Vuzix Corp Files 8-K: Agreements, Equity Sales, Bylaw Changes

TL;DR

Vuzix 8-K: New deals, sold stock, changed bylaws. Big moves happening.

AI Summary

On September 3, 2024, Vuzix Corporation filed an 8-K report detailing several key events. These include entering into a material definitive agreement, unregistered sales of equity securities, and amendments to its articles of incorporation or bylaws. The company also reported other events and filed financial statements and exhibits.

Why It Matters

This filing indicates significant corporate actions by Vuzix, including potential new financing or partnerships and changes to its corporate structure, which could impact its future operations and shareholder value.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered equity sales, which can introduce financial and operational risks.

Key Players & Entities

• Vuzix Corporation (company) — Registrant
• September 3, 2024 (date) — Date of Report
• Delaware (jurisdiction) — State of Incorporation
• 25 Hendrix Road, Suite A, West Henrietta, New York 14586 (address) — Principal Executive Offices
• 585-359-5900 (phone_number) — Business Phone

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 VUZI Nasdaq Capital Market Indica
• $10,000,000 — he sale by the Company to Quanta of (i) $10,000,000 of the Company's common stock, and up t
• $1.30 — y's common stock at a purchase price of $1.30 per share, will occur fifteen business
• $5,000,000 — the Purchase Agreement, for the sale of $5,000,000 of the Company's Series B Preferred Sto
• $13.00 — ce per share equal to the higher of (a) $13.00 or (b) ten times the volume-weighted av

Filing Documents

• tm2423158d1_8k.htm (8-K) — 35KB
• tm2423158d1_ex3-1.htm (EX-3.1) — 111KB
• tm2423158d1_ex10-1.htm (EX-10.1) — 188KB
• tm2423158d1_ex10-2.htm (EX-10.2) — 122KB
• tm2423158d1_ex99-1.htm (EX-99.1) — 12KB
• 0001104659-24-096029.txt ( ) — 745KB
• vuzi-20240903.xsd (EX-101.SCH) — 3KB
• vuzi-20240903_lab.xml (EX-101.LAB) — 33KB
• vuzi-20240903_pre.xml (EX-101.PRE) — 22KB
• tm2423158d1_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. On September 3, 2024, Vuzix Corporation (the "Company") 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 up to (ii) $10,000,000 of the Company's newly created Series B Preferred Stock. The first closing under the Purchase Agreement, for the sale of $10,000,000 of the Company's common stock at a purchase price of $1.30 per share, 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 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 f

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information set forth in Item 1.01 is incorporated by reference herein.

03 Amendments to Articles of Incorporation

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year 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 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. The foregoing summary of the certificate of designation is subject to the full text of the certificate of designation, which is filed as an exhibit to this report.

01 Other Events

Item 8.01 Other Events. On September 3, 2024, the Company issued a press release regarding the Purchase Agreement. A copy of the press release is filed as Exhibit 99.1 to this report.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 3.1 Certificate of Designation of Series B Preferred Stock 10.1 * Purchase Agreement 10.2 Registration Rights Agreement 99.1 Press Release * Portions of this agreement have been omitted. 3

SIGNATURES

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: September 3, 2024 VUZIX CORPORATION By: /s/ Grant Russell Grant Russell Chief Financial Officer 4

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