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Item 1. Business

2026-03-25 compared with 2025-03-24 · 138 added, 189 removed, 403 unchanged (45% of the section changed)

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.

We develop and sell cutting-edge smart eyewear – including prescription eyeglasses, ready-to-wear sunglasses, safety glasses, and sport glasses – that is designed to allow our customers to remain connected to their digital lives.

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.

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

(“Tekcapital”).

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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.

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

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

Our Lucyd Armor product line provides all of the powerful features of Lucyd eyewear in stylish safety glasses designed for all-day wear.

Lucyd Armor smart safety glasses have been certified to meet safety standards in the U.S., Canada, United Kingdom, and European Union.

First launched in October 2024, Armor has rapidly become one of our best-selling products, and in November 2025, we launched additional new variants of the Lucyd Armor glasses, in order to expand the collection to a wider audience and build on the success of the original model with important variations in lens functionality and sizing.

We currently offer five different models of Lucyd Armor smart safety glasses.

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

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).

The Eddie Bauer ® Powered by Lucyd smart eyewear collection, first launched in April 2024, includes four different frame styles, and showcases the first-to-market rimless smart eyewear design.

The Eddie Bauer collection is a premium product line featuring brushed titanium hardware, improved sound quality, and includes the patent-pending Lucyd dock with every unit.

In April 2025, we launched the Reebok ® Powered by Lucyd sport smart sunglasses collection in eight different frame styles.

This collection features custom high-fidelity speakers, powerful amplifiers, and equalizers specifically tuned for outdoor activities and sports environments.

Subsequently, in November 2025, we launched two additional styles of Reebok ® Powered by Lucyd sport smart sunglasses.

We plan to launch the Reebok ® Powered by Lucyd premium optical collection in the first half of 2026.

Our current product offering consists of 34 different models across the traditional, sport, and safety categories.

Most styles are available with 100+ different lens and prescription options, resulting in thousands of sellable variations of products currently available.

With Lucyd Lyte and our Nautica ® and Eddie Bauer ® lines (traditional), Reebok ® (sport) line, and Lucyd Armor (safety) line, we believe we are the first smart-eyewear company with products concurrently in the traditional, sport, and safety eyewear categories.

Our cobranded license arrangements enable us to offer a more diversified product portfolio and help us reach distinct consumer segments and demographics (for example, Nautica ® skews more fashion-forward than Lucyd Lyte, Eddie Bauer ® reaches an older demographic, and Reebok ® attracts younger, more active customers).

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

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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.

Since the initial launch of Lucyd Lyte, we have 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.

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.

The Company currently has an overall portfolio of owned and licensed intellectual property of over 120 patents and applications.

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, as well as a Bixby integration for Samsung phones, developed internally by the Company.

The Lucyd app, available for iOS and Android, is a free application that 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.

First launched in 2023, the app deploys a powerful and unique Siri and Bixby integration with the Open AI API for ChatGPT, 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.

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

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

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

In February 2025, we updated the Lucyd app’s Walkie feature, enabling premium subscribers access to secure and private walkie channels, providing businesses and organizations with a powerful tool to communicate confidentially and seamlessly through Lucyd smart eyewear.

In May 2025, we announced additional updates to the Lucyd app, including new voice prompts and further enhancements for the app’s Walkie feature.

Most recently, in September 2025, we announced the addition of a new translation feature to the Lucyd app, which allows for voice-based translation between 17 languages in real time.

We plan to launch more new features for the Lucyd app in the future.

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.

The Lucyd app delivers an updated user experience over time without requiring costly hardware changes.

Additionally, the overall flexibility of Bluetooth connectivity and ability to connect to a variety of voice assistants, including device-native assistants and ChatGPT, make our glasses a “device- and AI- agnostic” peripheral suitable for use with almost any desktop or mobile computing platform.

This aspect of our products makes them a highly compatible interface accessory and distinguishes them from accessories designed to enhance a specific platform, such as Apple AirPods for iOS or gaming headsets for desktop computers.

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.

We provide certain retail partners with point-of-sale display materials, including virtual try-on kiosks, modular display units, and interactive LCD fixtures designed to support in-store product education and demonstrations.

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

During 2025, we continued to develop and enhance our merchandising display systems, including updated designs intended to support features such as video content, product education, and interactive product demonstrations (e.g., audio testing and/or digital try-on content).

The Company currently offers three key display systems:

(1) Hero Displays, which are unpowered branding stands, (2) Counter Kiosks, which offer digital and interactive demo experiences, and (3) the Lucyd Kiosk, which is a freestanding screen for larger stores.

Across all display systems offered by the Company, approximately 60 displays have been deployed to vendors as of December 31, 2025.

Our mission is to Upgrade Your Eyewear ® .

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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.

In a sense, we view this integration of technology and vision 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 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 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.

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

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.

Our expansive product offering currently consists of 34 different models, 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.

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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.

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:

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

The Company believes good vision is a human right, and to this end makes regular frame donations to charitable organizations in South Florida and beyond.

