SecProbe.io

CORRESP
 1
 filename1.htm

 Innovative
Eyewear, Inc.

 11900
Biscayne Blvd., Suite 630
Miami, Florida 33181

 July
25, 2025

 VIA
EDGAR

 Jane
Park

 Division
of Corporation Finance

 Office
of Industrial Applications and Services
U.S. Securities and Exchange Commission

 100
F Street, NE

 Washington,
D.C. 20549-4561

 Re:
 Innovative
 Eyewear, Inc.

 Registration
 Statement on Form S-1
 Filed
 July 18, 2025

 File
 No. 333-288777

 Dear
Ms. Park:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Innovative Eyewear, Inc. hereby requests acceleration of effectiveness of the
above referenced Registration Statement so that it will become effective at 5:00 p.m. ET on Monday, July 28, 2025, or as soon as thereafter
practicable.

 Very
 truly yours,

 /s/
 Harrison Gross

 Harrison
 Gross

 Chief
 Executive Officer

 cc:
 Ellenoff Grossman & Schole
 LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 24, 2025

Harrison Gross
Chief Executive Officer
Innovative Eyewear, Inc.
11900 Biscayne Blvd., Suite 630
North Miami, Florida, 33181

 Re: Innovative Eyewear, Inc.
 Registration Statement on Form S-1
 Filed July 18, 2025
 File No. 333-288777
Dear Harrison Gross:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Jane Park at 202-551-7439 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
cc: Justin Grossman, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Innovative Eyewear, Inc.

 11900 Biscayne Blvd., Suite 630

 Miami, Florida 33181

 May 15, 2025

 VIA EDGAR

 Nicholas O'Leary

 Division of Corporation Finance

 Office of Industrial Applications and Services

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549-4561

 Re:
 Innovative Eyewear, Inc.

 Registration Statement on Form S-1

 Filed May 9, 2025

 File No. 333- 287142

 Dear Mr. O'Leary:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended,
Innovative Eyewear, Inc. hereby requests acceleration of effectiveness of the above referenced Registration Statement so that it will
become effective at 5:00 p.m. ET on Monday, May 19, 2025, or as soon as thereafter practicable.

 Very truly yours,

 /s/ Harrison Gross

 Harrison Gross

 Chief Executive Officer

 cc:
 Ellenoff Grossman & Schole LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 15, 2025

Harrison Gross
Chief Executive Officer
Innovative Eyewear, Inc.
11900 Biscayne Blvd., Suite 630
North Miami, FL 33181

 Re: Innovative Eyewear, Inc.
 Registration Statement on Form S-1
 Filed May 9, 2025
 File No. 333-287142
Dear Harrison Gross:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Nicholas O'Leary at 202-551-4451 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
cc: Sarah E. Williams, Esq.
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

Innovative Eyewear, Inc.

11900 Biscayne Blvd., Suite 630

Miami, Florida 33181

October 15, 2024

VIA EDGAR

Jane Park

Division of Corporation Finance

Office of Industrial Applications and Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549-4561

    Re:
    Innovative Eyewear, Inc.

    Registration Statement on Form S-1, as amended

    Filed October 2, 2024

    File No. 333-282472

Dear Ms. Park:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Innovative Eyewear, Inc. hereby requests acceleration of effectiveness of the above referenced
Registration Statement so that it will become effective at 5:00 p.m. ET on Thursday, October 17, 2024, or as soon as thereafter practicable.

    Very truly yours,

    /s/ Harrison Gross

    Harrison Gross

    Chief Executive Officer

    cc:
    Ellenoff Grossman & Schole LLP

October 9, 2024
Harrison Gross
Chief Executive Officer
Innovative Eyewear, Inc.
11900 Biscayne Blvd., Suite 630
North Miami, Florida 33181
Re:Innovative Eyewear, Inc.
Registration Statement on Form S-1
Filed October 2, 2024
File No. 333-282472
Dear Harrison Gross:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jane Park at 202-551-7439 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Justin Grossman, Esq.

CORRESP
1
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Innovative Eyewear, Inc.

11900 Biscayne Blvd., Suite
630
Miami, Florida 33181

June 11, 2024

      VIA EDGAR

      Jane Park

      Division of Corporation Finance

      Office of Industrial Applications and Services
U.S.
Securities and Exchange Commission

      100 F Street, NE

      Washington, D.C. 20549-4561

            Re:
            Innovative Eyewear, Inc.

               Registration Statement on Form S-1

               Filed May 31, 2024

            File No. 333- 279873

      Dear Ms. Park:

      Pursuant to Rule 461
under the Securities Act of 1933, as amended, Innovative Eyewear, Inc. hereby requests acceleration of effectiveness of the above referenced
Registration Statement so that it will become effective at 5:00 p.m. ET on Thursday, June 13, 2024, or as soon as thereafter practicable.

            Very truly yours,

            /s/ Harrison Gross

            Harrison Gross 

            Chief Executive Officer

 cc: Ellenoff Grossman & Schole LLP

United States securities and exchange commission logo
June 7, 2024
Harrison Gross
Chief Executive Officer
Innovative Eyewear, Inc.
11900 Biscayne Blvd., Suite 630
North Miami, Florida 33181
Re:Innovative Eyewear, Inc.
Registration Statement on Form S-1
Filed May 31, 2024
File No. 333-279873
Dear Harrison Gross:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jane Park at 202-551-7439 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Justin Grossman, Esq.

CORRESP
1
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Innovative Eyewear, Inc.

