Innovative Eyewear Inc 8-K, filed Jun 27, 2023
Innovative Eyewear Inc (LUCY)
About this 8-K
Innovative Eyewear Inc filed this 8-K on June 27, 2023, reporting on events of June 22, 2023.
Items reported
- Item 1.01: Entered into a material agreement
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry Into a Material Definitive Agreement. |
On June 22, 2023, Innovative Eyewear, Inc., a Florida corporation (the “Company”), entered into a securities purchase agreement (the “Purchase Agreement”) with certain investors named therein (the “Purchasers”), and a placement agency agreement dated as of June 22, 2023 (the “PAA”) with Maxim Group LLC (the “Placement Agent”), pursuant to which the Company agreed to issue and sell to investors in the offering an aggregate of 4,500,000 Units (the “Offering”) consisting of 4,500,000 shares (the “Shares”) of the Company’s Common Stock, par value $0.00001 per share (the “Common Stock”) and accompanying Common Stock purchase warrants to purchase up to 4,500,000 shares of Common Stock (the “Warrants” and each share of Common Stock underlying a Warrant, a “Warrant Share”). The Company received aggregate proceeds from the Offering of approximately $4.75 million before deducting placement agent fees and other estimated offering expense payable by the Company, and excluding the proceeds, if any, from the exercise of the Warrants. The offering closed on June 26, 2023 (the “Closing Date”).
Each Unit was sold at a public offering price of $1.05. The Warrants have an initial exercise price of $1.05 per share, subject to customary adjustments, and will expire five years from the date of issuance. The Warrants are exercisable immediately following closing.
The Purchase Agreement and PAA contain customary representations, warranties and agreements by the Company, customary conditions to closing, and indemnification obligations of the Company and the Purchasers. The representations, warranties and covenants contained in the Purchase Agreement and PAA were made only for purposes of such agreements and as of a specific date, were solely for the benefit of the parties to such agreements, and may be subject to limitations agreed upon by the contracting parties. In addition, pursuant to the terms of the PAA, certain existing stockholders and each of the Company’s directors and executive officers entered into “lock-up” agreements with the Placement Agent that generally prohibit the sale, transfer, or other disposition of securities of the Company for a period of 90 days following the Closing Date without the prior written consent of the Placement Agent. The Company has also agreed that it will not issue or announce the issuance or proposed issuance of any common stock or common stock equivalents for a period of 90 days following the Closing Date, other than certain exempt issuances.
In addition, pursuant the PAA, the Company granted Maxim a right of first refusal, for a period of twelve (12) months from the Closing Date, to act as lead manager and bookrunner, or sole placement agent, at Maxim’s sole and exclusive discretion, for each and every future public and private equity and debt offering, including all equity linked and debt financings.
The Company engaged Maxim Group LLC as the Company’s sole placement agent for the Offering pursuant to the PAA. Pursuant to the PAA, the Company agreed to pay the Placement Agent a cash placement fee equal to 7.0% of the gross proceeds of the Offering, plus reimbursement of certain expenses and legal fees. The Company also agreed to issue up to 180,000 Common Stock purchase warrants to the Placement Agent (the “Placement Agent Warrants”). The Placement Agent Warrant contains unlimited “piggyback” registration rights for a period of three years after the commencement of sales in the offering, at the Company’s expense.
In connection with the issuance of the Warrants, the Company entered into a Warrant Agency Agreement (the “Warrant Agency Agreement”), with VStock Transfer, LLC, as warrant agent.
The foregoing summary of the terms of the Purchase Agreement, PAA, Warrant, Warrant Agency Agreement and the Placement Agent Warrant are subject to, and qualified in their entirety by reference to, copies of the forms of Purchase Agreement, PAA, Warrant, Warrant Agency Agreement and the Placement Agent Warrant that are filed as exhibits to this Current Report on Form 8-K.
| Item 8.01 | Other Events. |
The Company issued press releases announcing the pricing and closing of the Offering, which have been filed as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K.
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| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: June 27, 2023 | INNOVATIVE EYEWEAR, INC. | |
| By: | /s/ Harrison Gross | |
| Harrison Gross | ||
| Chief Executive Officer | ||
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Exhibit 99.1
Innovative Eyewear Announces Pricing of $4.7 Million Public Offering
MIAMI, June 22, 2023 /PRNewswire/ -- Innovative Eyewear Inc. (“Innovative Eyewear” or the “Company”) (NASDAQ: LUCY; LUCYW), the developer and retailer of smart eyewear under the Lucyd® brand, and licensee of the Nautica®, Eddie Bauer® and Reebok® brands, today announced the pricing of its public offering of 4,500,000 units, with each unit consisting of one share of common stock and one warrant to purchase one share of common stock. Each unit is being sold at a public offering price of $1.05. The warrants in each unit will be immediately exercisable at a price of $1.05 per share and will expire five years from the date of issuance. The shares of common stock and the accompanying warrants can only be purchased together in this offering but will be issued separately and will be immediately separable upon issuance.
Gross proceeds, before deducting placement agent fees and estimated offering expenses, are expected to be approximately $4.7 million. The Company intends to use the proceeds from the offering primarily for working capital and general corporate purposes.