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

Our most recent donation was made in January 2024, and consisted of 3,000 eyeglass, sunglass, and reading glass frames.

Most recently, we donated 125 pairs of Lucyd Lyte smart glasses to North Miami High School in 2025.

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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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.

was $69.5 billion in 2025, up 4.4% from 2024.

The smartglass market size was estimated at $2.5 billion worldwide in 2025, and is expected to grow at a compounded annual growth rate of 24% from 2026 to 2033 according to Grand View Research.

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Our Business Strategy

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.

When we first started our company, 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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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.

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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, 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.

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 2025.

All of our products are designed in Miami, manufactured in China, and sold through a combination of e-commerce channels and wholesale and retail partners, including independent optical stores and certain national and specialty retailers., Currently, our products are sold in over 400 retail stores (across over 300 unique wholesale accounts) , primarily in the U.S.

During the latter half of 2025, we have begun to focus more efforts on international expansion, including the development of new partnerships with distributors and retailers in the UK, EU, Canada, and Latin America, as well as securing initial orders from key European markets.

Domestically, our strategy has recently been focused on pursuing online and in-store big box retailers, and in-store and online specialty retailers.

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.

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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:

Carrera Echo Glasses (Third Gen).

Ray-Ban Meta Glasses.

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

The smart eyewear industry in which we operate is competitive and is subject to changes as it continues to evolve.

The smart eyewear market encompasses multiple product categories, including:

(i) audio‑enabled smart glasses that provide open‑ear audio and access to voice assistants;

(ii) camera‑enabled smart glasses that combine audio with photo/video capture and social‑media features;

and (iii) augmented reality (“AR”) and virtual reality (“VR”) headsets and glasses.

We primarily compete in the audio‑enabled smart glasses category, and we also compete with certain camera‑enabled smart glasses and with traditional (non‑smart) eyewear and headphones.

AR/VR headsets and glasses generally target different use cases, price points, and form factors than our products, and we do not currently focus our product strategy on AR/VR headset devices.

Our competitors include large technology companies, consumer electronics companies, eyewear brands, and manufacturers of industrial safety eyewear.

Many of these competitors – such as, for example, Amazon, Meta, and Solos – 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.

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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in 2024, 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).

Recent data from the Governors Highway Safety Association indicates that since 2016, the number of pedestrian deaths rose by 20%, (Pedestrian Traffic Fatalities by State:

2024 Preliminary Data – (https://www.ghsa.org/resource-hub/pedestrian-traffic-fatalities-2024-data).

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

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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.

We generally price our smart eyewear in a range intended to be competitive with traditional designer eyewear.

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

Camera‑Free, Voice‑First Design .

Our products are designed to deliver hands‑free audio and voice assistant access without a camera, which we believe can support user privacy preferences, enable longer battery life, and lighter weight compared to certain camera‑enabled alternatives, and help maintain price parity with traditional eyewear.

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.

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Customizable Product Offering .

There are 100+ 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.

There are 100+ lens types available for our smart glasses, making our products the most customizable smart eyewear in the world.

Our partnership with a third-party optical lab in Florida allows us to offer custom lenses and direct prescription fulfillment to our customers quickly and affordably.

At just 1.0 - 1.75 ounces, our eyewear has a feather-light fit, suitable for all day vision correction or sun protection (traditional glasses weigh about 1 ounce).

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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, 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.).

All of our products are sold through multiple e-commerce channels, and are distributed through optical or other retailers.

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

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

Vertical‑Specific Product Strategy.

We design and market smart eyewear for multiple segments, including industrial safety, sport/performance, and everyday optical/lifestyle use.

While we face competitors in each segment, we believe our focus on mass‑market use cases and familiar eyewear form factors differentiates our approach from certain competitors that emphasize more technology‑heavy devices.

Compliance and Safety Positioning.

Lucyd Armor products are designed and marketed as safety eyewear and have been certified to meet applicable safety standards, including ANSI Z87.1 (United States), CSA Z94.3 (Canada), and EN ISO 166 (European Union).

Intellectual property and know‑how.

We have developed and acquired intellectual property related to smart eyewear design and software integrations, and we continue to pursue additional patent protection where appropriate.

Experienced Management Team .

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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, Brookstone.com, Walmart.com, and Target.com, 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.

(1) e-commerce (primarily via Lucyd.co and Amazon.com), and (2) a growing network of retail stores across a variety of resellers.

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 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.

Online retail sales accounted for the majority of our sales in 2025 and 2024, and have represented the majority of our sales since inception.

E-commerce Channels

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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.

Additionally, the Lucyd website ships worldwide and provides a quick and smooth buying experience.

Amazon.com/lucyd is our brand shop 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).

It drives a significant portion 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, 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.

Other Major Websites

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

Social Selling

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.

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

The Awin 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.

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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.

Many of these retail stores have placed multiple stocking orders since first 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 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

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.

Based on our current discussions 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 2026.

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)

Big Box Retail Stores (electronics, sporting goods, home improvement, general merchandise)

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

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.

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.