      11900 Biscayne Blvd., Suite 630
Miami, Florida 33181

      March 27, 2024

VIA EDGAR

      Robert Augustin

      Division of Corporation Finance

      Office of Industrial Applications and Services
U.S.
Securities and Exchange Commission

      100 F Street, NE

      Washington, D.C. 20549-4561

            Re:
            Innovative Eyewear, Inc.

               Registration Statement on Form S-3

               Filed February 7, 2024

            File No. 333- 276938

Dear Mr. Augustin:

      Pursuant to Rule 461 under the Securities Act of 1933, as amended, Innovative Eyewear, Inc. hereby requests acceleration of effectiveness of the above referenced Registration
         Statement so that it will become effective at 5:00 p.m. ET on Friday, March 29, 2024, or as soon as thereafter practicable.

            Very truly yours,

            /s/ Harrison Gross

            Harrison Gross

            Chief Executive Officer

 cc: Ellenoff Grossman & Schole LLP

United States securities and exchange commission logo
February 16, 2024
Harrison Gross
Chief Executive Officer
Innovative Eyewear Inc
11900 Biscayne Blvd
Suite 630
North Miami, Florida 33181
Re:Innovative Eyewear Inc
Registration Statement on Form S-3
Filed February 7, 2024
File No. 333-276938
Dear Harrison Gross:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Robert Augustin at 202-551-8483 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services

United States securities and exchange commission logo
May 31, 2023
Konrad Dabrowski
Chief Financial Officer
Innovative Eyewear, Inc.
11900 Biscayne Blvd., Suite 630
North Miami, Florida, 33181
Re:Innovative Eyewear, Inc.
Registration Statement on Form S-1
Filed May 26, 2023
File No. 333-272240
Dear Konrad Dabrowski:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Conlon Danberg at 202-551-4466 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Sarah E. Williams, Esq.

CORRESP
1
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Innovative
Eyewear, Inc.

11900
Biscayne Blvd., Suite 630

Miami, Florida 33181

May
31, 2023

VIA
EDGAR

John
Danberg

Division
of Corporation Finance

U.S.
Securities and Exchange Commission

100
F Street, NE

Washington,
D.C. 20549-4561

    Re:
    Innovative
    Eyewear, Inc.

    Registration
    Statement on Form S-1

    Filed
    May 26, 2023

    File
    No. 333-272240

Dear
Mr. Danberg:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Innovative Eyewear, Inc. hereby requests acceleration of effectiveness of the
above referenced Registration Statement so that it will become effective at 4:30 p.m. ET on Friday, June 2, 2023, or as soon as thereafter
practicable.

    Very truly yours,

    /s/
    Harrison Gross

    Harrison Gross

    Chief Executive
    Officer

    cc:
    Ellenoff
    Grossman & Schole LLP

CORRESP
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Innovative Eyewear, Inc.

11900 Biscayne Blvd., Suite 630

Miami, Florida 33181

August 9, 2022

VIA EDGAR

Alan Campbell

Division of Corporation Finance

Office of Life Sciences

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549-4561

    Re:
    Innovative Eyewear, Inc.

    Registration Statement on Form S-1

    Filed December 13, 2021, as amended

    File No. 333-261616

Dear Mr. Campbell:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Innovative Eyewear, Inc. hereby requests acceleration of effectiveness of the above referenced
Registration Statement so that it will become effective at 5:00 p.m. ET on Thursday, August 11, 2022, or as soon as thereafter practicable.

    Very truly yours,

    /s/ Harrison Gross

    Harrison Gross

    Chief Executive Officer

    cc:
    Ellenoff Grossman & Schole LLP

CORRESP
1
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Maxim
Group LLC

300
Park Avenue, 16th Floor

New
York, New York 10022

August
9, 2022

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

    Re:
    Innovative
    Eyewear, Inc.

    Registration
    Statement on Form S-1, as amended

    File
    No: 333- 261616

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission (the “Commission”)
under the Securities Act of 1933, as amended (the “Securities Act”), Maxim Group LLC, as representative of
the underwriters, hereby joins the request of Innovative Eyewear, Inc. (the “Company”) that the effective date
of the above-referenced Registration Statement be accelerated so that it will become effective at 5:00 p.m. Eastern Time on Thursday,
August 11, 2022, or as soon thereafter as practicable.

Pursuant
to Rule 460 of the General Rules and Regulations of the Commission under the Securities Act, please be advised that there will be distributed
to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the securities in this offering, as
many copies of the preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The
undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating
dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended,
in connection with the above-referenced issue.

    Very truly yours,

    Maxim Group LLC

    By:
    /s/ Clifford
    A. Teller

    Name: Clifford
A. Teller

    Title:   Co-President

cc: Leslie
Marlow, Esq.

  Blank
Rome, LLP

CORRESP
1
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Innovative
Eyewear, Inc.

8101
Biscayne Blvd, Suite 705

Miami,
Florida 33138

VIA
EDGAR

August
3, 2022

U.S.
Securities & Exchange Commission

Division of Corporation Finance

Office
of Life Sciences

100
F Street, NE

Washington,
D.C. 20549

Attn:
Alan Campbell

    Re:

    Innovative
    Eyewear, Inc.

    Amendment
    No. 9 to Registration Statement on Form S-1

    Filed July
    25, 2022

    File No.
    333-261616

Dear
Mr. Campbell:

Innovative
Eyewear, Inc. (the “Company,” “we,” “our” or “us”) hereby
transmits our response to the comment letter received from the staff (the “Staff,” “you” or “your”)
of the U.S. Securities and Exchange Commission (the “Commission”), on August 3, 2022, regarding Amendment No. 9 to
Registration Statement on Form S-1 filed on July 25, 2022. In response to the Staff’s comments, the Company has revised the Registration
Statement and is submitting via Edgar a revised registration statement (the “Registration Statement”) with this response
letter. For your convenience, we have repeated below your comments in bold, and have followed each comment with our response.

