Filed pursuant to Rule 424(b)(5)
Registration No. 333-231932
PROSPECTUS SUPPLEMENT
(To Prospectus dated June 13, 2019)
5,000,000 Shares of Common Stock
Vuzix Corporation is offering 5,000,000
shares of our common stock.
Our common stock is listed on the Nasdaq
Capital Market under the symbol “VUZI.” On May 8, 2020, the last reported sale price of our common stock on the Nasdaq
Capital Market was $2.74 per share.
Investing in our
securities involves significant risks. See “Risk Factors” beginning on page S-3 of this prospectus supplement and in
the documents incorporated by reference into this prospectus supplement.
Neither the Securities
and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus supplement. Any representation to the contrary is a criminal offense.
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Per
Share
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Total
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Offering price
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$
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2.25
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$
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11,250,000
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Placement agent fees (1)
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$
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0.1125
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$
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562,500
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Proceeds, before expenses, to us
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$
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2.1375
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$
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10,687,500
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(1)
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See “Plan of Distribution” for additional disclosure regarding placement agent fees and estimated offering expenses.
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Delivery of the shares of common stock
to the investors in book-entry form through the facilities of The Depository Trust Company, is expected to be made on or about
May 13, 2020.
The Special
Equities Group, LLC
a division of Bradley Woods & Co.,
Ltd.
The date of this prospectus supplement
is May 11, 2020.
TABLE OF CONTENTS
You should rely only on the information
incorporated by reference or provided in this prospectus supplement and the accompanying prospectus. Neither we nor the placement
agent have authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information,
you should not rely on it. This prospectus supplement and the accompanying prospectus do not constitute an offer to sell, or a
solicitation of an offer to purchase, the securities offered by this prospectus supplement and the accompanying prospectus in any
jurisdiction where it is unlawful to make such offer or solicitation. You should assume that the information contained in this
prospectus supplement or the accompanying prospectus, or any document incorporated by reference in this prospectus supplement or
the accompanying prospectus, is accurate only as of the date of those respective documents. Neither the delivery of this prospectus
supplement nor any distribution of securities pursuant to this prospectus supplement shall, under any circumstances, create any
implication that there has been no change in the information set forth or incorporated by reference into this prospectus supplement
or in our affairs since the date of this prospectus supplement. Our business, financial condition, results of operations and prospects
may have changed since that date.
ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first
part is this prospectus supplement, which describes the specific terms of this offering of securities. The second part is the accompanying
prospectus, which provides more general information, some of which may not apply to this offering. The information included or
incorporated by reference in this prospectus supplement also adds to, updates and changes information contained or incorporated
by reference in the accompanying prospectus. If information included or incorporated by reference in this prospectus supplement
is inconsistent with the accompanying prospectus or the information incorporated by reference therein, then this prospectus supplement
or the information incorporated by reference in this prospectus supplement will apply and will supersede the information in the
accompanying prospectus and the documents incorporated by reference therein.
This prospectus supplement is part of a
registration statement that we filed with the Securities and Exchange Commission, or the SEC, using a “shelf” registration
process. Under the shelf registration process, we may from time to time offer and sell any combination of the securities described
in the accompanying prospectus up to a total dollar amount of $100,000,000, of which this offering is a part.
This prospectus supplement, the accompanying
prospectus and the information incorporated herein and therein by reference includes trademarks, service marks and trade names
owned by us or other companies. All trademarks, service marks and trade names included or incorporated by reference into this prospectus
supplement or the accompanying prospectus are the property of their respective owners.
Unless the context indicates otherwise,
in this prospectus supplement and the accompanying prospectus the terms, the terms “Vuzix,” the “Company,”
“we,” “our” or “us” in this prospectus refer to Vuzix Corporation and its wholly-owned subsidiary.
PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights selected information
about our company, this offering and information appearing elsewhere in this prospectus supplement, in the accompanying prospectus,
and in the documents we incorporate by reference. This summary is not complete and does not contain all the information that you
should consider before investing in our common stock. You should read this entire prospectus supplement and the accompanying prospectus
carefully, including the “Risk Factors” contained in this prospectus supplement beginning on page S-3, and the risk
factors, financial statements and notes incorporated by reference herein, before making an investment decision. This prospectus
supplement may add to, update or change information in the accompanying prospectus.
Company Overview
We are engaged in the design, manufacture,
marketing and sale of wearable computing devices and augmented reality wearable display devices also referred to as head mounted
displays (or HMDs, but also known as HUDs or near-eye displays), in the form of Smart Glasses and Augmented Reality (AR) glasses.
Our wearable display devices are worn like eyeglasses or attach to a head-worn mount. These devices typically include cameras,
sensors, and a computer that enable the user to view, record and interact with video and digital content, such as computer data,
the Internet, social media or entertainment applications. Our wearable display products integrate micro-display technology with
our advanced optics to produce compact high-resolution display engines, less than half an inch diagonally, which when viewed through
our smart glasses products create virtual images that appear comparable in size to that of a computer monitor or a large-screen
television.
With respect to our Smart Glasses and AR
products, we are focused on the enterprise, industrial, commercial, first responder, and medical markets. All of the mobile display
and mobile electronics markets in which we compete have been and continue to be subject to rapid technological change almost yearly
over the last decade including the rapid adoption of tablets, larger screen sizes and display resolutions along with declining
prices on mobile phones and other computing devices, and as a result we must continue to improve our products’ performance
and lower our costs. We believe our intellectual property portfolio gives us a leadership position in the design and manufacturing
of micro-display projection engines, waveguides, mechanical packaging, ergonomics, and optical systems.
Our principal executive offices are located
at 25 Hendrix Road, West Henrietta, New York 14586. Our telephone number is (585) 359-5900. We maintain an Internet website at
www.vuzix.com. The information contained on, connected to or that can be accessed via our website is not part of this prospectus.
We have included our website address in this prospectus as an inactive textual reference only and not as an active hyperlink.
THE OFFERING
Securities we are offering
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5,000,000 shares of common stock
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Common stock to be outstanding after this offering
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39,307,210 shares
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Offering price
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$2.25 per share
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Use of proceeds
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We estimate the net proceeds to us from this offering will be approximately $10.6 million, after deducting placement agent fees and estimated offering expenses payable by us. We intend to use the net proceeds from the sale of the securities offered by this prospectus for general corporate purposes, including working capital to accelerate the building of finished goods inventory to address increasing customer demand.
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Prohibitions on subsequent equity sales and variable rate transactions.
