7 unchanged sentences
Our failure to meet the continued listing requirements of Nasdaq could result in a delisting of our securities.
−Removed: We have a history of losses, and we may be unable to achieve or sustain profitability.
The optical industry is highly competitive, and if we do not compete successfully, our business may be adversely impacted.
+Added: We have a history of losses, and we may be unable to achieve or sustain profitability.
We have limited experience in scaling a smart eyewear business.
−Removed: If we are unable to manage our expected growth effectively, our brand, and financial performance may suffer, which may have a material adverse effect on our business, financial condition, and operating results.
−Removed: Increases in component costs, shipping costs, long lead times, supply shortages, and supply changes could disrupt our supply chain;
−Removed: factors such as wage rate increases and inflation can have a material adverse effect on our business, financial condition, and operating results.
+Added: If we are unable to manage our expected growth effectively, our brand and financial performance may suffer.
We currently derive all of our revenue from sales of our glasses.
A decline in sales of our eyewear would negatively affect our business, financial condition, and results of operation.
+Added: Increases in component costs, shipping costs, long lead times, supply shortages, and supply changes could disrupt our supply chain;
+Added: factors such as wage rate increases and inflation can have a material adverse effect on our business, financial condition, and operating results.
We face significant risks due to our dependency on foreign supply and manufacturing chains, geopolitical and economic changes, and changes in public perception about internationally sourced and manufactured products.
44 unchanged sentences
We have a history of losses, and we may be unable to achieve or sustain profitability.
−Removed: We have had net losses since inception, had a net loss of $7,665,515 for the year ended December 31, 2024, and had a net loss of $6,663,428 for the year ended December 31, 2023.
−Removed: As of December 31, 2024, we had an accumulated deficit of $24,735,930.
+Added: We have had net losses since inception, had a net loss of $7.5 million for the year ended December 31, 2025, and had a net loss of $7.8 million for the year ended December 31, 2024.
+Added: As of December 31, 2025, we had an accumulated deficit of $32.3 million.
Because we have a limited operating history it is difficult for us to predict our future operating results.
We will need to generate and sustain increased revenue and manage our costs to achieve profitability.
−Removed: Even if we do, we may not be able become or increase our profitability.
+Added: Even if we do, we may not be able to increase our profitability or become profitable.
Our ability to generate profit depends on our ability to strengthen and expand our brand, continue to provide exciting products customers love, expand sales and improve margins.
4 unchanged sentences
We have limited experience in the smart eyewear space.
−Removed: If we are unable to manage our growth effectively, our brand “Lucyd” and our financial performance may suffer, which may have a material adverse effect on our business, financial condition, and operating results.
+Added: If we are unable to manage our growth effectively, our brand and our financial performance may suffer, which may have a material adverse effect on our business, financial condition, and operating results.
The smart eyewear industry is newly emerging.
3 unchanged sentences
Failure to scale could harm our competitive position and future success, including our ability to retain and recruit personnel and to effectively execute our corporate objectives.
+Added: We currently derive principally all of our revenue from sales of our glasses and lenses.
+Added: A decline in sales of our eyewear would negatively affect our business, financial condition, and results of operations.
+Added: We derive substantially all of our revenue from the sale of smartglasses and custom lenses.
+Added: Our glasses are sold in highly competitive markets with limited barriers to entry, although in our view the barriers to building commercially viable smartglasses are significant, due to the complexity of materials and assembly involved.
+Added: Introduction by competitors of comparable products at lower price points, a maturing product lifecycle, a decline in consumer spending, or other factors could result in a material decline in our revenue.
+Added: Because we derive most of our revenue from the sale of our glasses, any material decline in sales of our glasses would have a material adverse impact on our business, financial condition, and operating results.
Our ability to generate net revenue will depend upon many factors, some of which we may have no control over .
25 unchanged sentences
All of the components that go into the manufacturing of our products and services are sourced from a limited number of third-party suppliers predominantly in the U.S.
−Removed: There is currently a tariff on all products imported from China in the amount of 20%;
−Removed: we cannot determine at this time how this will affect our future profitability, whether it will reduce the number of smart glasses that we sell, or whether we could pass these tariff costs on to our customers through pricing adjustments.
Our contract manufacturers purchase and provide many of these components on our behalf, including sun lenses, demo lenses, hinge and chip sets and other electronic components, and we do not have long-term arrangements with most of our component suppliers.
21 unchanged sentences
government granted a temporary exclusion for plastic and metal frames with a retroactive effective date of September 1, 2019, and such exclusion expired in September 2020.
−Removed: Recently, the tariff was increased to 20%.
−Removed: There remains to be uncertainty as to what the impact of the increased tariff will be or whether there will be any other changes to U.S.
+Added: Beginning in April of 2025, the U.S.
+Added: government announced new or increased tariffs on goods imported from various countries to the U.S.;
+Added: as of April 2025, smart eyewear products that entered the U.S.
