United States securities and exchange commission logo





                              November 18, 2021

       Harrison Gross
       Chief Executive Officer
       Innovative Eyewear, Inc.
       8101 Biscayne Blvd., Suite 705
       Miami, Florida, 33138

                                                        Re: Innovative Eyewear,
Inc.
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted October
19, 2021
                                                            CIK 0001808377

       Dear Mr. Gross:

              We have reviewed your draft registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Draft Registration Statement on Form S-1

       Prospectus Summary
       Our Company, page 1

   1.                                                   We note your disclosure
that you are developing a social media application called Vyrb.
                                                        Please revise your
disclosure here and on pages 57-58 to clarify whether Vyrb and the
                                                        Lucyd Lyte glasses will
be compatible with other social media applications or whether
                                                        Vyrb users will only be
able to communicate with other Vyrb users.
       Our Market Opportunity, page 4

   2.                                                   Please revise this
subsection here and on page 63 to disclose the jurisdictions included in
                                                        the market opportunity
figures that you present. To the extent that the market opportunity
 Harrison Gross
FirstName
Innovative LastNameHarrison Gross
           Eyewear, Inc.
Comapany 18,
November   NameInnovative
               2021        Eyewear, Inc.
November
Page 2     18, 2021 Page 2
FirstName LastName
         figures include jurisdictions where you do not currently sell
products, please revise to
         limit your market opportunity to the jurisdictions where your products
are sold.
Our Competitive Strengths, page 5

3.       Please revise this section to include an equally prominent discussion
of your weaknesses.
         Your weakness should be presented with a level of detail similar to
the discussion of your
         competitive strengths.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Comparison of six months ended June 30, 2021 (unaudited) to six months ended
June 30, 2020
(unaudited)
Revenue, page 49

4.       Please revise to address the following:
             Revise to provide an indication of any pricing differences between
sales made on
             Amazon and any other significant online retail venues versus your
online store that
             contributed to the revenue recorded during the periods presented.
             Revise your Overview section as well as your Results of Operations
section for future
             periods to similarly compare the pricing on your online revenue
streams to sales
             through your retail store partners.
             Discuss pricing differences between nonprescription and
prescription lenses,
             including the extent to which certain distribution channels have a
different mix
             between the two, providing quantification of sales of each for the
periods presented.
             Clearly identify the extent to which the above factors affect your
revenue pricing
             versus your cost of goods sold or both.

Research and development costs, page 50

5.       Revise to quantify the amount of the increase in research and
development expense
         separately for each of the factors cited. To the extent possible,
revise to a breakdown of
         research and development expense that separately quantifies the
amounts recorded for
         each of the significant projects for each period presented.
Comparison of twelve months ended December 31, 2020 to period ended December
31, 2019,
page 51

6.       Please revise to provide a discussion of impairment expense, including
the nature of the
         impairment and provide a discussion of the whether the impairment is
representative of
         any known trends or uncertainties that have had or that the registrant
reasonably expects
         will have a material favorable or unfavorable impact on net sales or
revenues or income
         from continuing operations. Reference Item 303(a)(3) of Regulation
S-X.
 Harrison Gross
FirstName
Innovative LastNameHarrison Gross
           Eyewear, Inc.
Comapany 18,
November   NameInnovative
               2021        Eyewear, Inc.
November
Page 3     18, 2021 Page 3
FirstName LastName
Critical Accounting Policies and Significant Developments and Estimates, page
53

7.       We reference the disclosure on page 58 that you donate an optical
frame for every Lucyd
         Lyte sold. Revise to disclose how you account for the cost of the
donated frame.
Stock-Based Compensation, page 54

8.       Since your stock is not publicly traded, revise to disclose how you
determined the fair
         value of your common stock as an input to the Black-Scholes-Merton
option pricing
         model. Revise to disclose recent equity issuances to employees and
directors.
9.       Once you have an estimated offering price or range, please explain to
us the reasons for
         any differences between the recent valuations of your common stock
leading up to the
         initial public offering and the estimated offering price. This
information will help facilitate
         our review of your accounting for equity issuances including stock
compensation. Please
         discuss with the staff how to submit your response.
Revenue Recognition, page 54

