Securities Registration: Employee Benefit Plan (s-8)
01 October 2022 - 6:17AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on September 30, 2022
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
Innovative
Eyewear, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
Florida |
|
84-2794274 |
(State
or Other Jurisdiction of
Incorporation or Organization) |
|
(I.R.S.
Employer
Identification No.) |
11900
Biscayne Blvd., Suite 630
North
Miami, Florida, 33181
(Address
of Principal Executive Offices) (Zip Code)
2021
Equity Incentive Plan
(Full
Title of the Plan)
Harrison
Gross
Chief
Executive Officer
11900
Biscayne Blvd., Suite 630
North
Miami, Florida, 33181
(Name
and Address of Agent for Service)
(786)
785-5178
(Telephone
Number, including area code, of agent for service)
Copies
to:
Barry
I. Grossman, Esq.
Sarah
W. Williams, Esq.
Ellenoff
Grossman & Schole LLP
1345
Avenue of Americas, 11th Floor
New
York, New York 10105
(212)
370-1300
Fax:
(212) 370-7889
Indicate
by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” and
“smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
☐ |
Accelerated filer |
☐ |
Non-accelerated filer |
☑ |
Smaller reporting company |
☑ |
|
Emerging growth company |
☑ |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
Explanatory
Note
This
registration statement on Form S-8 of Innovative Eyewear, Inc. (this “Registration Statement”) has been prepared in accordance
with the requirements of Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”) to register up to 1,461,431
shares of our common stock, par value $0.00001 per share (the “Common Stock”), to be issued under our 2021 Equity Incentive
Plan (the “Plan”) to our employees, consultants and “affiliates” as such term is defined in Rule 405 under the
Securities Act, which shares may include “control securities” as such term is defined in General Instruction C to Form S-8.
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item
1. |
Plan
Information.* |
|
|
Item
2. |
Registrant
Information and Employee Plan Annual Information.* |
* |
Information
required by Part I of Form S-8 to be contained in this Section 10(a) prospectus is omitted from this Registration Statement in accordance
with Rule 428 under the Securities Act. The documents containing the information specified in Part I will be delivered
to the participants in the Plan covered by this Registration Statement as required by Rule 428(b)(1) under the Securities Act. Such
document(s) are not being filed with the Securities and Exchange Commission (the “SEC”) as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. These document(s) and the documents
incorporated by reference in the Registration Statement pursuant to Item 3 of Part II of this form, taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act. |
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
3. |
Incorporation
of Documents by Reference. |
Innovative
Eyewear, Inc. (the “Registrant”) hereby incorporates by reference into this Registration Statement the following documents
previously filed with the Securities and Exchange Commission (the “Commission”):
|
● |
The
Registrant’s Current Reports on Form 8-K filed on August 18, 2022; and |
|
|
|
|
● |
The
description of the Registrant’s Common Stock contained in Description of Capital Stock in the Registrant’s Registration
Statement on Form S-1/A filed with the SEC on August 12, 2022. |
All
reports and definitive proxy or information statements filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (excluding
any information furnished pursuant to Item 2.02 or Item 7.01 of any Current Report on Form 8-K) subsequent to the filing of this Registration
Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or
which de-registers all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement
and to be a part hereof from the date of filing such documents, except as to specific sections of such statements as set forth therein.
Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document which
also is deemed to be incorporated by reference herein modifies or supersedes such statement.
Item
4. |
Description
of Securities. |
Not
applicable.
Item
5. |
Interests
of Named Experts and Counsel. |
The
validity of the shares of Common Stock offered hereby will be passed upon by Ellenoff Grossman & Schole LLP, counsel to the Registrant.
Item
6. |
Indemnification
of Officers and Directors. |
The
Florida Business Corporation Act authorizes corporations to limit or eliminate, subject to certain conditions, the personal
liability of directors to corporations and their stockholders for monetary damages for breach of their fiduciary duties. Our
second amended and restated articles of incorporation provides that all our directors, officers, employees and agents shall
be entitled to be indemnified by us to the fullest extent permitted under the Florida Business Corporation Act. Our second
amended and restated bylaws provide for indemnification of our officers, directors and others who become a party to an action
on our behalf by us to the fullest extent not prohibited under the Florida Business Corporation Act.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers, and controlling
persons pursuant to the foregoing provisions or otherwise, we have been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment of expenses incurred or paid by a director, officer or controlling person in
a successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection
with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling
precedent, submit to the court of appropriate jurisdiction the question whether such indemnification by it is against public policy
as expressed in the Securities Act and will be governed by the final adjudication of such issue.
Item
7. |
Exemption
from Registration Claimed. |
Not
applicable.
The
Registrant has filed the exhibits listed on the accompanying Exhibit Index of this Registration Statement.
EXHIBIT
INDEX
A.
The undersigned Registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii)
To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration
Fee” table in the effective Registration Statement; and
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement.
provided,
however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement.
(2)
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering.
B.
The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing
of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange
Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof.
C.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of
the Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed
by the final adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Miami, State of Florida, on September 30, 2022.
|
Innovative
Eyewear, Inc.. |
|
|
|
|
By: |
/s/ Harrison
Gross |
|
|
Name:
|
Harrison
Gross |
|
|
Title: |
Chief
Executive Officer |
POWER
OF ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Harrison Gross,
and each of them, with full power of substitution, such person’s true and lawful attorneys-in-fact and agents for such person,
with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents,
and any one of them, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act
of 1933, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this Registration
Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to
sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and
all amendments, both pre-effective and post-effective, and supplements to this Registration Statement, and to any and all instruments
or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and each of the
undersigned hereby ratifies and confirms that all said attorneys and agents, or any one of them, shall do or cause to be done by virtue
hereof. This Power of Attorney may be signed in several counterparts.
Pursuant
to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons on
behalf of the Registrant in the capacities and on the dates indicated.
Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/
Harrison Gross |
|
Chief
Executive Officer and Director |
|
September 30, 2022 |
Harrison
Gross |
|
(Principal
Executive Officer) |
|
|
|
|
|
|
|
/s/
Konraad Dabrowski |
|
Chief
Financial Officer |
|
September 30, 2022 |
Konrad
Dabrowski |
|
(Principal
Financial and Accounting Officer) |
|
|
|
|
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|
|
/s/
Frank Rescigna |
|
Director |
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September 30, 2022 |
Frank
Rescigna |
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/s/
Kristen McLaughlin |
|
Director |
|
September 30, 2022 |
Kristen
McLaughlin |
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|
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/s/
Louis Castro |
|
Director |
|
September 30, 2022 |
Louis
Castro |
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/s/
Olivia C. Bartlett |
|
Director |
|
September 30, 2022 |
Olivia
C. Bartlett |
|
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