Amendment
No. 9 to Registration Statement on Form S-1

Use
of Proceeds, page 40

 1. We
note you revised your use of proceeds by applying the same percentage allocation to each of the identified uses of proceeds as you had
used in your last amendment. We further note that you have identified plans to introduce a significant number of new products and styles
by the end of the year, including nine new styles, a wireless charging dock and Bluetooth safety glasses. Please clarify whether you
expect the proceeds from the offering to be sufficient to complete any remaining development efforts and launch each of these new products.
If the proceeds may not be sufficient, please clarify that additional funds may necessary to complete these efforts and identify the
potential sources of such funds or how your plans may be modified if such funds are not available.

Response
to Comment No. 1: In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure
on page 40 of the Registration Statement.

***

We
thank you for your review of the foregoing and the Registration Statement. If you have further comments, please feel free to contact
to our counsel, Sarah W. Williams, Esq., at swilliams@egsllp.com or by telephone at (212) 370-1300.

    Sincerely,

    /s/
    Harrison Gross

    Harrison Gross

    Chief Executive
    Officer

    cc:

    Sarah W. Williams,
    Esq.

    Ellenoff Grossman
    & Schole LLP

United States securities and exchange commission logo
August 3, 2022
Harrison Gross
Chief Executive Officer
Innovative Eyewear, Inc.
11900 Biscayne Blvd., Suite 630
Miami, Florida 33181
Re:Innovative Eyewear, Inc.
Amendment No. 9 to Registration Statement on Form S-1
Filed July 25, 2022
File No. 333-261616
Dear Mr. Gross:
            We have reviewed your amended registration statement and have the following
comment.  In our comment, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments.
Amendment No. 9 to Registration Statement on Form S-1
Use of Proceeds, page 40
1.We note you revised your use of proceeds by applying the same percentage allocation to
each of the identified uses of proceeds as you had used in your last amendment.  We
further note that you have identified plans to introduce a significant number of new
products and styles by the end of the year, including nine new styles, a wireless charging
dock and Bluetooth safety glasses.  Please clarify whether you expect the proceeds from
the offering to be sufficient to complete any remaining development efforts and launch
each of these new products.  If the proceeds may not be sufficient, please clarify that
additional funds may necessary to complete these efforts and identify the potential sources
of such funds or how your plans may be modified if such funds are not available.

 FirstName LastNameHarrison Gross
 Comapany NameInnovative Eyewear, Inc.
 August 3, 2022 Page 2
 FirstName LastName
Harrison Gross
Innovative Eyewear, Inc.
August 3, 2022
Page 2
            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,
Division of Corporation Finance
Office of Life Sciences
cc:       Sarah W. Williams, Esq.

CORRESP
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Innovative
Eyewear, Inc.

11900
Biscayne Blvd., Suite 630

Miami, Florida 33181

May
12, 2022

VIA
EDGAR

Alan
Campbell

Division
of Corporation Finance

Office
of Life Sciences

U.S. Securities and Exchange Commission

100
F Street, NE

Washington,
D.C. 20549-4561

    Re:
    Innovative Eyewear, Inc.

    Registration Statement on Form S-1

    Filed December 13, 2021, as amended

    File No. 333-261616

Dear
Mr. Campbell:

On
May 10, 2022, Innovative Eyewear, Inc. requested acceleration of the effective date of the above referenced Registration Statement so
that it would become effective at 5:00 p.m. ET on Thursday, May 12, 2022 or as soon as thereafter practicable. We hereby withdraw our
request for acceleration of effectiveness.

    Very truly yours,

    /s/
    Harrison Gross

    Harrison Gross

    Chief Executive Officer

    cc:
    Ellenoff Grossman & Schole LLP

CORRESP
1
filename1.htm

Innovative
Eyewear, Inc.

11900
Biscayne Blvd., Suite 630

Miami, Florida 33181

May
10, 2022

VIA
EDGAR

Alan
Campbell

Division
of Corporation Finance

Office
of Life Sciences

U.S. Securities and Exchange Commission

100
F Street, NE

Washington,
D.C. 20549-4561

    Re:
    Innovative
    Eyewear, Inc.

    Registration
    Statement on Form S-1

    Filed
    December 13, 2021, as amended

    File
    No. 333-261616

Dear
Mr. Campbell:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Innovative Eyewear, Inc. hereby requests acceleration of effectiveness of the
above referenced Registration Statement so that it will become effective at 5:00 p.m. ET on Thursday, May 12, 2022, or as soon as thereafter
practicable.

    Very
    truly yours,

    /s/
    Harrison Gross

    Harrison
    Gross

    Chief
    Executive Officer

    cc:
    Ellenoff
    Grossman & Schole LLP

CORRESP
1
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Maxim
Group LLC

300
Park Avenue, 16th Floor

New
York, New York 10022

May
10, 2022

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

    Re:

    Innovative
    Eyewear, Inc.

    Registration
    Statement on Form S-1, as amended

    File
    No: 333- 261616

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission (the “Commission”)
under the Securities Act of 1933, as amended (the “Securities Act”), Maxim Group LLC, as representative of
the underwriters, hereby joins the request of Innovative Eyewear, Inc. (the “Company”) that the effective date
of the above-referenced Registration Statement be accelerated so that it will become effective at 5:00 p.m. Eastern Time on Thursday,
May 12, 2022, or as soon thereafter as practicable.