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

Additionally, with the successful launch and explosive growth of Lucyd Armor Safety Smart Eyewear, 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.

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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 Miami, Florida, to have the lenses cut, ground, and mounted in the frames, whereupon they are directly shipped to customers.

Beginning in April of 2025, the United States government has announced new or increased tariffs on goods imported from various countries to the U.S.

We have taken actions to mitigate the negative impacts of the tariffs, including diversifying our logistics network and modifying our product fulfilment and replenishment model.

More specifically, we opened three new fulfillment centers (in Europe, Canada, and the Shenzhen special economic zone of China) to improve the fluidity of our international factory direct business (which is not subject to U.S.

tariffs), and are working to rapidly expand this business unit with regional resellers.

Additionally, we have conducted a thorough investigation of alternatives to Chinese manufacturing in the event that tariffs make manufacturing there untenable.

Although this has not yet come to pass, the Company is prepared to shift manufacturing to Taiwan and/or Vietnam if necessary, and has developed contingency plans to do so.

These and other actions taken by management to date to mitigate the impacts of tariffs have been largely successful thus far, and restored our third and fourth quarter 2025 gross profit margins to a level that was mostly consistent with our pre-tariff business plan.

However, the current international geopolitical climate related to tariffs is fluid and continues to evolve.

We are actively monitoring the ongoing tariff and trade policy developments, and continue to evaluate the potential impacts to our business, cost structure, supply chain, and the broader economic environment.

We market our products through a combination of digital advertising, online marketplaces, social media, influencer and user‑generated content, email marketing, affiliate programs, public relations, and wholesale partner co‑marketing initiatives.

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

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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 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’ 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.

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.

Our wholesale marketing strategy includes traditional sales email and call outreach;

attendance at national, international, and regional optical trade shows;

optical, athletic, and safety trade advertisements;

and B2B mailer and digital mailer campaigns to inform optical businesses about our new releases.

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.

We intend to continue to refine and expand our marketing efforts in 2026 and going forward.

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 ® .

To accelerate brand awareness and product sales, we have implemented an influencer strategy to engage leading figures in sports and the arts, who like and enjoy wearing Lucyd smart glasses.

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.

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;

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.

The Company also regularly engages popular influencers on TikTok and Instagram to promote its products, and envisions TikTok will become a significant e-commerce channel in the future.

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

Intellectual Property

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 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 115 patents and applications.

Our current U.S.

and foreign patent portfolio is as listed below.

Pending and Registered Patent Applications Licensed from Lucyd Ltd.

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

App/Patent Number

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December 12, 2019

App/Patent Number

Wireless Smartglasses with Quick Connect Front Frames

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December 2, 2021

App/Patent Number

Safety Glasses

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November 2, 2022

Pending / published

42023078694.9 / 40089894

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September 5, 2023

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

App/Patent Number

Pending / published

Charging Cradle

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April 2, 2024

App/Patent Number

February 9, 2023

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March 1, 2024

February 10, 2026

SMART EYEWEAR HAVING ACCESSIBLE TACTILE CONTROLS

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March 20, 2024

BR 302024004471-2

SAFETY EYEWEAR

August 28, 2024

MX/f/2024/002575 / 74890

SAFETY EYEWEAR

August 28, 2024

PCT/US25/15969

Smart Eyewear Having Accessible Tactile Controls

February 14, 2025

SMARTGLASSES DEVICE WITH INTEGRATED RF AND WIRELESS COMMUNICATION CAPABILITIES AND COMPATIBLE SOFTWARE APPLICATION INTERFACE

July 17, 2025

SYSTEM, APPARATUS, AND METHOD FOR USING A CHATBOT

September 22, 2025

SYSTEM, APPARATUS, AND METHOD FOR USING A CHATBOT

October 22, 2025

APPARATUS, SYSTEMS AND METHODS FOR INTEGRATING GENERATIVE ARTIFICIAL INTELLIGENCE (AI) CHATBOTS IN HEARABLES

December 9, 2025

Registered Patent Applications Licensed from Ingeniospec, LLC

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Eyewear with Detection System

App/Patent Number

Eyewear with Printed Circuit Board Supporting Messages

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Head-worn Device with Connection Region

ZL200510067143.5

200510067143.5

Radiation Detection System for Eyewear and Other Products

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

Registered Trademarks and Applications:

Trademark Number

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International Reg.

Material Agreements

License Agreement between Innovative Eyewear, Inc.

and Lucyd Ltd.

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, 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:

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 ® 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.

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.

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.

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.

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 (187,500 shares on a post-reverse-split basis) as consideration for the license.

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 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 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.

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 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 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, 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

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.

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.

Human Capital

Our employees’ knowledge and personality attributes enable our company to achieve its goals, develop our business, and remain innovative.

As of December 31, 2025, we had 13 full time employees, spread over business development, marketing, finance, sales, app design, support, and frame design.

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

Overall, we believe that our relationship with our employees is good.

None of our employees are represented by a labor union.

Other Information

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What changed 10-K

Item 1. Business