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Pursuant to the purchase agreement with the purchasers, we and our subsidiaries are prohibited from entering into any agreement to issue or announcing the issuance or proposed issuance of any shares of common stock or securities convertible or exercisable into common stock, subject to certain exceptions, for a period commencing on the date of the purchase agreement, and terminating on the earlier of (a) 90 days from the closing date of the offering, or (b) the date that the closing price of the Company’s common stock exceeds $3.50 for a period of 15 consecutive trading days.
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Pursuant to the purchase agreement, we are prohibited from effecting any variable rate transaction (as defined in the purchase agreement), subject to certain exceptions, for a period of one year commencing on the date of the purchase agreement.
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Dividend policy
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We do not anticipate paying any cash dividends on our common stock for the foreseeable future.
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Nasdaq Capital Market symbol
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Our common stock is listed on the Nasdaq Capital Market under the symbol “VUZI.”
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Risk factors
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Investing in our securities involves significant risks. See “Risk
Factors” beginning on page S-3 of this prospectus supplement and on page 5 of the accompanying prospectus and the documents
incorporated by reference herein.
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Unless we indicate otherwise, all information
in this prospectus is based on 34,307,210 shares of common stock outstanding as of May 11, 2020 and excludes, as of that date:
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Approximately 2,753,591 shares of our common stock issuable upon exercise of outstanding stock options under our equity incentive plans having a weighted average exercise price of $3.07 per share;
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Approximately 6,512,516 shares of our common stock issuable upon the exercise of outstanding warrants, with a weighted average exercise price was $4.56 per share; and
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4,962,600 shares of common stock issuable upon conversion of an aggregate of 49,626 shares of Series A Preferred Stock (excluding conversion of related accumulated and unpaid dividends).
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RISK FACTORS
Any investment in our securities involves
a high degree of risk. Investors should carefully consider the risks described below and all of the information contained or incorporated
by reference in this prospectus, including the risk factors described in our Annual Report on Form 10-K for the year ended December
31, 2019, and in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020, before deciding whether to purchase
the securities offered hereby. Our business, financial condition, results of operations and prospects could be materially and adversely
affected by these risks.
You will experience immediate and
substantial dilution as a result of this offering and may experience additional dilution in the future.
You will incur immediate and substantial
dilution as a result of this offering. After giving effect to the sale by us of 5,000,000 shares offered in this offering at the
offering price of $2.25 per share, and after deducting placement agent fees and estimated offering expenses payable by us, investors
in this offering can expect an immediate dilution of $1.63 per share. See “Dilution.”
Because we will have broad discretion
and flexibility in how we use the net proceeds from this offering, we may use the net proceeds in ways in which you disagree.
We currently intend to use the net proceeds
from this offering for general corporate purposes, including working capital to accelerate the building of finished goods inventory
to address increasing customer demand. See “Use of Proceeds.” Our management will have significant discretion and flexibility
in applying the net proceeds of this offering. You will be relying on the judgment of our management with regard to the use of
these net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the net proceeds
are being used appropriately. The failure of our management to use such funds effectively could have a material adverse effect
on our business, financial condition, operating results and cash flow.
Additional stock offerings in the future may dilute then
existing stockholders’ percentage ownership of our company.
Given our plans and expectations that we
may need additional capital, we may need to issue additional shares of common stock or securities convertible or exercisable for
shares of common stock, including convertible preferred stock, convertible notes, stock options or warrants. The issuance of additional
securities in the future will dilute the percentage ownership of then existing stockholders.
FORWARD-LOOKING INFORMATION
This prospectus supplement and the documents
and information incorporated by reference in this prospectus supplement include forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of
1934, as amended, or the Exchange Act. These statements are based on our management’s beliefs and assumptions and on information
currently available to our management. Forward-looking statements include statements concerning:
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trends in our operating expenses, including personnel costs, research and development expense, sales and marketing expense, and general and administrative expense;
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the effect of competitors and competition in our markets;
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our wearable products and their market acceptance and future potential;
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our ability to develop, timely introduce, and effectively manage the introduction of new products and services or improve our existing products and services;
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expected technological advances by us or by third parties and our ability to leverage them;
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our ability to attract and retain customers;
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our ability to accurately forecast consumer demand and adequately manage our inventory;
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our ability to deliver an adequate supply of product to meet demand;
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our ability to maintain and promote our brand and expand brand awareness;
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our ability to detect, prevent, or fix defects in our products;
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our reliance on third-party suppliers, contract manufacturers and logistics providers and our limited control over such parties;
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trends in revenue, costs of revenue, and gross margin and our possible or assumed future results of operations;
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our ability to attract and retain highly skilled employees;
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the impact of foreign currency exchange rates;
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the effect of future regulations;
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the sufficiency of our existing cash and cash equivalent balances and cash flow from operations to meet our working capital and capital expenditure needs for at least the next 12 months; and
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general market, political, economic and business conditions.
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All statements in this prospectus supplement
and the documents and information incorporated by reference in this prospectus supplement that are not historical facts are forward-looking
statements. We may, in some cases, use terms such as “anticipates,” “believes,” “could,” “estimates,”
“expects,” “intends,” “may,” “plans,” “potential,” “predicts,”
“projects,” “should,” “will,” “would” or similar expressions or the negative of
such items that convey uncertainty of future events or outcomes to identify forward-looking statements.
Forward-looking statements are made based
on management’s beliefs, estimates and opinions on the date the statements are made and we undertake no obligation to update
forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except as may be required
by applicable law. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot
guarantee future results, levels of activity, performance or achievements.
USE OF PROCEEDS
We estimate that the net proceeds from this
offering, after placement agent fees and estimated offering expenses payable by us, will be approximately $10.6 million.
We currently intend to use the net proceeds
from this offering for general corporate purposes, including working capital to accelerate the building of finished goods inventory
to address increasing customer demand.
Until we use the net proceeds of this offering
for the above purposes, we intend to invest the funds in short-term, investment grade, interest-bearing securities. We cannot predict
whether the proceeds invested will yield a favorable return. We have not yet determined the amount or timing of the expenditures
for the categories listed above, and these expenditures may vary significantly depending on a variety of factors. As a result,
we will retain broad discretion over the use of the net proceeds from this offering.
CAPITALIZATION
The following table sets forth our consolidated
cash and cash equivalents and capitalization as of March 31, 2020. Such information is set forth on the following basis:
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on an actual basis; and
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on an as adjusted basis, giving effect to the sale of the 5,000,000 shares of common stock in this offering at an offering price of $2.25 per share, after deducting estimated placement agent fees and estimated offering expenses.