Pursuant
to Rule 460 of the General Rules and Regulations of the Commission under the Securities Act, please be advised that there will be distributed
to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the securities in this offering, as
many copies of the preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The
undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating
dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended,
in connection with the above-referenced issue.

    Very
    truly yours,

    Maxim
    Group LLC

    By:
    /s/
    Clifford A. Teller

    Name: Clifford
    A. Teller

    Title:   Co-President

 cc: Leslie
Marlow, Esq.

Blank
Rome, LLP

CORRESP
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Innovative Eyewear, Inc.

11900 Biscayne Blvd., Suite 630

Miami, Florida 33181

April 26, 2022

VIA EDGAR

Alan Campbell

Division of Corporation Finance

Office of Life Sciences

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549-4561

    Re:
    Innovative Eyewear, Inc.

    Registration Statement on Form S-1

    Filed December 13, 2021, as amended

    File No. 333-261616

Dear Mr. Campbell:

On April 22, 2022, Innovative Eyewear, Inc. requested
acceleration of the effective date of the above referenced Registration Statement so that it would become effective at 5:00 p.m. ET on
Tuesday, April 26, 2022 or as soon as thereafter practicable. We hereby withdraw our request for acceleration of effectiveness.

    Very truly yours,

    /s/  Harrison Gross

    Harrison Gross

    Chief Executive Officer

 cc: Ellenoff
Grossman & Schole LLP

CORRESP
1
filename1.htm

Innovative
Eyewear, Inc.

11900
Biscayne Blvd., Suite 630

Miami, Florida 33181

April
22, 2022

VIA
EDGAR

Alan
Campbell

Division
of Corporation Finance

Office
of Life Sciences

U.S. Securities and Exchange Commission

100
F Street, NE

Washington,
D.C. 20549-4561

    Re:

    Innovative
    Eyewear, Inc.

    Registration Statement
    on Form S-1

    Filed December 13, 2021,
    as amended

    File No. 333-261616

Dear
Mr. Campbell:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Innovative Eyewear, Inc. hereby requests acceleration of effectiveness of the
above referenced Registration Statement so that it will become effective at 5:00 p.m. ET on Tuesday, April 26, 2022, or as soon as thereafter
practicable.

    Very
    truly yours,

    /s/
    Harrison Gross

    Harrison
    Gross

    Chief
    Executive Officer

    cc:

    Ellenoff Grossman & Schole
    LLP

CORRESP
1
filename1.htm

Maxim
Group LLC

300
Park Avenue, 16th Floor

New
York, New York 10022

April
22, 2022

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

    Re:

    Innovative
    Eyewear, Inc.

    Registration
    Statement on Form S-1, as amended

    File
    No: 333- 261616

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission (the “Commission”)
under the Securities Act of 1933, as amended (the “Securities Act”), Maxim Group LLC, as representative of
the underwriters, hereby joins the request of Innovative Eyewear, Inc. (the “Company”) that the effective date
of the above-referenced Registration Statement be accelerated so that it will become effective at 5:00 p.m. Eastern Time on Tuesday,
April 26, 2022, or as soon thereafter as practicable.

Pursuant
to Rule 460 of the General Rules and Regulations of the Commission under the Securities Act, please be advised that there will be distributed
to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the securities in this offering, as
many copies of the preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The
undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating
dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended,
in connection with the above-referenced issue.

    Very
    truly yours,

    Maxim
    Group LLC

    By:
    /s/
    Clifford A. Teller

    Name: Clifford
    A. Teller

    Title:   Co-President

 cc: Leslie
Marlow, Esq.

Blank
Rome, LLP

CORRESP
1
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Innovative Eyewear, Inc.

11900 Biscayne Blvd., Suite 630

Miami, Florida, 33181

VIA EDGAR

January 26, 2022

U.S. Securities & Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, NE

Washington, D.C. 20549

Attn: Alan Campbell

    Re:
    Innovative Eyewear, Inc.

    Amendment No. 2 to Registration Statement on Form S-1

    Filed January 20, 2021

    File No. 333-261616

Dear Mr. Campbell:

Innovative Eyewear, Inc. (the
“Company,” “we,” “our” or “us”) hereby transmits our response
to the comment letter received from the staff (the “Staff,” “you” or “your”)
of the U.S. Securities and Exchange Commission (the “Commission”), on January 26, 2022, regarding Amendment No. 2
to Registration Statement on Form S-1 submitted to the Commission on January 20, 2022. In response to the Staff’s comments, the
Company has revised the Registration Statement and is submitting via Edgar a revised registration statement (the “Registration
Statement”) with this response letter. For your convenience, we have repeated below your comments in bold, and have followed
each comment with our response.

Amendment No. 2 to Registration Statement on Form S-1

Recent Developments, page
9

    1.

Please
revise your Recent Developments section to address the following:

 · In order to better balance the
presentation of preliminary estimated revenues for the quarter ended December 31, 2021, please present estimated net income or range
of net income for the quarter ended December 31, 2021.

 · Please provide a narrative
discussion that addresses the increase in quarterly revenues experienced in the fourth quarter of 2021 while at the same time your cost
of goods sold went down.

Response to Comment No. 1: In response
to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on page 9 of the Registration
Statement.

***

We thank you for your review of
the foregoing and the Registration Statement. If you have further comments, please feel free to contact to our counsel, Sarah W. Williams,
Esq., at swilliams@egsllp.com or by telephone at (212) 370-1300.

    Sincerely,

    /s/ Harrison Gross

    Harrison Gross

    Chief Executive Officer

    cc:
    Sarah W. Williams, Esq.

