Filed pursuant to Rule 424(b)(3)
Under the Securities Act of 1933, as amended
Registration No. 333-282438
PROSPECTUS
Vuzix Corporation
7,692,307 Shares of Common Stock
Pursuant to this prospectus,
the selling stockholder identified herein is offering on a resale basis up to 7,692,307 shares of common stock of Vuzix Corporation.
The shares were issued pursuant to a securities purchase agreement between us and the selling stockholder.
We will not receive any of
the proceeds from the sale by the selling stockholder of the common stock.
The selling stockholder may
sell or otherwise dispose of the shares covered by this prospectus in a number of different ways and at varying prices. We provide more
information about how the selling stockholder may sell or otherwise dispose of the shares covered by this prospectus in the section entitled
“Plan of Distribution” on page 7. Discounts, concessions, commissions and similar selling expenses attributable to the
sale of shares covered by this prospectus will be borne by the selling stockholder. We will pay all expenses (other than discounts, concessions,
commissions and similar selling expenses) relating to the registration of the shares with the Securities and Exchange Commission, or
the SEC.
You should carefully read
this prospectus together with the documents we incorporate by reference, before you invest in our common stock.
Our common stock is listed
on The Nasdaq Capital Market under the symbol “VUZI.” On October 28, 2024, the last reported sale price for our common
stock was $1.30 per share.
Investing
in our common stock involves substantial risk. Please read “Risk Factors” beginning on page 6 of
this prospectus and in the documents we incorporate by reference.
Neither the SEC nor any
state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus.
Any representation to the contrary is a criminal offense.
The date of this prospectus is November 6,
2024.
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
This prospectus is part of
a registration statement that we have filed with the SEC pursuant to which the selling stockholder named herein may, from time to time,
offer and sell or otherwise dispose of the shares of our common stock covered by this prospectus. You should not assume that the information
contained in this prospectus is accurate on any date subsequent to the date set forth on the front cover of this prospectus or that any
information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference,
even though this prospectus is delivered or shares of common stock are sold or otherwise disposed of on a later date. It is important
for you to read and consider all information contained in this prospectus, including the documents incorporated by reference therein,
in making your investment decision. You should also read and consider the information in the documents to which we have referred you
under “Where You Can Find More Information” and “Information Incorporated by Reference” in this prospectus.
We have not authorized anyone
to give any information or to make any representation to you other than those contained or incorporated by reference in this prospectus. You
must not rely upon any information or representation not contained or incorporated by reference in this prospectus. This prospectus
does not constitute an offer to sell or the solicitation of an offer to buy any of our shares of common stock other than the shares of
our common stock covered hereby, nor does this prospectus constitute an offer to sell or the solicitation of an offer to buy any securities
in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. Persons who come
into possession of this prospectus in jurisdictions outside the United States are required to inform themselves about, and to observe,
any restrictions as to the offering and the distribution of this prospectus applicable to those jurisdictions.
Unless we have indicated
otherwise, or the context otherwise requires, references in this prospectus to “Vuzix,” the “Company,” “we,”
“us” and “our” refer to Vuzix Corporation.
PROSPECTUS SUMMARY
This summary highlights
certain information appearing elsewhere in this prospectus and in the documents we incorporate by reference into this prospectus. The
summary is not complete and does not contain all of the information that you should consider before investing in our common stock. After
you read this summary, you should read and consider carefully the entire prospectus and the more detailed information and financial statements
and related notes that are incorporated by reference into this prospectus. If you invest in our shares, you are assuming a high degree
of risk.
About Us—Business Overview
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 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, defense, industrial, medical and commercial markets.
All of the mobile display and mobile electronics markets in which we compete have been subject to rapid technological change 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 technology, intellectual property portfolio and position in the marketplace give us a leadership position in AR and Smart
Glasses products, waveguide optics and display engine technology.
All
of the mobile displays and wearable and mobile electronics markets in which we compete, including mobile and wearable displays and electronics,
have been and continue to be subject to consistent and rapid technological change, with ever greater capabilities and performance, including
mobile devices with larger screen sizes and improved display resolutions as well as, in many cases, reductions in pricing for mobile
devices. 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.
