Innovative Eyewear Inc 2025年度报告

FORM10-K ☒ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 or ☐TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to ________ Commission file number: 001-41392 INNOVATIVE EYEWEAR, INC. (Exact Name of Registrant as Specified in its Charter) Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company” and “emerging growth company” in Rule12b-2 of the Exchange Act. Large accelerated filerNon-accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act). Yes☐No☒ The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price atwhich the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of theregistrant’s most recently completed second fiscal quarter was approximately $6,993,000 based upon the closing price of suchcommon stock on June 30, 2025. As of March 25, 2026, the registrant had outstanding 6,300,661 shares of common stock, par value $0.00001 per share, which is theregistrant’s only class of common stock. DOCUMENTS INCORPORATED BY REFERENCE:NONE TABLE OF CONTENTS Item1.Business1Item1A.Risk Factors17Item1B.Unresolved Staff Comments39Item 1C.Cybersecurity39Item2.Properties40Item3.Legal Proceedings40Item4.Mine Safety Disclosures40 Item5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities41Item6.Reserved41Item7.Management’s Discussion and Analysis of Financial Condition and Results of Operations42Item7A.Quantitative and Qualitative Disclosures about Market Risk54Item8.Financial Statements and Supplementary Data54Item9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure55Item9A.Controls and Procedures55Item9B.Other Information56Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections57 Item10.Directors, Executive Officers and Corporate Governance58Item11.Executive Compensation61Item12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters67Item13.Certain Relationships and Related Transactions, and Director Independence69Item14.Principal Accounting Fees and Services71 Item15.Exhibit and Financial Statement Schedules72Item16.Form10-K Summary73 Information included in this Annual Report on Form 10-K (this “Report”) contains forward-looking statements within the meaning ofSection21E of the Securiti