As filed with the Securities and Exchange Commission
on October 8, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-3
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
VUZIX CORPORATION
(Exact name of registrant as specified in its
charter)
| Delaware |
04-3392453 |
| (State
of incorporation) |
(IRS
Employer Identification No.) |
25 Hendrix Road, Suite A
West Henrietta, New
York 14586
(585) 359-5900
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
Paul Travers
Chief Executive Officer
25 Hendrix Road, Suite A
West Henrietta, New
York 14586
(585) 359-5900
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
Gregory Sichenzia, Esq.
Jeff Cahlon, Esq.
Sichenzia Ross Ference Carmel LLP
1185 Avenue of the Americas, 31st Floor
New York, New York 10036
(212) 930-9700
Approximate date of commencement
of proposed sale to the public: From time to time after the effective date of this registration statement.
If
the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please
check the following box: ¨
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check
the following box: x
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act registration statement number of the earlier effective registration statement
for the same offering: ¨
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box
and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ¨
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box: ¨
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register
additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following
box: ¨
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging
growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting
company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large
accelerated filer ¨ |
|
Accelerated
filer ¨ |
| Non-accelerated
filer x |
|
Smaller reporting company
x |
| |
|
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 7(a)(2)(B) of the Exchange Act. ¨
The Registrant hereby amends this Registration
Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the
Securities Act or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
| The
information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement
filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and
it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. |
| PRELIMINARY PROSPECTUS |
SUBJECT TO
COMPLETION |
DATED OCTOBER
8, 2025 |
Vuzix Corporation
4,199,590 Shares of Common Stock
Pursuant to this prospectus,
the selling stockholder identified herein is offering on a resale basis up to 4,199,590 shares of common stock of Vuzix Corporation.
The shares are issuable upon conversion of an aggregate of 419,959 shares of Series B Preferred Stock which we issued to the selling
stockholder 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 shares of 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 7, 2025,the last reported sale price for our common
stock was $3.84 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 _________, 2025.
TABLE OF CONTENTS
| |
Page |
| ABOUT THIS PROSPECTUS |
4 |
| |
|
| PROSPECTUS SUMMARY |
4 |
| |
|
| SPECIAL NOTE REGARDING FORWARD-LOOKING
STATEMENTS |
6 |
| |
|
| RISK FACTORS |
6 |
| |
|
| USE OF PROCEEDS |
6 |
| |
|
| SELLING STOCKHOLDER |
6 |
| |
|
| PLAN OF DISTRIBUTION |
7 |
| |
|
| LEGAL MATTERS |
9 |
| |
|
| EXPERTS |
9 |
| |
|
| WHERE YOU CAN FIND MORE INFORMATION |
9 |
| |
|
| INFORMATION INCORPORATED BY REFERENCE |
10 |
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, AI powered Smart Glasses, Waveguides,
and Augmented Reality (“AR”) technologies. 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. We design and manufacture waveguide optics and related coupling optics combined for use with compact display
engines from third parties to form a see-through display module needed for AI/AR Smart Glasses.
With
respect to our Smart Glasses and AI/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 AI/AR and
Smart Glasses products, waveguide optics, and display engine technology.
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 us to Quanta of (i) $10,000,000 of our common stock, and (ii) up to $10,000,000 of
our newly created Series B Convertible Preferred Stock, or the Series B Preferred Stock.
In
connection with the Purchase Agreement, on September 3, 2024, the Company and Quanta entered into a registration rights agreement,
on October 28, 2024, we entered into an amendment to the registration rights agreement, and on July 20, 2025, the Company and
Quanta agreed to further modify the terms of the registration rights agreement. Pursuant to the registration rights agreement, as amended,
we agreed to use commercially reasonable efforts to file a registration statement with the SEC for the resale of the shares of common
stock issued in the first closing under the Purchase Agreement within 45 days from the first closing under the Purchase Agreement, and
to have such registration statement declared effective within 60 days from the first closing (or 90 days if the registration statement
was reviewed by the SEC). We also agreed to file a registration statement with respect to the shares issuable upon conversion of the
shares of Series B Preferred Stock issued in the second closing and third closing within 45 days from the third closing.
In
connection with the Purchase Agreement, on September 3, 2024, we filed a certificate of designation of Series B Preferred Stock
with the Secretary of State of Delaware. Pursuant to the certificate of designation, we designated 800,000 shares as Series B Preferred
Stock. The Series B Preferred Stock entitles 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 is 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 does
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.