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You should read this table together with
the section of this prospectus supplement entitled “Use of Proceeds” and with the financial statements and related
notes and the other information that we incorporate by reference into this prospectus supplement and the accompanying prospectus.
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As of March 31, 2020
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Actual
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As adjusted
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Cash and cash equivalents
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$
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6,142,658
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$
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16,720,158
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Total liabilities
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3,938,843
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3,938,843
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Stockholders’ equity:
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Preferred Stock, par value $0.001 per share; 5,000,000 shares authorized; 49,626 shares of Series A Preferred Stock issued and outstanding
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50
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50
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Common Stock, par value $0.001 per share; 100,000,000 shares authorized; 33,128,620 shares outstanding actual; 38,128,620 shares outstanding as adjusted
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33,128
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38,128
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Additional paid-in capital
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169,160,041
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179,732,541
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Accumulated deficit
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(150,104,435
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(150,104,435
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Total stockholders’ equity
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19,088,784
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29,666,284
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DILUTION
If you invest in our common stock, your
interest will be diluted immediately to the extent of the difference between the offering price per share and the adjusted net
tangible book value per share of our common stock after this offering.
Our net tangible book value as of March
31, 2020 was approximately $16.2 million, or $0.43 per share (on an as-converted basis with respect to our outstanding shares of
Series A Preferred Stock, excluding conversion of related accumulated and unpaid dividends). “Net tangible book value”
is total assets minus the sum of liabilities and intangible assets. “Net tangible book value per share” is net tangible
book value divided by the total number of shares outstanding.
After giving effect to the sale of the common
stock in this offering at the offering price set forth on the cover page of this prospectus supplement and after deducting estimated
placement agent fees and expenses payable by us, our as adjusted net tangible book value as of March 31, 2020 would have been approximately
$26.8 million or $0.62 per share of common stock. This represents an immediate increase in net tangible book value of $0.19 per
share to our existing stockholders and an immediate dilution in net tangible book value of $1.63 per share to investors participating
in this offering. The following table illustrates this dilution per share to investors participating in this offering:
Offering price per share
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$
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2.25
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Net tangible book value per share as of March 31, 2020
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$
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0.43
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Increase per share attributable to this offering
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$
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0.19
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As adjusted net tangible book value per share as of March 31, 2020 after this offering
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$
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0.62
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Dilution per share to new investors participating in this offering
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$
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1.63
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The information above
is as of March 31, 2020 and excludes, as of that date:
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Approximately 1,383,591 shares of our common stock issuable upon exercise of outstanding stock options under our equity incentive plans having a weighted average exercise price of $4.77 per share; and
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Approximately 6,512,516 shares of our common stock issuable upon the exercise of outstanding warrants, with a weighted average exercise price was $4.56 per share.
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PLAN OF DISTRIBUTION
We engaged The Special Equities Group, LLC,
a division of Bradley Woods & Co., Ltd., as our placement agent to solicit offers to purchase the securities in this offering.
The placement agent is not purchasing or selling any of the securities we are offering, and it is not required to arrange the purchase
or sale of any specific number of securities or dollar amount, but has agreed to use reasonable best efforts to arrange for the
sale of the securities.
The placement agent proposes to arrange
for the sale of the securities we are offering pursuant to this prospectus supplement to one or more investors through securities
purchase agreements directly between the purchasers and us. We established the price following negotiations with the placement
agent and prospective investors and with reference to the prevailing market price of our common stock, recent trends in such price
and other factors. It is possible that not all of the securities we are offering pursuant to this prospectus supplement will be
sold at the closing, in which case our net proceeds would be reduced. We anticipate that the sale of the securities will be completed
on the date indicated on the cover page of this prospectus supplement, subject to customary closing conditions. On the closing
date, the following will occur:
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We will receive funds in the amount of the aggregate purchase price;
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The placement agent will receive the placement agent fees; and
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We will deliver the securities to the investors.
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In connection with this offering, the placement
agent may distribute this prospectus supplement and the accompanying prospectus electronically.
We will pay the placement agent a cash fee
equal to 5.0% of the gross proceeds we receive in the offering. We have also agreed to reimburse the placement agent for its legal
expenses in connection with the offering in the amount of $20,000.
We currently anticipate that the sale of
securities offered by this prospectus supplement and the accompanying base prospectus will be completed on or about May 13, 2020
subject to customary closing conditions. At the closing, The Depository Trust Company will credit the shares of common stock to
the respective accounts of the purchasers. The estimated offering expenses payable by us, excluding the placement agent fees payable
to the placement agent, will be approximately $90,000, which includes legal and printing costs and various other fees associated
with registering and listing the common stock. After deducting the placement agent fees and our estimated offering expenses, we
expect the net proceeds from this offering to be approximately $10.6 million.
We have agreed to indemnify the placement
agent against certain liabilities, including liabilities under the Securities Act, and liabilities arising from breaches and representations
and warranties. We have also agreed to contribute to payments the placement agent may be required to make in respect of such liabilities.
The placement agent may be deemed to be
an underwriter within the meaning of Section 2(a)(11) of the Securities Act, and any commissions received by it and any profit
realized on the resale of the securities sold by them while acting as principal might be deemed to be underwriting discounts or
commissions under the Securities Act. As an underwriter, the placement agent would be required to comply with the requirements
of the Securities Act and the Exchange Act, including, without limitation, Rule 415(a)(4) under the Securities Act and Rule 10b-5
and Regulation M under the Exchange Act. These rules and regulations may limit the timing of purchases and sales of securities
by the placement agent acting as principal. Under these rules and regulations, the placement agent:
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may not engage in any stabilization activity in connection with our securities; and
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may not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities, other than as permitted under the Exchange Act, until it has completed its participation in the distribution.
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Electronic Distribution
A prospectus supplement in electronic format
may be made available on websites or through other online services maintained by the placement agent of the offering, or by its
affiliates. Other than the prospectus supplement and the accompanying prospectus in electronic format, the information on the placement
agent’s website and any information contained in any other website maintained by the placement agent is not part of this
prospectus supplement or the registration statement of which this prospectus supplement and accompanying prospectus form a part,
has not been approved and/or endorsed by us or the placement agent in its capacity as a placement agent and should not be relied
upon by investors.
Nasdaq Listing
Our common stock is listed on the Nasdaq
Capital Market under the symbol “VUZI”.
