Innovative Eyewear Inc 10-K

Item 9A. Controls and Procedures . Disclosure Controls and Procedures We maintain disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15 and 15d-15 of the Exchange Act. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of the end of fiscal year 2025. Management’s Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our management, including the principal executive officer and principal financial officer, does not expect that our internal controls over financial reporting will prevent all errors and all fraud. A control system, no matter how well designed and operated, cannot provide full assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles. Under the supervision and with the participation of our management, including the principal executive officer and principal financial officer, we conducted an evaluation as to the effectiveness of our internal control over financial reporting as of December 31, 2025. In making this assessment, our management used the criteria for effective internal control set forth by the Committee of Sponsoring Organizations of the Treadway Commission in the 2013 Internal Control – Integrated Framework . Based on this assessment, our management concluded that our internal control over financial reporting was not effective as of December 31, 2025, for the reasons outlined below. Background and Remediation of Material Weakness In connection with our evaluation of disclosure controls and procedures covering our financial statements as of December 31, 2025, we identified material weaknesses in our internal control over financial reporting. We have concluded that material weaknesses exist in our disclosure controls and procedures, including internal control over financial reporting, as we do not have the necessary business processes, personnel, and related internal controls to operate in a manner to fully satisfy the accounting and financial reporting requirements of a public company. These material weaknesses manifested themselves in ways that included the improper segregation of duties relating to review of the recording of journal entries and the reconciliation of key accounts and safeguarding of assets, as well as the analysis of accounting for certain transactions and accounts, inadequate controls related to information technology, and inadequate documentation and monitoring of processes, accounting policies, and procedures. In order to remediate these material weaknesses, we plan to take the following actions: ● the hiring of additional accounting and finance resources with public company experience; and ● implementation of additional review controls and processes requiring timely account reconciliation and analyses of certain transactions and accounts. 55 These planned actions are subject to ongoing evaluation by management and will require testing and validation of design and operating effectiveness of internal control over financial reporting over future periods. We are committed to the continuous improvement of our internal control over financial reporting and will continue to review the internal control over financial reporting. This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to a permanent exemption of the Commission that permits the Company to provide only management’s report in this Annual Report on Form 10-K. Accordingly, our management’s assessment of the effectiveness of our internal control over financial reporting as of December 31, 2025 has not been audited by our auditors, Cherry Bekaert LLP. Changes in Internal Control Over Financial Reporting There were no changes in our internal control over financial reporting during the fourth quarter of fiscal year 2025 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. Item 9B. Other Information . On December 13, 2024 , Harrison Gross , our Chief Executive Officer , adopted a Rule 10b5-1 trading plan, which was effective through August 31, 2025 . The terms of this arrangement provided for (i) the sale of stock to cover Mr. Gross’ income tax withholding obligations associated with the issuance of 19,200 shares of common stock in connection with the vesting of restricted stock units, plus (ii) the sale of 2,880 shares of common stock. The aggregate number of shares sold pursuant to this arrangement during 2025 was 8,967. On December 9, 2025 , Harrison Gross , our Chief Executive Officer , adopted a Rule 10b5-1 trading plan, which is effective through August 31, 2026 . The terms of this arrangement provide for (i) the sale of stock to cover Mr. Gross’ income tax withholding obligations associated with the issuance of 49,200 shares of common stock in connection with the vesting of restricted stock units, plus (ii) the sale of 35% of the net shares of common stock received from such vesting, at the prevailing market price. As such, the estimated aggregate number of shares to be sold pursuant to this arrangement is 26,702. On December 13, 2024 , Konrad Dabrowski, who was at the time our Co-Chief Financial Officer , adopted a Rule 10b5-1 trading plan, which was effective through August 31, 2025 . The terms of this arrangement provided for the sale of stock to cover Mr. Dabrowski’s income tax withholding obligations associated with the issuance of 16,800 shares of common stock in connection with the vesting of restricted stock units. The aggregate number of shares sold pursuant to this arrangement during 2025 was 5,296. On December 9, 2025 , Konrad Dabrowski , our Chief AI and Growth Officer , adopted a Rule 10b5-1 trading plan, which is effective through August 31, 2026 . The terms of this arrangement provide for the sale of stock to cover Mr. Dabrowski’s income tax withholding obligations associated with the issuance of 41,800 shares of common stock in connection with the vesting of restricted stock units. As such, the estimated aggregate number of shares to be sold pursuant to this arrangement is 12,394. On December 13, 2024 , Oswald Gayle , who was at the time our Co-Chief Financial Officer, adopted a Rule 10b5-1 trading plan, which was effective through December 2, 2025 . The terms of this arrangement provided for (i) the sale of stock to cover Mr. Gayle’s income tax withholding obligations associated with the issuance of 10,800 shares of common stock in connection with the vesting of restricted stock units, plus (ii) the sale of up to 100% of the net vested shares of common stock at certain specified limit prices. The aggregate number of shares sold pursuant to this arrangement during 2025 was 8,935. On December 9, 2025 , Oswald Gayle , our Chief Financial Officer , adopted a Rule 10b5-1 trading plan, which is effective through August 31, 2026 . The terms of this arrangement provide for (i) the sale of stock to cover Mr. Gayle’s income tax withholding obligations associated with the issuance of 32,466 shares of common stock in connection with the vesting of restricted stock units, plus (ii) the sale of 4,870 shares of common stock received from such vesting at the prevailing market price. As such, the estimated aggregate number of shares to be sold pursuant to this arrangement is 14,496. 56 On December 13, 2024 , David Eric Cohen , our Chief Technology Officer , adopted a Rule 10b5-1 trading plan, which was effective through December 2, 2025 . The terms of this arrangement provided for (i) the sale of stock to cover Mr. Cohen’s income tax withholding obligations associated with the issuance of 14,400 shares of common stock in connection with the vesting of restricted stock units, plus (ii) the sale of up to 3,038 of the net vested shares of common stock at certain specified limit prices. The aggregate number of shares sold pursuant to this arrangement during 2025 was 7,689. On December 9, 2025 , David Eric Cohen , our Chief Technology Officer , adopted a Rule 10b5-1 trading plan, which is effective through December 2, 2026 . The terms of this arrangement provide for (i) the sale of stock to cover Mr. Cohen’s income tax withholding obligations associated with the issuance of 36,400 shares of common stock in connection with the vesting of restricted stock units, plus (ii) the sale of up to 7,440 of the net vested shares of common stock at certain specified limit prices. As such, the estimated minimum aggregate number of shares to be sold pursuant to this arrangement is 10,793, and the estimated maximum aggregate number of shares that may be sold pursuant to this arrangement is 18,233. On December 13, 2024, Joaquin Abondano , our Chief Operating Officer , adopted a Rule 10b5-1 trading plan, which was effective through December 8, 2025 . The terms of this arrangement provided for (i) the sale of stock to cover Mr. Abondano’s income tax withholding obligations associated with the issuance of 9,600 shares of common stock in connection with the vesting of restricted stock units, plus (ii) the sale of up to 40% of the net vested shares of common stock at certain specified limit prices. The aggregate number of shares sold pursuant to this arrangement in 2025 was 4,389. On December 9, 2025 , Joaquin Abondano , our Chief Operating Officer , adopted a Rule 10b5-1 trading plan, which is effective through December 18, 2026 . The terms of this arrangement provide for (i) the sale of stock to cover Mr. Abondano’s income tax withholding obligations associated with the issuance of 29,600 shares of common stock in connection with the vesting of restricted stock units, plus (ii) the sale of up to 40% of the net vested shares of common stock at certain specified limit prices. As such, the estimated minimum aggregate number of shares to be sold pursuant to this arrangement is 8,776, and the estimated maximum aggregate number of shares that may be sold pursuant to this arrangement is 17,106. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections . Not applicable. 57 PART III Item 10. Directors, Executive Officers and Corporate Governance . The following table sets forth certain information regarding our board of directors, our executive officers, and some of our key employees. Name Age Position Harrison R. Gross 33 Chief Executive Officer and Director Oswald Gayle 66 Chief Financial Officer Konrad Dabrowski 43 Chief AI and Growth Officer David Eric Cohen 53 Chief Technology Officer Kristen McLaughlin 53 Director Olivia C. Bartlett 67 Director Louis Castro 67 Director Harrison Gross is one of the founders of Innovative Eyewear and has served as our Chief Executive Officer and as a director since August 2019, where he guides the company’s product and brand development. Prior to his employment at Innovative Eyewear, from August 2017 to August 2019, Mr. Gross served in various positions, including chief executive officer and media & UX lead, of Lucyd Ltd. (one of our largest stockholders and the licensor of our smart eyewear technology) where he developed the Lucyd brand identity and oversaw general operations and product development. Additionally, from November 2015 to August 2021, Mr. Gross served as the Digital Media Manager of Tekcapital plc (“Tekcapital”) (LON: TEK), a university intellectual property investment firm that is the parent company of Tekcapital Europe Limited, and Lucyd Ltd, the holding company for Tekcapital’s shares in Innovative Eyewear, where he created, developed, and marketed the company’s licensed properties. Prior to that, from October 2013 to September 2014, Mr. Gross worked as a credit analyst for a Verizon, Inc. contractor, where he managed credit systems and provided support to Verizon agents. Mr. Gross is a graduate of Columbia University with a BA in Writing and received a BA in Jewish Studies from the Jewish Theological Seminary. Mr. Gross is well qualified to serve as a director due to his substantial knowledge of our product and his experience in marketing, product, and app development. Oswald Gayle has served as our Chief Financial Officer since November 1, 2025. Mr. Gayle joined Innovative Eyewear as Vice President of Finance in January 2022, and served in that role until his promotion in August 2024 to Senior Vice President of Finance. He was later named Co-Chief Financial Officer in October 2024, and served in that role until being named Chief Financial Officer in November 2025. Prior to his employment at Innovative Eyewear, from September 2018 to January 2022, Mr. Gayle worked with Vaco Resources in Miami, Florida in the position of Executive Financial Consultant. Mr. Gayle has over 30 years’ experience finance and accounting, initially starting with PricewaterhouseCoopers and including numerous senior and executive level management positions in corporate finance, SEC reporting, investor relations, and business development in the manufacturing and retail industries. Mr. Gayle has a bachelor’s degree in accounting and finance with honors from the University of London and is a Chartered Global Management Accountant and a member of the American Institute of Certified Public Accountants. Konrad Dabrowski has served as our Chief AI and Growth Officer on a part-time basis since November 1, 2025; prior to this, he served as Co-Chief Financial Officer on a part-time basis from October 2024 through October 2025, and served as our Chief Financial Officer on a part-time basis from August 2019 through October 2024. Since July 2020, Mr. Dabrowski has also served as the chief financial officer of Tekcapital, where he co-manages Tekcapital’s investment strategy and oversees financial reporting for all of its portfolio companies. Between June 2017 and July 2020, Mr. Dabrowski served as the group controller of Tekcapital. Prior to his employment at Tekcapital, from March 2016 to June 2017, Mr. Dabrowski was a Global Accounting Manager for Restaurant Brands International (NYSE:QSR), a multinational fast food holding company, where he oversaw accounting and tax projects for Burger King within the Europe Middle East and Africa (EMEA) market. Prior to his employment at Restaurant Brands International, Mr. Dabrowski was an Audit Manager at Deloitte, where he managed end-to-end accounting audits for a portfolio of public and private corporate clients. Mr. Dabrowski has a Master’s in Finance and Banking from the Warsaw School of Economics and is a Certified Public Accountant. 58 David Eric Cohen is one of the founders of Innovative Eyewear and has served as our Chief Technology Officer since September 2019. Prior to his employment at Innovative Eyewear, from August 2017 to August 2019, Mr. Cohen served as the chief technology officer of Lucyd Ltd., a smart eyewear development company, where he led the company’s technological advancements and digital ad campaigns. Also, prior to his employment at Innovative Eyewear, from September 2009 to October 2019, Mr. Cohen served as President of Emaze Design Agency, a digital design agency, where he led the development of web and applications for e-commerce, web performance monitoring, website design and mobile applications. Prior to his employment at Emaze Design Agency, Mr. Cohen was lead Business Intelligence Specialist at Jewish General Hospital where he assisted with the data solutions and business processes and requirements. He received a BS in Computer Science from the Academy of Bordeaux and an MS in Advanced Technician & Information Systems Management from Hadassah University. Kristen McLaughlin has served as one of our directors since August 2021. Ms. McLaughlin has 25 years’ experience launching, managing and developing products in the eyewear, accessories, cosmetics and skincare industries. Since October 2021, Kristen has served as Marketing Director at Tura, inc., an eyewear design and distribution company where she is responsible for strategic marketing initiatives and communications to drive sales and support key accounts. From March 2019 to April 2020, Ms. McLaughlin served as the Global Marketing Director at DePasquale Companies, a skincare, hair care and cosmetics manufacturer, where she led the global marketing strategy and new product development. Prior to her employment at DePasquale Companies, from March 2000 to January 2019, Ms. McLaughlin was employed at Silhouette International, an eyewear manufacturer, where she served as the Director of Marketing: Eyewear Manufacturer, Regional Sales Manager, and Brand Manager: Daniel Swarovski Crystal Eyewear. While at Silhouette International, Ms. McLaughlin led the company’s brand portfolio in the U.S. and its brand direction, product development and campaign content. She has a BS and MBA from Ramapo College of New Jersey. Ms. McLaughlin is well qualified to serve as a director due to her substantial experience in the eyewear industry and her experience in brand and product development. Olivia C. Bartlett has served as one of our directors since August 2021. Ms. Bartlett has been in the eyewear industry for over 45 years holding various roles including optician, optical manager, marketing manager and operations management, where she currently acts as an industry consultant. From September 2015 - June 2020, Ms. Bartlett held the position of Chief Operating Officer of Todd Rogers Eyewear, a specialty eyewear company, where she managed the day-to-day operations of the company. Prior to her time at Todd Rogers Eyewear, from March 2010 to May 2015, Ms. Bartlett was the sales representative for eyewear sales in the northeast of Massachusetts for Safilo USA, a specialty eyewear company. Additionally, from September 2013 to May 2018, Ms. Bartlett was an Adjunct Professor at Benjamin Franklin Institute of Technology in Boston, Massachusetts. From February 2020 to February 2022, Ms. Bartlett was the President of the Opticians Association of America, a national organization representing the professional, business, educational, legislative and regulatory interests of opticianry. Additionally, Ms. Bartlett has been a director for fifteen years for the Opticians Association of Massachusetts and currently holds the position of Treasurer. Ms. Bartlett has received a number of awards through her time in the industry, including but not limited to, the 2020 Eyecare Business Game Changer Award and the 2020 and 2018 Vision Monday Most Influential Woman Executive. Ms. Bartlett received her Massachusetts Opticians license in 1987 and is ABO certified and is an ABO certified speaker. Ms. Bartlett received her BA in Political Science from Clark University. Ms. Bartlett is well qualified to serve as a director due to her substantial experience in the optical industry. Louis Castro has served as one of our directors since August 2021. Mr. Castro is an experienced public company director and chartered accountant. Mr. Castro is currently on the board of directors of the following public companies: (1) Tekcapital, where he has been a director since December 2019, (2) Orosur Mining Inc. (TSE:OMI), a company exploring for minerals in South America, where he has been executive chairman of the board since April 2020, (3) Tomco Energy plc (LON:TOM), an oil exploration and technology company, where he has been a director since April 2021, and (4) Veteran Capital Corp. (TSX-V:VCC), a capital pool company, where he has been a director since January 2021. From September 2012 to June 2016, Mr. Castro was a director and, 59 from September 2014 to June 2016 served as the Chief Financial Officer, of Eland Oil & Gas plc, a Nigerian focused upstream oil and natural gas exploration and production company, where he was responsible for the company’s finance, legal and corporate finance activities. Prior to his employment at Eland, from May 2011 to May 2014, Mr. Castro served as Head of Capital Markets and then as Chief Executive Officer of Northland Capital Partners, an investment bank, where he was responsible for the investment banks day-to-day activities. He is a fellow of the Institute of Chartered Accountants of England & Wales, has a double degree in Engineering Production and Economics from Birmingham University and attended the Postgraduate Advanced Course in Production Management and Methods at Cambridge University. Mr. Castro is well qualified to serve as a director due to his substantial experience as a director of public companies and his distinction as chartered accountant. Number and Terms of Office of Officers and Directors Our board of directors consists of four members. Our directors are appointed for one-year terms to hold office until the next annual general meeting of our stockholders or until removed from office in accordance with our second amended and restated bylaws. Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint persons to the offices set forth in our second amended and restated bylaws, as it deems appropriate. Director Independence and Committees of the Board of Directors Director Independence Of our directors, we have determined that Mr. Louis Castro, Ms. Kristen McLaughlin, and Ms. Olivia Bartlett are “independent” directors under NASDAQ listing standards, while Mr. Harrison Gross is not independent under such standards. We have also determined that each of the three members of the Audit Committee is “independent” for purposes of Section 10A(m)(3) of the Exchange Act and the rules promulgated thereunder and under the NASDAQ listing standards. Further, the Board has determined that each of the two members of both the Compensation Committee and the Nominating and Corporate Governance Committee is “independent” under NASDAQ listing standards. Board Committees We have three standing committees of the Board: Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee. Each of the board committees act pursuant to a separate written charter adopted by our board of directors, each of which is available on our website at www.lucyd.co . Our board of directors may at any time or from time to time appoint certain other committees in its sole discretion as it deems necessary or appropriate to carry out its functions. Audit Committee The Audit Committee consists of Mr. Louis Castro (Chair), Ms. Kristen McLaughlin, and Ms. Olivia Bartlett. The Board has determined that all of the members of the Audit Committee are “independent,” as defined by NASDAQ listing standards and by applicable SEC rules. In addition, the Board has determined that Mr. Castro is an audit committee financial expert, as that term is defined by the SEC rules, by virtue of having the following attributes through relevant experience: (i) an understanding of generally accepted accounting principles and financial statements; (ii) the ability to assess the general application of such principles in connection with the accounting for estimates, accruals, and reserves; (iii) experience preparing, auditing, analyzing, or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Company’s financial statements, or experience actively supervising one or more persons engaged in such activities; (iv) an understanding of internal controls and procedures for financial reporting; and (v) an understanding of audit committee functions. The function of the Audit Committee relates to oversight of the auditors, the auditing, accounting, and financial reporting processes, and the review of the Company’s financial reports and information. In addition, the functions of the Audit Committee will include, among other things, recommending to the Board the engagement or discharge of independent auditors, discussing with the auditors their review of the Company’s quarterly results and the results of their audit, and reviewing the Company’s internal accounting controls. 60 Compensation Committee The Compensation Committee consists of Ms. Kristen McLaughlin (Chair) and Mr. Louis Castro. The Board has determined that all of the members of the Compensation Committee are “independent,” as defined by NASDAQ listing standards. The responsibility of the Compensation Committee is to review and approve the compensation and other terms of employment of our President and Chief Executive Officer and our other executive officers, including all of the executive officers named in the Summary Compensation Table under the heading “Executive Compensation” below (the “named executive officers”). Among its other duties, the Compensation Committee oversees all significant aspects of the Company’s compensation plans and benefit programs. The Compensation Committee annually reviews and approves corporate goals and objectives for the President and Chief Executive Officer’s compensation and evaluates the Chief Executive Officer’s performance in light of those goals and objectives. The Compensation Committee also recommends to the Board the compensation and benefits for members of the Board. The Compensation Committee has also been appointed by the Board to administer our 2021 Equity Incentive Plan. The Compensation Committee does not delegate any of its authority to other persons. Nominating and Corporate Governance Committee The Nominating and Corporate Governance Committee consists of Ms. Olivia Bartlett (Chair) and Ms. Kristen McLaughlin. All of the committee members are independent under applicable NASDAQ rules and regulations. The Nominating and Corporate Governance Committee is responsible for, among other things, considering potential board members, making recommendations to the full board as to nominees for election to the board, assessing the effectiveness of the board, and implementing our corporate governance guidelines. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Exchange Act requires that our directors and executive officers and persons who beneficially own more than 10% of our common stock (referred to herein as the “reporting persons”) file with the SEC various reports as to their ownership of and activities relating to our common stock. Such reporting persons are required by the SEC regulations to furnish us with copies of all Section 16(a) reports they file. During the fiscal year ended December 31, 2025, (i) Harrison Gross (Chief Executive Officer) filed one Form 5 to report two transactions involving the vesting of restricted stock units and four sales pursuant to his Rule 10b5-1 trading plan, (ii) Konrad Dabrowski (Chief AI and Growth Officer) filed one Form 5 to report two transactions involving the vesting of restricted stock units and two sales pursuant to his Rule 10b5-1 trading plan, (iii) Eric David Cohen (Chief Technology Officer) filed one Form 5 to report two transactions involving the vesting of restricted stock units and seven sales pursuant to his Rule 10b5-1 trading plan, (iv) Joaquin Abondano (Chief Operating Officer) filed one Form 5 to report two transactions involving the vesting of restricted stock units and three sales pursuant to his Rule 10b5-1 trading plan, (v) Oswald Gayle (Chief Financial Officer) filed one Form 5 to report two transactions involving the vesting of restricted stock units and six sales pursuant to his Rule 10b5-1 trading plan. Code of Ethics We have adopted a formal code of ethics that applies to our directors and principal executives and financial officers or persons performing similar functions. A copy of our Code of Ethical Conduct can be found on our website under “Investors” at www.lucyd.co . Item 11. Executive Compensation . The following table sets forth the aggregate compensation paid to our named executive officers for the fiscal years ended December 31, 2025 and 2024. 61 Summary Compensation Table Name and Principal Position Year Salary ($) Bonus ($) Stock Awards (3) ($) Option Awards ($) Nonequity Incentive Plan Compensation ($) Nonqualified Deferred Compensation Earnings ($) All Other Compensation (4) ($) Total ($) Harrison Gross, 2025 190,000 8,500 147,600 - - - 8,554 354,654 Chief Executive Officer 2024 167,385 - 351,936 - - - 8,089 527,410 Oswald Gayle, 2025 150,000 5,000 106,600 - - - 1,339 262,939 Chief Financial Officer (2) 2024 143,923 - 197,964 - - - 8,089 349,976 Konrad Dabrowski, 2025 100,000 5,000 123,000 - - - 9,012 237,012 Chief AI and Growth Officer (1) 2024 97,794 - 307,944 - - - 6,502 412,240 David Eric Cohen, 2025 147,000 5,000 108,240 - - - 20,348 280,588 Chief Technology Officer 2024 142,000 - 263,952 - - - 8,536 414,488 (1) Mr. Dabrowski was our Chief Financial Officer through October 11, 2024, at which point he became Co-Chief Financial Officer and served in that role through October 31, 2025. Effective November 1, 2025, Mr. Dabrowski became our Chief AI and Growth Officer. (2) Mr. Gayle became Co-Chief Financial Officer effective October 11, 2024, and later became Chief Financial Officer effective November 1, 2025. Compensation amounts shown for Mr. Gayle in 2024 include amounts paid to Mr. Gayle in his previous capacities as Vice President and Senior Vice President of Finance, prior to his appointment as Co-Chief Financial Officer. (3) 2025 amounts include Restricted Stock Units awarded to Messrs. Gross, Gayle, Dabrowski, and Cohen on November 14, 2025 in the amounts of 90,000, 65,000, 75,000, and 66,000 units, respectively 2024 amounts include Restricted Stock Units awarded to Messrs. Gross, Gayle, Dabrowski, and Cohen on December 13, 2024 in the amounts of 57,600, 32,400, 50,400, and 43,200 units, respectively. (4) Includes health and welfare benefits. Employment Arrangements with our Executive Officers Harrison Gross On August 11, 2021, we entered into an employment agreement with Harrison Gross to serve in the capacity of the Chief Executive Officer of the Company. We agreed to pay Mr. Gross an annual base salary of $85,800 for the remainder of 2021, and we also agreed that from the initial public offering date in August 2022, we increased his base salary to $150,000 per year. Effective August 2, 2024, we agreed to increase his Mr. Gross’ base salary to $190,000 annually. Pursuant to the terms of the employment agreement, our Board may exercise its sole discretion to grant Mr. Gross an annual bonus, the amount of which bonus shall be determined in the sole discretion of our Board. The employment agreement has an initial term of three years, and will terminate on the third anniversary of the effective date unless Mr. Gross and the Company agree otherwise in writing. If we terminate the employment agreement for any reason other than for cause (as such is defined in the agreement) or Mr. Gross terminates his employment for good reason (as such is defined in the agreement): (1) Mr. Gross shall be entitled to payment of his base salary for the balance of the agreement’s term; (2) if Mr. Gross elects to continue group health insurance benefits, we shall reimburse Mr. Gross for any COBRA premiums he pays for the duration of COBRA’s coverage; and, (3) we shall provide Mr. Gross with payment of all accrued amounts (as defined in the agreement). 62 Konrad Dabrowski On August 11, 2021, we entered into an employment agreement with Konrad Dabrowski to serve as the Chief Financial Officer of the Company on a part-time basis, which agreement became effective on September 1, 2021. Mr. Dabrowski devotes 50% of his business time to our Company. We agreed to pay Mr. Dabrowski an annual base salary of $100,000. Pursuant to the terms of the employment agreement, we may exercise our discretion to grant Mr. Dabrowski an annual bonus, the amount of which bonus shall be determined in the sole discretion of the Company. Following the effective date, the employment agreement shall continue, unless terminated by Mr. Dabrowski or the Company. Mr. Dabrowski’s employment is at-will, which may be terminated by the Company or by Mr. Dabrowski at any time and for any reason. Pursuant to the terms of the employment agreement, a sixty days’ written notice of termination or resignation is required. If Mr. Dabrowski notifies us of his resignation, or if we terminate Mr. Dabrowski’s employment agreement, the Company reserves the right to determine, in its sole discretion, whether Mr. Dabrowski will be required to actively work during the sixty-day notice period; however, Mr. Dabrowski will be entitled to receive his base salary for the duration of the sixty day notice period. The Company has the right to terminate Mr. Dabrowski’s employment agreement for cause (as defined in the agreement), which termination shall be effective immediately. David Eric Cohen David Cohen was an independent consultant for the company from inception until October 1, 2022, when we offered him a full-time letter of employment. He accepted and has been the full-time Chief Technology since then. The company pays him $147,000 annually to serve in this role. Pursuant to the terms of the employment agreement, we may exercise our discretion to grant Mr. Cohen an annual bonus, the amount of which bonus shall be determined in the sole discretion of the Company. Following the effective date, the employment agreement shall continue, unless terminated by Mr. Cohen or the Company. Mr. Cohen’s employment is at-will, which may be terminated by the Company or by Mr. Cohen at any time and for any reason. Pursuant to the terms of the employment agreement, a sixty days’ written notice of termination or resignation is required. If Mr. Cohen notifies us of his resignation, or if we terminate Mr. Cohen’s employment agreement, the Company reserves the right to determine, in its sole discretion, whether Mr. Cohen will be required to actively work during the sixty-day notice period; however, Mr. Cohen will be entitled to receive his base salary for the duration of the sixty day notice period. The Company has the right to terminate Mr. Cohen’s employment agreement for cause (as defined in the agreement), which termination shall be effective immediately. Compensation of Directors The following table sets forth all compensation paid to our non-management Board members during the year ended December 31, 2025: Name Fees Earned or Paid in Cash ($) Stock Awards ($) Option Awards ($) Non-Equity Incentive Plan Compensation ($) Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) All Other Compensation ($) Total ($) Kristen McLaughlin 15,000 - - - - - 15,000 Louis Castro 42,000 - - - - - 42,000 Olivia C. Bartlett 12,500 - - - - - 12,500 The total number of option awards to our non-management Board members outstanding at December 31, 2025 was 3,750 in aggregate. 63 Outstanding Equity Awards The following table sets forth outstanding equity awards to our named executive officers as of December 31, 2025. Option awards Stock awards Name Number of securities underlying unexercised options (#) exercisable Number of securities underlying unexercised options (#) unexercisable Equity incentive plan awards: Number of securities underlying unexercised unearned options (#) Option exercise price ($) Option expiration date Number of shares or units of stock that have not vested (#) Market value of shares of units of stock that have not vested ($) Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#) Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($) Harrison Gross 4,500 - - $ 25.50 01/13/2028 - - - - 7,500 - - $ 9.00 12/18/2028 - - - - - - - - - 128,400 $ 128,015 - - Oswald Gayle 4,500 - - $ 25.50 01/13/2028 - - - - 2,500 - - $ 9.00 12/18/2028 - - - - - - - - - 86,600 $ 86,340 - - Konrad Dabrowski 4,500 - - $ 25.50 01/13/2028 - - - - 6,000 - - $ 9.00 12/18/2028 - - - - - - - - - 108,600 $ 108,274 - - David Eric Cohen 3,000 - - $ 25.50 01/13/2028 - - - - 3,500 - - $ 9.00 12/18/2028 - - - - - - - - 94,800 $ 94,516 - - Option Exercises and Stock Vested There were no options exercised by our executive officers during the years ended December 31, 2025 or 2024. During the year ended December 31, 2025, 19,200, 10,800, 16,800, and 14,400 restricted stock units vested and were issued as shares of common stock to Messrs. Gross, Gayle, Dabrowski, and Cohen, respectively. There were restricted stock units vested for our named executive officers during the year ended December 31, 2024. Employee Benefit Plans We currently provide health insurance coverage to our full-time W-2 employees, as well as free prescription eyeglasses to them and their immediate families. The Company also provides a complimentary gym membership to full-time staff. Non-qualified Deferred Compensation None of our employees participate in or have account balances in non-qualified defined contribution plans or other non-qualified deferred compensation plans maintained by us. Our Compensation Committee may elect to provide our officers and other employees with non-qualified defined contribution or other non-qualified compensation benefits in the future if it determines that doing so is in the Company’s best interest . 