About this Offering
On
September 3, 2024, we entered into a securities purchase agreement (the “Purchase Agreement”) with Quanta Computer Inc.
(“Quanta”), for the sale by the Company to Quanta of (i) $10,000,000 of the Company’s common stock, and (ii) up
to $10,000,000 of the Company’s newly created Series B Preferred Stock.
The
first closing under the Purchase Agreement, for the sale of 7,692,307 shares of common stock at a purchase price of $1.30 per share,
occurred on September 13, 2024.
The
second closing under the Purchase Agreement, for the sale of $5,000,000 of the Company’s Series B Preferred Stock, at a purchase
price per share equal to the higher of (a) $13.00 or (b) ten times the volume-weighted average sale price of the common stock
for the thirty trading days before the date on which the conditions for the second closing are met, will occur fifteen business days
after the day on which closing conditions for such closing are met or waived, or such other date as may be agreed to between the Company
and Quanta. The second closing will be subject to, among other closing conditions, the Waveguide Plate Production Capacity Rate (as defined
under the Purchase Agreement) at the Company’s Rochester waveguide manufacturing plant being reasonably demonstrated to reach certain
production levels and yields based on a Sampled run-rate basis (as defined in the Purchase Agreement).
The
third closing under the Purchase Agreement, for the sale of $5,000,000 of the Company’s Series B Preferred Stock, at a purchase
price per share equal to the higher of (a) $13.00 or (b) ten times the volume-weighted average sale price of the common stock
for the thirty trading days before the date on which the conditions for the third closing are met, will occur fifteen business days after
the day on which closing conditions for such closing are met or waived, or such other date as may be agreed to between the Company and
Quanta. The third closing will be subject to, among other closing conditions, the Waveguide Plate Production Capacity Rate at the Company’s
Rochester waveguide manufacturing plant being reasonably demonstrated to reach certain production levels and yields based on a Sampled
run-rate basis.
The
Purchase Agreement may be terminated by either party if the second closing has not occurred by September 3, 2025 (12 months from
the date of the Purchase Agreement), or if the third closing has not occurred by March 3, 2026 (18 months from the date of the Purchase
Agreement).
In
connection with the Purchase Agreement, on September 3, 2024, the Company and Quanta entered into a registration rights agreement,
and on October 28, 2024, we entered into an amendment to the registration rights agreement. Pursuant to the registration rights
agreement, as amended, the Company agreed to use commercially reasonable efforts to file a registration statement with the Securities
and Exchange Commission for the resale of the shares of common stock issued in the first closing under the Purchase Agreement, by October 28,
2024 (45 days from the first closing under the Purchase Agreement), and to have such registration statement declared effective by November 12,
2024 (60 days from the first closing (or December 12, 2024 (90 days) if the registration statement is reviewed by the SEC)). The
Company also agreed to use commercially reasonable efforts to file a registration statement with the SEC for the (i) resale of the
shares issuable upon conversion of the shares of Series B Preferred Stock issued in the second closing, within 45 days of the second
closing under the Purchase Agreement, and to have such registration statement declared effective within 60 days of the second closing
(or 90 days if the registration statement is reviewed by the SEC) and (ii) resale of the shares issuable upon conversion of the
shares of Series B Preferred Stock issued in the third closing, within 45 days of the third closing under the Purchase Agreement,
and to have such registration statement declared effective within 60 days of the third closing (or 90 days if the registration statement
is reviewed by the SEC)
In
connection with the Purchase Agreement, on September 3, 2024, the Company filed a certificate of designation of Series B Preferred
Stock with the Secretary of State of Delaware. Pursuant to the certificate of designation, the Company designated 800,000 shares as Series B
Preferred Stock. The Series B Preferred Stock following issuance will entitle the holders to cumulative dividends at the annual
rate of 1.5% of the original issuance price, payable quarterly. Upon any liquidation of the Company, holders of Series B Preferred
Stock will be entitled to receive the original issuance price, plus any accrued dividends, prior to any payments to holders of common
stock. Each share of Series B Preferred Stock will be convertible, at the option of the holder, into ten shares of common stock,
subject to adjustment for stock splits, stock dividends, and similar transactions. If a Triggering Event (as defined in the certificate
of designation) occurs, holders may, at their option, require the Company to redeem the Series B Preferred Stock at a redemption
price equal to the original issuance price plus any accrued dividends. The Company may, at its option at any time, redeem the Series B
Preferred Stock. The Series B Preferred Stock will not entitle the holders to voting rights, except with respect to certain actions
which will require the consent of the holders of 66 2/3% of the outstanding shares of Series B Preferred Stock, or as required by
law.