LEGAL MATTERS
The validity of the securities being offered
under this prospectus by us will be passed upon for us by Sichenzia Ross Ference LLP, New York, New York. The placement agent is
being represented in connection with this offering by Ellenoff Grossman & Schole LLP, New York, New York.
EXPERTS
The consolidated financial statements of
Vuzix Corporation as of December 31, 2019 and 2018, and for each of the three years in the period ended December 31, 2019, and
the effectiveness of internal control over financial reporting as of December 31, 2019, appearing in Vuzix Corporation’s
Annual Report on Form 10-K for the year ended December 31, 2019, have been audited by Freed Maxick CPAs, P.C., as set forth in
its report thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated
herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the reporting requirements
of the Exchange Act and file annual, quarterly and current reports, proxy statements and other information with the SEC. These
reports, proxy statements and other information are available at the SEC’s website at http://www.sec.gov.
This prospectus supplement and the accompanying
prospectus are only part of a registration statement on Form S-3 that we have filed with the SEC under the Securities Act and therefore
omit certain information contained in the registration statement. We have also filed exhibits and schedules with the registration
statement that are excluded from this prospectus supplement and the accompanying prospectus, and you should refer to the applicable
exhibit or schedule for a complete description of any statement referring to any contract or other document. The registration statement,
including the exhibits and schedules, without charge, are available at the SEC’s website.
We also maintain a
website at www.vuzix.com, through which you can access our SEC filings. The information set forth on our website is not part of
this prospectus supplement or the accompanying prospectus.
INCORPORATION OF DOCUMENTS BY REFERENCE
The SEC allows us to “incorporate
by reference” the information we file with the SEC. This permits us to disclose important information to you by referring
to these filed documents. Any information referred to in this way is considered part of this prospectus supplement. The information
incorporated by reference is an important part of this prospectus supplement and the accompanying prospectus, and information that
we file later with the SEC will automatically update and supersede this information. We incorporate by reference the following
documents that have been filed with the SEC (other than information furnished under Item 2.02 or Item 7.01 of Form 8-K
and all exhibits related to such items):
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our Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on March 16, 2020;
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our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020 filed with the SEC on May 11, 2020;
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our Current Reports on Form 8-K filed with the SEC on April 22, 2020 and May 6, 2020;
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the description of our common stock contained in our Registration Statement on Form 8-A filed with the SEC on January 26, 2015 (File No. 001-35955), including any amendment or report filed for the purpose of updating such description; and
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all reports and other documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this prospectus and prior to the termination of this offering.
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Any information in any of the foregoing
documents will automatically be deemed to be modified or superseded to the extent that information in this prospectus supplement
and the accompanying prospectus or in a later filed document that is incorporated or deemed to be incorporated herein by reference
modifies or replaces such information.
We will provide, upon written or oral request,
without charge to each person, including any beneficial owner, to whom a copy of this prospectus supplement and the accompanying
prospectus is delivered, a copy of any or all of the information incorporated herein by reference (exclusive of exhibits to such
documents unless such exhibits are specifically incorporated by reference herein). You may request a copy of any or all of these
filings, at no cost, by writing or telephoning us at: Steven D. Ward, Vuzix Corporation, 25 Hendrix Road, Suite A, West Henrietta,
New York 14586, telephone number 585-359-5900.
PROSPECTUS
$100,000,000
Vuzix Corporation
Common Stock
Preferred Stock
Warrants
Units
We may from time to time, in
one or more offerings at prices and on terms that we will determine at the time of each offering, sell common stock, preferred
stock, warrants, or a combination of these securities, or units, for an aggregate initial offering price of up to $100,000,000.
This prospectus describes the general manner in which our securities may be offered using this prospectus. Each time we offer and
sell securities, we will provide you with a prospectus supplement that will contain specific information about the terms of that
offering. Any prospectus supplement may also add, update, or change information contained in this prospectus. You should carefully
read this prospectus and the applicable prospectus supplement as well as the documents incorporated or deemed to be incorporated
by reference in this prospectus before you purchase any of the securities offered hereby.
This prospectus may not be used
to offer and sell securities unless accompanied by a prospectus supplement.
Our common stock is currently
traded on the NASDAQ Capital Market under the symbol “VUZI.” On May 31, 2019, the last reported sales price for our
common stock was $2.08 per share. We will apply to list any shares of common stock sold by us under this prospectus and any prospectus
supplement on the NASDAQ Capital Market. The prospectus supplement will contain information, where applicable, as to any other
listing of the securities on the NASDAQ Capital Market or any other securities market or exchange covered by the prospectus supplement.
The aggregate market value of our outstanding common stock held by non-affiliates as of the date of this prospectus was approximately $68,125,855, based on 27,602,803 shares of common stock outstanding, 23,820,229 of which were held by non-affiliates,
and a per share price of $2.86 based on the closing sale price of our common stock on April 16, 2019. We have sold no securities
pursuant to General Instructions I.B.6 of Form S-3 during the prior 12 calendar month period that ends on, and includes, the date
of this prospectus.
The securities offered by this prospectus
involve a high degree of risk. See “Risk Factors” beginning on page 5, in addition to Risk Factors contained in the
applicable prospectus supplement.
Neither the Securities and
Exchange Commission nor any State securities commission has approved or disapproved of these securities or determined if this prospectus
is truthful or complete. Any representation to the contrary is a criminal offense.
We may offer the securities directly
or through agents or to or through underwriters or dealers. If any agents or underwriters are involved in the sale of the securities
their names, and any applicable purchase price, fee, commission or discount arrangement between or among them, will be set forth,
or will be calculable from the information set forth, in an accompanying prospectus supplement. We can sell the securities through
agents, underwriters or dealers only with delivery of a prospectus supplement describing the method and terms of the offering of
such securities. See “Plan of Distribution.”
This prospectus is dated June 13, 2019
Table of Contents
You should rely only on the information
contained or incorporated by reference in this prospectus or any prospectus supplement. We have not authorized anyone to provide
you with information different from that contained or incorporated by reference into this prospectus. If any person does provide
you with information that differs from what is contained or incorporated by reference in this prospectus, you should not rely on
it. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this
prospectus. You should assume that the information contained in this prospectus or any prospectus supplement is accurate only as
of the date on the front of the document and that any information contained in any document we have incorporated by reference is
accurate only as of the date of the document incorporated by reference, regardless of the time of delivery of this prospectus or
any prospectus supplement or any sale of a security. These documents are not an offer to sell or a solicitation of an offer to
buy these securities in any circumstances under which the offer or solicitation is unlawful.