64 2021 Equity Incentive Plan General Our 2021 Equity Incentive Plan was adopted by the Board and approved by our shareholders on July 1, 2021. The general purposes of the 2021 Equity Incentive Plan are to (i) enable the Company and its subsidiaries to attract and retain the types of employees, consultants, and directors who will contribute to the Company’s long-range success; (ii) provide incentives that align the interests of employees, consultants, and directors with those of our shareholders; and (iii) promote the success of the Company’s business. Description of the 2021 Equity Incentive Plan The following description of the principal terms of the 2021 Equity Incentive Plan is a summary and is qualified in its entirety by the full text of the 2021 Equity Incentive Plan. Administration. The 2021 Equity Incentive Plan is administered by a committee appointed by our Board, or in the Board’s discretion, by the Board (as applicable, the “Incentive Plan Administrator”). Subject to the terms of the 2021 Equity Incentive Plan, the Incentive Plan Administrator has the authority to (a) determine the eligible individuals who are to receive awards, (b) determine the terms and conditions of each award, including exercise price, vesting or performance criteria, performance period, and terms of the award, (c) determine whether vesting and performance criteria have been achieved, (d) accelerate the vesting or exercisability of, payment for or lapse of restrictions on, or otherwise modify or amend awards, (e) construe and interpret the 2021 Equity Incentive Plan, including the ability to reconcile any inconsistency in, correct any defect in and/or supply any omission in the plan and award agreement; any instrument or agreement, (f) promulgate, amend, and rescind rules and regulations relating to the administration of the 2021 Equity Incentive Plan, and (g) exercise discretion to make any and all other determinations which it determines to be necessary or advisable for the administration of the 2021 Equity Incentive Plan and awards granted thereunder. The Incentive Plan Administrator may also delegate its authority to a subcommittee or to one or more officers of the Company, subject to terms and conditions determined by the Incentive Plan Administrator. All decisions made by the Incentive Plan Administrator are final and binding on the Company and the participants. Types of Awards. The 2021 Equity Incentive Plan provides for the grant of stock options, which may be incentive stock options (“ISOs”) or nonqualified stock options (“NSOs”), stock appreciation rights (“SARs”), restricted stock, restricted stock units (“RSUs”), performance share awards, and other cash-based or equity-based awards, or collectively, awards. Share Reserve. A total equal to 20% of our issued and outstanding common stock shall be available for the grant of awards under the 2021 Equity Incentive Plan. If options, stock appreciation rights, restricted stock units or any other awards are forfeited, cancelled, or expire before being exercised or settled in full, the shares subject to such awards will again be available for issuance under the 2021 Equity Incentive Plan. If restricted stock or shares issued upon exercise of an option are reacquired by the Company pursuant to a forfeiture provision, repurchase right or for any other reason, then such shares will again be available for issuance under the 2021 Equity Incentive Plan. Notwithstanding the foregoing, shares applied to pay the exercise price of an option or satisfy withholding taxes related to any award will not become available for issuance under the 2021 Equity Incentive Plan. Shares issued under the 2021 Equity Incentive Plan may be authorized but unissued shares or treasury shares. As of December 31, 2025, awards covering 741,248 shares of Common Stock were outstanding, of which 53,100 option awards had been granted subject to the Plan and were currently outstanding, 31,039 stock grants had been granted subject to the Plan (and were fully vested), and 657,109 RSU awards had been granted subject to the Plan (of which, 94,461 had vested). As of December 31, 2025, there were 354,424 shares of Common Stock available for future award grants under the Plan. 65 Incentive Stock Option Limit. No more than 25,000,000 shares of Common Stock may be issued under the 2021 Equity Incentive Plan upon the exercise of ISOs. Eligibility. Employees (including officers), non-employee directors, and consultants who render services to the Company or a parent or subsidiary thereof (whether now existing or subsequently established) are eligible to receive awards under the 2021 Equity Incentive Plan. ISOs may only be granted to employees of the Company or a parent or subsidiary thereof (whether now existing or subsequently established). Stock Options. A stock option is the right to purchase a certain number of shares of stock at a fixed exercise price which, pursuant to the 2021 Equity Incentive Plan, may not be less than 100% of the fair market value of Common Stock on the date of grant. Subject to limited exceptions, an option may have a term of up to 10 years and will generally expire sooner if the optionholder’s service terminates. Options will vest at the rate determined by the Incentive Plan Administrator. An optionholder may pay the exercise price of an option in cash, or, with the Incentive Plan Administrator’s consent, with shares of stock the optionholder already owns, with proceeds from an immediate sale of the option shares, through a net exercise procedure or by any other method permitted by applicable law. Tax Limitations on Incentive Stock Options. The aggregate fair market value, determined at the time of grant, of the Common Stock with respect to ISOs that are exercisable for the first time by an optionholder during any calendar year under all of the Company’s stock plans may not exceed $100,000. Options or portions thereof that exceed such limit will generally be treated as NSOs. No ISO may be granted to any person who, at the time of the grant, owns or is deemed to own stock possessing more than 10% of the Company’s total combined voting power or that of any of the Company’s affiliates unless (a) the option exercise price is at least 110% of the fair market value of Common Stock on the date of grant and (b) the term of the ISO does not exceed five years from the date of grant. Stock Appreciation Rights . A stock appreciation right provides the recipient with the right to the appreciation in a specified number of shares of stock. The Incentive Plan Administrator determines the exercise price of stock appreciation rights granted under the 2021 Equity Incentive Plan, which may not be less than 100% of the fair market value of Common Stock on the date of grant. A stock appreciation right may have a term of up to 10 years and will generally expire sooner if the recipient’s service terminates. SARs will vest at the rate determined by the Incentive Plan Administrator. Upon exercise of a SAR, the recipient will receive an amount in cash, stock, or a combination of stock and cash determined by the Incentive Plan Administrator, equal to the excess of the fair market value of the shares being exercised over their exercise price. Restricted Stock Awards. Shares of restricted stock may be issued under the 2021 Equity Incentive Plan and may be subject to vesting, as determined by the Incentive Plan Administrator. Recipients of restricted stock generally have all of the rights of a shareholder with respect to those shares, including voting rights and dividends, except as provided in the award agreement. Restricted Stock Units. A restricted stock unit is a right to receive a share, at no cost to the recipient, upon satisfaction of certain conditions, including vesting conditions, established by the Incentive Plan Administrator. RSUs vest at the rate determined by the Incentive Plan Administrator and any unvested RSUs will generally be forfeited upon termination of the recipient’s service. Settlement of restricted stock units may be made in the form of cash, stock or a combination of cash and stock, as provided in the award agreement and as determined by the Incentive Plan Administrator. Recipients of restricted stock units generally will have no voting or dividend rights prior to the time the vesting conditions are satisfied, and the award is settled. Performance Share Award . A performance share award is a right to receive a share or share units based upon the Company’s performance during a specified performance period, as determined by the Incentive Plan Administrator. The Incentive Plan Administrator has the discretion to determine: (i) the number of shares or stock-denominated units subject to a Performance Share Award granted to any recipient; (ii) the performance period applicable to any award; (iii) the conditions that must be satisfied for a recipient to earn an award; and (iv) the other terms, conditions and restrictions of the award. 66 Cash Awards and Other Equity-Based Awards. The Incentive Plan Administrator may grant cash awards and other awards based in whole or in part by reference to Common Stock, either alone or in tandem with other awards. The Incentive Plan Administrator will determine the terms and conditions of any such awards. Changes to Capital Structure. In the event of certain changes in capitalization, including a stock split, reverse stock split, stock dividend, or an extraordinary corporate transaction such as any recapitalization, reorganization, merger, consolidation, combination, or exchange, proportionate adjustments will be made in the number and kind of shares available for issuance under the 2021 Equity Incentive Plan, the limit on the number of shares that may be issued under the 2021 Equity Incentive Plan as ISOs, the number and kind of shares subject to each outstanding award and/or the exercise price of each outstanding award. Change in Control. If the Company is party to certain change in control transactions, each outstanding award will be treated as the Incentive Plan Administrator determines, which may include the continuation, assumption or substitution of an outstanding award, the cancellation of an outstanding award after an opportunity to exercise or the cancellation of an outstanding award in exchange for a payment equal to the value of the shares subject to such award less any applicable exercise price. Transferability of Awards. Unless the Incentive Plan Administrator determines otherwise, an award generally will not be transferable other than by beneficiary designation, a will or the laws of descent and distribution. The Incentive Plan Administrator may permit transfer of an award in a manner consistent with applicable law. Amendment and Termination. The Board may amend or terminate the 2021 Equity Incentive Plan at any time. Any such amendment or termination will not affect outstanding awards. If not sooner terminated, the 2021 Equity Incentive Plan will automatically terminate 10 years after its adoption by the Board. Shareholder approval is not required for any amendment of the 2021 Equity Incentive Plan, unless required by applicable law, government regulation or exchange listing standards. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters . Based solely upon information made available to us, the following table sets forth information as of March 15, 2026, regarding the beneficial ownership of our common stock: ● each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock; ● each of our named executive officers and directors; and ● all our executive officers and directors as a group. Unless otherwise indicated, the address of each holder listed in the following table is 11900 Biscayne Blvd., Suite 630, North Miami, Florida. 67 Percentage ownership shown in the following table is based on 6,300,661 shares of our common stock outstanding. Name of Beneficial Owner Shares of Common Stock Beneficially Owned (1) Percent of Common Stock Beneficially Owned Named Executive Officers and Directors Harrison Gross (2) 50,333 * % Konrad Dabrowski (3) 44,204 * % Oswald Gayle (4) 26,098 * % David Eric Cohen (5) 31,411 * % Kristen McLaughlin (6) 1,000 * % Louis Castro (7) 1,750 * % Olivia Bartlett (8) 1,000 * % All directors and executive officers as a group (7 persons) 155,796 2.43 % 5% Stockholders Kelly Jospeh Chapman (9) 450,440 8.42 % Intracoastal Capital LLC (10) 593,804 9.99 % * Less than 1%. (1) We have determined beneficial ownership in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended, which is generally determined by voting power and/or dispositive power with respect to securities. Unless otherwise noted, the shares of common stock listed above are owned as of the date of this 10-K, and are owned of record by each individual named as beneficial owner and such individual has sole voting and dispositive power with respect to the shares of common stock owned by each of them. (2) Includes 13,733 shares of common stock held by Mr. Gross; 12,000 shares of common stock issuable upon exercise of stock options held by Mr. Gross exercisable within 60 days of the date of this 10-K; and 24,600 shares of common stock issuable upon the vesting of restricted stock units held by Mr. Gross, which shall vest within 60 days of the date of this 10-K. (3) Includes 12,804 shares of common stock held by Mr. Dabrowski; 10,500 shares of common stock issuable upon exercise of stock options held by Mr. Dabrowski exercisable within 60 days of the date of this 10-K, and 20,900 shares of common stock issuable upon the vesting of restricted stock units held by Mr. Dabrowski, which shall vest within 60 days of the date of this 10-K. (4) Includes 2,865 shares of common stock held by Mr. Gayle; 7,000 shares of common stock issuable upon exercise of stock options held by Mr. Gayle exercisable within 60 days of the date of this 10-K; and 16,233 shares of common stock issuable upon the vesting of restricted stock units held by Mr. Gayle, which shall vest within 60 days of the date of this 10-K. (5) Includes 6,711 shares of common stock held by Mr. Cohen; 6,500 shares of common stock issuable upon exercise of stock options held by Mr. Cohen exercisable within 60 days of the date of this 10-K; and 18,200 shares of common stock issuable upon the vesting of restricted stock units held by Mr. Cohen, which shall vest within 60 days of the date of this 10-K. (6) Includes 1,000 shares of common stock issuable upon exercise of stock options held by Ms. McLaughlin exercisable within 60 days of the date of this 10-K. (7) Includes 1,750 shares of common stock issuable upon exercise of stock options held by Mr. Castro exercisable within 60 days of the date of this 10-K. (8) Includes 1,000 shares of common stock issuable upon exercise of stock options held by Ms. Bartlett exercisable within 60 days of the date of this 10-K. (9) Includes 450,440 shares of common stock, held by an individual with sole voting power and dispositive power over 450,440 shares of common stock. The address of this holder is 7559 Preservation Rd. Tallahassee, Florida. (10) Includes 593,804 shares of common stock issuable upon exercise of certain warrants held by Intracoastal Capital LLC. Excludes 1,734,413 shares of common stock issuable upon the exercise of certain other warrants because of blocker provisions under which the holder thereof does not have the right to exercise such warrants to the extent that such exercise would result in beneficial ownership by the holder thereof of more than certain thresholds. The address of Intracoastal Capital LLC is 245 Palm Trail, Delray Beach, Florida. 68 Item 13. Certain Relationships and Related Transactions, and Director Independence . On occasion we may engage in certain related party transactions. All prior related party transactions were approved by our Board of Directors and a majority of our issued and outstanding shares of capital stock. Our policy is that all related party transactions will be reviewed and approved by the Audit Committee of our Board of Directors prior to our entering into any related party transactions. 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 larger stockholders. 