MIAMI—Innovative Eyewear, Inc. (Nasdaq: LUCY; LUCYW), a developer and seller of smart eyewear, has announced that it has entered into a definitive agreement for the issuance and sale of 5,263,161 shares of its common stock at a purchase price per share of $0.475 in a registered direct offering priced at-the-market under Nasdaq rules. Additionally, in a concurrent private placement, Innovative Eyewear has also agreed to issue unregistered warrants to purchase up to 5,263,161 shares of common stock at an exercise price of $0.475 per share.

The unregistered warrants will be exercisable immediately upon issuance and will expire five years from the date of issuance. The offering was expected to close on or about May 29, 2024, subject to the satisfaction of customary closing conditions, according to the announcement.

H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering, the announcement stated. The gross proceeds to Innovative Eyewear from the offering are expected to be approximately $2.5 million, before deducting the placement agent's fees and other offering expenses. The company said that it currently intends to use the net proceeds from the offering for working capital and general corporate purposes. 

The shares in this offering are being sold pursuant to an effective shelf registration statement, including a base prospectus, filed with the Securities and Exchange Commission (SEC) on February 7, 2024, and declared effective on March 29, 2024. Prospective investors can obtain copies of the final prospectus supplement and accompanying base prospectus related to the offering from the SEC's website or directly from H.C. Wainwright & Co., the company said.

The unregistered warrants and underlying shares of common stock have not been registered under the Securities Act of 1933, as amended, or any state securities laws and are being offered in a transaction not involving a public offering, the announcement stated. Therefore, they may not be reoffered or resold in the U.S. without an effective registration or an applicable exemption from registration requirements.

Innovative Eyewear's portfolio includes ChatGPT-enabled smart eyewear under various brand names including Lucyd, Nautica, Eddie Bauer and Reebok.