ABOUT THIS PROSPECTUS
This prospectus is part of a registration
statement that we filed with the Securities and Exchange Commission, or SEC, using a “shelf” registration process.
Under this shelf registration process, we may sell any combination of the securities described in this prospectus in one of more
offerings up to a total dollar amount of proceeds of $100,000,000. This prospectus describes the general manner in which our securities
may be offered by this prospectus. Each time we sell securities, we will provide a prospectus supplement that will contain specific
information about the terms of that offering. The prospectus supplement may also add, update or change information contained in
this prospectus or in documents incorporated by reference in this prospectus. The prospectus supplement that contains specific
information about the terms of the securities being offered may also include a discussion of certain U.S. Federal income tax consequences
and any risk factors or other special considerations applicable to those securities. To the extent that any statement that we make
in a prospectus supplement is inconsistent with statements made in this prospectus or in documents incorporated by reference in
this prospectus, you should rely on the information in the prospectus supplement. You should carefully read both this prospectus
and any prospectus supplement together with the additional information described under “Where You Can Find More Information”
before buying any securities in this offering.
The terms “Vuzix,” the “Company,”
“we,” “our” or “us” in this prospectus refer to Vuzix Corporation and its wholly-owned subsidiary,
unless the context suggests otherwise.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
This prospectus and the documents and information
incorporated by reference in this prospectus include forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange
Act. These statements are based on our management’s beliefs and assumptions and on information currently available to our
management. Forward-looking statements include statements concerning:
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trends in our operating expenses, including personnel costs, research
and development expense, sales and marketing expense, and general and administrative expense;
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the effect of competitors and competition in our markets;
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our wearable products and their market acceptance and future potential;
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our ability to develop, timely introduce and effectively manage the
introduction of new products and services or improve our existing products and services;
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expected technological advances by us or by third parties and our
ability to leverage them;
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our ability to attract and retain customers;
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our ability to accurately forecast consumer demand and adequately
manage inventory;
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our ability to deliver an adequate supply of product to meet demand;
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our ability to maintain and promote our brand and expand brand awareness;
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our ability to detect, prevent, or fix defects in our products;
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our reliance on third-party suppliers, contract manufacturers and
logistics providers and our limited control over such parties;
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trends in revenue, costs of revenue, and gross margin and our possible
or assumed future results of operations;
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our ability to attract and retain highly skilled employees;
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the impact of foreign currency exchange rates;
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the effect of future regulations;
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the sufficiency of our existing cash and cash equivalent balances
and cash flow from operations to meet our working capital and capital expenditure needs for at least the next 12 months;
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our ability to obtain additional financing, if needed or on acceptable
terms; and
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general market, political, economic and business conditions.
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All statements in this prospectus and the
documents and information incorporated by reference in this prospectus that are not historical facts are forward-looking statements.
We may, in some cases, use terms such as “anticipates,” “believes,” “could,” “estimates,”
“expects,” “intends,” “may,” “plans,” “potential,” “predicts,”
“projects,” “should,” “will,” “would” or similar expressions or the negative of
such items that convey uncertainty of future events or outcomes to identify forward-looking statements.
Forward-looking statements are made based
on management’s beliefs, estimates and opinions on the date the statements are made and we undertake no obligation to update
forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except as may be required
by applicable law. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot
guarantee future results, levels of activity, performance or achievements.
ABOUT VUZIX
We are engaged in the design, manufacture,
marketing and sale of augmented reality wearable display devices also referred to as head mounted displays (or HMDs, but also known
as Video Eyewear or near-eye displays), in the form of Smart Glasses and Augmented Reality (AR) glasses. Our AR wearable display
devices are worn like eyeglasses or attach to a head worn mount. These devices typically include cameras, sensors, and a computer
that enable the user to view, record and interact with video and digital content, such as computer data, the Internet, social media
or entertainment applications. Our wearable display products integrate micro-display technology with our advanced optics to produce
compact high-resolution display engines, less than half an inch diagonally, which when viewed through our smart glasses products
create virtual images that appear comparable in size to that of a computer monitor or a large-screen television.
In the past, see-through HMDs displayed
the real world using semi-transparent mirrors placed in front of the user’s eyes. These HMDs were large and bulky and as
a result, they had little mass-market appeal. We have developed thin optics, called waveguides, that are fully see-through and
enable miniature display engines to be mounted in the temples of the HMD which allows the form factor of our Smart Glasses to be
comparable to conventional eyeglasses. Our Smart Glasses and AR Glasses are designed for all day use cases and are small enough
to fit in a user’s pocket or purse.
We believe that our waveguide optics and
display engines offer a number of significant advantages over other wearable display solutions, including higher contrast, greater
power efficiency, less weight, more compact size, and high brightness images for use outdoors. We also believe that our waveguide
optics give us a substantial advantage over other competitors’ optics, including other waveguides, because our solution allows
us to produce optics that are fully transparent when off while also delivering the high brightness required for AR and enterprise
Smart Glasses applications.
We believe that a key growth area for us
is the consumer electronics, OEM and defense and homeland security markets. Our potential channels to these markets, beyond our
own direct efforts, include supplying mass production of waveguide optics and display engines to select third parties to use in
their products. We believe that our waveguides and compact display engine technologies are a key differentiator for enabling next
generation AR and Smart Glasses hardware for the consumer and enterprise segments because they will ultimately allow us to make
HMDs nearly indistinguishable from regular eyeglasses.
We have developed our own intellectual property
portfolio that includes patents, over 20 years of manufacturing know-how, proprietary processes, materials and equipment to create
high performance waveguides, and near-eye display products. We believe our technology, intellectual property portfolio and position
in the marketplace give us a leadership position in AR and Smart Glasses products and waveguide optics and display engine technology
We reported a net loss of $6,359,761 for
the three months ended March 31, 2019, a net loss of $21,875,713 for the year ended December 31, 2018, a net loss of $19,663,502
for the year ended December 31, 2017, and a net loss of $19,250,082 for the year ended December 31, 2016. We have an accumulated
deficit of $124,626,202 as of March 31, 2019.
Our principal executive offices are located
at 25 Hendrix Road, West Henrietta, New York 14586. Our telephone number is (585) 359-5900. We maintain an Internet website at
www.vuzix.com. The information contained on, connected to or that can be accessed via our website is not part of this prospectus.
We have included our website address in this prospectus as an inactive textual reference only and not as an active hyperlink.