    Ellenoff Grossman & Schole LLP

United States securities and exchange commission logo
January 26, 2022
Harrison Gross
Chief Executive Officer
Innovative Eyewear, Inc.
11900 Biscayne Blvd., Suite 630
Miami, Florida, 33181
Re:Innovative Eyewear, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed January 20, 2021
File No. 333-261616
Dear Mr. Gross:
            We have reviewed your amended registration statement and have the following
comment.  In our comment, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments.
Amendment No. 2 to Registration Statement on Form S-1
Recent Developments, page 9
1.Please revise your Recent Developments section to address the following:
•In order to better balance the presentation of preliminary estimated revenues for the
quarter ended December 31, 2021, please present estimated net income or range of
net income for the quarter ended December 31, 2021.
•Please provide a narrative discussion that addresses the increase in quarterly revenues
experienced in the fourth quarter of 2021 while at the same time your cost of goods
sold went down.

 FirstName LastNameHarrison Gross
 Comapany NameInnovative Eyewear, Inc.
 January 26, 2022 Page 2
 FirstName LastName
Harrison Gross
Innovative Eyewear, Inc.
January 26, 2022
Page 2
            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,
Division of Corporation Finance
Office of Life Sciences
cc:       Sarah W. Williams, Esq.

United States securities and exchange commission logo
January 20, 2022
Harrison Gross
Chief Executive Officer
Innovative Eyewear, Inc.
8101 Biscayne Blvd., Suite 705
Miami, Florida, 33138
Re:Innovative Eyewear, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed January 10, 2021
File No. 333-261616
Dear Mr. Gross:
            We have reviewed your amended 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 1 to Registration Statement on Form S-1
Underwriting
Representative's Warrants, page 107
1.Please revise here and on page 93 to disclose the number of warrants that you will be
selling to the underwriters of the offering.
General
2.We refer to comment 21 from our letter dated November 18, 2021. We further note your
disclosure on pages 10 and 87 indicating that Lucyd Ltd. will own more than 50% of your
outstanding common stock following the offering. As such, 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

 FirstName LastNameHarrison Gross
 Comapany NameInnovative Eyewear, Inc.
 January 20, 2022 Page 2
 FirstName LastName
Harrison Gross
Innovative Eyewear, Inc.
January 20, 2022
Page 2
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,
Division of Corporation Finance
Office of Life Sciences
cc:       Sarah W. Williams, Esq.

CORRESP
1
filename1.htm

Innovative
Eyewear, Inc.

8101
Biscayne Blvd, Suite 705

Miami,
Florida 33138

VIA
EDGAR

January
10, 2022

U.S.
Securities & Exchange Commission

Division of Corporation Finance

Office
of Life Sciences

100
F Street, NE

Washington,
D.C. 20549

Attn:
Alan Campbell

    Re:
    Innovative Eyewear, Inc.

    Registration Statement on Form S-1

    Filed December 13, 2021

    File No. 333-261616

Dear
Mr. Campbell:

Innovative
Eyewear, Inc. (the “Company,” “we,” “our” or “us”) hereby
transmits our response to the comment letter received from the staff (the “Staff,” “you” or “your”)
of the U.S. Securities and Exchange Commission (the “Commission”), on December 30, 2021, regarding the Registration
Statement on Form S-1 submitted to the Commission on December 13, 2021. In response to the Staff’s comments, the Company has revised
the registration statement and is submitting via Edgar a revised registration statement (the “Registration Statement”)
with this response letter. For your convenience, we have repeated below your comments in bold, and have followed each comment with our
response.

Registration
Statement on Form S-1

Cover
Page

    1.
    Please revise the prospectus
    cover page to reference the limitations on exercise of the warrants that are described on pages 9 and 92.

Response
to Comment No. 1: In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure
on the cover page of the Registration Statement.

Management's
Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations, page 50

    2.
    We note your revisions
    in response to prior comment four. Please revise your interim and annual results of operations sections to separately quantify your
    sales of prescription versus non-prescription lens as well as respective cost of goods sold.

Response
to Comment No. 2: In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure
on pages 51 and 53 of the Registration Statement.

Research
and Development, page 52

    3.
    Reference prior comment
    five. You state on page 50 that research and development expenses related to (i) development of new styles and features of your smart
    eyewear (ii) development and improvement of your ecommerce website (iii) development of your Vyrb social media app for wearables.
    For the discussion of the year ended December 31, 2020, revise to quantify the amount of research and development expense related
    to each of these projects. For the discussion of research and development for the nine months ended September 30, 2021, please clarify
    why you did not expense any amounts on the ecommerce website or the development of the Vyrb app.

Response
to Comment No. 3: In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure
on pages 52 and 54 of the Registration Statement.

Critical
Accounting Policies and Significant Developments and Estimates

Stock-Based Compensation, page 56

    4.
    We reissue prior comment
    eight in part. Please revise to disclose recent equity issuances to employees and directors along with information about the underlying
    fair value of common stock as it relates to recent price paid by independent investors through Regulation Crowdfund (“REG CF”)
    securities offering undertaken by the Company, as disclosed.

Response
to Comment No. 4: In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure
on pages 56 of the Registration Statement.

Revenue
Recognition, page 56

    5.
    We reissue prior comment
    11 in part. Please revise to also clearly disclose your revenue recognition policy with regard to sales made directly to distributors.

Response
to Comment No. 5: In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure
on pages 57 of the Registration Statement.

***

We
thank you for your review of the foregoing and the Registration Statement. If you have further comments, please feel free to contact
to our counsel, Sarah W. Williams, Esq., at swilliams@egsllp.com or by telephone at (212) 370-1300.