This
prospectus covers the resale by Quanta of up to 7,692,307 shares of common stock, which were issued under the first closing under the
Purchase Agreement .
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus includes
forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange
Act of 1934, as amended, or the Exchange Act. Forward-looking statements give current expectations or forecasts of future events or our
future financial or operating performance. We may, in some cases, use words such as “anticipate,” “believe,”
“could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,”
“predict,” “project,” “should,” “will,” “would” or the negative of those
terms, and similar expressions that convey uncertainty of future events or outcomes to identify these forward-looking statements.
These forward-looking statements
reflect our management’s beliefs and views with respect to future events, are based on estimates and assumptions as of the date
of this prospectus and are subject to risks and uncertainties, many of which are beyond our control, that could cause our actual results
to differ materially from those in these forward-looking statements. We discuss many of these risks in greater detail in this prospectus
under “Risk Factors” and in our Annual Report on Form 10-K filed with the SEC on April 15, 2024, as well as those
described in the other documents we file with the SEC. Moreover, new risks emerge from time to time. It is not possible for our management
to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of
factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. Given these
uncertainties, you should not place undue reliance on these forward-looking statements.
We undertake no obligation
to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as
may be required by applicable laws or regulations.
RISK FACTORS
An investment in our securities
involves a high degree of risk. Before deciding whether to invest in our securities, you should consider carefully the risks and uncertainties
discussed below, as well as those under the heading “Risk Factors” contained in our annual report on Form 10-K for the year ended December 31, 2023 as filed with the SEC, and as incorporated by reference in this prospectus, as the same may be amended,
supplemented or superseded by the risks and uncertainties described under similar headings in the other documents that are filed by us
after the date hereof and incorporated by reference into this prospectus.
Risks Relating to This Offering
The sale of a substantial
amount of our common stock, including resale of the shares of common stock by the selling stockholder in the public market, could adversely
affect the market price of our common stock.
We are registering for resale
up to 7,692,307 shares of common stock by the selling stockholder. Sales of substantial amounts of our common stock in the public market,
or the perception that such sales might occur, could adversely affect the market price of our common stock. We cannot predict if and
when the selling stockholder may sell such shares in the public market.
USE OF PROCEEDS
We will not receive any of
the proceeds from any sale or other disposition of the shares of common stock covered by this prospectus. All proceeds from the sale
of the shares will be paid directly to the selling stockholder.
SELLING STOCKHOLDER
We are registering 7,692,307
shares of common stock for resale by the selling stockholder, in order to permit the selling stockholder to offer the shares for resale
from time to time. Except with respect to being the investor under the Purchase Agreement (see “Prospectus Summary”), the
selling stockholder has not had any material relationship with us within the past three years. The selling stockholder is not a broker-dealer
or an affiliate of a broker-dealer.
The table below lists the
selling stockholder and other information regarding the beneficial ownership of the shares of common stock by the selling stockholder.
The second column lists the number of shares of common stock beneficially owned by the selling stockholder. The third column lists the
shares of common stock being offered by this prospectus by the selling stockholder.
