$Innovative Eyewear (LUCY.US)$  Innovative Eyewear, Inc.   1...

This prospectus relates to the resale of up to 10,173,782 shares of common stock, par value $0.00001 per share, of Innovative Eyewear, Inc. (“we,” “us,” “our,” or the “Company”), consisting of (x) (a) up to 4,200,822 shares of common stock issuable upon exercise of warrants (the “April Investor Warrants”) at an exercise price of $0.244 per share originally issued by us on May 1, 2024 in a private placement of warrants pursuant to a securities purchase agreement dated April 28, 2024 (the “April Offering”) and (b) up to 315,062 shares of common stock issuable upon exercise of the warrants (the “April PA Warrants”, collectively, with the April Investor Warrants, the “April Warrants”) at an exercise price of $0.305 per share originally issued by us on May 1, 2024 to H.C. Wainwright & Co., LLC in connection with the April Offering and (y) (a) up to 5,263,161 shares of common stock issuable upon exercise of warrants (the “May Investor Warrants”, collectively, with the April Investor Warrants, the “Investor Warrants”) at an exercise price of $0.475 per share originally issued by us on May 29, 2024 in a private placement of warrants pursuant to a securities purchase agreement dated May 28, 2024 (the “May Offering”) and (b) up to 394,737 shares of common stock issuable upon exercise of the warrants (the “May PA Warrants”, collectively, with the May Investor Warrants, the “May Warrants”, collectively, with the April Warrants, the ”Warrants”) at an exercise price of $0.5938 per share originally issued by us on May 29, 2024 to H.C. Wainwright & Co., LLC in connection with the May Offering.