+Added: from China had a total effective duty of 27.5%.
+Added: In February 2026, the Supreme Court of the U.S.
+Added: struck down a portion of the tariffs that were announced in April 2025.
+Added: Currently, there remains to be uncertainty as to whether there will be any other changes to U.S.
government trade policy.
−Removed: If we are unable to mitigate the full impact of the enacted and increased tariffs (including whether we could pass these tariff costs on to our customers through pricing adjustments, and if so, whether such increased prices would decrease the number of glasses that we sell), our financial results may be negatively affected.
−Removed: While it is too early to predict how the current and future China tariffs will impact our business, our financial results may also be impacted by any resulting economic slowdown.
+Added: Although management took actions during 2025 which were largely successful in mitigating the impacts of the tariffs in effect at the time, and continues to monitor the evolving international trade and tariff situation and has developed contingency sourcing options should conditions materially change, we cannot predict with certainty the impact that tariffs may have on our business and financial results in the future, and cannot provide any assurance that any actions we may take in the future to mitigate the impacts of tariffs will be successful.
The inability to fulfill, or any delays in processing, customer orders through third party optical laboratory optical laboratory could result in the loss of customers, issuances of refunds or credits, and may also adversely affect our income and reputation.
5 unchanged sentences
Our competitive price model and pricing pressures in the optical retail industry may inhibit our ability to reflect these increased costs in the prices of our products, in which case such increased costs could have a material adverse effect on our business, financial condition, and results of operations especially since we believe that one of our competitive advantages is how the price point for our glasses is generally lower than that of certain of our competitors.
−Removed: We currently derive principally all of our revenue from sales of our glasses and lenses.
−Removed: A decline in sales of our eyewear would negatively affect our business, financial condition, and results of operations.
−Removed: We derive substantially all of our revenue from the sale of smartglasses and custom lenses.
−Removed: Our glasses are sold in highly competitive markets with limited barriers to entry, although in our view the barriers to building commercially viable smartglasses are significant, due to the complexity of materials and assembly involved.
−Removed: Introduction by competitors of comparable products at lower price points, a maturing product lifecycle, a decline in consumer spending, or other factors could result in a material decline in our revenue.
−Removed: Because we derive most of our revenue from the sale of our glasses, any material decline in sales of our glasses would have a material adverse impact on our business, financial condition, and operating results.
We face significant risks due to our dependency on foreign supply and manufacturing chains, geopolitical and economic changes, and changes in public perception about internationally sourced and manufactured products.
39 unchanged sentences
In order to protect our brand, we also plan to expend substantial resources to register and defend our trademarks and to prevent others from using the same or substantially similar marks.
−Removed: Despite these efforts, we and Lucyd Ltd.
−Removed: may not always be successful in protecting the trademarks we license from Lucyd Ltd.
+Added: Despite these efforts, we may not always be successful in protecting our trademarks.
Our trademarks may be diluted, and we may suffer harm to our reputation, or other harm to our brand.
111 unchanged sentences
The occurrence of any of these foregoing risks could adversely affect our business, financial condition, and results of operations and expose us to unknown risks or liabilities.
−Removed: If we fail to successfully launch, or after we launch receive insufficient revenue from our cobranded collections with Nautica, Eddie Bauer, and Reebok, our business, financial condition, and results of operations would be harmed.
−Removed: We recently launched our cobranded collections with Nautica and Eddie Bauer in the first and second quarters of 2024, respectively.
−Removed: We also plan to launch our Reebok cobranded collection in the second quarter of 2025.
−Removed: We believe these brand partnerships will grow our company due to the global renown of these partners, and we believe that these brand partnerships will play a significant role in our future revenue growth by offering a more diversified product portfolio 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).
−Removed: However, if we are unable to successfully launch the Reebok cobranded collection, we may not be able to grow as currently anticipated and may be required to shift our current business plans.
+Added: If we receive insufficient revenue from our cobranded collections with Nautica, Eddie Bauer, and Reebok, our business, financial condition, and results of operations would be harmed.
+Added: We launched our cobranded collections with Nautica and Eddie Bauer in the first and second quarters of 2024, respectively, and launched our Reebok cobranded collection in the second quarter of 2025.
+Added: We believe these brand partnerships will grow our company due to the global renown of these partners, and we believe that these brand partnerships will play a significant role in our future revenue growth by offering a more diversified product portfolio that speaks to consumers from different demographics (for example, Nautica generally appeals to a more fashion-forward customer, and Eddie Bauer generally appeals to an older demographic than our other lines).
+Added: However, we may not be able to grow as currently anticipated and may be required to shift our current business plans.
Further, following the launch our cobranded collections with Nautica, Eddie Bauer, and Reebok, there is no guarantee that we will receive sufficient revenue to pay the licensing fees that would be owed to Nautica, Eddie Bauer, and Reebok.