    Sincerely,

    /s/ Harrison
    Gross

    Harrison Gross

    Chief Executive Officer

    cc:
    Sarah W. Williams, Esq.

    Ellenoff Grossman & Schole LLP

CORRESP
1
filename1.htm

FOIA CONFIDENTIAL TREATMENT REQUEST

Innovative Eyewear, Inc. respectfully requests
that the bracketed and highlighted information contained in this response be treated as confidential information and that the Commission
provide timely notice to Innovative Eyewear, Inc., Attn: Konrad Dabrowski at kdabrowski@tekcapital.com before it permits any disclosure
of the bracketed and highlighted information in this response.

January 3, 2022

VIA EDGAR AND HAND DELIVERY

U.S. Securities and Exchange Commission

Division of Corporate Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

 Attn: Alan Campbell

 Re: Innovative Eyewear, Inc.

Registration Statement on Form S-1

Filed December 13, 2021

File No. 333-261616

Ladies and Gentlemen:

On behalf of Innovative Eyewear,
Inc. (“Innovative” or the “Company”), set forth below is additional information to supplement the
Company’s prior response to comment 9 contained in the letter, dated November 18, 2021, from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) with respect to the Company’s Confidential Draft
Registration Statement on Form S-1 submitted to the Commission on October 19, 2021 (the “Draft Registration Statement”).
Such Draft Registration Statement has been updated by the Company as reflected in the registration statement referenced above (File No.
333-261616), which was publicly filed by the Company on December 13, 2021 (the “Registration Statement”).

The Company respectfully submits the below additional
information to assist the Staff in its review of the Company’s determinations of the fair value of the shares of common stock underlying
its material equity awards and the reasons for the differences between the recent valuations of the Company’s shares of common stock
leading up to the Company’s initial public offering (“IPO”) and the estimated offering price of the Company’s
shares of common stock in the IPO.

Estimated Price Range

To
assist the Staff in its evaluation of stock compensation disclosures and certain other matters, the Company advises the Staff that the
Company currently estimates a price range of [XXX] to [XXX]
per share (the “Estimated Price Range”) for the IPO of the Company’s common stock, resulting in a midpoint of
the Price Range of [XXX] per share (the “Midpoint Price”). The Estimated
Price Range has been based on a number of factors, including the progress of the Company’s product development, sales channels,
retail store onboarding in Q4 2021, current marketing conditions and input received from the Underwriters’ representative.

The
Estimated Price Range does not take into account any discount for the current lack of liquidity for the Company’s common stock and
assumes a successful IPO with no weighting attributed to any other outcome for the Company’s business, such as remaining a privately
held company or being sold in an acquisition transaction. As is typical for initial public offerings, the Estimated Price Range was not
derived using a formal determination of fair value, but was determined as a result of discussions among the Company and the Underwriters’
representative. During these discussions, the parties considered quantitative factors, as well as non-quantitative factors,
such as the valuations of recently completed public offerings and evaluating those issuers’ respective stages of development as
compared to the Company, the current valuations of public companies at a similar stage of development as the Company, and recent market
conditions. Prior to December 2, 2021, the Underwriters’ representative had not provided the Company with a specific estimated price
range.

    1

The
actual price range to be included in a subsequent amendment to the Registration Statement (which will comply with the Staff’s interpretation
regarding the parameters of a bona fide price range) has not yet been determined and remains subject to adjustment based on factors outside
of the Company’s control. However, the Company believes that the foregoing indicative Estimated Price Range will not be subject
to significant change.

Equity Grants and Common Stock Valuation

As stated in the Registration
Statement, the Company has granted stock-based awards, consisting of stock options, to its employees and directors. The Registration Statement
describes the Company’s use of the Black-Scholes option-pricing model (“Black-Scholes”) for the purpose of calculating
the estimated grant date fair value of the stock options.

As one of the inputs to the
Black-Scholes calculation, the Company’s board of directors (the “Board”), with input from management, determined the
current stock price of the Company’s common stock based on the most recent price paid by a variety of independent investors through
Regulation Crowdfund (“REG CF”) securities offerings undertaken by the Company during 2020 and 2021:

    Valuation Date
    Price of common stock sold during REG CF offering
    Current Stock Price

    June 2020 – April 2021
    $ 1.00
    $ 1.00

    May 2021 -  September 2021
    $ 3.56
    $ 3.56

    October 2021 -
      N/A
      [XXX]

For most of the time during which stock option
awards were granted by the Company in 2020 and 2021, the Company had been raising funds from investors under Regulation CF campaigns,
with a significant number of transactions from both accredited and non-accredited investors.

The pre-money valuation price per share was agreed
upon each time with the crowdfund platform, who has great deal of experience in setting the proper pre-money valuations for companies
that list on their platforms based on an assessment of the Company’s business progress.

The Company’s first REG CF fundraise was
launched in June 2020 and completed in April 2021 at $1.00 per share (with 4,125 investments), which valuation was used to set the current
stock price for option grants made during the same period.

In May 2021, the Company hired two eyewear industry
veterans with decades of experience in eyewear and wearable product placements across optical and non-optical retail stores. Following
their onboarding, both sales directors prepared a comprehensive sales strategy for distribution of Lucyd eyewear, inclusive of significant
number of retail channels: independent optical stores, optical chains, sporting good stores and big box retailers. Furthermore, the Company
commenced first steps towards international distribution of its product. The Company’s management and Board of Directors considered
this approach to be game changing in addressable market for the Company’s product, considering the degree of experience of the sales
directors who helped prepare it.

