MIAMI, Sept. 25,
2024 /PRNewswire/ -- Innovative Eyewear, Inc.
("Innovative Eyewear" or the "Company") (Nasdaq: LUCY),
the developer of smart eyewear under the Lucyd®, Nautica®, Eddie
Bauer® and Reebok® brands, today announced that its Board of
Directors has approved the adoption of a limited duration
stockholder rights plan (the "Rights Plan") and declared a dividend
distribution of one right ("Right") for each outstanding share of
common stock. The record date for such dividend distribution is
September 25, 2024. The Rights Plan
expires, without any further action being required to be taken by
Innovative Eyewear's Board of Directors, on September 25, 2025 or at such earlier time as
disclosed in the Rights Plan.
The adoption of the Rights Plan is intended to enable all
Innovative Eyewear stockholders to realize the full potential value
of their investment in the company and to protect the interests of
the company and its stockholders by reducing the likelihood that
any person or group gains control of Innovative Eyewear through
open market accumulation or other tactics without paying an
appropriate control premium. In addition, the Rights Plan provides
the Board of Directors with time to make informed decisions that
are in the best long-term interests of Innovative Eyewear and its
stockholders and does not deter Innovative Eyewear's Board of
Directors from considering any offer that is fair and otherwise in
the best interest of Innovative Eyewear's stockholders.
The Rights Plan is similar to other plans adopted by publicly
traded companies. Under the Rights Plan, the rights generally will
become exercisable only if a person or group (including a group of
persons who are acting in concert with each other) acquires
beneficial ownership of 20% or more of Innovative Eyewear's common
stock in a transaction not approved by the Innovative Eyewear Board
of Directors. In that situation, each holder of a right (other than
the acquiring person or group, whose rights will become void and
will not be exercisable) will have the right to purchase, upon
payment of the exercise price and in accordance with the terms of
the Rights Plan, a number of shares of Innovative Eyewear's common
stock having a market value of twice such price. In addition, if
Innovative Eyewear is acquired in a merger or other business
combination after an acquiring person acquires 20% or more of
Innovative Eyewear's common stock, each holder of the right would
thereafter have the right to purchase, upon payment of the exercise
price and in accordance with the terms of the Rights Plan, a number
of shares of common stock of the acquiring person having a market
value of twice such price. The acquiring person or group will not
be entitled to exercise these Rights. Vladimir Galkin and his affiliates and
associates have been grandfathered under the Rights Plan but will
become an acquiring person upon their acquisition of more of our
outstanding shares of common stock, subject to certain exceptions
as described in the Rights Plan. In the Rights Plan, the definition
of "beneficial ownership" includes derivative securities.
Further details of the Rights Plan will be contained in a
Current Report on Form 8-K that Innovative Eyewear will be filing
with the Securities and Exchange Commission (SEC). These filings
will be available on the SEC's web site at www.sec.gov. Copies are
also available at no charge at the Investors section of Innovative
Eyewear's corporate website at www.lucyd.co.
Ellenoff Grossman & Schole LLP is serving as legal counsel
to Innovative Eyewear.
About Innovative Eyewear, Inc.
Innovative Eyewear is a developer of cutting-edge ChatGPT
enabled smart eyewear, under the Lucyd®, Nautica®, Eddie Bauer® and
Reebok® brands. True to our mission to Upgrade Your Eyewear®, our
Bluetooth audio glasses allow users to stay safely and
ergonomically connected to their digital lives and are offered in
hundreds of frame and lens combinations to meet the needs of the
optical market. To learn more and explore our continuously evolving
collection of smart eyewear, please
visit www.lucyd.co.
Forward-Looking Statements
This press release contains certain forward-looking
statements, including but not limited to, those relating to the
Company's Rights Plan. Forward-looking statements are based on the
Company's current expectations and assumptions. The Private
Securities Litigation Reform Act of 1995 provides a safe-harbor for
forward-looking statements. These statements may be identified by
the use of forward-looking expressions, including, but not limited
to, "anticipate," "believe," "continue," "estimate," "expect,"
"future," "intend," "may," "outlook," "plan," "potential,"
"predict," "project," "should," "will," "would" and similar
expressions that predict or indicate future events or trends or
that are not statements of historical matters, but the absence of
these words does not mean that a statement is not forward-looking.
The Company undertakes no obligation to publicly update any
forward-looking statement, whether as a result of new information,
future events or otherwise, except as required by law. Important
factors that could cause actual results to differ materially from
those in the forward-looking statements include, among others,
market and other conditions, and other factors and risks identified
from time to time in the Company's filings with the Securities and
Exchange Commission (the "SEC"), including its annual report on
Form 10-K under the caption "Risk Factors" filed with the SEC
on March 25, 2024.
Investor Relations Contact:
Innovative Eyewear, Inc.
Scott Powell
Skyline Corporate Communications Group, LLC
Office: +1 (646) 893-5835
Email: scott@skylineccg.com
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SOURCE Innovative Eyewear, Inc.
