The New Warrants, PA Warrants, New Warrant Shares, and PA Warrant Shares are being sold and issued without registration under the Securities Act, in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as a transaction not involving a public offering and Rule 506 promulgated under the Securities Act as sales to accredited investors, and in reliance on similar exemptions under applicable state laws. Such securities may not be offered or sold in the United States absent…

Entry into a Material Definitive Agreement On July 8, 2026, Innovative Eyewear, Inc., a Florida corporation (the “Company”), entered into an inducement letter agreement (the “Inducement Letter Agreement”) with a holder (the “Holder”) of certain of its existing warrants to purchase an aggregate of 2,200,544 shares of the Company’s common stock, $0.00001 par value per share (the “Common Stock”), which were originally issued to the Holder on April 14, 2025 and June 24, 2025, each having an origi…

Results of Operations and Financial Condition. On January 7, 2026, Innovative Eyewear, Inc. (the “Company”) issued a press release announcing preliminary financial results and operational highlights for the 2025 fiscal year. A copy of the press release is filed as Exhibit 99.1 to this current report on Form 8-K. This information is intended to be furnished under Items 2.02 and 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, a…

Chief AI and Growth Officer (Dabrowski), CFO (Gayle) — Konrad Dabrowski, Oswald Gayle: Konrad Dabrowski's title changed to Chief AI and Growth Officer, while Oswald Gayle became the sole CFO.

Other Events. On August 15,2025, Innovative Eyewear, Inc. (the “Company”) filed a prospectus supplement to increase the maximum number of shares (the “Shares”) of the Company’s common stock, par value $0.00001 per share, issuable pursuant to the At The Market Offering Agreement between the Company and H.C. Wainwright & Co., dated April 15, 2024. Attached hereto as Exhibit 5.1 to this Current Report is the opinion of Ellenoff Grossman & Schole LLP relating to the legality of the issuance and s…

Entry into a Material Definitive Agreement On June 20, 2025, Innovative Eyewear, Inc., a Florida corporation (the “Company”), entered into inducement letter agreements (the “Inducement Letter Agreements”) with certain holders (the “Holders”) of certain of its existing warrants to purchase an aggregate of 746,782 shares of the Company’s common stock, $0.00001 par value per share (the “Common Stock”), which were originally issued to the Holders on April 14, 2025, having an original exercise pri…

The New Warrants, PA Warrants, Ordinary Course PA Warrants, New Warrant Shares, PA Warrant Shares and Ordinary Course PA Warrant Shares are being sold and issued without registration under the Securities Act, in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as a transaction not involving a public offering and Rule 506 promulgated under the Securities Act as sales to accredited investors, and in reliance on similar exemptions under applicable state laws. Such sec…

The New Warrants, PA Warrants, New Warrant Shares and PA Warrant Shares are being sold and issued without registration under the Securities Act, in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as a transaction not involving a public offering and Rule 506 promulgated under the Securities Act as sales to accredited investors, and in reliance on similar exemptions under applicable state laws. Such securities may not be offered or sold in the United States absent r…

Entry into a Material Definitive Agreement On April 11, 2025, Innovative Eyewear, Inc., a Florida corporation (the “Company”), entered into inducement letter agreements (the “Inducement Letter Agreements”) with certain holders (the “Holders”) of certain of its existing warrants to purchase an aggregate of 595,188 shares of the Company’s common stock, $0.00001 par value per share (the “Common Stock”), of which warrants to purchase 121,500 shares were originally issued to the Holders on Septemb…

Co-Chief Financial Officer — Oswald Gayle: Mr. Gayle was promoted to Co-Chief Financial Officer from his previous role as Senior Vice President of Finance.

The New Warrants, PA Warrants, New Warrant Shares and PA Warrant Shares are being sold and issued without registration under the Securities Act, in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as a transaction not involving a public offering and Rule 506 promulgated under the Securities Act as sales to accredited investors, and in reliance on similar exemptions under applicable state laws. Such securities may not be offered or sold in the United States absent r…

Material Modification to Rights of Security Holders. The information included in

Entry into a Material Definitive Agreement. On September 25, 2024, the Board of Directors (the “ Board ”) of Innovative Eyewear, Inc., a Florida corporation (the “ Company ”), authorized and declared a dividend to stockholders of record at the close of business on September 25, 2024 (the “ Record Date ”) of one common stock purchase right (a “ Right ”) for each outstanding share of common stock, $0.0001 par value per share (“ Common Stock ”), of the Company. Each Right entitles the holder to…

Other Events. On September 25, 2024, the Company issued a press release announcing the adoption of the Rights Agreement and the declaration of the dividend of the Rights. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference. 3