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. In accordance with the registration rights agreement, the Company filed a registration statement
for the resale of the shares issued in the first closing on October 1, 2024, and an amendment to such registration statement on
October 29, 2024. Such registration statement, as amended, was declared effective on November 6, 2024.
We
completed the second closing under the Purchase Agreement on June 13, 2025. Pursuant to the second closing, we sold to Quanta 189,717
shares of our Series B Preferred Stock at a purchase price of $26.35 per share.
We
completed the third closing under the Purchase Agreement on September 19, 2025. Pursuant to the third closing, we sold to Quanta
230,242 shares of our Series B Preferred Stock at a purchase price of $21.72 per share.
The
second and third closing under the Purchase Agreement, each for the sale of $5,000,000 of our 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 or third closing, as applicable, were met, were
subject to, among other closing conditions, the Waveguide Plate Production Capacity Rate (as defined under the Purchase Agreement) at
our 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).
This
prospectus covers the resale by Quanta of up to 4,199,590 shares of common stock, which are issuable upon conversion of the aggregate
of 419,959 shares of our Series B Preferred Stock which we issued to Quanta pursuant to the second and third closings 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 of 1933, as amended, or 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 most recent annual report on Form 10-K, 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 most recent annual report on Form 10-K
as filed with the SEC, 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 4,199,590 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 4,199,590
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 or any of our affiliates 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 shares of our 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) | |
| 11,891,897 | | |
| 4,199,590 | | |
| 7,692,307 | | |
| 9.1 | % |
| (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. Accordingly, the number of shares beneficially owned
by the selling stockholder prior to the offering includes 4,199,590 shares issuable upon conversion of 419,959 shares of Series B
Preferred Stock held by the selling stockholder. |
| |
|
| (3) |
Represents shares issuable
upon conversion of shares of Series B Preferred Stock issued under the second and thirds closings 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 80,325,113 shares of common stock outstanding as of October 8,
2025,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 its 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, to become 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, 2024 and 2023 appearing in our annual report on Form 10-K for the year ended
December 31, 2024, have been audited by Freed Maxick 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.
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:
| · | our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 13, 2025; |
| · | our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, filed with the SEC on May 12, 2025; |
| · | our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025, filed with the SEC on August 14, 2025; |
| · | our Current Reports on Form 8-K filed
with the SEC on
January 8, 2025, March 11,
2025, June 16,
2025, June 20,
2025, August 6,
2025, August 27,
2025, September 8,
2025, and September 23,
2025; |
| · | our
definitive proxy statement on Schedule 14A filed with the SEC on April 28, 2025; and |
| · | the
description of our common stock contained in our Registration Statement on Form 8-A,
filed with the SEC on January 26, 2015. |
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.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table provides
information regarding the various expenses (other than placement agent fees) payable by us in connection with the issuance and distribution
of the securities being registered hereby. All amounts shown are estimates except the SEC registration fee.
| Securities and Exchange Commission Registration Fee | |
$ | 1,804 | |
| Legal Fees and Expenses | |
$ | 15,000 | |
| Accounting Fees and Expenses | |
$ | 8,000 | |
| Miscellaneous | |
$ | 5,000 | |
| Total | |
$ | 29,804 | |
Item 15. Indemnification of Officers and Directors.
Section 145 of the Delaware
General Corporation Law provides that a corporation may indemnify directors and officers as well as other employees and individuals against
expenses including attorneys' fees, judgments, fines and amounts paid in settlement in connection with various actions, suits or proceedings,
whether civil, criminal, administrative or investigative other than an action by or in the right of the corporation, a derivative action,
if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation,
and, with respect to any criminal action or proceeding, if they had no reasonable cause to believe their conduct was unlawful. A similar
standard is applicable in the case of derivative actions, except that indemnification only extends to expenses including attorneys' fees
incurred in connection with the defense or settlement of such actions, and the statute requires court approval before there can be any
indemnification where the person seeking indemnification has been found liable to the corporation. The statute provides that it is not
exclusive of other indemnification that may be granted by a corporation's certificate of incorporation, by-laws, agreement, a vote of
stockholders or disinterested directors or otherwise.
Our Amended and Restated
Certificate of Incorporation and By-Laws provide that we will indemnify and hold harmless, to the fullest extent permitted by Section 145
of the Delaware General Corporation Law, as amended from time to time, each person that such section grants us the power to indemnify.