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”). The License Agreement was a royalty-free, fully paid up, perpetual license, for the exclusive use of all Lucyd patents and patent applications, trademarks, logos, software, and other intellectual property, as well as website domain names, social media accounts, advertising material, supply and endorsement agreements, and other assets. Under the terms of the License Agreement, we had the exclusive right to effectuate sublicenses, either exclusively or non-exclusively, to any or all of our licensed intellectual property, at our sole discretion. On October 5, 2021, the parties to the License Agreement executed an Addendum to the exclusive license agreement (the “Addendum”), which clarified that we would commercialize, continue with any on-going intellectual property prosecutions and pay all maintenance or other patent fees. For all new intellectual property, Innovative Eyewear, Inc. will own and control it and be responsible for all prosecution and maintenance costs. On August 12, 2025, Lucyd Ltd. executed an intellectual property assignment agreement to confirm that all registered intellectual property rights under the License Agreement, to the extent they had not previously been assigned to the Innovative Eyewear, Inc. in any previously executed assignments, were irrevocably assigned to the Company, and that all unregistered intellectual property rights and other assets that were licensed exclusively to the Company under the License Agreement were also irrevocably assigned to the Company. As such, we have acquired full ownership of all registered and unregistered intellectual property and assets that were previously exclusively licensed to us from Lucyd Ltd., and the License Agreement was no longer necessary; thus Lucyd Ltd. and Innovative Eyewear, Inc. mutually agreed to terminate the License Agreement. Management Service Agreement On June 1, 2020, we entered into a management service agreement with Tekcapital Europe Ltd., an affiliate one of our larger stockholders, Lucyd Ltd., and whose Chief Executive Officer is the father of our Chief Executive Officer, pursuant to which we agreed to pay Tekcapital Europe Ltd. $25,000 per fiscal quarter for rent-free office space, utilities, advisory services, and any other services in accordance with Tekcapital Europe Ltd.’s areas of expertise. The management agreement provided for a perpetual term, with the right of either party to terminate for any reason with 30 days’ notice. Effective February 1, 2022, the original management service agreement was amended to have us billed at $35,000 quarterly for advisory and other services, and in addition, Tekcapital Europe Ltd. began to bill us for an allocation of rent paid by Tekcapital Europe Ltd. on our behalf. We incurred $140,000 during each of the years ended December 31, 2025 and 2024 under our management services agreement with Tekcapital Europe Ltd.; we also recognized $116,684 and $92,312 of rent expense for the years ended December 31, 2025 and 2024, respectively. Financing Agreement On March 1, 2024, we entered into an agreement with Lucyd Ltd. pursuant to which the Company can receive up to $1,250,000 either (a) in services provided by Lucyd Ltd. to the Company or (b) in cash upon request of funds by the Company. Once funds or services are received by the Company, we will issue a convertible note to Lucyd Ltd. that will bear interest at 10% per annum and include the option to convert the note into shares of our common stock upon certain defined events. Upon issuance, the convertible note would have a maturity date of September 1, 2025, at which time all outstanding principal and accrued interest, if any, would be payable in full in cash or in the Company’s common stock. The Company may prepay the convertible notes at any time with the written consent of Lucyd Ltd. 69 On March 1, 2025, the Company and Lucyd Ltd. entered into an amendment of the March 1, 2024 convertible note financing agreement, such that upon issuance, the convertible note would have a maturity date of September 1, 2026. There were no other changes to the terms and provisions of the agreement. On March 11, 2026, the Company and Lucyd Ltd. entered into a further amendment of the March 1, 2024 convertible note financing agreement, such that upon issuance, the convertible note will have a maturity date of September 1, 2027. There were no other changes to the terms and provisions of the agreement. We have not borrowed any amounts under this agreement. Loans to Tekcapital Europe On January 11, 2024, we entered into an intercompany loan agreement (as lender) with Tekcapital Europe Ltd. (as borrower) and Tekcapital Plc, the parent of Tekcapital Europe Ltd. Pursuant to this agreement, we loaned 600,000 British pounds sterling (equivalent to approximately $768,000) to Tekcapital Europe Ltd. The loan bore simple interest at a rate of 10% per annum, and Tekcapital Plc executed the agreement as guarantor for Tekcapital Europe Ltd. on the full amount of the loan. Tekcapital Europe Ltd. subsequently repaid all of the outstanding balance of the loan (including principal and accrued interest), and as of December 31, 2024, no amounts remain outstanding or payable to us under this agreement. On April 23, 2025, we entered into an intercompany loan agreement (as lender) with Tekcapital Europe, Ltd. (as borrower) and Tekcapital Plc, the parent of Tekcapital Europe, Ltd. Pursuant to this agreement, we loaned $250,000 to Tekcapital Europe, Ltd. in May 2025. The loan bore simple interest at a rate of 10% per annum, and Tekcapital Plc executed the agreement as guarantor for Tekcapital Europe, Ltd. on the full amount of the loan. In June 2025, Tekcapital Europe, Ltd. repaid such borrowing in full along with $2,503 of interest. As of December 31, 2025, no amounts remained outstanding or payable to us under this agreement. On December 19, 2025, we entered into an intercompany loan agreement (as lender) with Tekcapital Europe, Ltd. (as borrower) and Tekcapital Plc, the parent of Tekcapital Europe, Ltd. Pursuant to this agreement, we agreed to make a loan facility available to Tekcapital Europe, Ltd. for up to a maximum of $300,000. Any amounts advanced to Tekcapital Europe, Ltd. bear simple interest at a rate of 12% per annum, and Tekcapital Plc executed the agreement as guarantor for Tekcapital Europe, Ltd. on the full amount of the loan. On December 23, 2025, Tekcapital Europe, Ltd. borrowed $300,000 under this agreement; the $300,000 outstanding principal balance of this loan, plus accrued interest receivable of $789, is included within Due from Tekcapital and Affiliates on our balance sheet as of December 31, 2025. On February 24, 2026, Tekcapital Europe, Ltd. repaid such borrowing in full along with $6,115 of interest. Employment Agreements See “Item 11. Executive Compensation” regarding employment agreements with our executives. Statement of Policy All future transactions between us and our officers, directors, or five percent or greater stockholders, and respective affiliates will be on terms no less favorable than could be obtained from unaffiliated third parties and will be approved by a majority of our independent directors who do not have an interest in the transactions and who had access, at our expense, to our legal counsel or independent legal counsel. To the best of our knowledge, during the past three fiscal years, other than as set forth above, there were no material transactions, or series of similar transactions, or any currently proposed transactions, or series of similar transactions, to which we were or are to be a party, in which the amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed financial years, and in which any director or executive officer, or any security holder who is known by us to own of record or beneficially more than 5% of any class of our common stock, or any member of the immediate family of any of the foregoing persons, has an interest (other than compensation to our officers and directors in the ordinary course of business). 70 Item 14. Principal Accounting Fees and Services . Audit Fees The aggregate fees billed for professional services rendered by our Independent Registered Public Accounting Firm, Cherry Bekaert LLP, for the audit of our annual financial statements, review of our consolidated financial statements included in our quarterly reports, and other fees that are normally provided by the accounting firm in connection with statutory and regulatory filings or engagements for the years ended December 31, 2025 and 2024 were $155,925 and $140,175, respectively. Audit-Related Fees There were approximately $47,775 and $66,833 of fees billed by our Independent Registered Public Accounting Firm for audit-related services for the fiscal years ended December 31, 2025 and 2024, respectively, which included consent and comfort letter procedures related to our Form S-1 filings for various equity offerings. Tax Fees There were no fees billed for professional services rendered by our Independent Registered Public Accounting Firm for tax compliance, tax advice, and tax planning for the fiscal years ended December 31, 2025 and 2024. All Other Fees There were no fees billed for non-audit services by our Independent Registered Public Accounting Firm for the fiscal years ended December 31, 2025 and 2024. Audit Committee Determination The Audit Committee considered and determined that the services performed are compatible with maintaining the independence of the independent registered public accounting firm. Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditor The Audit Committee is responsible for pre-approving all audit and permitted non-audit services to be performed for us by our Independent Registered Public Accounting Firm as outlined in its Audit Committee charter. Prior to engagement of the Independent Registered Public Accounting Firm for each year’s audit, management or the Independent Registered Public Accounting Firm submits to the Audit Committee for approval an aggregate request of services expected to be rendered during the year, which the Audit Committee pre-approves. During the year, circumstances may arise when it may become necessary to engage the Independent Registered Public Accounting Firm for additional services not contemplated in the original pre-approval. In those circumstances, the Audit Committee requires specific pre-approval before engaging the Independent Registered Public Accounting Firm. The engagements of our Independent Registered Public Accounting Firm were approved by the Company’s Audit Committee. 71 PART IV Item 15. Exhibits, Financial Statement Schedules . (a)(1)(2) Financial Statement Schedules See accompanying “Index to Consolidated Financial Statements.” (b) Exhibits Exhibit No. Description 1.1* Underwriting Agreement by and among Innovative Eyewear, Inc. and Maxim Group LLC, as representative of the several underwriters, dated August 14, 2022, (Incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K (File No. 001-41392) filed with the Securities and Exchange Commission August 18, 2022) 3.1* Second Amended and Restated Articles of Incorporation of Innovative Eyewear, Inc., (Incorporated by reference to Exhibit 3.2 to the Amended Registration Statement filed on Form S-1/A 1 (File No. 333-261616) filed with the Securities and Exchange Commission on January 10, 2022) 3.2* Amended and Restated Bylaws of innovative Eyewear, Inc., (Incorporated by reference to Exhibit 3.1 to the Amended Registration Statement filed on Form S-1/A 1 (File No. 333-261616) filed with the Securities and Exchange Commission on January 10, 2022) 4.1* Form of Representative’s Warrant Agreement (Incorporated by reference to Exhibit 4.1 to the Amended Registration Statement filed on Form S-1/A 2 (File No. 333-261616) filed with the Securities Exchange Commission January 20, 2022) 4.2* Representative’s Warrant issued to Maxim Group LLC., dated August 17, 2022, (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-41392) filed with the Securities and Exchange Commission August 18, 2022) 4.3* Form of Common Stock Purchase Warrant, (Incorporated by reference to Exhibit 4.2 to the Amended Registration Statement filed on Form S-1/A 2 (File No. 333-261616) filed with the Securities Exchange Commission January 20, 2022) 4.4* Form of Warrant (incorporated by reference to Exhibit 4.6 to the Registration Statement on Form S-1 (File No. 333-272737) filed with the SEC on June 16, 2023) 4.5* Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.7 to the Registration Statement on Form S-1 (File No. 333-272737) filed with the SEC on June 16, 2023) 4.6* Form of Warrant Agency Agreement (incorporated by reference to Exhibit 4.8 to the Registration Statement on Form S-1 (File No. 333-272737) filed with the SEC on June 16, 2023) 10.1* License Agreement between Innovative Eyewear, Inc. and Lucyd Ltd., dated April 1, 2020, (Incorporated by reference to Exhibit 10.1 to the Registration Statement filed on Form S-1 (File No. 333-261616) filed with the Securities and Exchange Commission on January 10, 2022) 10.2* Addendum to License Agreement between Innovative Eyewear, Inc. and Lucyd Ltd., dated December 7, 2021, (Incorporated by reference to Exhibit 10.2 to the Registration Statement filed on Form S-1 (File No. 333-261616) filed with the Securities and Exchange Commission on January 10, 2022) 10.3* Management Agreement between Innovative Eyewear, Inc. and Tekcapital Europe Ltd., dated June 1, 2020, (Incorporated by reference to Exhibit 10.3 to the Registration Statement filed on Form S-1 (File No. 333-261616) filed with the Securities and Exchange Commission on January 10, 2022) 10.7* Employment Agreement by and between Innovative Eyewear, Inc. and Harrison Gross, dated August 11, 2021, (Incorporated by reference to Exhibit 10.6 to the Registration Statement filed on Form S-1 (File No. 333-261616) filed with the Securities and Exchange Commission on January 10, 2022) 72 Exhibit No. Description 10.8* Employment Agreement by and between Innovative Eyewear, Inc. and Konrad Dabrowski, dated August 11, 2021, (Incorporated by reference to Exhibit 10.7 to the Registration Statement filed on Form S-1 (File No. 333-261616) filed with the Securities and Exchange Commission on January 10, 2022) 10.9* Innovative Eyewear, Inc., 2021 Equity Incentive Plan, (Incorporated by reference to Exhibit 10.10 to the Registration Statement filed on Form S-1 (File No. 333-261616) filed with the Securities and Exchange Commission on January 10, 2022) 14.1* Form of Code of Ethics of innovative Eyewear, Inc. (Incorporated by reference to Exhibit 14.1 to the Registration Statement filed on Form S-1 (File No. 333-261616) filed with the Securities and Exchange Commission on January 10, 2022) 19.1* Insider trading policy (Incorporated by reference to Exhibit 19.1 to the Annual Report filed on Form 10-K (File No. 001-41392) filed with the Securities and Exchange Commission on March 25, 2024) 23.1 Consent of Cherry Bekaert LLP, Independent Registered Public Accounting Firm (PCAOB ID 00677) 24.1 Power of Attorney 31.1 Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13A-14(A)and 15D-14(A) 31.2 Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13A-14(A)and 15D-14(A) 32.1 Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350 32.2 Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350 97.1* Innovative Eyewear, Inc., Executive Compensation Clawback Policy (Incorporated by reference to Exhibit 97 to the Annual Report filed on Form 10-K (File No. 001-41392) filed with the Securities and Exchange Commission on March 24, 2025) 101.ins XBRL Instance Document 101.sch XBRL Taxonomy Extension Schema Document 101.cal XBRL Taxonomy Calculation Linkbase Document 101.def XBRL Taxonomy Definition Linkbase Document 101.lab XBRL Taxonomy Label Linkbase Document 101.pre XRL Taxonomy Presentation Linkbase Document * Previously filed Item 16. Form 10-K Summary . The Company has elected not to include a summary pursuant to this Item 16. 73 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Innovative Eyewear, Inc. By: /s/ Harrison Gross Harrison Gross March 25, 2026 Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated. By: /s/ Harrison Gross Harrison Gross Chief Executive Officer and Director March 25, 2026 (Principal Executive Officer) By: /s/ Oswald Gayle Oswald Gayle Chief Financial Officer March 25, 2026 (Principal Financial and Accounting Officer) By: /s/ Kristen McLaughlin Kristen McLaughlin March 25, 2026 Director By: /s/ Louis Castro Louis Castro March 25, 2026 Director By: /s/ Olivia C. Bartlett Olivia C. Bartlett March 25, 2026 Director 74 Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders Innovative Eyewear, Inc. Miami, Florida Opinion on the Financial Statements We have audited the accompanying balance sheets of Innovative Eyewear, Inc. (the “Company”) as of December 31, 2025 and 2024, and the related statements of operations, stockholders’ equity, and cash flows for each of the years then ended and the related notes. In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years then ended in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ Cherry Bekaert LLP We have served as the Company’s auditor since 2021. Chicago, Illinois March 25, 2026 677 F- 1 INNOVATIVE EYEWEAR, INC. BALANCE SHEETS December 31, 2025 and 2024 2025 2024 ASSETS Current Assets Cash and cash equivalents $ 6,511,036 $ 2,628,987 Investments - 4,895,184 Accounts receivable, net 142,152 107,918 Prepaid expenses 263,730 266,935 Inventory prepayments 438,417 424,594 Inventory, net 1,745,136 831,757 Due from Tekcapital and Affiliates 334,582 23,394 Other current assets 60 59,447 Total Current Assets 9,435,113 9,238,216 Non-Current Assets Intangible assets, net 559,968 451,302 Property and equipment, net 61,777 107,562 Other non-current assets 83,075 41,229 TOTAL ASSETS $ 10,139,933 $ 9,838,309 LIABILITIES AND STOCKHOLDERS’ EQUITY Liabilities Current Liabilities Accounts payable and accrued expenses $ 985,417 $ 692,817 Deferred revenue 59,889 44,901 Total Current Liabilities 1,045,306 737,718 Non-Current Liabilities Long-term payment plan with vendor 28,488 - Deferred revenue - 5,450 TOTAL LIABILITIES 1,073,794 743,168 Commitments and contingencies (see Note 7) - - Stockholders’ Equity Common stock (par value $ 0.00001 , 50,000,000 shares authorized: 5,479,861 and 2,452,632 shares issued and outstanding as of December 31, 2025 and 2024, respectively) 55 25 Additional paid-in capital 41,393,203 33,831,046 Accumulated deficit ( 32,327,119 ) ( 24,735,930 ) TOTAL STOCKHOLDERS’ EQUITY 9,066,139 9,095,141 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 10,139,933 $ 9,838,309 See accompanying Notes to the Financial Statements. F- 2 INNOVATIVE EYEWEAR, INC. STATEMENTS OF OPERATIONS For the years ended December 31, 2025 and 