Washington, D.C. 20549









Date of Report (Date of earliest event reported) August 8, 2017



(Exact name of registrant as specified in its charter)



(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)(Zipcode)


(585) 359-5900

(Registrant’s Telephone Number, Including Area Code)


Copies to:

Gregory Sichenzia, Esq.

Jeff Cahlon, Esq.

Sichenzia Ross Ference Kesner LLP

61 Broadway, 32nd Floor

New York, New York 10006

Phone: (212) 930-9700

Fax: (212) 930-9725


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))


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

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 1.01 Entry into a Material Definitive Agreement.


On August 9, 2017, Vuzix Corporation (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with the purchasers set forth on the signature pages thereto (the “Purchasers”) for the purchase and sale of an aggregate of 1,500,000 shares of the Company’s common stock in a registered direct offering at a purchase price of $5.75 per share. The Purchasers include Paul Boris, the Company’s chief operating officer, who agreed to purchase 10,000 shares under the Purchase Agreement.


Pursuant to an engagement letter agreement dated August 8, 2017 (the “Placement Agent Agreement”) by and between the Company and Chardan Capital Markets, LLC (“Chardan”), the Company engaged Chardan to act as the Company’s placement agent in connection with the registered direct offering. Pursuant to the Placement Agent Agreement, the Company agreed to pay Chardan a cash fee equal to $450,000.


The net proceeds to the Company from the offering, after deducting placement agent fees and estimated offering expenses, will be approximately $8.0 million. The registered direct offering is expected to close on or before August 14, 2017, subject to customary closing conditions.


The 1,500,000 shares of common stock were offered, and will be issued, pursuant to the Prospectus Supplement, dated August 9, 2017, to the Prospectus included in the Company’s Registration Statement on Form S-3 (Registration No. 333-209304) filed with the Securities and Exchange Commission on February 1, 2016.


The foregoing summaries of the terms of the agreement described herein are subject to, and qualified in their entirety by, such documents, which are incorporated herein by reference.


Item 8.01 Other Events.


On August 9, 2017, the Company issued a press release regarding the registered direct offering. A copy of the press release is attached as Exhibit 99.1 hereto.


The opinion delivered to the Company by Sichenzia Ross Ference Kesner LLP in connection with the sale of an aggregate of 1,500,000 shares of the Company’s common stock pursuant to the Purchase Agreement is being filed herewith in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended, and is incorporated by reference into the Company’s Registration Statement on Form S-3 (Registration No. 333-209304).


Item 9.01 Financial Statements and Exhibits.



Exhibit No



  5.1   Opinion of Sichenzia Ross Ference Kesner LLP.
10.1   Form of Securities Purchase Agreement, dated as of August 9, 2017.





Placement Agent Agreement, dated as of August 8, 2017.


Press release








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 11, 2017 VUZIX CORPORATION




/s/ Grant Russell


Grant Russell

Chief Financial Officer