10.      We reference the disclosure that you apply a 7-day money back
guarantee policy for
         returns of our product. Please revise to disclose how you concluded
that as of June 30,
         2021 you do not believe an accrual for estimated returns is necessary,
and describe your
         methodology for such determining and evaluating the accuracy of such
estimates.
11.      You disclose that your product is sold by over 100 optical and
sporting goods retailers and
         that your product is also sold to distributors. Revise to disclose
your revenue recognition
         policy with regard to retailers and distributors, including the
identification of performance
         obligations, existence of any variable consideration and when you
satisfy the performance
         obligation on retailer and distributor sales.
Business
Intellectual Property, page 63

12.      Please revise to disclose the expiration dates and jurisdictions of
your patents and patent
         applications.
Executive Compensation
Outstanding Equity Awards, page 77

13.      Please revise this section to provide the tabular disclosure required
by Item 402(p) of
         Regulation S-K.
Description of Capital Stock
Representative's Warrants, page 87

14.      Your disclosure indicates that the representative's warrants will have
an exercise price
         equal to 6.0% of the public offering price. However, your disclosure
elsewhere in the
 Harrison Gross
FirstName
Innovative LastNameHarrison Gross
           Eyewear, Inc.
Comapany 18,
November   NameInnovative
               2021        Eyewear, Inc.
November
Page 4     18, 2021 Page 4
FirstName LastName
         prospectus indicates that the exercise price will be 110% of the
public offering price.
         Please reconcile your disclosure or advise.
Audited Financial Statements as of and for the year ended December 31, 2020
Note 1. General Information and Initial Capitalization, page F-7

15.      You disclose that during 2019 you received intangible assets and
inventory from Lucyd as
         its sole shareholder as a contribution to capital which was recorded
on the balance sheet at
         the historical book value of Lucyd. Tell us and revise to more clearly
identify where the
         intangible assets and inventory contributed by Lucyd are recorded on
the balance sheet at
         December 31, 2019.
Note 2. Summary of Significant Accounting Policies
Inventory , page F-8

16.      Revise to disclose the nature of "Inventory prepayment" on your
balance sheet.
Intangible Assets, page F-9

17.      Reference your disclosure that in May 2020 you terminated the license
agreement
         and recorded impairment expense in the amount of the net book value of
the capitalized
         license costs. Please revise to identify the license agreement that
was terminated and the
         extent to which it is related to the license of your technology from
Lucyd Ltd.
Condensed Financial Statements as of and for the period ended June 30, 2021
Notes to the Financial Statements, page F-19

18.      Reference the $36,000 of capitalized software costs that were recorded
during the six
         months ended June 30, 2021. Please revise to provide footnote
disclosure about the nature
         and accounting for capitalized software costs. Refer to ASC 985-20.
General

19.      With reference to the guidance contained in Compliance and Disclosure
Interpretations,
         Securities Act Forms, Question 101.02, we note that graphics
presentation should not
         obscure other prospectus disclosure. Accordingly, please tell us why
you believe it is
         appropriate to include 12 pages of graphics and accompanying text in a
narrative that
         precedes the Summary section. In addition, please refer to the above
referenced
         Compliance and Disclosure Interpretation and revise the text so that
it does not focus on
         only the most favorable aspects of your business.
20.      Please supplementally provide us with copies of all written
communications, as defined in
         Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
         present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
         not they retain copies of the communications.
 Harrison Gross
Innovative Eyewear, Inc.
November 18, 2021
Page 5
21.   Your disclosure on page 83 indicates that Lucyd Ltd., a subsidiary of
Tekcapital
      plc, currently owns 80.62% of your shares of common stock. Please advise
whether you
      will be a controlled company under Nasdaq rules. If so, please include
appropriate
      disclosure on the prospectus cover page and in the Prospectus Summary,
provide risk
      factor disclosure of this status and disclose the corporate governance
exemptions available
      to a controlled company. To the extent you will be a controlled company,
the cover page
      and Prospectus Summary disclosure should include the identity of your
controlling
      stockholder, the amount of voting power the controlling stockholder will
own following
      the completion of the offering and whether you intend to rely on any
exemptions from the
      corporate governance requirements that are available to controlled
companies.
       You may contact Kristin Lochhead at 202-551-3664 or Kevin Vaughn at
202-551-3494 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Alan Campbell at 202-551-4224 or Suzanne Hayes at 202-551-3675 with any
other
questions.



                                                           Sincerely,
FirstName LastNameHarrison Gross
                                                           Division of
Corporation Finance
Comapany NameInnovative Eyewear, Inc.
                                                           Office of Life
Sciences
November 18, 2021 Page 5
cc:       Sarah W. Williams, Esq.
FirstName LastName