Entry into a Material Definitive Agreement On September 22, 2024, Innovative Eyewear, Inc., a Florida corporation (the “Company”), entered into inducement letter agreements (the “Inducement Letter Agreements”) with certain holders (the “Holders”) of certain of its existing warrants to purchase an aggregate of 263,160 shares of the Company’s common stock, $0.00001 par value per share (the “Common Stock”), originally issued to the Holders on May 29, 2024, having an original exercise price of $9…

The New Warrants, PA Warrants, New Warrant Shares and PA Warrant Shares are being sold and issued without registration under the Securities Act, in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as a transaction not involving a public offering and Rule 506 promulgated under the Securities Act as sales to accredited investors, and in reliance on similar exemptions under applicable state laws. Such securities may not be offered or sold in the United States absent r…

Entry into a Material Definitive Agreement On September 18, 2024, Innovative Eyewear, Inc., a Florida corporation (the “Company”), entered into inducement letter agreements (the “Inducement Letter Agreements”) with certain holders (the “Holders”) of certain of its existing warrants to purchase an aggregate of 148,567 shares of the Company’s common stock, $0.00001 par value per share (the “Common Stock”), originally issued to the Holders on May 1, 2024, having an original exercise price of $4.…

The New Warrants, PA Warrants, New Warrant Shares and PA Warrant Shares are being sold and issued without registration under the Securities Act, in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as a transaction not involving a public offering and Rule 506 promulgated under the Securities Act as sales to accredited investors, and in reliance on similar exemptions under applicable state laws. Such securities may not be offered or sold in the United States absent r…

Entry into a Material Definitive Agreement On September 3, 2024, Innovative Eyewear, Inc., a Florida corporation (the “Company”), entered into inducement letter agreements (the “Inducement Letter Agreements”) with certain holders (the “Holders”) of certain of its existing warrants to purchase an aggregate of 126,699 shares of the Company’s common stock, $0.00001 par value per share (the “Common Stock”), originally issued to the Holders on June 26, 2023, having an original exercise price of $2…

Other Events. On July 11, 2024, Innovative Eyewear, Inc. (the “Company”) filed a prospectus supplement to increase the maximum number of shares (the “Shares”) of the Company’s common stock, par value $0.00001 per share, issuable pursuant to the At The Market Offering Agreement between the Company and H.C. Wainwright & Co., dated April 15, 2024. Attached hereto as Exhibit 5.1 to this Current Report is the opinion of Ellenoff Grossman & Schole LLP relating to the legality of the issuance and sa…

Other Events. On June 12, 2024, Innovative Eyewear, Inc. (the “Company”) filed a prospectus supplement to increase the maximum number of shares (the “Shares”) of the Company’s common stock, par value $0.00001 per share, issuable pursuant to the At The Market Offering Agreement between the Company and H.C. Wainwright & Co., dated April 15, 2024. Attached hereto as Exhibit 5.1 to this Current Report is the opinion of Ellenoff Grossman & Schole LLP relating to the legality of the issuance and sa…

Entry into a Material Definitive Agreement On May 28, 2024, Innovative Eyewear, Inc. (the “ Company ”) entered into a Securities Purchase Agreement (the “ Purchase Agreement ”) with certain institutional investors (the “ Investors ”) for the purpose of raising approximately $2.5 million in gross proceeds for the Company. Pursuant to the terms of the Purchase Agreement, the Company agreed to sell, in a registered direct offering, an aggregate of 5,263,161 shares (the “ Shares ”) of the Company…

The Purchase Warrants, PA Warrants, Purchase Warrant Shares and PA Warrant Shares are being sold and issued without registration under the Securities Act of 1933, as amended (the “ Securities Act ”), in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as a transaction not involving a public offering and Rule 506 promulgated under the Securities Act as sales to accredited investors, and in reliance on similar exemptions under applicable state laws.

The Purchase Warrants, PA Warrants, Purchase Warrant Shares and PA Warrant Shares are being sold and issued without registration under the Securities Act of 1933, as amended (the “ Securities Act ”), in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as a transaction not involving a public offering and Rule 506 promulgated under the Securities Act as sales to accredited investors, and in reliance on similar exemptions under applicable state laws.

Entry into a Material Definitive Agreement On April 28, 2024, Innovative Eyewear, Inc. (the “ Company ”) entered into a Securities Purchase Agreement (the “ Purchase Agreement ”) with certain institutional investors (the “ Investors ”) for the purpose of raising approximately $1 million in gross proceeds for the Company. Pursuant to the terms of the Purchase Agreement, the Company agreed to sell, in a registered direct offering, an aggregate of 4,200,822 shares (the “Shares”) of the Company’s…