| Selling Stockholder | |
Number of
Shares
of Common
Stock
Owned
Prior to
Offering (2) | | |
Number of
Shares
of Common
Stock
Offered(3) | | |
Number of
Shares of
Common
Stock
Owned
After
Offering (4) | | |
Percentage
of
Common
Stock
Owned
After
Offering (5) | |
| Quanta Computer Inc. (1) | |
| 7,692,307 | | |
| 7,692,307 | | |
| 0 | | |
| - | |
| (1) |
The control persons of
the selling stockholder are Mr. Barry Lam and Mr. C.C. Leung. |
| (2) |
Under applicable SEC rules,
a person is deemed to beneficially own securities which the person has the right to acquire within 60 days through the exercise of
any option or warrant or through the conversion of a convertible security. Also under applicable SEC rules, a person is deemed to
be the “beneficial owner” of a security with regard to which the person directly or indirectly, has or shares (a) voting
power, which includes the power to vote or direct the voting of the security, or (b) investment power, which includes the power
to dispose, or direct the disposition, of the security, in each case, irrespective of the person’s economic interest in the
security. |
| (3) |
Represents shares issued
under the first closing under the Purchase Agreement. |
| (4) |
Represents the number of
shares that will be held by the selling stockholder after completion of this offering based on the assumptions that (a) all
shares registered for resale by the registration statement of which this prospectus is part will be sold and (b) no other shares
of common stock are acquired or sold by the selling stockholder prior to completion of this offering. However, the selling stockholder
may sell all, some or none of such shares offered pursuant to this prospectus or sell some or all of their shares pursuant to an
exemption from the registration provisions of the Securities Act, including under Rule 144. |
| (5) |
Based on 73,615,485 shares
of common stock outstanding as of October 28, 2024, and assumes that all of the shares offered by the selling stockholder hereunder
will have been sold. |
PLAN OF DISTRIBUTION
The selling stockholder,
including its transferees, pledgees or donees or their respective successors, may, from time to time, sell, transfer or otherwise dispose
of any or all of their shares of common stock or interests in shares of common stock on any stock exchange, market or trading facility
on which the shares are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at
the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated
prices.
The selling stockholder
may use any one or more of the following methods when disposing of shares or interests therein:
| |
· |
ordinary brokerage transactions
and transactions in which the broker-dealer solicits purchasers; |
| |
· |
block trades in which the
broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate
the transaction; |
| |
· |
purchases by a broker-dealer
as principal and resale by the broker-dealer for its account; |
| |
· |
an exchange distribution
in accordance with the rules of the applicable exchange; |
| |
· |
privately negotiated transactions; |
| |
· |
short sales effected after
the date the registration statement of which this prospectus is a part is declared effective by the SEC; |
| |
· |
through the writing or
settlement of options or other hedging transactions, whether through an options exchange or otherwise; |
| |
· |
broker-dealers may agree
with the selling stockholder to sell a specified number of such shares at a stipulated price per share; |
| |
· |
a combination of any such
methods of sale; and |
| |
· |
any other method permitted
by applicable law. |
The selling stockholder
may, from time to time, pledge or grant a security interest in some or all of the shares of common stock owned by it and, if it defaults
in the performance of its secured obligations, the pledgees or secured parties may offer and sell the shares of common stock, from time
to time, under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision
of the Securities Act, amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as
selling stockholders under this prospectus. The selling stockholder also may transfer the shares of common stock in other circumstances,
in which case the transferees, pledgees or other successors in interest will be the selling stockholders for purposes of this prospectus.
In connection with the sale
of our common stock or interests therein, the selling stockholder may enter into hedging transactions with broker-dealers or other financial
institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions they assume. The selling
stockholder may also sell shares of our common stock short and deliver these securities to close out their short positions, or loan or
pledge the common stock to broker-dealers that in turn may sell these securities. The selling stockholder may also enter into option
or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which
require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer
or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
The aggregate proceeds to
the selling stockholder from the sale of the common stock offered by it will be the purchase price of the common stock less discounts
or commissions, if any. The selling stockholder reserves the right to accept and, together with its agents from time to time, to reject,
in whole or in part, any proposed purchase of common stock to be made directly or through agents. We will not receive any of the proceeds
from this offering.
The selling stockholder
also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, provided
that it meets the criteria and conforms to the requirements of that rule, or another available exemption from the registration requirements
of the Securities Act.
The selling stockholder
and any underwriters, broker-dealers or agents that participate in the sale of the common stock or interests therein may be “underwriters”
within the meaning of Section 2(a)(11) of the Securities Act. Any discounts, commissions, concessions or profit they earn on any
resale of the shares may be underwriting discounts and commissions under the Securities Act. Selling stockholders who are “underwriters”
within the meaning of Section 2(a)(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities
Act.
To the extent required,
the shares of our common stock to be sold, the names of the selling stockholders, the respective purchase prices and public offering
prices, the names of any agents, dealer or underwriter, and any applicable commissions or discounts with respect to a particular offer
will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement
that includes this prospectus.