RISK FACTORS
Investing in our securities involves a high
degree of risk. Before making an investment decision, you should consider carefully the risks, uncertainties and other factors
described in our most recent Annual Report on Form 10-K, as supplemented and updated by subsequent quarterly reports on Form 10-Q
and current reports on Form 8-K that we have filed or will file with the SEC, which are incorporated by reference into this prospectus.
Our business, affairs,
prospects, assets, financial condition, results of operations and cash flows could be materially and adversely affected by these
risks. For more information about our SEC filings, please see “Where You Can Find More Information”.
USE OF PROCEEDS
Unless otherwise indicated in a prospectus
supplement, we intend to use the net proceeds from the sale of the securities under this prospectus for general corporate purposes,
including expanding our products, and for general working capital purposes.
DESCRIPTION OF COMMON STOCK
General
We are authorized to issue 100,000,000 shares
of common stock, $0.001 par value per share.
Holders of the Company’s common
stock are entitled to one vote for each share on all matters submitted to a stockholder vote. Holders of common stock do
not have cumulative voting rights. Therefore (subject to the rights of the holders of our Series A Preferred Stock, as
discussed below), holders of a majority of the shares of common stock voting for the election of directors can elect all of
the directors to our Board of Directors. Holders of the Company’s common stock representing one-third of the
voting power of the Company’s capital stock issued, outstanding and entitled to vote, represented in person or by
proxy, are necessary to constitute a quorum at any meeting of stockholders. A vote by the holders of a majority of the
Company’s outstanding shares is required to effectuate certain fundamental corporate changes such as a liquidation,
merger or an amendment to the Company’s certificate of incorporation.
Holders of the Company’s common stock
are entitled to share in all dividends that the Board of Directors, in its discretion, declares from legally available funds. In
the event of a liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all
assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the
common stock. The Company’s common stock has no pre-emptive rights, no conversion rights, and there are no redemption provisions
applicable to the Company’s common stock.
Transfer Agent and Registrar
The transfer agent and registrar for our
common stock is Computershare Trust Company.
Listing
Our common stock is currently traded on
the NASDAQ Capital Market under the symbol “VUZI”.
DESCRIPTION OF PREFERRED STOCK
We are authorized to issue up to 5,000,000
shares of preferred stock, par value $0.001 per share, from time to time, in one or more series.
On December 30, 2014, the Company filed
a Certificate of Designation of Series A Preferred Stock (the “Certificate of Designation”) with the secretary of state
of the State of Delaware, pursuant to which 49,626 shares of preferred stock were designated as Series A Preferred Stock. All such
49,626 shares are currently outstanding and held by Intel Corporation (the “Series A Purchaser”).
Each share of Series A Preferred Stock is
entitled to receive dividends at a rate of 6% per annum, compounded quarterly and payable in cash or in kind, at the Company’s
sole discretion. In the event of a liquidation, dissolution or winding up of the Company, each share of Series A Preferred Stock
is entitled to a liquidation preference equal to one times (1x) the Series A Purchaser’s original per share purchase price,
plus a right to receive an additional liquidation distribution together with the common stock holders pro rata on an as-converted
basis, but not in excess of $1,000 per share in the aggregate (subject to adjustment for accrued but unpaid dividends and in the
event of stock splits, dividends or other combinations). Each share of Series A Preferred Stock is entitled to vote with the holders
of the Company’s common stock on matters presented to its stockholders, and is entitled to cast such number of votes equal
to the whole number of shares of common stock into which such shares of Series A Preferred Stock are convertible. The holders of
record of the Series A Preferred Stock will be entitled to nominate and elect 2 directors to the Company’s Board of Directors
(the “Board Election Right”), at least one of whom will be required to qualify as an “independent” director,
as that term is used in applicable exchange listing rules. The Board Election Right with respect to the independent director will
terminate on such date as the number of shares of Series A Preferred Stock then outstanding is less than 40% of the original amount
purchased by the Series A Purchaser. The Board Election Right with respect to the second director shall terminate on such date
as the number of shares of Series A Preferred Stock then outstanding is less than 20% of the original amount purchased by the Series
A Purchaser. The Series A Purchaser has not yet exercised its Board Election Right. The Company also granted the Series A
Purchaser the right to have a board observer at meetings of the Company’s Board of Directors and committees thereof.
For as long as at least 25% (or 12,406 shares)
of the Series A Preferred Stock is outstanding, the Company may not, without the consent of holders of at least 60% of the then
outstanding shares of Series A Preferred Stock, take certain actions, including but not limited to: (i) liquidate, dissolve, or
wind up the business and affairs of the Company; (ii) amend, alter or repeal any provision of its charter or bylaws in a manner
that adversely effects the rights of the Series A Preferred Stock; (iii) create or issue any capital stock that is equal to or
senior to the Series A Preferred Stock with respect to preferences; (iv) create or issue any debt security, subject to certain
exceptions; (v) pay off any debt obligation prior to its stated maturity date; or (vi) enter into any stockholders’ rights
plan or similar arrangement or take other actions that may limit actions that holders of a majority of the Series A Preferred Stock
can take under Section 203 of the Delaware General Corporation Law, as well as such other customary provisions protecting the rights
of the holder of the Series A Preferred Stock, as are outlined in the Certificate of Designation.
Subject to the foregoing, our Certificate
of Incorporation authorizes our Board of Directors to issue preferred stock from time to time with such designations, preferences,
conversion or other rights, voting powers, restrictions, dividends or limitations as to dividends or other distributions, qualifications
or terms or conditions of redemption as shall be determined by the Board of Directors for each class or series of stock. Preferred
stock is available for possible future financings or acquisitions and for general corporate purposes without further authorization
of stockholders unless such authorization is required by applicable law, the rules of the NASDAQ Capital Market or other securities
exchange or market on which our stock is then listed or admitted to trading.
Our Board of Directors may authorize the
issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the
holders of common stock. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions
and other corporate purposes could, under some circumstances, have the effect of delaying, deferring or preventing a change-in-control
of the Company.