−Removed: Specifically, the aggregate future minimum payments due under the license agreements related to these brands is $14,010,000 over the next nine years, although we have the option to cancel the agreements during the fifth year.
+Added: Specifically, the aggregate future minimum payments due under the license agreements related to these brands is $13.57 million over the next eight years, although we have the option to cancel the agreements during the fifth year of the respective agreements.
If we are not able to successfully market and sell our cobranded products, we will not receive sufficient revenue to pay the licensing fees and would need to use the proceeds from our other products to pay the fees.
74 unchanged sentences
Risks Related to Intellectual Property
−Removed: We license some of our technology from Lucyd Ltd.
−Removed: and from a third party.
−Removed: Our inability to maintain these licenses could materially affect our business, financial condition, and operating results.
−Removed: Some of our current intellectual property is licensed from Lucyd Ltd., one of our larger stockholders, pursuant to a license agreement we entered into with Lucyd Ltd.
−Removed: on April 1, 2020 (the “License Agreement”).
−Removed: Pursuant to the License Agreement, we acquired an exclusive, worldwide license that is royalty-free, fully paid up, and perpetual license for the exclusive use of certain assets of Lucyd Ltd.
−Removed: related to Innovative Eyewear current products and trademarks.
−Removed: Please see “Business—Material Agreements” for a more complete description of the License Agreement.
−Removed: Some of our current intellectual property is licensed from IngenioSpec, LLC, a third-party entity, pursuant to license agreement we entered into on January 3, 2024.
−Removed: Pursuant to this license agreement, we acquired a multi-year non-exclusive license for multiple smart eyewear patents that we fully prepaid at the time of entry into the agreement.
−Removed: There can be no assurance that these licenses will not be terminated by the respective counterparty and if we are unable to continue to license such technology then our business, financial condition and operating results would be adversely affected.
Failure to adequately maintain and protect our intellectual property and proprietary rights could harm our brand, devalue our proprietary content, and adversely affect our ability to compete effectively.
−Removed: Our success depends to a significant degree on Lucyd Ltd.’s ability to obtain, maintain, protect, and enforce our licensed intellectual property rights, including those in our proprietary technologies, know-how, and brand.
+Added: Our success depends to a significant degree on our ability to obtain, maintain, protect, and enforce our intellectual property rights, including those in our proprietary technologies, know-how, and brand.
To protect our rights to our intellectual property, we rely on a combination of patent, trademark, copyright and trade secret laws, domain name registrations, confidentiality agreements, and other contractual arrangements with our employees, affiliates, clients, strategic partners, and others.
4 unchanged sentences
Further, even if we are successful, defending our intellectual property rights could result in the expenditure of significant financial and managerial resources, which could adversely affect our business, financial condition, and results of operations.
−Removed: If we fail to protect our intellectual property rights adequately, our competitors may gain access to our licensed intellectual property and proprietary technology and develop and commercialize substantially identical offerings or technologies.
+Added: If we fail to protect our intellectual property rights adequately, our competitors may gain access to our intellectual property and proprietary technology and develop and commercialize substantially identical offerings or technologies.
Any patents, trademarks, copyrights, or other intellectual property rights that we have or may obtain may be challenged or circumvented by others or invalidated or held unenforceable through administrative process, including re-examination, inter partes review, interference and derivation proceedings, and equivalent proceedings in foreign jurisdictions (e.g., opposition proceedings), or litigation.
32 unchanged sentences
Regulatory bodies have and may continue to establish additional top-level domains, appoint additional domain name registrars, or modify the requirements for holding domain names.
−Removed: We may not be able to, or it may not be cost-effective to, acquire or maintain all domain names that utilize the name “Lucyd Ltd.” or “Innovative Eyewear” in all of the countries in which we currently conduct or intend to conduct business.
+Added: We may not be able to, or it may not be cost-effective to, acquire or maintain all domain names that utilize the name “Lucyd” or “Innovative Eyewear” in all of the countries in which we currently conduct or intend to conduct business.
If we lose the ability to use a domain name, we could incur significant additional expenses to market our products within that country, including the development of new branding.
This could substantially harm our business, results of operations, financial condition and prospects.
−Removed: We may incur costs to defend against, face
−Removed: liability or for being vulnerable to intellectual property infringement claims brought against us by others.
+Added: We may incur costs to defend against, face liability or for being vulnerable to intellectual property infringement claims brought against us by others.
Third parties may assert claims against us alleging that we infringe upon, misappropriate, dilute or otherwise violate their intellectual property rights, particularly as we expand our business and the number of products we offer.
124 unchanged sentences
labor availability and costs for hourly and management personnel;
−Removed: changes in interest rates;
−Removed: macroeconomic conditions, both nationally and locally;
+Added: macroeconomic conditions;
changes in consumer preferences and competitive conditions;
5 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.