Vuzix Corp美股招股说明书(2025-12-12版)

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 ofcommon stock of Vuzix Corporation. The shares are issuable upon conversion of an aggregate of 419,959 shares of SeriesB PreferredStock 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 waysand at varying prices. We provide more information about how the selling stockholder may sell or otherwise dispose of the sharescovered by this prospectus in the section entitled “Plan of Distribution” on page7. Discounts, concessions, commissions and similarselling expenses attributable to the sale of shares covered by this prospectus will be borne by the selling stockholder. We will pay allexpenses (other than discounts, concessions, commissions and similar selling expenses) relating to the registration of the shares withthe 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 ourcommon stock. Our common stock is listed on The Nasdaq Capital Market under the symbol “VUZI.” On October7, 2025,the last reportedsale 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 thisprospectus 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 uponthe accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus is December 12, 2025. TABLE OF CONTENTS PageABOUT THIS PROSPECTUS4PROSPECTUS SUMMARY4SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS6RISK FACTORS6USE OF PROCEEDS6SELLING STOCKHOLDER6PLAN OF DISTRIBUTION7LEGAL MATTERS9EXPERTS9WHERE YOU CAN FIND MORE INFORMATION9INFORMATION INCORPORATED BY REFERENCE10 ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we have filed with the SEC pursuant to which the selling stockholdernamed herein may, from time to time, offer and sell or otherwise dispose of the shares of our common stock covered by thisprospectus. You should not assume that the information contained in this prospectus is accurate on any date subsequent to the date setforth on the front cover of this prospectus or that any information we have incorporated by reference is correct on any date subsequentto the date of the document incorporated by reference, even though this prospectus is delivered or shares of common stock are sold orotherwise 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 theinformation in the documents to which we have referred you under “Where You Can Find More Information” and “InformationIncorporated 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 orincorporated by reference in this prospectus.You must not rely upon any information or representation not contained or incorporatedby reference in this prospectus.This prospectus does not constitute an offer to sell or the solicitation of an offer to buy any of ourshares of common stock other than the shares of our common stock covered hereby, nor does this prospectus constitute an offer to sellor the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such offer orsolicitation in such jurisdiction.Persons who come into possession of this prospectus in jurisdictions outside the United States arerequired to inform themselves about, and to observe, any restrictions as to the offering and the distribution of this prospectusapplicable 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 byreference into this prospectus. The summary is not complete and does not contain all of the information that you should considerbefore investing in our common stock. After you read this summary, you should read and consider carefully the entire prospectus andthe more detailed information and financial statements and related notes that are i