products sold under this agreement shall be mutually agreed upon by Windsor Eyes and the Company prior to commencement of any specific order.

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.

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

The app deploys unique Siri integration with the Open AI API for ChatGPT, which was developed internally by the Company and for which we have filed a patent application related to this software.

The Lucyd app 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.

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).

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.

In July 2024, we launched a new feature called “Walkie” for the Lucyd app, which enables thousands of users to join each other on walkie-talkie style communication channels.

This feature was designed with our recently-launched Lucyd Armor smart safety glass product in mind, to enable coworking teams to communicate freely on smart eyewear.

Although we plan to continue to provide the app for free to glasses customers, during the second quarter of 2024 we also added a “Pro” version of the app, which provides unlimited ChatGPT interactions and priority tech support for a modest monthly or annual fee.

This is a new revenue stream for our business, and represents our first diversification in product revenue from frames and lenses.

We believe this may also potentially allow us to capture revenue from users of other hearables such as Apple Airpods that want an audio interface for ChatGPT.

As of December 31, 2024, 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.

Our employees are supported by numerous consultants, contractors, independent sales representatives, and third-party service providers.

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”).

Our official Internet website is www.lucyd.co, through which we make available free of charge 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.

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What changed 10-K

Item 1. Business