The Delaware General Corporation
Law permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable
to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability for:
| |
· |
any breach of the director's duty of loyalty to the
corporation or its stockholders; |
| |
· |
acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; |
| |
· |
payments of unlawful dividends or unlawful stock repurchases
or redemptions; or |
| |
· |
any transaction from which the director derived an
improper personal benefit. |
Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing
provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities
being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed hereby in the Securities
Act and we will be governed by the final adjudication of such issue.
Item 16. Exhibits.
| 3.1 |
|
Amended
and Restated Certificate of Incorporation (incorporated by reference to Form S-1/A filed October 16, 2009) |
| |
|
|
| 3.2 |
|
Amended
and Restated By-Laws (incorporated by reference to Form 8-K filed April 30, 2021) |
| |
|
|
| 3.3 |
|
Amendment
to Amended and Restated Certificate of Incorporation (incorporated by reference to Form 8-K filed February 7, 2013) |
| |
|
|
| 3.4 |
|
Amendment
to Amended and Restated Certificate of Incorporation (incorporated by reference to Form 8-K filed June 30, 2014) |
| |
|
|
| 3.5 |
|
Certificate
of Designation of Series B Preferred Stock (incorporated by reference to 8-K filed September 3, 2024) |
| |
|
|
| 5.1* |
|
Opinion of Sichenzia Ross Ference Carmel
LLP |
| |
|
|
| 23.1* |
|
Consent of Freed Maxick P.C. |
| |
|
|
| 23.2* |
|
Consent of Sichenzia Ross Ference LLP (included in Exhibit 5.1) |
| |
|
|
| 107* |
|
Calculation of Filing Fee Tables |
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during
any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(A) To include any prospectus
required by Section 10(a)(3) of the Securities Act;
(B) To reflect in the
prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment
thereof) which individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration
Fee” table in the effective Registration Statement; and
(C) To include any material
information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to
such information in the Registration Statement;
provided, however, that paragraphs (1)(A),
(1)(B), and (1)(C) of this section do not apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement, or is contained in a form of prospectus
filed pursuant to Rule 424(b) that is part of the registration statement.
(2) That, for the purpose
of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration
by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose
of determining liability under the Securities Act to any purchaser:
(A) Each prospectus filed
by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed
prospectus was deemed part of and included in the registration statement; and
(B) Each prospectus required
to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B
relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information
required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as
of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities
in the offering described in prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at
that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities
in the registration statement to which the prospectus relates, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that
is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement
or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective
date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement
or made in any such document immediately prior to such effective date; and
(5) The undersigned
hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act of 1934 that is incorporated by reference in
the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(6) Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors, officers, and controlling persons of the registrant pursuant
to the foregoing provisions, or otherwise, the registrant has been advised that, in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director,
officer, or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of West Henrietta, State of New York, on October 8, 2025.
| |
VUZIX CORPORATION |
| |
|
|
| |
By: |
/s/ Paul Travers |
| |
|
Paul Travers |
| |
|
(Principal Executive Officer) |
Each person whose signature
appears below constitutes and appoints Paul Travers, his true and lawful attorney-in-fact and agent, with full power of substitution
and re-substitution for him and in his name, place and stead, and in any and all capacities, to sign for him and in his name in the capacities
indicated below any and all amendments (including post-effective amendments) to this registration statement (or any other registration
statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933,
as amended), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite
or necessary to be done in and about the premises, as full to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements
of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates
indicated.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/ Paul Travers |
|
Chief Executive Officer and Director |
|
October 8, 2025 |
| Paul Travers |
|
(Principal Executive Officer) |
|
|
| |
|
|
|
|
| /s/ Grant Russell |
|
Chief Financial Officer and Director |
|
October 8, 2025 |
| Grant Russell |
|
(Principal Financial and Accounting Officer) |
|
|
| |
|
|
|
|
| /s/ Alasdair
MacKinnon |
|
Director |
|
October 8, 2025 |
| Alasdair MacKinnon |
|
|
|
|
| |
|
|
|
|
| /s/ Timothy
Harned |
|
Director |
|
October 8, 2025 |
| Timothy Harned |
|
|
|
|
| |
|
|
|
|
| /s/ Paula Whitten-Doolin |
|
Director |
|
October 8, 2025 |
| Paula Whitten-Doolin |
|
|
|
|