In May 2021, the Company discussed the potential
for an additional crowdfund with StartEngine. The crowdfunding platform suggested launch of a second offering at an increased valuation
given the considerable business progress, including, in addition to the above considerations, launch of the Company’s flagship,
much improved product, Lucyd Lyte® in 2021. In discussions, the pre-money valuation of $20m was agreed upon resulting in a price per
share of $3.56.

The second REG-CF fundraise was launched in July
2021 and completed on September 24, 2021 at $3.56 per share (with 309 investments), which valuation was used to set the current stock
price for option grants made during the same period.

    2

Following stock option grants and equity issuances
were made during 2020 and 2021:

    Grant/Issuance Dates
    Type
    Shares Covered by Options or Issued
    Share Options Exercise Price
 (current stock value)
    Price of common stock sold during REG CF at the time of the grant

    04/01/2020
    Stock option award
      375,000
    $ 1.00
      N/A*

    10/05/2020
    Stock option award
      270,000
    $ 1.00
    $ 1.00

    04/12/2021 – 04/15/2021
    Stock option award
      240,000
    $ 1.00
    $ 1.00

    05/01/2021 – 05/05/2021
    Stock option award
      800,000
    $ 3.56
      N/A**

    07/21/2021 – 09/01/2021
    Stock option award
      611,500
    $ 3.56
    $ 3.56

    09/30/2021
    Stock option award
      36,000
    $ 5.00
      N/A***

* The first crowdfunding campaign at $1.00 did
not commence until June 2020. For the April 2020 grants made 2 months earlier, the $1.00 exercise price was no less than fair market value.

** Although the second crowdfunding campaign at
$3.56 did not commence until July 2021, the pricing discussion was held with the crowdfunding platform discussing $3.56 per share in May
2021, and such this price was used as the current value of common stock for stock options granted in May and June 2021.

*** Following the completion of the second REG
CF offering and stock option grant on September 1, 2021 at $3.56 per share, material business progress discussed below was accomplished
by the Company. As such, the exercise price of the stock option grant made on September 30, 2021 was increased compared to previous grants,
from $3.56 to $5.00. We note that the $5.00 exercise price used in the most recent grant falls in the Estimated Price Range of [XXX]
discussed with the Underwriters’ representative.

Additionally, the Company sold 1,000 shares at
$1.00 on June 26, 2021. The Company notes that while the payment for the share purchase was processed in June 2021, the purchase itself
was agreed earlier in the year. As such, $1.00 per share price was used, derived from the most recent crowdfund offering at the time of
the initial agreement.

The Company believes the difference between the
September 1, 2021 grant price of $3.56, the September 30, 2021 grant price of $5.00, and the Estimated Price Range of [XXX]
per share is the result of the following factors and developments with respect to the Company’s business that occurred subsequent
to the September 1, 2021 grant:

[XXX]

In conclusion, the Company respectfully submits
that the differences between the estimated IPO price (i.e., the Midpoint Price), the stock price at which it most recently granted stock
options ($5.00 for September 30, 2021 grants and $3.56 for earlier grants), the latest valuation (REG CF valuation of $3.56) and the prior
valuations are reasonable in light of all of the considerations outlined above. In addition, the Company will continue to update its disclosure
for all equity-related transactions through the effective date of the Registration Statement. Based on the foregoing, the Company respectfully
seeks confirmation that the Staff has no further comments with respect to the matters discussed in this letter.

*****

    3

Please contact me at (212)
370-1300 with any questions or further comments regarding the information contained herein.

    Sincerely,

    /s/ Sarah Williams

    Sarah Williams

    Ellenoff Grossman & Schole LLP

 cc: Harrison Gross, Innovative Eyewear, Inc.

Konrad Dabrowski, Innovative Eyewear, Inc.

    4

United States securities and exchange commission logo
December 30, 2021
Harrison Gross
Chief Executive Officer
Innovative Eyewear, Inc.
8101 Biscayne Blvd., Suite 705
Miami, Florida, 33138
Re:Innovative Eyewear, Inc.
Registration Statement on Form S-1
Filed December 13, 2021
File No. 333-261616
Dear Mr. Gross:
            We have reviewed your 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1
Cover Page
1.Please revise the prospectus cover page to reference the limitations on exercise of the
warrants that are described on pages 9 and 92.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 50
2.We note your revisions in response to prior comment four.  Please revise your interim and
annual results of operations sections to separately quantify your sales of prescription
versus non-prescription lens as well as respective cost of goods sold.

 FirstName LastNameHarrison Gross
 Comapany NameInnovative Eyewear, Inc.
 December 30, 2021 Page 2
 FirstName LastName
Harrison Gross
Innovative Eyewear, Inc.
December 30, 2021
Page 2
Research and Development, page 52
3.Reference prior comment five.   You state on page 50 that research and development
expenses related to (i) development of new styles and features of your smart eyewear
(ii) development and improvement of your ecommerce website (iii) development of your
Vyrb social media app for wearables.  For the discussion of the year ended December 31,
2020, revise to quantify the amount of research and development expense related to each
of these projects.   For the discussion of research and development for the nine months
ended September 30, 2021, please clarify why you did not expense any amounts on the
ecommerce website or the development of the Vyrb app.
Critical Accounting Policies and Significant Developments and Estimates
Stock-Based Compensation, page 56
4.We reissue prior comment eight in part.   Please revise to disclose recent equity issuances
to employees and directors along with information about the underlying fair value of
common stock as it relates to recent price paid by independent investors through
Regulation Crowdfund (“REG CF”) securities offering undertaken by the Company, as
disclosed.
Revenue Recognition, page 56
5.We reissue prior comment 11 in part.  Please revise to also clearly disclose your revenue
recognition policy with regard to sales made directly to distributors.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            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,
Division of Corporation Finance
Office of Life Sciences
cc:       Sarah W. Williams, Esq.