2024 2025 2024 Revenues, net $ 2,661,669 $ 1,636,440 Less: Cost of Goods Sold ( 2,094,218 ) ( 1,421,250 ) Gross Profit 567,451 215,190 Operating Expenses: General and administrative ( 5,225,834 ) ( 4,473,292 ) Sales and marketing ( 2,971,193 ) ( 2,706,213 ) Research and development ( 725,388 ) ( 819,387 ) Related party management fee ( 140,000 ) ( 140,000 ) Total Operating Expenses ( 9,062,415 ) ( 8,138,892 ) Other Income (Expense), net 903,775 157,187 Net Loss $ ( 7,591,189 ) $ ( 7,766,515 ) Weighted average number of shares outstanding 3,991,818 1,496,357 Loss per share, basic and diluted $ ( 1.90 ) $ ( 5.19 ) See accompanying Notes to the Financial Statements. F- 3 INNOVATIVE EYEWEAR, INC. STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY For the years ended December 31, 2025 and 2024 Common Stock Additional Paid In Accumulated Total Stockholders’ Shares Amount Capital Deficit Equity Balances as of January 1, 2025 2,452,632 $ 25 $ 33,831,046 $ ( 24,735,930 ) $ 9,095,141 Cancellation of shares by stockholder ( 5 ) - - - - Issuance of shares to brand ambassador 11,539 - 30,001 - 30,001 Issuance of shares related to vesting of restricted share units 80,816 1 ( 1 ) - - At-the-Market Offerings 606,377 6 1,177,203 - 1,177,209 Exercises of warrants related to inducement agreements 1,341,970 13 3,331,968 - 3,331,981 Other exercises of warrants in ordinary course 986,532 10 2,312,738 - 2,312,748 Stock-based compensation - - 710,248 - 710,248 Net loss - - - ( 7,591,189 ) ( 7,591,189 ) Balances as of December 31, 2025 5,479,861 $ 55 $ 41,393,203 $ ( 32,327,119 ) $ 9,066,139 Balances as of January 1, 2024 747,416 $ 7 $ 22,528,234 $ ( 16,969,415 ) $ 5,558,826 Issuance of shares to third party service provider 15,000 - 81,900 - 81,900 Issuance of shares to brand ambassador 4,500 - 21,690 - 21,690 Issuance of shares related to vesting of restricted share units 13,645 - - - - At-the-Market Offerings 557,987 6 3,723,128 - 3,723,134 First Registered Direct Offering 210,043 2 737,298 - 737,300 Second Registered Direct Offering 263,160 3 2,134,048 - 2,134,051 Exercises of warrants related to inducement agreements 538,426 6 3,503,873 - 3,503,879 Other exercises of warrants in ordinary course 102,455 1 424,255 - 424,256 Stock-based compensation - - 676,620 - 676,620 Net loss - - - ( 7,766,515 ) ( 7,766,515 ) Balances as of December 31, 2024 2,452,632 $ 25 $ 33,831,046 $ ( 24,735,930 ) $ 9,095,141 See accompanying Notes to the Financial Statements. F- 4 INNOVATIVE EYEWEAR, INC. STATEMENTS OF CASH FLOWS For the years ended December 31, 2025 and 2024 2025 2024 Operating Activities Net Loss $ ( 7,591,189 ) $ ( 7,766,515 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation 66,788 109,489 Amortization 68,554 39,897 Non-cash interest income ( 789 ) - Realized gains on debt securities (U.S. Treasury bills) ( 130,496 ) - Stock-based compensation and nonemployee stock-based payment expense 738,170 774,788 Expenses paid by Tekcapital and Affiliates 259,703 281,758 Provision for doubtful accounts 7,993 19,859 Write-off of previously-capitalized software costs - 88,073 Changes in operating assets and liabilities: Accounts receivable ( 36,777 ) ( 4,566 ) Accounts payable and accrued expenses 191,521 91,228 Prepaid expenses 28,682 16,356 Inventory prepayments ( 13,823 ) ( 101,074 ) Inventory ( 913,379 ) ( 298,518 ) Other assets ( 19,184 ) - Contract assets and deferred revenue 68,925 9,595 Net cash flows from operating activities ( 7,275,301 ) ( 6,739,630 ) Investing Activities Purchases of debt securities (U.S. Treasury bills) ( 1,274,320 ) ( 4,895,184 ) Proceeds from redemption of debt securities (U.S. Treasury bills) 6,300,000 - Loans made to Tekcapital Europe, Ltd. ( 550,000 ) ( 767,940 ) Repayment of amounts loaned to Tekcapital Europe, Ltd. 250,000 767,940 Patent costs ( 177,220 ) ( 204,770 ) Purchases of property and equipment ( 72,513 ) ( 62,203 ) Net cash flows from investing activities 4,475,947 ( 5,162,157 ) Financing Activities Proceeds from offerings of common stock and warrants - 2,871,351 Proceeds from at-the-market offerings of common stock 1,177,209 3,723,134 Proceeds from exercises of warrants 5,644,729 3,928,135 Proceeds from sale of common stock withheld from employees to cover withholding taxes on vested restricted share units 52,655 19,603 Incurrence of obligation under long-term payment plan with vendor 121,059 - Payments made under long-term payment plan with vendor ( 44,147 ) - Repayment of amounts due to Tekcapital and Affiliates ( 270,102 ) ( 298,896 ) Net cash flows from financing activities 6,681,403 10,243,327 Net Change in Cash and cash equivalents 3,882,049 ( 1,658,460 ) Cash and cash equivalents at Beginning of Period $ 2,628,987 $ 4,287,447 Cash and cash equivalents at End of Period $ 6,511,036 $ 2,628,987 Significant Non-Cash Transactions Expenses paid for by Tekcapital and Affiliates, reported as change in Due to/from Tekcapital and Affiliates 259,703 281,758 Issuance of shares for prepayment to third party service provider - 81,900 Issuance of shares for prepayment to brand ambassador 30,001 21,690 See accompanying Notes to the Financial Statements. F- 5 INNOVATIVE EYEWEAR, INC. NOTES TO THE FINANCIAL STATEMENTS December 31, 2025 and 2024 NOTE 1 – GENERAL INFORMATION Innovative Eyewear, Inc. (the “Company,” “us,” “we,” or “our”) is a corporation organized under the laws of the State of Florida that develops and sells cutting-edge smart eyewear – including prescription eyeglasses, ready-to-wear sunglasses, safety glasses, and sport glasses – which are designed to allow our customers to remain connected to their digital lives. We sell smart eyewear under our own Lucyd brand, which includes the Lucyd Lyte ® and Lucyd Armor product lines, as well as cobranded smart eyewear under the Nautica ® Powered by Luycd , Eddie Bauer ® Powered by Luycd , and Reebok ® Powered by Luycd product lines. The Company was originally founded by Lucyd Ltd., a portfolio company of Tekcapital Plc through Tekcapital Europe, Ltd. (collectively, together with Lucyd Ltd., “Tekcapital and Affiliates”), which owned approximately 5% of our issued and outstanding shares of common stock as of December 31, 2025. NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and in accordance with the accounting rules under Regulation S-X, as promulgated by the Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments considered necessary for the fair presentation of the financial statements for the years presented have been included. The results of operations for the years ended December 31, 2025 and 2024 are not necessarily indicative of the results to be expected for future periods. Change in Capital Structure As described more fully in Note 8, effective July 18, 2024, the Company effected a 1-for-20 reverse stock split for all of its issued and outstanding common stock. All share and per share related amounts presented in these financial statements and accompanying notes, including but not limited to shares issued and outstanding, dollar amounts of common stock and additional paid-in capital, earnings/(loss) per share, and warrants and options, have been retroactively adjusted for all periods presented in order to reflect this change in capital structure. There were no changes to the total number of authorized common shares or par value per common share as a result of this change. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates, particularly given the significant uncertainties associated with the current state of international trade and the overall economic environment. Segment Reporting The Company has a single reportable segment, which generates revenue from the sales of smartglasses, and related accessories and apps. The Company derives revenue primarily in North America and manages its business activities on a consolidated basis. The Company’s chief operating decision maker, as such term is defined under GAAP, is our Chief Executive Officer. The accounting policies of our single reportable segment are the same as those for the Company as a whole. The chief operating decision maker assesses performance for the single reportable segment and decides how to allocate resources based on net income that also is reported on the income statement as consolidated net income. The measure of segment assets is reported on the balance sheet as total consolidated assets. The Company does not have intra-entity sales or transfers. F- 6 Cash Equivalents All highly liquid investments with original maturities of three months or less, including money market funds, certificates of deposit, and U.S. Treasury bills purchased three months or less from maturity, are considered cash equivalents. Investments As of December 31, 2024, the Company held certain investments in U.S. Treasury bills, which were purchased in September 2024 and matured in March 2025. These investments were classified as “held-to-maturity” and were recorded at amortized cost of $ 4,895,184 in the accompanying balance sheet as of December 31, 2024; the aggregate fair value of these investments as of December 31, 2024, based on quoted prices (unadjusted) in active markets for identical assets, was $ 4,957,750 .Upon maturity of these investments in March 2025, the Company recognized a realized gain $ 104,816 . Additionally, during the year ended December 31, 2025, the Company purchased an investment in U.S. Treasury bills for $ 1,274,320 in April 2025, which subsequently matured in October 2025 and for which the Company recognized a realized gain of $ 25,680 . Accounts Receivable Accounts receivable are uncollateralized obligations due from customers under normal trade terms. For direct-to-consumer sales, payment is required before product is shipped. For wholesale orders, we offer “net 30” payment terms on wholesale orders of $1,500 or more in accordance with industry standards. The Company, by policy, routinely assesses the financial strength of its customers. Accounts receivable are reported at the amount billed to the customer, net of an allowance for credit losses. The allowance for credit losses is determined based upon a variety of judgments and factors. Factors considered in determining the allowance include historical collection, write-off experience, and management’s assessment of collectability from customers, giving consideration to current conditions, reasonable forecasts, and expectations of future collectability and collection efforts. Management continuously assesses the collectability of receivables and adjusts estimates based on actual experience and future expectations. Receivable balances are written-off against the allowance when such balances are deemed to be uncollectible. The Company recognized bad debt expense of $ 7,993 and $ 19,859 for the years ended December 31, 2025 and 2024, respectively. A roll forward of the allowance for credit losses for the years ended December 31, 2025 and 2024 is as follows: Schedule of allowance for doubtful account 2025 2024 Balance at January 1 $ 30,966 $ 25,772 Bad debt expense 7,993 19,859 Write-offs ( 22,401 ) ( 14,883 ) Other 86 218 Balance at December 31 $ 16,644 $ 30,966 As of January 1, 2024, accounts receivable, net of allowance for credit losses were $ 93,211 . Inventory Our inventory predominantly consists of purchased eyewear and related accessories, and is stated at the lower of cost or net realizable value, with cost determined on a specific identification method of inventory costing which attaches the actual cost to an identifiable unit of product. Also included within inventory at December 31, 2025 was $72,864 of electronic components purchased from a third-party supplier for use by our manufacturer in their future production of our eyewear; there were no such comparable amounts in inventory at December 31, 2024. Provisions for excess, obsolete, or slow-moving inventory are recorded after periodic evaluation of historical sales, current economic trends, forecasted sales, estimated product life cycles, and estimated inventory levels. Such provisions were $ 59,000 and $ 0 as of December 31, 2025 and 2024, respectively. As of December 31, 2025 and 2024, the Company recorded an inventory prepayment in the amount of $ 438,417 and $ 424,594 , respectively, related to down payments on eyewear purchased from the manufacturer, prior to shipment of the product that occurred after the respective balance sheet dates. F- 7 Intangible Assets Intangible assets relate to patent costs received in conjunction with the initial capitalization of the Company and internally developed utility and design patents. The Company amortizes these assets over the estimated useful life of the patents. The Company reviews its intangible assets for impairment whenever changes in circumstances indicate that the carrying amount of the assets may not be recoverable. Capitalized Software Prior to 2024, the Company had incurred certain costs related to development of the Vyrb software application, and had capitalized approximately $ 88,000 of such costs related to coding, development, and testing (subsequent to establishing technical feasibility of the app), as it was the Company’s intention to market and sell this software externally. During 2024, management decided to shift its primary software development focus to the Lucyd app. Based on this decision, during the year ended December 31, 2024, the Company expensed the previously-capitalized Vyrb software development costs totaling approximately $88,000 to research and development expense. No development costs have been capitalized with respect to the Lucyd app or any other software, and there are no capitalized software costs recorded on the Company’s balance sheets as of December 31, 2025 or 2024. Property and Equipment Property and equipment are depreciated using the straight-line method over the estimated useful lives or lease terms if shorter. Depreciation expense for the years ended December 31, 2025 and 2024 was $ 66,788 and $ 109,489 , respectively. Repair and maintenance costs are expensed as incurred. Schedule of property and equipment December 31, December 31, Estimated Useful Lives Property & Equipment 2025 2024 (in Years) Mobile Kiosk Display $ 193,004 $ 162,940 3 years Computer Equipment 44,901 44,901 3 Years Office Equipment 27,826 12,991 3 Years Internal-Use Software and Website Costs 53,300 77,196 3 to 5 Years Property and equipment, gross 319,031 298,028 Less: Accumulated depreciation ( 257,254 ) ( 190,466 ) Property and equipment, net $ 61,777 $ 107,562 Fair Value of Financial Instruments For certain of the Company’s financial instruments, including cash, cash equivalents, accounts receivable, and accounts payable, the carrying amounts approximate fair value due to the short-term maturities of these instruments. Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, cash equivalents, and accounts receivable. The Company limits its credit risk with respect to cash by maintaining cash and cash equivalent balances with high quality financial institutions. At times, the Company’s cash balances may exceed federally insured limits. Concentrations of credit risk with respect to accounts receivable are generally considered minimal due to collection history. However, some significant concentrations exist. ● The accounts receivable balance from Amazon.com for sales made through their website was $ 66,043 or approximately 42 % of the Company’s gross accounts receivable balance as of December 31, 2025, and was $ 23,834 or approximately 17 % of the Company’s gross accounts receivable balance as of December 31, 2024. F- 8 ● The accounts receivable balance from an unrelated wholesale distributor was $ 18,586 or approximately 12 % of the Company’s gross accounts receivable balance as of December 31, 2025, and was $ 53,184 or approximately 37 % of the Company’s gross accounts receivable balance as of December 31, 2024. ● As of December 31, 2024, $ 47,950 or approximately 33 % of the Company’s gross accounts receivable balance was related to a single customer under a long-term instalment arrangement; the accounts receivable balance for this customer was zero as of December 31, 2025. Revenue Recognition Our revenue is primarily generated from the sales of prescription and non-prescription optical glasses and sunglasses, and shipping charges which are charged to the customer associated with these purchases. We sell products through our retail store resellers, distributors, on our own website Lucyd.co, and on Amazon.com. We have also recently started to generate revenue from the sale of subscriptions to the “Pro” version of our Lucyd app, which provides unlimited ChatGPT interactions and priority tech support for a monthly or annual fee. The following table presents disaggregated revenue for the years ended December 31, 2025 and 2024: 2025 2024 E-commerce channels $ 2,431,365 $ 1,464,385 Wholesale channels 217,113 167,549 App store subscriptions 13,191 4,506 Total revenues, net $ 2,661,669 $ 1,636,440 To determine revenue recognition, we perform the following steps: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) we satisfy a performance obligation. At contract inception, we assess the goods or services promised within each contract and determine those that are performance obligations, and also assess whether each promised good or service is distinct. We then recognize as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. In instances where the collectability of contractual consideration is not probable at the time of sale, the revenue is deferred on our balance sheet as a contract liability, and the associated cost of goods sold is deferred on our balance sheet as a contract asset; subsequently, we recognize such revenue and cost of goods sold as payments are received. With respect to such instances, during the years ended December 31, 2025 and 2024, we recognized $ 30,000 of