The offering is expected to close on June 26, 2023, subject to customary closing conditions.
Maxim Group LLC is acting as sole placement agent in connection with this offering.
The securities described above are being offered pursuant to a registration statement on Form S-1 (File No. 333-272737), which was declared effective by the Securities and Exchange Commission (the “SEC”) on June 21, 2023. The offering is being made only by means of a prospectus, which is a part of the effective registration statement. A preliminary prospectus relating to the offering has been filed with the SEC. Copies of the final prospectus relating to this offering, when available, will be filed with the SEC and may be obtained from Maxim Group LLC, 300 Park Avenue, 16th Floor, New York, NY 10022, at (212) 895-3745.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
About Innovative Eyewear, Inc.
Innovative Eyewear is a developer and retailer of cutting-edge smart eyewear, under the Lucyd®, Nautica®, Eddie Bauer® and Reebok® brands. True to our mission to Upgrade Your Eyewear®, our Bluetooth audio glasses allow users to stay safely and ergonomically connected to their digital lives, and are offered in hundreds of frame and lens combinations to meet the needs of the optical market. To learn more and explore our continuously evolving collection of smart eyewear, please visit www.lucyd.co.
Forward Looking Statements
This press release contains certain forward-looking statements, including , including those relating to the anticipated timing of completion of the offering and other statements that are predictive in nature. Forward-looking statements are based on the Company’s current expectations and assumptions. The Private Securities Litigation Reform Act of 1995 provides a safe-harbor for forward-looking statements. These statements may be identified by the use of forward-looking expressions, including, but not limited to, “anticipate,” “believe,” “continue,” “estimate,” “expect,” “future,” “intend,” “may,” “outlook,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements include, but are not limited to, statements regarding the completion of the public offering, the satisfaction of customary closing conditions related to the offering and the intended use of proceeds from the offering. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required under applicable law. Important factors that could cause actual results to differ materially from those in the forward-looking statements are set forth in the preliminary prospectus related to the public offering filed with the Securities and Exchange Commission, under the caption “Risk Factors.”
Investor Relations Contact:
Scott Powell
Skyline Corporate Communications Group, LLC
Office: +1 (646) 893-5835
Email: scott@skylineccg.com
Exhibit 99.2
Innovative Eyewear Announces Closing of $4.7 Million Public Offering
MIAMI, June 26, 2023 /PRNewswire/ -- Innovative Eyewear Inc. (“Innovative Eyewear” or the “Company”) (NASDAQ: LUCY; LUCYW), the developer and retailer of smart eyewear under the Lucyd® brand, and licensee of the Nautica®, Eddie Bauer® and Reebok® brands, today announced the closing of its previously announced public offering of 4,500,000 units, with each unit consisting of one share of common stock and one warrant to purchase one share of common stock. Each unit was sold at a public offering price of $1.05. The warrants in each unit are immediately exercisable at a price of $1.05 per share and will expire five years from the date of issuance. The shares of common stock and the accompanying warrants were only purchasable together in this offering but were not issued separately and were immediately separable upon issuance.
Gross proceeds, before deducting placement agent fees and estimated offering expenses, were approximately $4.7 million.
Maxim Group LLC acted as sole placement agent in connection with this offering.
The securities described above were offered pursuant to a registration statement on Form S-1, as amended (File No. 333-272737) (the “Registration Statement”), which was declared effective by the Securities and Exchange Commission (the “SEC”) on June 21, 2023. The offering was made only by means of a prospectus which is a part of the Registration Statement. A copy of the final prospectus relating to the offering has been filed with the SEC and may be obtained from Maxim Group LLC, 300 Park Avenue, 16th Floor, New York, NY 10022, at (212) 895-3745.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
About Innovative Eyewear, Inc.
Innovative Eyewear is a developer and retailer of cutting-edge smart eyewear, under the Lucyd® brand, and licensee of the Nautica®, Eddie Bauer® and Reebok® brands. True to our mission to Upgrade Your Eyewear®, our Bluetooth audio glasses allow users to stay safely and ergonomically connected to their digital lives, and are offered in hundreds of frame and lens combinations to meet the needs of the optical market. To learn more and explore our continuously evolving collection of smart eyewear, please visit www.lucyd.co.
Forward Looking Statements
This press release contains certain forward-looking statements. Forward-looking statements are based on the Company’s current expectations and assumptions. The Private Securities Litigation Reform Act of 1995 provides a safe-harbor for forward-looking statements. These statements may be identified by the use of forward-looking expressions, including, but not limited to, “anticipate,” “believe,” “continue,” “estimate,” “expect,” “future,” “intend,” “may,” “outlook,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements include, but are not limited to, statements regarding the intended use of proceeds from the offering. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required under applicable law. Important factors that could cause actual results to differ materially from those in the forward-looking statements are set forth in the preliminary prospectus related to the public offering filed with the Securities and Exchange Commission, under the caption “Risk Factors.”
Investor Relations Contact:
Scott Powell
Skyline Corporate Communications Group, LLC
Office: +1 (646) 893-5835
Email: scott@skylineccg.com