CORRESP
1
filename1.htm

Innovative Eyewear, Inc.

8101 Biscayne Blvd, Suite 705

Miami, Florida 33138

VIA EDGAR

December 13, 2021

U.S. Securities & Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, NE

Washington, D.C. 20549

Attn: Alan Campbell

    Re:

    Innovative Eyewear, Inc.

    Draft Registration Statement on Form S-1

    Submitted October 19, 2021

    CIK No. 0001808377

Dear Mr. Campbell:

Innovative Eyewear, Inc. (the
“Company,” “we,” “our” or “us”) hereby transmits our response
to the comment letter received from the staff (the “Staff,” “you” or “your”)
of the U.S. Securities and Exchange Commission (the “Commission”), on November 18, 2021, regarding Draft Registration
Statement on Form S-1 submitted to the Commission on October 19, 2021. In response to the Staff’s comments, the Company has revised
the Registration Statement and is submitting via Edgar a revised registration statement (the “Registration Statement”)
with this response letter. For your convenience, we have repeated below your comments in bold, and have followed each comment with our
response.

Draft Registration Statement on Form S-1 Submitted October 19,
2021

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.

Response to Comment No. 1: In response
to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on pages 3, 4 and 61 of the
Registration Statement.

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 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.

Response to Comment No. 2: In response
to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on pages 4 and 66 of the Registration
Statement.

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.

Response to Comment No. 3:
In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on page 5 of the
Registration Statement.

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.

Response to Comment No. 4: In
response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on pages 47, 49
and 51 of the Registration Statement.

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.

Response to Comment No. 5: In response
to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on pages 52 of the Registration
Statement.

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.

Response to Comment No. 6: In response
to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on page 53 of the Registration
Statement.

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.

Response to Comment No. 7: In response
to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on page 55 of the Registration
Statement.

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.

Response to Comment No. 8: In response to the Staff’s
comment, the Company respectfully advises the Staff that it has revised the disclosure on pages 56 of the Registration Statement.

    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.

Response
to Comment No. 9: In response to the Staff’s comment, the Company respectfully advises the Staff that it will submit
a response to this comment at a later date.

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.

Response to Comment No. 10: In response
to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on pages 56 and 57 of the
Registration Statement.

    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.

Response to Comment No. 11: In response
to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on pages 56 and 57 of the
Registration Statement.

Business

Intellectual Property, page 63

    12.
    Please revise to disclose the expiration dates and jurisdictions of your patents and patent applications.

Response to Comment No. 12: In response
to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on pages 67 and 68 of the
Registration Statement.

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.

Response to Comment No. 13: In response
to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on pages 82 of the Registration
Statement.

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 prospectus indicates that the exercise price will be 110% of the public offering price. Please reconcile your disclosure or advise.

Response to Comment No. 14: In response
to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on page 93 of the Registration
Statement.

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.

Response to Comment No. 15: In response
to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on page F-7 of the Registration
Statement.

Note 2. Summary of Significant Accounting
Policies

Inventory, page F-8

    16.
    Revise to disclose the nature of "Inventory prepayment" on your balance sheet.

Response to Comment No. 16: In response
to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on pages F-8 of the Registration
Statement.

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.

Response to Comment No. 17: In response to the Staff’s
comment, the Company respectfully advises the Staff that it has revised the disclosure on pages F-9 of the Registration Statement.

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.

Response to Comment No. 18: In response to the Staff’s
comment, the Company respectfully advises the Staff that it has revised the disclosure on pages F-20 of the Registration Statement.

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.

Response to Comment No. 19: In response to the Staff’s
comment, the Company respectfully advises the Staff that it has revised the graphics and the accompanying text in the narrative that precedes
the Summary section to only include graphics, without any text, to illustrate a few of the current styles of its main product.

    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.

Response to Comment No. 20: In
response to the Staff’s comment, the Company respectfully advises the Staff that once available, it will provide the Staff with
copies of all written communications, as defined in Rule 405 under the Securities Act, that the Company, or anyone authorized to do so
on its behalf, present to potential investors in reliance on Section 5(d) of the Securities Act, whether or not they retain copies of
the communications.

    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.

Response to Comment No. 21: In response to the Staff’s
comment, the Company respectfully advises the Staff that it does not plan on being a controlled company under Nasdaq rules and will not
utilize the corporate governance exemptions available to a controlled company.

***

We thank you for your review
of the foregoing and the Registration Statement. If you have further comments, please feel free to contact to our counsel, Sarah W. Williams,
Esq., at swilliams@egsllp.com or by telephone at (212) 370-1300.

    Sincerely,

    /s/ Harrison Gross

    Harrison Gross

    Chief Executive Officer

    cc:
    Sarah W. Williams, Esq.

    Ellenoff Grossman & Schole LLP

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

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 November 18, 2021 Page 2
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Innovative Eyewear, Inc.
November 18, 2021
Page 2
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.

 FirstName LastNameHarrison Gross
 Comapany NameInnovative Eyewear, Inc.
 November 18, 2021 Page 3
 FirstName LastNameHarrison Gross
Innovative Eyewear, Inc.
November 18, 2021
Page 3
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

 FirstName LastNameHarrison Gross
 Comapany NameInnovative Eyewear, Inc.
 November 18, 2021 Page 4
 FirstName LastNameHarrison Gross
Innovative Eyewear, Inc.
November 18, 2021
Page 4
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.

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