In order to comply with
the securities laws of some states, if applicable, the common stock may be sold in these jurisdictions only through registered or licensed
brokers or dealers. In addition, in some states the common stock may not be sold unless it has been registered or qualified for sale
or an exemption from registration or qualification requirements is available and is complied with.
We have advised the selling
stockholder that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market and
to the activities of the selling stockholder and its affiliates. In addition, to the extent applicable, we will make copies of this prospectus
(as it may be supplemented or amended from time to time) available to the selling stockholder for the purpose of satisfying the prospectus
delivery requirements of the Securities Act. The selling stockholder may indemnify any broker-dealer that participates in transactions
involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act.
We have agreed to indemnify
the selling stockholder against liabilities, including liabilities under the Securities Act and state securities laws, relating to the
registration of the shares offered by this prospectus.
We have agreed with the
selling stockholder to use commercially reasonable efforts to cause the registration statement of which this prospectus constitutes a
part effective and to remain continuously effective until the earlier of (1) such time as all of the shares covered by this prospectus
have been disposed of pursuant to and in accordance with such registration statement and (2) the date that all the shares covered
by this prospectus cease to be “Registrable Securities” (as defined in the registration rights agreement).
LEGAL MATTERS
The validity of the shares
of common stock offered in this prospectus has been passed upon for us by Sichenzia Ross Ference Carmel LLP, New York, New York.
EXPERTS
The consolidated financial
statements of Vuzix Corporation at December 31, 2023 and 2022 appearing in our annual report on Form 10-K for the year ended December 31, 2023, have been audited by Freed Maxick CPAs, P.C., independent registered public accountants, as set forth in its
report thereon, included therein, and which are incorporated herein by reference. Such 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. To the extent that
Freed Maxick CPAs, P.C. audits and reports on consolidated financial statements of Vuzix Corporation at future dates and consents to
the use of their reports thereon, such consolidated financial statements also will be incorporated by reference in the registration statement
in reliance upon their reports and said authority.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC
a registration statement on Form S-3 under the Securities Act that registers the resale of the shares of our common stock covered
by this prospectus. This prospectus does not contain all of the information set forth in the registration statement and the exhibits
thereto. For further information with respect to us and our common stock, you should refer to the registration statement and the exhibits
filed as a part of the registration statement. Statements contained in or incorporated by reference into this prospectus concerning the
contents of any contract or any other document are not necessarily complete. If a contract or document has been filed as an exhibit to
the registration statement or one of our filings with the SEC that is incorporated by reference into the registration statement, we refer
you to the copy of the contract or document that has been filed. Each statement contained in or incorporated by reference into this prospectus
relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibit.
We are subject to the informational
reporting requirements of the Exchange Act. We file reports, proxy statements and other information with the SEC. Our SEC filings are
available over the Internet at the SEC’s website at http://www.sec.gov.
We make available, free of
charge, on our website at www.vuzix.com, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on
Form 8-K and amendments to those reports and statements as soon as reasonably practicable after they are filed with the SEC. The
contents of our website are not part of this prospectus, and the reference to our website does not constitute incorporation by reference
into this prospectus of the information contained on or through that site, other than documents we file with the SEC that are specifically
incorporated by reference into this prospectus.
INFORMATION INCORPORATED BY REFERENCE
The SEC allows us to “incorporate
by reference” into this prospectus the information in documents we file with it, 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 a part of this prospectus,
and information that we file later with the SEC will automatically update and supersede this information. Any statement contained in
any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes
of this prospectus to the extent that a statement contained in or omitted from this prospectus or any accompanying prospectus supplement,
or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein, modifies or supersedes
such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute
a part of this prospectus.
We incorporate by reference
the documents listed below and any future documents that we file with the SEC (excluding any portion of such documents that are furnished
and not filed with the SEC) under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (i) after the date of the initial
filing of the registration statement of which this prospectus forms a part prior to the effectiveness of the registration statement and
(ii) after the date of this prospectus until the offering of the securities is terminated:
You may request a copy of
these filings, at no cost, by writing or telephoning us at the following address: Eric Black, Vuzix Corporation, 25 Hendrix Road, West
Henrietta, New York 14586, telephone number 585-359-5900.
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