Vuzix appoints Withum as new independent auditor

Vuzix Corporation reported that its audit committee approved a change in independent registered public accounting firm on August 22, 2025.

Rhea-AI Filing Summary

Vuzix Corporation reported that its audit committee approved a change in independent registered public accounting firm on August 22, 2025. Freed Maxick P.C. was replaced because it joined Withum Smith+Brown, PC, and Withum was engaged as the new auditor effective immediately.

Freed Maxick’s reports on Vuzix’s financial statements for the years ended December 31, 2023 and 2024 contained no adverse opinions or disclaimers and were not qualified, other than an explanatory paragraph in 2023 expressing substantial doubt about the company’s ability to continue as a going concern. The company states there were no disagreements with Freed Maxick on accounting or auditing matters and no reportable events, other than a previously disclosed material weakness in internal control over financial reporting that was remediated during 2024. Vuzix also indicates it did not consult Withum on accounting or auditing issues before this engagement.

Insights

Audit & Governance Analyst

Auditor change follows firm merger, with no stated disputes or new issues.

Vuzix Corporation’s audit committee approved replacing Freed Maxick P.C. with Withum Smith+Brown, PC after Freed Maxick joined Withum. The filing emphasizes this as a firm-combination driven change rather than a company-initiated dismissal based on disagreements.

The company notes that Freed Maxick’s opinions on the 2023 and 2024 financial statements were clean, aside from a 2023 going concern explanatory paragraph, and it cites no disagreements or new reportable events. It also discloses a previously reported material weakness in internal control over financial reporting that was remediated during 2024, suggesting progress on controls.

Vuzix further states it did not consult Withum on specific accounting treatments or expected audit opinions before the engagement. This positions the transition as a continuity event in the audit function, with the main future consideration being how Withum evaluates going concern and internal control in upcoming reporting periods.

8-K Event Classification

2 items: 4.01, 9.01

2 items

Item 4.01 Changes in Registrant's Certifying Accountant Governance

The company changed its independent auditing firm, which may involve disagreements on accounting matters.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What auditor change did Vuzix (VUZI) disclose in this 8-K?

Vuzix Corporation disclosed that its audit committee approved the replacement of Freed Maxick P.C. with Withum Smith+Brown, PC as its independent registered public accounting firm, effective August 22, 2025.

Were there any disagreements between Vuzix (VUZI) and Freed Maxick?

The company states that during the fiscal years ended December 31, 2023 and 2024, and through August 22, 2025, there were no disagreements with Freed Maxick on accounting principles, financial statement disclosure, or auditing scope or procedure, and no reportable events other than a previously disclosed material weakness.

What prior issues did the outgoing auditor identify for Vuzix (VUZI)?

Freed Maxick’s report on Vuzix’s 2023 financial statements included an explanatory paragraph about substantial doubt regarding the company’s ability to continue as a going concern. The auditor also noted a material weakness in internal control over financial reporting that the company reports was remediated during 2024.

Has Vuzix (VUZI) remediated its internal control weakness?

Yes. The filing notes a material weakness in internal control over financial reporting disclosed in the company’s Form 10-K for the year ended December 31, 2023, and states that this weakness was remediated during 2024.

Did Vuzix (VUZI) consult Withum before appointing it as auditor?

The company reports that during 2023, 2024, and through August 22, 2025, neither Vuzix nor anyone acting on its behalf consulted Withum about accounting principles, specific transactions, expected audit opinions, or any matters involving disagreements or reportable events.

Why was Freed Maxick replaced as Vuzix’s (VUZI) auditor?

Freed Maxick was replaced because it joined Withum Smith+Brown, PC. Following this change, the audit committee approved the engagement of Withum as Vuzix’s independent registered public accounting firm, effective immediately.

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Accepted by SEC EDGAR 08/27/2025 - 05:09 PM Learn about SEC filing dates

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) August 22, 2025

VUZIX CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-35955	04-3392453
(Commission File Number)	(IRS Employer Identification No.)

25 Hendrix Road, Suite A

West Henrietta, New York 14586

(Address of principal executive offices)(Zip code)

(585) 359-5900

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:		Trading Symbol(s)		Name of each exchange on which registered:
Common Stock, par value $0.001		VUZI		Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 4.01 Changes in Registrant’s Certifying Accountant.

(a) Replacement of Previous Independent Registered Public Accounting Firm

On August 22, 2025, the Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of Vuzix Corporation (the “Company”) approved the replacement (the “Replacement”) of Freed Maxick P.C. (“FM”) as the Company’s independent registered public accounting firm, due to FM joining Withum Smith+Brown, PC (“Withum”), effective immediately.

The reports of FM on the Company’s financial statements for the fiscal years ended December 31, 2023 and 2024 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except for an explanatory paragraph in its report related to the Company’s financial statements for the fiscal year ended December 31, 2023 regarding the substantial doubt about the Company’s ability to continue as a going concern.

During the Company’s fiscal years ended December 31, 2023 and 2024, and the subsequent interim period through August 22, 2025, (i) there were no “disagreements,” as defined in Item 304(a)(1)(iv) of Regulation S-K, with FM on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of FM, would have caused FM to make reference to the subject matter of the disagreements in connection with its reports on the Company’s consolidated financial statements for such period, and (ii) there were no “reportable events,” as defined in Item 304(a)(1)(v) of Regulation S-K, except for a material weakness in the Company’s internal control over financial reporting as disclosed in the Company’s Annual report on Form 10-K for the fiscal year ended December 31, 2023, remediated during 2024.

The Company provided FM with a copy of the disclosures in this Current Report on Form 8-K and requested that FM furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the Company’s statements herein. A copy of such letter is attached as Exhibit 16.1 to this Current Report on Form 8-K.

(b) Appointment of New Independent Registered Public Accounting Firm

In connection with the Replacement, on August 22, 2025, the Committee approved the engagement of Withum as the Company’s independent registered public accounting, effective immediately.

During the fiscal years ended December 31, 2023 and 2024, and the subsequent interim period through August 22, 2025, neither the Company nor anyone acting on its behalf consulted with Withum regarding (i) the application of accounting principles to any specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that Withum concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, or (ii) any matter that was either the subject of a “disagreement,” as defined in Item 304(a)(1)(iv) of Regulation S-K, or a “reportable event,” as defined in Item 304(a)(1)(v) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
16.1	Letter from Freed Maxick P.C.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 27, 2025	VUZIX CORPORATION
	By:	/s/ Grant Russell
		Grant Russell Chief Financial Officer