A prospectus supplement relating to any
series of preferred stock being offered will include specific terms relating to the offering. Such prospectus supplement will include:
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the title and stated or par value of the preferred stock;
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the number of shares of the preferred stock offered, the liquidation
preference per share and the offering price of the preferred stock;
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the dividend rate(s), period(s) and/or payment date(s) or method(s)
of calculation thereof applicable to the preferred stock;
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whether dividends shall be cumulative or non-cumulative and, if cumulative,
the date from which dividends on the preferred stock shall accumulate;
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the provisions for a sinking fund, if any, for the preferred stock;
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any voting rights of the preferred stock;
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the provisions for redemption, if applicable, of the preferred stock;
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any listing of the preferred stock on any securities exchange;
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the terms and conditions, if applicable, upon which the preferred
stock will be convertible into our common stock, including the conversion price or the manner of calculating the conversion price
and conversion period;
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if appropriate, a discussion of Federal income tax consequences applicable
to the preferred stock; and
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any other specific terms, preferences, rights, limitations or restrictions
of the preferred stock.
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The terms, if any, on which the preferred
stock may be convertible into or exchangeable for our common stock will also be stated in the preferred stock prospectus supplement.
The terms will include provisions as to whether conversion or exchange is mandatory, at the option of the holder or at our option,
and may include provisions pursuant to which the number of shares of our common stock to be received by the holders of preferred
stock would be subject to adjustment.
DESCRIPTION OF WARRANTS
We may issue warrants for the purchase
of preferred stock or common stock. Warrants may be issued independently or together with any preferred stock or common stock,
and may be attached to or separate from any offered securities. Each series of warrants will be issued under a separate warrant
agreement to be entered into between a warrant agent specified in the agreement and us. The warrant agent will act solely as our
agent in connection with the warrants of that series and will not assume any obligation or relationship of agency or trust for
or with any holders or beneficial owners of warrants. This summary of some provisions of the securities warrants is not complete.
You should refer to the securities warrant agreement, including the forms of securities warrant certificate representing the securities
warrants, relating to the specific securities warrants being offered for the complete terms of the securities warrant agreement
and the securities warrants. The securities warrant agreement, together with the terms of the securities warrant certificate and
securities warrants, will be filed with the SEC in connection with the offering of the specific warrants.
The applicable prospectus supplement will
describe the following terms, where applicable, of the warrants in respect of which this prospectus is being delivered:
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the title of the warrants;
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the aggregate number of the warrants;
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the price or prices at which the warrants will be issued;
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the designation, amount and terms of the offered securities purchasable
upon exercise of the warrants;
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if applicable, the date on and after which the warrants and the offered
securities purchasable upon exercise of the warrants will be separately transferable;
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the terms of the securities purchasable upon exercise of such warrants
and the procedures and conditions relating to the exercise of such warrants;
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any provisions for adjustment of the number or amount of securities
receivable upon exercise of the warrants or the exercise price of the warrants;
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the price or prices at which and currency or currencies in which the
offered securities purchasable upon exercise of the warrants may be purchased;
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the date on which the right to exercise the warrants shall commence
and the date on which the right shall expire;
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the minimum or maximum amount of the warrants that may be exercised
at any one time;
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information with respect to book-entry procedures, if any;
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if appropriate, a discussion of Federal income tax consequences; and
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any other material terms of the warrants, including terms, procedures
and limitations relating to the exchange and exercise of the warrants.
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Warrants for the purchase of common stock
or preferred stock will be offered and exercisable for U.S. dollars only. Warrants will be issued in registered form only.
Upon receipt of payment and the warrant
certificate properly completed and duly executed at the corporate trust office of the warrant agent or any other office indicated
in the applicable prospectus supplement, we will, as soon as practicable, forward the purchased securities. If less than all of
the warrants represented by the warrant certificate are exercised, a new warrant certificate will be issued for the remaining warrants.
Prior to the exercise of any securities
warrants to purchase preferred stock or common stock, holders of the warrants will not have any of the rights of holders of the
common stock or preferred stock purchasable upon exercise, including in the case of securities warrants for the purchase of common
stock or preferred stock, the right to vote or to receive any payments of dividends on the preferred stock or common stock purchasable
upon exercise.
DESCRIPTION OF UNITS
As specified in the applicable prospectus
supplement, we may issue units consisting of shares of common stock, shares of preferred stock or warrants or any combination of
such securities.
The applicable prospectus supplement will
specify the following terms of any units in respect of which this prospectus is being delivered:
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the terms of the units and of any of the common stock, preferred stock
and warrants comprising the units, including whether and under what circumstances the securities comprising the units may be traded
separately;
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a description of the terms of any unit agreement governing the units;
and
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a description of the provisions for the payment, settlement, transfer
or exchange of the units.
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PLAN OF DISTRIBUTION
We may sell the securities offered through
this prospectus (i) to or through underwriters or dealers, (ii) directly to purchasers, including our affiliates, (iii) through
agents, or (iv) through a combination of any these methods. The securities may be distributed at a fixed price or prices, which
may be changed, market prices prevailing at the time of sale, prices related to the prevailing market prices, or negotiated prices.
The prospectus supplement will include the following information:
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the terms of the offering;
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the names of any underwriters or agents;
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the name or names of any managing underwriter or underwriters;
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the purchase price of the securities;
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any over-allotment options under which underwriters may purchase additional
securities from us;
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the net proceeds from the sale of the securities;
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any delayed delivery arrangements;
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any underwriting discounts, commissions and other items constituting
underwriters’ compensation;
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any initial public offering price;
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any discounts or concessions allowed or reallowed or paid to dealers;
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any commissions paid to agents; and
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any securities exchange or market on which the securities may be listed.
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Sale Through Underwriters or Dealers
Only underwriters named in the prospectus
supplement are underwriters of the securities offered by the prospectus supplement.
If underwriters are used in the sale, the
underwriters will acquire the securities for their own account, including through underwriting, purchase, security lending or repurchase
agreements with us. The underwriters may resell the securities from time to time in one or more transactions, including negotiated
transactions. Underwriters may sell the securities in order to facilitate transactions in any of our other securities (described
in this prospectus or otherwise), including other public or private transactions and short sales. Underwriters may offer securities
to the public either through underwriting syndicates represented by one or more managing underwriters or directly by one or more
firms acting as underwriters. Unless otherwise indicated in the prospectus supplement, the obligations of the underwriters to purchase
the securities will be subject to certain conditions, and the underwriters will be obligated to purchase all the offered securities
if they purchase any of them. The underwriters may change from time to time any initial public offering price and any discounts
or concessions allowed or reallowed or paid to dealers.
If dealers are used in the sale of securities
offered through this prospectus, we will sell the securities to them as principals. They may then resell those securities to the
public at varying prices determined by the dealers at the time of resale. The prospectus supplement will include the names of the
dealers and the terms of the transaction.
