Current Report Filing (8-k)
16 December 2017 - 9:17AM
Edgar (US Regulatory)
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)
December 14, 2017
VUZIX
CORPORATION
(Exact name of registrant as specified in
its charter)
Delaware
(State or Other Jurisdiction of Incorporation)
001-35955
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04-3392453
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(Commission File Number)
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(IRS Employer Identification No.)
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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
1185 Avenue of the Americas, 37
th
Floor
New York, New York 10036
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:
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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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
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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.
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Item 1.01
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Entry into a Material Definitive Agreement.
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On December 14, 2017, Vuzix Corporation (the “Company”)
entered into a securities purchase agreement (the “Purchase Agreement”) with the purchasers set forth on the signature
pages thereto for the purchase and sale of an aggregate of 2,066,116 shares of the Company’s common stock, and warrants to
purchase an aggregate of up to 1,033,058 shares of common stock, in a registered direct offering at a combined purchase price of
$6.05 per share and half-warrant, for an aggregate purchase price of $12,500,000. The warrants will have a term of three years
commencing six months from issuance and an exercise price of $7.00 per share.
Pursuant to an engagement letter agreement dated December 13,
2017 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 engagement agreement, the
Company agreed to pay Chardan a cash fee equal to $562,500.
The net proceeds to the Company from the offering, after deducting
placement agent fees and estimated offering expenses, will be approximately $11.5 million. The registered direct offering
is expected to close on or about December 18, 2017, subject to customary closing conditions.
The 2,066,116 shares of common stock and 1,033,058 warrants
(and underlying shares) were offered, and will be issued, pursuant to the Prospectus Supplement, dated December 14, 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 agreements described
herein are subject to, and qualified in their entirety by, such documents, which are incorporated herein by reference.
On December 14, 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 2,066,116 shares of the Company’s common stock and 1,033,058 warrants
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
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Financial Statements and Exhibits.
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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: December 15, 2017
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VUZIX CORPORATION
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By:
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/s/ Grant Russell
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Grant Russell
Chief Financial Officer
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