revenue for each period, that was included in the contract liability balance of $ 47,950 and $ 77,950 as of January 1, 2025 and 2024, respectively. All revenue, including sales processed online and through our retail store resellers and distributors, is reported net of discounts, returns, and sales taxes collected from customers on behalf of taxing authorities. Amounts billed to a customer for shipping and handling are reported as revenues; costs incurred for shipping and handling are included in cost of goods sold at the time the related revenue is recognized. For sales generated through our e-commerce channels, we identify the contract with a customer upon online purchase of our eyewear and transaction price at the manufacturer suggested retail price (“MSRP”). Our e-commerce revenue is recognized upon meeting of the performance obligation when the eyewear is shipped to the end customer. For sales processed through our website, U.S. consumers enjoy free USPS first class postage on orders over $149, with faster delivery options available for extra cost, for sales processed through our website. For Amazon sales, shipping is free for U.S. consumers while international customers pay shipping charges on top of MSRP. Any costs associated with fees charged by the online platforms (i.e., Amazon.com, or Shopify for sales through our Lucyd.co website) are not recharged to customers and are recorded as a component of cost of goods sold as incurred. The Company charges applicable state sales taxes in addition to the MSRP for both online channels and all other marketplaces on which we sell products. For sales to our retail store partners, we identify the contract with a customer upon receipt of an order of our eyewear through our Shopify wholesale portal or direct purchase order. Revenue is recognized upon meeting the performance obligation, which is delivery of the Company’s eyewear products to the retail store, and is also recorded net of returns and discounts. Our wholesale pricing for eyewear sold to retail store partners includes volume discounts, due to the nature of large quantity orders. The pricing includes shipping charges, while excluding any state sales tax charges applicable. Due to the nature of wholesale retail orders, no e-commerce fees are applicable. F- 9 For sales to distributors, we identify the contract with a customer upon receipt of an order of our eyewear through a direct purchase order. If collectability of substantially all of the contract consideration is probable, revenue is recognized upon meeting the performance obligation, which is delivery of our eyewear products to the distributor, and is also recorded net of returns and discounts. Our wholesale pricing for eyewear sold to retail store partners and distributors includes volume discounts, due to the nature of large quantity orders. The pricing does not include shipping. Due to the nature of wholesale retail orders, no marketplace fees are applicable, only credit card processing fees. For sales of subscriptions to the “Pro” version of our Lucyd app, we identify the individual contracts with customers through detailed transaction reports from the Apple App Store or Google Play Store, with each individual transaction representing a separate contract. Revenue is recognized upon meeting the performance obligation, which is the right and availability of each customer to access the “Pro” features of the Lucyd app. For those customers that purchase such access on a month-to-month basis, we recognize revenue in the month in which the purchase of such access is made. For those customers that purchase an annual subscription, we recognize revenue on a straight-line basis over the subscription period, using a mid-month convention. The balance of unearned revenue related to app subscriptions that has been deferred on our balance sheet as a contract liability was $ 4,506 and $ 2,401 as of December 31, 2025 and 2024, respectively. During the year ended December 31, 2025, we recognized $2,401 of revenue that was included in the contract liability balance as of January 1, 2025. We allow our customers to return our physical products, subject to our refund policy, which allows any customer to return our physical products for any reason and receive a full refund for frames (prescription lenses excluded) within the first: 7 days for sales made through our website (Lucyd.co), 30 days for sales made through Amazon, and 30 days for sales to most wholesale retailers and distributors (although certain sales to independent distributors are ineligible for returns). We charge a standard $15 restocking fee for standard frame returns, which is deducted from applicable refunds to cover shipping and restocking costs, and our return policy prohibits discretionary returns of glasses with prescription lenses. For all of our product sales, at the time of sale, we establish a reserve for returns, based on historical experience and expected future returns, as well as review all individual returns received in the month following the balance sheet date; such reserve is recorded as a reduction of sales. The Company recorded an allowance for sales returns of $ 14,669 and $ 15,746 as of December 31, 2025 and 2024, respectively. Stock-Based Compensation The Company recognizes compensation expense for stock-based awards to employees and directors and others based on the grant date fair value of such awards. Forfeitures are accounted for as a reduction of compensation expense in the period when such forfeitures occur. For awards of restricted stock units and shares of common stock, the fair value of the award is based on the quoted market price of our common shares on the NASDAQ stock exchange. For stock option awards, the Black-Scholes-Merton option pricing model is used to estimate the fair value of share-based awards. The Black-Scholes-Merton option pricing model incorporates various and highly subjective assumptions, including expected term and share price volatility. ● The expected term of the stock options is estimated based on the simplified method as allowed by Staff Accounting Bulletin No. 107. ● The share price volatility is estimated using historical stock prices based upon the expected term of the options granted, using stock prices of comparably profiled public companies. ● The risk-free interest rate assumption is determined using the rates for U.S. Treasury zero-coupon bonds with maturities similar to those of the expected term of the award being valued. F- 10 Recently Adopted Accounting Pronouncements In December 2023, the Financial Accounting Standards Board (“FASB”) issued accounting Standards Update (“ASU”) ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures . ASU 2023-09 requires disclosure of additional categories of information about federal, state, and foreign income taxes in the rate reconciliation table and requires entities to provide more details about the reconciling items in some categories if items meet a quantitative threshold. The ASU also requires entities to disclose income taxes paid, net of refunds, disaggregated by federal (national), state, and foreign taxes for annual periods and to disaggregate the information by jurisdiction based on a quantitative threshold. The guidance makes several other changes to the disclosure requirements. ASU 2023-09 was effective for the Company for the fiscal year ending December 31, 2025. We adopted the new standard, which primarily resulted in expanded disclosures in the rate reconciliation table and regarding certain reconciling items. Refer to Note 4 for additional information. As the requirements of this ASU relate to disclosure only, the adoption of this ASU did not have a significant impact on our financial statements. Recently Issued Accounting Pronouncements In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses . ASU 2024-03 requires public business entities to disclose specified information about certain costs and expenses, including but not limited to purchases of inventory, employee compensation, depreciation, and intangible asset amortization, in a tabular format within the notes to their financial statements, as well as provide additional disclosures related to certain other specified expenses. The ASU may be applied on either a prospective or retrospective basis, and is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. The Company is currently evaluating the ASU to determine its impact on the Company’s disclosures. Subsequent Events In connection with the preparation of these financial statements, the Company has evaluated subsequent events through March 25, 2026, which is the date the financial statements were available to be issued. See Note 11 for additional information. NOTE 3 – LIQUIDITY The Company has a limited operating history. The Company’s business and operations are sensitive to general business and economic conditions in the United States. A host of factors beyond the Company’s control could cause fluctuations in these conditions. Adverse conditions may include an economic recession or downturn, changes in regulations or restrictions on imports, competition, or changes in consumer taste. These adverse conditions could affect the Company’s financial condition and the results of its operations. The Company meets its day-to-day working capital requirements using monies raised through sales of eyewear and issuances of equity. During the years ended December 31, 2025 and 2024, the Company raised approximately $ 6.8 million and $ 10.5 million, respectively, of net cash proceeds through the issuance of equity via a combination of at-the-market offerings, registered direct offerings, and warrant exercises (see Note 8 for details). The Company has also entered into agreements with related parties, under which the Company may make net borrowings of up to $ 0.95 million (see Note 6 for details); as of December 31, 2025, the Company has not borrowed any amounts under such agreements. Management expects that operating losses could continue in the foreseeable future as we continue to invest in the expansion and development of our business. Management’s forecasts and projections indicate that the Company expects to have sufficient liquidity to fund operations through at least the next 12 months. However, the Company may raise additional funds if management believes it would be beneficial to do so. F- 11 NOTE 4 – INCOME TAXES The Company accounts for income taxes under an asset and liability approach that recognizes deferred tax assets and liabilities based on the difference between the financial statement carrying amounts and the tax bases of assets and liabilities, using enacted tax rates in effect in the years in which the differences are expected to reverse (i.e., when taxes are actually paid or recovered). The Company assesses the realizability of its net deferred tax assets on an annual basis. A valuation allowance is established when it is more likely than not that all or a portion of a deferred tax asset will not be realized. A review of all relevant available positive and negative evidence is considered, including the Company’s current and past performance, the market environment in which the Company operates, length of carryback and carryforward periods, and existing contracts that will result in future profits. After reviewing all relevant available evidence, the Company has recorded a full valuation allowance against its deferred tax assets as of December 31, 2025 and 2024. On July 4, 2025, the United States enacted budget reconciliation bill H.R. 1, referred to as the One Big Beautiful Bill Act (“OBBBA”). The OBBBA includes a broad range of tax reform provisions, including extending and modifying various provisions of the 2017 Tax Cuts and Jobs Act and expanding certain incentives in the 2022 Inflation Reduction Act while accelerating the phase-out of other incentives. The OBBBA has multiple effective dates, with certain provisions effective in 2025 and other provisions effective in 2026 and subsequent years. OBBBA provisions include the restoration of the current deductibility for domestic research expenditures beginning in 2025, with transition options for previously capitalized amounts. OBBBA’s changes to the deductibility of domestic research and experimental expenditures decreased our deferred tax asset position as a change in tax law is accounted for in the period of enactment. The effective tax rate on income/(loss) before income taxes for the year ended December 31, 2025 differed from the U.S. federal statutory tax rate for the following reasons: Schedule of effective tax rate on income/(loss) before income taxes Amount Percent U.S. federal statutory tax rate $ 1,594,150 21.00 % State and local income taxes, net of federal (national) income tax expense (a) 78,243 1.04 % Nontaxable or nondeductible items Restricted Stock Units (RSUs) ( 67,171 ) - 0.91 % Other ( 15,789 ) - 0.21 % Other ( 4,736 ) - 0.09 % Changes in valuation allowance ( 1,584,697 ) - 20.83 % Effective tax rate $ - 0 .00 % (a) State taxes in Florida made up the majority (greater than 50%) of the tax effect in this category. The effective tax rate on income/(loss) before income taxes for the year ended December 31, 2024 differed from the U.S. federal statutory tax rate for the following reasons: Schedule of reconciliation of federal statutory tax rate 2024 Income tax benefit at the statutory federal rate $ 1,630,968 State income tax benefits, net of federal benefit 68,365 Change in valuation allowance and other items ( 1,699,333 ) Total $ - The Company’s effective tax rate for the years ended December 31, 2025 and 2024 was 0 % , primarily due to the changes in the full valuation allowance on net deferred tax assets. F- 12 Cash Paid for Income Taxes For the year ended December 31, 2025, the Company did not make any cash payments for income taxes as it generated net operating losses during the period. The Company did, however, incur and pay non–income-based taxes. Deferred Tax Assets and Liabilities The components of the Company’s net deferred tax assets (liabilities) at December 31, 2025 and 2024 are as follows: Schedule of deferred tax assets and liabilities 2025 2024 Deferred tax assets: Net operating losses – federal $ 5,510,579 $ 3,929,930 Net operating losses – state 315,322 247,869 Stock-based compensation 1,056,131 1,022,605 Accrued expenses 15,922 - Research and development expenses 150,475 283,969 Other 13,712 19,546 Total deferred tax assets 7,062,141 5,503,919 Deferred tax liabilities: Depreciation and amortization ( 6,994 ) ( 33,469 ) Total deferred tax liabilities ( 6,994 ) ( 33,469 ) Valuation Allowance ( 7,055,147 ) ( 5,470,450 ) Total net deferred tax assets $ - $ - At December 31, 2025, the Company had federal net operating loss carryforwards of $ 26,240,853 and state net operating loss carryforwards of $ 14,071,375 , both of which may be carried forward indefinitely. A company’s ability to utilize a portion of its net operating loss carryforwards to offset future taxable income may be subject to certain limitations under Section 382 of the Internal Revenue Code due to changes in the equity ownership of the Company. The Company has not completed a formal Section 382 analysis. In addition, future changes in ownership as defined in Section 382 of the Internal Revenue Code could put limitations on the availability of the net operating loss carryforwards. Unrecognized Tax Benefits The Company follows a more-likely-than-not threshold for financial statement recognition and measurement of a tax position taken, or expected to be taken, in a tax return. The Company recognizes a benefit from its tax positions only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. Any interest and penalties accrued related to uncertain tax positions are recorded in tax expense. As of December 31, 2025 and 2024, the Company did not record any uncertain tax position related to the utilization of certain federal net operating losses. As of December 31, 2025 and 2024, The Company has no liability for unrecognized tax benefits. Additionally, the Company has no pending or on-going audits in any tax jurisdiction. The Company’s tax returns for the years ended 2022 – 2025 remain subject to examination by the Internal Revenue Service for U.S. federal income tax purposes and by the applicable state taxing authorities in Florida. F- 13 NOTE 5 – INTANGIBLE ASSETS Schedule of intangible assets December 31, December 31, Finite-lived intangible assets 2025 2024 Patent Costs $ 711,222 $ 534,002 Less: Accumulated amortization ( 151,254 ) ( 82,700 ) Intangible assets, net $ 559,968 $ 451,302 These costs are amortized using the straight-line method over a period of 10 years. Amortization expense totaled $ 68,554 and $ 39,897 for the years ended December 31, 2025 and 2024, respectively. Estimated future amortization expense related to intangible assets over their remaining useful lives is as follows: Schedule of estimated future amortization expense 2026 $ 70,018 2027 70,018 2028 70,018 2029 70,018 2030 68,548 Thereafter (through 2035) 211,348 Total $ 559,968 NOTE 6 – RELATED PARTY TRANSACTIONS Management Service Agreement The Company is party to a management services agreement with Tekcapital Europe Ltd. (an affiliate of Lucyd Ltd., whose Chief Executive Officer is the father of our Chief Executive Officer), which was originally entered into in 2020 and subsequently amended in 2022. While the agreement does not stipulate a specific maturity date, it can be terminated with 30 calendar days written notice by any party. Under this agreement, the related party provides the following services to us, for which we are billed $35,000 per quarter: ● Support and advice to the Company in accordance with their area of expertise; ● Research, technical review, legal review, recruitment, software development, marketing, public relations, and