Direct Sales and Sales Through Agents
We may sell the securities offered through
this prospectus directly. In this case, no underwriters or agents would be involved. Such securities may also be sold through agents
designated from time to time. The prospectus supplement will name any agent involved in the offer or sale of the offered securities
and will describe any commissions payable to the agent. Unless otherwise indicated in the prospectus supplement, any agent will
agree to use its reasonable best efforts to solicit purchases for the period of its appointment.
We may sell the securities directly to institutional
investors or others who may be deemed to be underwriters within the meaning of the Securities Act with respect to any sale of those
securities. The terms of any such sales will be described in the prospectus supplement.
Delayed Delivery Contracts
If the prospectus supplement indicates,
we may authorize agents, underwriters or dealers to solicit offers from certain types of institutions to purchase securities at
the public offering price under delayed delivery contracts. These contracts would provide for payment and delivery on a specified
date in the future. The contracts would be subject only to those conditions described in the prospectus supplement. The applicable
prospectus supplement will describe the commission payable for solicitation of those contracts.
Continuous Offering Program
Without limiting the generality of the foregoing,
we may enter into a continuous offering program equity distribution agreement with a broker-dealer, under which we may offer and
sell shares of our common stock from time to time through a broker-dealer as our sales agent. If we enter into such a program,
sales of the shares of common stock, if any, will be made by means of ordinary brokers’ transactions on the NASDAQ Capital
Market at market prices, block transactions and such other transactions as agreed upon by us and the broker-dealer. Under the terms
of such a program, we also may sell shares of common stock to the broker-dealer, as principal for its own account at a price agreed
upon at the time of sale. If we sell shares of common stock to such broker-dealer as principal, we will enter into a separate terms
agreement with such broker-dealer, and we will describe this agreement in a separate prospectus supplement or pricing supplement.
Market Making, Stabilization and Other Transactions
Unless the applicable prospectus supplement
states otherwise, other than our common stock, all securities we offer under this prospectus will be a new issue and will have
no established trading market. We may elect to list offered securities on an exchange or in the over-the-counter market. Any underwriters
that we use in the sale of offered securities may make a market in such securities, but may discontinue such market making at any
time without notice. Therefore, we cannot assure you that the securities will have a liquid trading market.
Any underwriter may also engage in stabilizing
transactions, syndicate covering transactions and penalty bids in accordance with Rule 104 under the Securities Exchange Act.
Stabilizing transactions involve bids to purchase the underlying security in the open market for the purpose of pegging, fixing
or maintaining the price of the securities. Syndicate covering transactions involve purchases of the securities in the open market
after the distribution has been completed in order to cover syndicate short positions.
Penalty bids permit the underwriters to
reclaim a selling concession from a syndicate member when the securities originally sold by the syndicate member are purchased
in a syndicate covering transaction to cover syndicate short positions. Stabilizing transactions, syndicate covering transactions
and penalty bids may cause the price of the securities to be higher than it would be in the absence of the transactions. The underwriters
may, if they commence these transactions, discontinue them at any time.
General Information
Agents, underwriters, and dealers may be
entitled, under agreements entered into with us, to indemnification by us against certain liabilities, including liabilities under
the Securities Act. Our agents, underwriters, and dealers, or their affiliates, may be customers of, engage in transactions with
or perform services for us, in the ordinary course of business.
LEGAL MATTERS
The validity of the issuance of the securities
offered by this prospectus will be passed upon for us by Sichenzia Ross Ference LLP, New York, New York.
EXPERTS
The consolidated financial statements of
Vuzix Corporation as of and for the years ended December 31, 2018 and 2017, and for the year ended December 31, 2016, appearing
in Vuzix Corporation’s Annual Report on Form 10-K for the year ended December 31, 2018, have been audited by Freed Maxick
CPAs, P.C., as set forth in its report thereon, included therein, and incorporated herein by reference. Such consolidated financial
statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in
accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports,
along with other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC’s website
at http://www.sec.gov.
This prospectus is part of a registration
statement on Form S-3 that we filed with the SEC to register the securities offered hereby under the Securities Act of 1933, as
amended. This prospectus does not contain all of the information included in the registration statement, including certain exhibits
and schedules. You may obtain the registration statement and exhibits to the registration statement from the SEC from the SEC’s
internet site.
INCORPORATION OF CERTAIN DOCUMENTS BY
REFERENCE
This prospectus is part of a registration
statement filed with the SEC. The SEC allows us to “incorporate by reference” into this prospectus the information
that we file with them, which means that we can disclose important information to you by referring you to those documents. The
information incorporated by reference is considered to be part of this prospectus, and information that we file later with the
SEC will automatically update and supersede this information. The following documents are incorporated by reference and made a
part of this prospectus:
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our Annual Report on Form 10-K for the
year ended December 31, 2018 filed with the SEC on March 15, 2019;
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our Quarterly Report on Form
10-Q for the quarterly period ended March 31, 2019 filed with the SEC on May 9, 2019;
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our Definitive Proxy Statement on Schedule 14A filed with the SEC
on April 24, 2019;
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the description of our common stock contained in the our Registration
Statement on Form 8-A filed with the SEC on January 26, 2015 (File No. 001-35955), including any amendment or report filed
for the purpose of updating such description; and
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all reports and other documents subsequently filed by us pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this prospectus and prior to the termination of this
offering.
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We also incorporate
by reference into this prospectus all documents filed by us with the SEC pursuant to Sections 12(a), 13(c), 14 or 15(d) of the
Exchange Act prior to the termination of any offering of securities made by this prospectus. Nothing in this prospectus shall be
deemed to incorporate information furnished but not filed with the SEC (including without limitation, information furnished under
Item 2.02 or Item 7.01 of Form 8-K, and any exhibits relating to such information).
Any statement contained
in this prospectus or in a document incorporated or deemed to be incorporated by reference in this prospectus shall be deemed to
be modified or superseded for purposes of this prospectus to the extent that a statement contained herein or in the applicable
prospectus supplement or in any other subsequently filed document which also is or is deemed to be incorporated by reference modifies
or supersedes the statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this prospectus.
The information about us contained in this
prospectus should be read together with the information in the documents incorporated by reference. You may request a copy of any
or all of these filings, at no cost, by writing or telephoning us at: Steven D. Ward, Vuzix Corporation, 25 Hendrix Road, West
Henrietta, New York 14586, telephone number 585-359-5900.
5,000,000 Shares of Common Stock
PROSPECTUS SUPPLEMENT
The Special Equities Group, LLC
a division of Bradley Woods & Co.,
Ltd.
May 11, 2020
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