UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 24, 2025
INNOVATIVE EYEWEAR, INC.
(Exact name of registrant as specified in its charter)
| Florida | 001-41392 | 85-0734861 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| 11900 Biscayne Blvd., Suite 630 North Miami, Florida | 33181 | |
| (Address of principal executive offices) | (Zip Code) |
(786) 785-5178
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The Stock Market LLC | ||||
| Warrants to purchase Common Stock | LUCYW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
On October 24, 2025, the Company completed its 2025 annual meeting of stockholders (the “Annual Meeting”). The number of shares of Common Stock entitled to vote at the Annual Meeting was 3,574,602 shares. Stockholders were entitled to one vote for each share of Common Stock owned. The number of shares of Common Stock present or represented by valid proxy at the Annual Meeting was 1,793,176 shares of Common Stock.
Proposal No. 1 - Election of directors
The Company’s stockholders elected Harrison Gross, Kristen McLaughlin, Louis Castro, and Olivia Bartlett to serve until the 2026 annual meeting of stockholders or until his or her successor is duly elected and qualified or until his or her earlier resignation or removal or otherwise is disqualified from serving as a director of the Company. The voting results were as follows:
| Nominee | Shares Voted For | Shares Withheld | Broker Non-Votes | |||
| Harrison Gross | 856,381 | 27,662 | 909,133 | |||
| Kristen McLaughlin | 869,418 | 14,625 | 909,133 | |||
| Louis Castro | 868,046 | 15,997 | 909,133 | |||
| Olivia Bartlett | 870,294 | 13,749 | 909,133 |
Proposal No. 2 - Ratification of the appointment by the Board of the Company of Cherry Bekaert LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025
The Company’s stockholders ratified the appointment of Cherry Bekaert LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The voting results were as follows:
| For | Against | Abstain | ||
| 1,559,255 | 164,120 | 69,801 |
Proposal No. 3 – Vote to reinstate the voting rights of certain control shares
The Company’s stockholders voted not to reinstate the voting rights of certain control shares, in accordance with Chapter 607.0902 of the Florida Business Corporation Act, which were acquired throughout September 2024 by Vladimir Galkin, Angelica Galkin, and the Galkin Revocable Trust (the “Galkins”). The voting results were as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 206,055 | 552,591 | 103,858 | 930,594 |
Proposal No. 4 - Approval of an amendment (the “Name Change Amendment”) to the Company’s Articles of Incorporation
The Company’s stockholders approved the Name Change Amendment to the Company’s Articles of Incorporation, as amended, to effect a name change of the Company from Innovative Eyewear, Inc. to Lucyd, Inc. The voting results were as follows:
| For | Against | Abstain | ||
| 1,533,867 | 188,709 | 70,600 |
Proposal No. 5 – Ratification of the amendment to the Company’s Rights Plan
The Company’s stockholders ratified the amendment to the Company’s rights plan for the purpose of extending the plan for one year. The voting results were as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 809,239 | 17,908 | 56,896 | 909,133 |
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number | Exhibit Description | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURE
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.
Dated: October 29, 2025
| By: | /s/ Harrison Gross | |
| Name: | Harrison Gross | |
| Title: | Chief Executive Officer |
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