advertisement; and ● Advice, assistance, and consultation services to support the Company or in relation to any other related matter. The Company incurred expense of $ 140,000 during each of the years ended December 31, 2025 and 2024 under this agreement. Rent of Office Space Since 2022, under an agreement between the Company and Tekcapital Europe, Ltd, Tekcapital bills the Company for an allocation of rent paid by Tekcapital on the Company’s behalf. The underlying lease between Tekcapital and its landlord has an end date of January 31, 2026. The Company recognized $ 116,684 and $ 92,312 of expense related to this month-to-month arrangement for the years ended December 31, 2025 and 2024, respectively. F- 14 Loans to Tekcapital Europe, Ltd. On January 11, 2024, the Company entered into an intercompany loan agreement (as lender) with Tekcapital Europe, Ltd. (as borrower) and Tekcapital Plc, the parent of Tekcapital Europe, Ltd. Pursuant to this agreement, the Company loaned 600,000 British pounds sterling (equivalent to approximately $ 768,000 ) to Tekcapital Europe, Ltd. The loan bore simple interest at a rate of 10 % per annum and was required to be repaid on or before April 11, 2024. Tekcapital Plc executed the agreement as guarantor for Tekcapital Europe, Ltd. on the full amount of the loan. Tekcapital Europe, Ltd. subsequently repaid all of the outstanding balance of the loan (including principal and accrued interest) during the year ended December 31, 2024, and as of December 31, 2024, no amounts remained outstanding or payable to us under this agreement. On April 23, 2025, the Company entered into an intercompany loan agreement (as lender) with Tekcapital Europe, Ltd. (as borrower) and Tekcapital Plc, the parent of Tekcapital Europe, Ltd. Pursuant to this agreement, the Company agreed to make a loan facility available to Tekcapital Europe, Ltd. for up to a maximum of $ 500,000 . Tekcapital Europe, Ltd. could receive advances under this facility upon request through October 23, 2025; any amounts advanced to Tekcapital Europe, Ltd. bore simple interest at a rate of 10 % per annum, and were required to be repaid on or before July 23, 2026. Tekcapital Plc executed the agreement as guarantor for Tekcapital Europe, Ltd. on the full amount of the loan. In May 2025, Tekcapital Europe, Ltd. borrowed $ 250,000 under this agreement; subsequently in June 2025, Tekcapital Europe, Ltd. repaid such borrowing in full along with $ 2,503 of interest. As of December 31, 2025, no amounts remained outstanding or payable to us under this agreement. On December 19, 2025, the Company entered into an intercompany loan agreement (as lender) with Tekcapital Europe, Ltd. (as borrower) and Tekcapital Plc, the parent of Tekcapital Europe, Ltd. Pursuant to this agreement, the Company agreed to make a loan facility available to Tekcapital Europe, Ltd. for up to a maximum of $ 300,000 . Tekcapital Europe, Ltd. may receive advances under this facility upon request through January 19, 2026; any amounts advanced to Tekcapital Europe, Ltd. bear simple interest at a rate of 12 % per annum, and are required to be repaid on or before March 19, 2026. Tekcapital Plc executed the agreement as guarantor for Tekcapital Europe, Ltd. on the full amount of the loan. On December 23, 2025, Tekcapital Europe, Ltd. borrowed $ 300,000 under this agreement; the $300,000 outstanding principal balance of this loan, plus accrued interest receivable of $ 789 , is included within Due from Tekcapital and Affiliates in the accompanying balance sheet as of December 31, 2025. Lucyd Ltd. Financing Agreement On March 1, 2024, the Company entered into an agreement with Lucyd Ltd. pursuant to which the Company can receive up to $ 1,250,000 either (a) in services provided by Lucyd Ltd. to the Company or (b) in cash upon request of funds by the Company. Once funds or services are received by the Company, it will issue a convertible note to Lucyd Ltd. that will bear interest at 10 % per annum and include the option to convert the note into shares of the Company’s common stock upon certain defined events. Upon issuance, the convertible note would have a maturity date of September 1, 2025, at which time all outstanding principal and accrued interest, if any, would be payable in full in cash or in the Company’s common stock. The Company may prepay the convertible notes at any time with the written consent of Lucyd Ltd. On March 1, 2025, the Company and Lucyd Ltd. entered into an amendment of this agreement, such that upon issuance, the convertible note will have a maturity date of September 1, 2026. There were no other changes to the terms and provisions of the agreement. The Company has not borrowed any amounts under this agreement. License Agreements The Company had previously entered into certain exclusive License Agreements dated April 1, 2020 and September 15, 2021, having Addenda dated October 5, 2021 and December 7, 2021 (herein the “LL Licenses”) with Lucyd Ltd.; such licenses were royalty-free, fully paid up, perpetual licenses. On August 12, 2025, Lucyd Ltd. executed an intellectual property assignment agreement to confirm that all registered intellectual property rights under the LL Licenses, to the extent they had not previously been assigned to the Company in previously executed assignments, were irrevocably assigned to the Company, and that all unregistered intellectual property rights and other assets that were licensed exclusively to the Company under the LL Licenses were also irrevocably assigned to the Company. As such, the Company thereby acquired full ownership of all registered and unregistered intellectual property and assets that were previously exclusively licensed to the Company from Lucyd Ltd., and the LL Licenses were determined to be no longer necessary, thus Lucyd Ltd. and the Company mutually agreed to terminate the LL Licenses. F- 15 NOTE 7 – COMMITMENTS AND CONTINGENCIES Legal Matters We are not currently the subject of any material pending legal proceedings; however, we may from time to time become a party to various legal proceedings arising in the ordinary course of business. On November 11, 2025, the Company entered into a settlement and release agreement with a shareholder related to certain legal matters. Pursuant to the terms of such agreement, the Company received $570,000 from such shareholder, which is reflected within other income (expense), net in the statement of operations. Fees paid to legal counsel associated with this matter are reflected within general and administrative expenses in the statement of operations. In January 2024, we settled and resolved all outstanding matters relating to complaints filed by a third party with the International Trade Commission, alleging that certain of our products (as well as certain products of our competitors) infringed on patents held by the third party. As part of this settlement, we entered into a multi-year non-exclusive license agreement with that third party covering multiple smart eyewear patents (as described more fully below under ‘ License Agreements ’). License Agreements During 2022 and 2023, we entered into various multi-year license agreements which grant us the right to sell certain branded smart eyewear, including the Nautica, Eddie Bauer, and Reebok brands worldwide. These agreements require us to pay royalties based on a percentage of net retail and wholesale sales during the period of the license, and also require guaranteed minimum royalty payments. The agreements have base terms of 10 years but are cancellable at the option of the Company during the fifth year. The aggregate future minimum payments due under these license agreements are as follows: Schedule of future minimum payments due 2026 $ 834,000 2027 1,290,000 2028 1,543,000 2029 1,778,000 2030 2,037,000 Thereafter (through 2033) 6,092,000 Total $ 13,574,000 Also, on January 3, 2024, we entered into a multi-year non-exclusive license agreement with a third party (IngenioSpec, LLC) for multiple smart eyewear patents. Pursuant to this license agreement, the Company added licenses for 46 new patents to its portfolio of owned and licensed patents and applications. The Company fully prepaid this license for the term of the agreement and does not have any obligation for future payments under this agreement. The Company recognized $ 521,849 and $ 225,222 of expense related to all license agreements for the years ended December 31, 2025 and 2024, respectively. Long-Term Payment Plan for Information Technology System and Services The Company has entered into a long-term payment plan agreement with Oracle for the payment of costs related to the implementation of the Company’s new ERP system (which went live in April 2025) and related cloud services. Under this agreement, the Company is obligated to make payments of $4,035 per month through July 2027. As of December 31, 2025, the Company’s remaining obligation under this arrangement was $ 76,912 , of which $ 48,424 is included within accounts payable and accrued expenses in the accompanying balance sheet, and $ 28,488 is reflected within non-current liabilities in the accompanying balance sheet. F- 16 Leases Our executive offices are located at 11900 Biscayne Blvd., Suite 630 Miami, Florida 33181. Our executive offices are provided to us by Tekcapital and Affiliates (see Note 6). We consider our current office space adequate for our current operations. Other Commitments See related party management services agreement discussed in Note 6. International Trade and Tariffs Beginning in April of 2025, the U.S. government announced new or increased tariffs on goods imported from various countries to the U.S., and countries subject to such tariffs have imposed or may in the future impose retaliatory tariffs and other trade measures. These recent developments have negatively impacted our results of operations. Due to their evolving nature, we cannot predict with certainty the ultimate impacts they may have on our business and results in the future, but those impacts could be material. We are actively monitoring the ongoing tariff and international trade developments, and continue to evaluate the potential impacts to our business, cost structure, supply chain, and the broader economic environment. We have taken actions and developed contingency plans to mitigate the negative impacts of tariffs on our results, but cannot provide any assurance that such actions and strategies will be successful. NOTE 8 – STOCKHOLDERS’ EQUITY Pursuant to a corporate resolution on July 1, 2021, the Company has authority to issue up to 15,000,000 shares of preferred stock and 50,000,000 shares of common stock. There were no shares of preferred stock issued or outstanding as of December 31, 2025 and 2024. Change in Capital Structure – Reverse Stock Split At our annual meeting of shareholders on July 8, 2024, the Company’s shareholders approved an amendment to the Company’s articles of incorporation to effect a reverse stock split of our issued and outstanding common stock at a ratio between 1-for-14 and 1-for-24. Subsequently, the board of directors authorized a reverse stock split in a ratio of 1-for-20 shares, and we filed with the Florida Secretary of State a certificate of amendment to our articles of incorporation. Effective July 18, 2024, each 20 shares of the Company’s issued and outstanding common stock were combined into one share of common stock, except to the extent that the reverse stock split would have resulted in any of the Company’s stockholders owning a fractional share, in which case such fractional share was rounded up to the next highest whole share. Additionally, pursuant to their terms, the shares of common stock underlying the Company’s outstanding stock options and warrants were similarly adjusted along with corresponding adjustments to their exercise prices. All share and per share amounts presented in these financial statements and accompanying notes, included but not limited to shares issued and outstanding, earnings/(loss) per share, and warrants and options, as well as the dollar amounts of common stock and additional paid-in capital, have been retroactively adjusted for all periods presented in order to reflect this change in capital structure. There was no change to the total number of authorized common shares of 50,000,000 , and there was no change in the par value per common share of $ 0.00001 . At-the-Market Offerings The Company has entered into an at-the-market offering agreement with H.C. Wainwright & Co., LLC, as sales agent (“HCW”), relating to the sale of common stock. From August 15, 2025 through December 12, 2025, the Company sold 606,377 shares of common stock and received approximately $ 1,221,000 of gross proceeds before deducting sales agent commissions and offering expenses. The net proceeds received by the Company from these transactions amounted to approximately $ 1,180,000 , and will be used for working capital and general corporate purposes. The Company also paid $ 2,500 of legal fees during the year ended December 31, 2025, which are reflected in the financial statements as a reduction to additional paid in capital as they represent a related cost of the at-the-market equity offering transactions. From April 15, 2024 through August 30, 2024, the Company sold 557,987 shares of common stock and received approximately $ 3,913,000 of gross proceeds before deducting sales agent commissions and offering expenses. The net proceeds received by the Company from these transactions amounted to approximately $ 3,773,000 , and will be used for working capital and general corporate purposes. The Company also paid $ 50,000 of legal fees during the year ended December 31, 2024, which are reflected in the financial statements as a reduction to additional paid in capital as they represent a related cost of the at-the-market equity offering transactions. F- 17 First Registered Direct Offering On May 1, 2024, the Company closed on a registered direct offering of 210,043 shares of its common stock and, in a concurrent private placement, warrants to purchase up to 210,043 shares of common stock at an exercise price of $ 4.88 per share, for a combined purchase price per share and warrant of $ 4.88 . In exchange, the Company received approximately $1.0 million of gross proceeds, before deducting underwriting discounts and offering expenses. In addition, the Company issued to the placement agent warrants to purchase up to 15,754 shares of common stock at an exercise price of $ 6.10 per share. The net proceeds received by the Company from this transaction amounted to approximately $ 837,000 . Approximately $ 100,000 of the net proceeds received from this registered direct offering were used to pay a former agent for their waiver of a contractual right of first refusal; such payment has been reflected in the financial statements as a reduction to additional paid in capital, as it represents a related cost of the equity transaction. Second Registered Direct Offering On May 29, 2024, the Company closed on a registered direct offering of 263,160 shares of its common stock and, in a concurrent private placement, warrants to purchase up to 263,160 shares of common stock at an exercise price of $ 9.50 per share, for a combined purchase price per share and warrant of $ 9.50 . In exchange, the Company received approximately $2.5 million of gross proceeds, before deducting underwriting discounts and offering expenses. In addition, the Company issued to the placement agent warrants to purchase up to 19,737 shares of common stock at an exercise price of $ 11.876 per share. The net proceeds received by the Company from this transaction amounted to approximately $ 2,134,000 . Warrants A summary of the Company’s outstanding warrants as of December 31, 2025 is as follows: Schedule of outstanding warrants Warrant Type Warrants Outstanding to Purchase X Shares Exercise Price Issuance Date Expiration Date Listed (IPO) Warrants 68,714 $ 75.00 8/17/2022 8/17/2027 Common (SPO) Warrants 98,300 $ 21.00 6/26/2023 6/26/2028 Private Warrants 15,000 $ 75.00 4/17/2023 4/19/2028 Series A Warrants 35,700 $ 5.00 9/4/2024 3/4/2030 Series B Warrants 35,700 $ 5.00 9/4/2024 3/4/2026 Series C Warrants 148,567 $ 6.00 9/19/2024 3/19/2030 Series D Warrants 148,567 $ 6.00 9/19/2024 3/19/2026 Series E Warrants 105,264 $ 9.50 9/24/2024 9/24/2029 Series F Warrants 210,528 $ 9.50 9/24/2024 3/24/2026 Series G Warrants 210,146 $ 2.60 4/14/2025 11/19/2030 Series I Warrants 2,240,346 $ 2.60 6/24/2025 12/24/2026 Underwriter / Placement Agent Warrants 268,600 $ 3.25 -$ 164.56 8/17/2022 - 6/24/2025 4/30/2026 - 11/19/2030 Total 3,585,432 April 2025 Warrant Inducement Transaction On April 11, 2025, the Company entered into inducement letter agreements with certain holders of certain of its existing warrants to purchase an aggregate of 595,188 shares of the Company’s common stock, consisting of 60,750 Series A Warrants, 60,750 Series B Warrants, 157,896 Series E Warrants, and 315,792 Series F Warrants. Pursuant to the inducement letter agreements, the holders agreed to exercise the existing warrants for cash at a reduced exercise price of $ 2.60 per share in consideration of the Company’s agreement to issue new unregistered Series G Warrants to purchase up to an aggregate of 218,646 shares of common stock and new unregistered Series H Warrants to purchase up to an aggregate of 1,724,814 shares of common stock, each at a purchase price of $ 0.125 per warrant. The relevant details of the Series G Warrants are outlined in the table above. The Series H Warrants had an exercise price of $ 2.60 per share, were exercisable immediately upon issuance, and had an expiration date of November 19, 2026. F- 18 This transaction closed on April 14, 2025, and the gross proceeds to the Company were approximately $ 1.8 million prior to deducting placement agent fees and offering expenses. HCW acted as the exclusive placement agent for the offering; as compensation for such placement agent services, the Company paid HCW an aggregate cash fee equal to 7.5% of the gross proceeds received by the Company from this transaction, plus a management fee equal to 1.0% of the gross proceeds received by the Company. The Company also issued to HCW or its designees warrants to purchase up to 44,639 shares of common stock; such placement agent warrants are immediately exercisable, have an exercise price of $ 3.25 per share, and have an expiration date of November 19, 2030. The net proceeds received by the Company from this transaction amounted to approximately $ 1,494,000 , which the Company intends to use for working capital and general corporate purposes. June 2025 Warrant Inducement Transaction On June 20, 2025, the Company entered into inducement letter agreements with certain holders of certain of its Series H Warrants to purchase an aggregate of 746,782 shares of the Company’s common stock, which were originally issued to the holders on April 14, 2025. Pursuant to the inducement letter agreements, the holders agreed to exercise the existing warrants for cash at an exercise price of $ 2.60 per share in consideration of the Company’s agreement to issue new unregistered Series I Warrants to purchase up to an aggregate 2,240,346 shares of common stock, each at a purchase price of $ 0.125 per warrant. The relevant details of the Series I Warrants are outlined in the table above. This transaction closed on June 24, 2025, and the gross proceeds to the Company were approximately $ 2.2 million prior to deducting placement agent fees and offering expenses. HCW acted as the exclusive placement agent for the offering; as compensation for such placement agent services, the Company paid HCW an aggregate cash fee equal to 7.5% of the gross proceeds received by the Company from this transaction, plus a management fee equal to 1.0% of the gross proceeds received by the Company. The Company also issued to HCW or its designees warrants to purchase up to 56,009 shares of common stock; such placement agent warrants are immediately exercisable, will expire on June 20, 2030, and have an exercise price of $ 3.25 per share. The net proceeds received by the Company from this transaction amounted to approximately $ 1,890,000 , which the Company intends to use for working capital and general corporate purposes. The Company also paid approximately $ 157,000 of legal and accounting fees during the year ended December 31, 2025 related to these warrant inducement transactions; these payments have been reflected in the financial statements as a reduction to additional paid in capital, as they represent a related cost of the inducement transactions. Other 2025 Warrant Activity During May and June 2025, certain holders of the Company’s Series G and Series H Warrants exercised such warrants to purchase an aggregate of 986,532 shares of the Company’s common stock at an exercise of $ 2.60 per share, resulting in gross cash proceeds to the Company of approximately $ 2.6 million. In connection with the above, and pursuant to the terms of an engagement agreement between the Company and HCW originally dated April 2, 2024, and subsequently amended on September 22, 2024 and March 21, 2025, the Company paid HCW aggregate cash fees of approximately $ 0.3 million, and also issued to HCW or its designees various placement agent warrants to purchase up to 80,139 shares of common stock, with exercise prices ranging from $ 3.25 to $ 6.25 . September 2024 Warrant Inducement Transactions During September 2024, the Company entered into multiple warrant inducement transactions with certain holders of its previously-issued warrants. On September 3, 2024, the Company entered into inducement letter agreements with certain holders of existing warrants (the “Common (SPO) Warrants” originally issued on June 26, 2023) to purchase an aggregate of 126,699 shares of common stock. The warrant holders exercised for cash the existing warrants at a reduced exercise price of $ 5.00 per share, resulting in gross proceeds to the Company of approximately $ 0.6 million; in addition to the shares of common stock issued as a result of the warrant exercise, the warrant holders also received new unregistered Series A and Series B Warrants (the relevant details of which are outlined in the table above). This transaction closed on September 4, 2024, and the net proceeds received by the Company amounted to approximately $ 0.5 million. F- 19 On September 18, 2024, the Company entered into inducement letter agreements with certain holders of existing warrants (originally issued on May 1, 2024 in connection with the First Registered Direct Offering described above) to purchase an aggregate of 148,567 shares of common stock. The warrant holders exercised for cash the existing warrants at an adjusted exercise price of $ 5.13 per share, resulting in gross proceeds to the Company of approximately $ 0.8 million; in addition to the shares of common stock issued as a result of the warrant exercise, the warrant holders also received new unregistered Series C and Series D Warrants (the relevant details of which are outlined in the table above). This transaction closed on September 19, 2024, and the net proceeds received by the Company amounted to approximately $ 0.7 million. On September 22, 2024, the Company entered into inducement letter agreements with certain holders of existing warrants (originally issued on May 29, 2024 in connection with the Second Registered Direct Offering described above) to purchase an aggregate of 263,160 shares of common stock. The warrant holders exercised for cash the existing warrants at an adjusted exercise price of $ 9.875 per share, resulting in gross proceeds to the Company of approximately $ 2.6 million; in addition to the shares of common stock issued as a result of the warrant exercise, the warrant holders also received new unregistered Series E and Series F Warrants (the relevant details of which are outlined in the table above). This transaction closed on September 24, 2024, and the net proceeds received by the Company amounted to approximately $ 2.3 million. Other 2024 Warrant Activity During September and October 2024, certain holders of the Company’s warrants (including Series A Warrants, Series B Warrants, and warrants issued on May 1, 2024 in connection with the First Registered Direct Offering described above) exercised an aggregate of 121,973 of such warrants, using a combination of cashless exercise and for-cash exercise, to purchase an aggregate of 102,455 shares of the Company’s common stock. These transactions resulted in aggregate gross cash proceeds to the Company of approximately $ 0.4 million. Rights Plan On September 25, 2024, our board of directors approved the adoption of a limited duration stockholder rights plan (the “Rights Plan”), and declared a dividend to stockholders of record at the close of business on September 25, 2024 of one common stock purchase right (a “Right”) for each outstanding share of our common stock. Each Right entitles the holder to purchase from the Company six shares of our common stock at an exercise price of $ 6.21 per share. The Rights are evidenced by and trade with the certificates for the shares of our common stock that were outstanding as of September 25, 2024, and accompany any new shares of our common stock that were or will be issued after that date. Under the Rights Plan, the Rights generally will become exercisable only if a person or group acquires beneficial ownership of 20% or more of our common stock in a transaction not approved by our board of directors. In that situation, each holder of a Right (other than the acquiring person or group, whose rights will become void and will not be exercisable) will have the right to purchase, upon payment of the exercise price and in accordance with the terms of the Rights Plan, a number of shares of our common stock having a market value of twice such price. Under the Rights Plan (as subsequently amended in 2025), the Rights expire the earlier of (i) September 25, 2026, (ii) the redemption or exchange of the Rights in accordance with the terms of the Rights Plan, (iii) the closing of certain merger or other acquisition transactions involving the Company, and (iv) the date of the Company’s 2026 annual meeting of its stockholders. The Rights Plan is not intended to prevent a takeover of the Company and should not interfere with any merger or other business combination approved by our board of directors. However, the Rights Plan may cause substantial dilution to a person or group that acquires beneficial ownership of twenty percent (20%) or more of our outstanding common stock. Other Matters During the year ended December 31, 2024, the Company made a release payment of $ 325,000 to a shareholder counterparty for the waiver of certain of that counterparty’s pre-existing contractual rights related to certain of the Company’s equity offerings described above. This payment is reflected within general and administrative expenses in the statement of operations. F- 20 NOTE 9 – STOCK-BASED COMPENSATION On July 1, 2021, an Equity Incentive Plan was approved, allowing for total of 20% of our issued and outstanding common stock, less the number of outstanding stock-based awards, plus forfeitures and expirations of stock options and restricted stock units, to be available for the grant of awards under the Plan. Availability for future awards under the 2021 Equity Incentive Plan as of December 31, 2025 was 354,424 shares. Stock Options Summary information regarding the number of options, exercise price, and remaining contractual life as of and during the years ended December 31, 2025 and 2024 is as follows: Schedule fair value of options granted Options (Number) Weighted Average Exercise Price per share ($) Weighted Average Remaining Contractual Life (Years) As at January 1, 2024 144,726 41.61 2.22 Granted 500 8.40 Exercised - - Forfeited ( 61,426 ) 47.33 As at December 31, 2024 83,800 37.21 2.33 As at January 1, 2025 83,800 37.21 2.33 Granted - - Exercised - - Forfeited / Expired ( 30,700 ) 70.73 As at December 31, 2025 53,100 17.83 2.47 Exercisable as at December 31, 2025 49,148 17.21 2.50 As of December 31, 2025, the aggregate intrinsic value for all options outstanding as well as all options exercisable was zero 0 . There were no options granted during the year ended December 31, 2025. During the year ended December 31, 2024, we granted options to an employee to purchase an aggregate of 500 shares of common stock at $ 8.402 per share. However, the employee later separated from the Company, and these options were all forfeited or expired as of December 31, 2024. The estimated fair value of this award, and the amount of compensation cost ultimately recognized related to this award, were both immaterial. The weighted average grant date fair value of options outstanding as of December 31, 2025 and 2024 was $ 13.24 and $ 26.81 , respectively. Total stock option expense recognized for the years ended December 31, 2025 and 2024 was $ 129,988 and $ 554,257 , respectively. As of December 31, 2025, remaining unrecognized stock option expense was approximately $ 3,000 , all of which will be recognized in January 2026. Stock Grants On March 28, 2024, we entered into an agreement for a third party to provide us with financial advisory and investment banking services, for a minimum term of six months. As consideration for the services provided to the Company, we issued to the counterparty 15,000 shares of our common stock. The total value of consideration transferred, measured using the fair value of our common stock at the date of issuance, was $ 81,900 , which we recognized in full during the year ended December 31, 2024. F- 21 Effective April 1, 2024, pursuant to the terms of a brand ambassador agreement, we issued to an individual 4,500 shares of our common stock as compensation for the first year of the agreement. The value of the consideration transferred, measured using the fair value of our common stock at the date of issuance, was $ 21,690 , which was recognized as expense on a straight-line basis from April 1, 2024 through March 31, 2025. We recognized $ 5,422 and $ 16,268 of expense for the years ended December 31, 2025 and 2024, respectively, relative to this stock grant. Effective April 1, 2025, pursuant to the terms of a brand ambassador agreement, we issued to the same individual 11,539 shares of our common stock as compensation for the second year of the agreement. The value of this consideration transferred, measured using the fair value of our common stock at the date of issuance, was $ 30,000 , which is being recognized as expense on a straight-line basis from April 1, 2025 through March 31, 2026. We recognized $ 22,500 of expense for year ended December 31, 2025, relative to this stock grant, and will recognize the remaining expense for these shares of $ 7,500 during the first three months of 2026. Restricted Stock Units Summary information regarding the number of restricted stock units as of and during the years ended December 31, 2025 and 2024 is as follows: Schedule of number of restricted stock units Restricted Stock Units (Number) Weighted Average Grant Date Fair Value ($) As at January 1, 2024 3,261 8.30 Granted 246,000 6.22 Vested ( 13,645 ) 7.13 Forfeited - - As at December 31, 2024 235,616 6.19 As at January 1, 2025 235,616 6.19 Granted 411,848 1.64 Vested ( 80,816 ) 6.22 Forfeited ( 4,000 ) 6.88 As at December 31, 2025 562,648 2.85 On November 26, 2024, the Company awarded an aggregate of 33,600 restricted stock units to non-management employees, of which 1/3 vested immediately, 1/3 vested on November 26, 2025, and the remaining 1/3 shall vest on November 26, 2026. We recognized $ 62,149 and $ 83,477 of expense related to these awards during the years ended December 31, 2025 and 2024, respectively, and will recognize the remaining expense of $ 58,021 on a straight-line basis over the next 11 months. On December 13, 2024, the Company awarded an aggregate of 212,400 restricted stock units to the Company’s officers and management, of which 1/6 vest on each April 2 and August 19, commencing with April 2, 2025 and concluding on August 19, 2027. We recognized $ 486,662 and $ 20,278 of expense related to these awards during the years ended December 31, 2025 and 2024, respectively, and will recognize the remaining expense of $ 790,825 on a straight-line basis over the next 19.5 months. On November 14, 2025, the Company awarded an aggregate of 406,000 restricted stock units to the Company’s officers and certain other employees, of which 1/6 vest on each April 2 and August 19, commencing with April 2, 2026 and concluding on August 19, 2028. We recognized $ 30,265 of expense related to these awards during the year ended December 31, 2025, and will recognize the remaining expense of $ 635,575 on a straight-line basis over the next 31.5 months. On November 18, 2025, the Company awarded 5,848 restricted stock units to an employee, of which 1/2 vest on May 18, 2026 and 1/2 vest on November 18, 2026. We recognized $ 1,184 of expense related to this award during the year ended December 31, 2025, and will recognize the remaining expense of $ 8,290 on a straight-line basis over the next 10.5 months. F- 22 NOTE 10 – EARNINGS PER SHARE The Company calculates earnings/(loss) per share data by calculating the quotient of earnings/(loss) divided by the weighted average number of common shares outstanding during the respective period as required by ASC 260-10-50. Due to the net losses for the years ended December 31, 2025 and 2024, all shares underlying common stock warrants, common stock options, and related party convertible debt were excluded from the earnings per share calculation due to their anti-dilutive effect. Calculation of basic and diluted net earnings/(loss) per common share is as follows: Calculation of net earnings per common share - basic and diluted 2025 2024 Basic and diluted: Net loss $ ( 7,591,189 ) $ ( 7,766,515 ) Weighted-average number of common shares 3,991,818 1,496,357 Basic and diluted net loss per common share $ ( 1.90 ) $ ( 5.19 ) NOTE 11 – SUBSEQUENT EVENTS At-the-Market Offerings On January 7, 2026, the Company sold 820,800 shares of common stock and received approximately $ 1,458,000 of gross proceeds before deducting sales agent commissions and offering expenses. The net proceeds received by the Company from this sale amounted to approximately $ 1,411,000 , and will be used for working capital and general corporate purposes. Tariffs On February 20, 2026, the U.S. Supreme Court issued a ruling related to federal tariffs. The Company is currently evaluating the ruling and its potential implications. At this time, management cannot reasonably estimate the impact, if any, on the Company’s operations or consolidated financial statements. Repayment from Tekcapital Europe, Ltd. On February 24, 2026, Tekcapital Europe, Ltd. repaid in full all of the outstanding balance of the loan that the Company had made to Tekcapital on December 19, 2025 (see Note 6). The total amount paid to the Company was $ 306,115 , of which $ 300,000 represented the principal amount and $ 6,115 represented accrued interest. Extension of Lucyd Ltd. Financing Agreement On March 11, 2026, the Company and Lucyd Ltd. entered into an amendment of the financing agreement originally entered into on March 1, 2024 and previously amended on March 1, 2025 (see Note 6 for details), such that upon such that upon issuance, the convertible note will have a maturity date of September 1, 2027. There were no other changes to the terms and provisions of the agreement, and the Company has not borrowed any amounts under this agreement. F- 23