Vuzix美股招股说明书(2026-08-14版)

Up to $100,000,000Common Stock We have entered into an Open Market Sale AgreementSM(the “Sales Agreement”), with Jefferies LLC (“Jefferies”), dated August14,2026, relating to shares of our common stock offered by this prospectus supplement. In accordance with the terms of the SalesAgreement, we may offer and sell shares of our common stock having an aggregate offering price of up to $100,000,000 from time totime through Jefferies, acting as our sales agent. This Sales Agreement replaces our prior sales agreement, dated February9, 2024,with Jefferies (the “Prior Sales Agreement”). No sales will be made pursuant to the Prior Sales Agreement subsequent to the date ofthis prospectus. Our common stock is listed on The Nasdaq Capital Market (“Nasdaq”) under the symbol “VUZI.” On August12, 2026, the lastreported sale price of our common stock on Nasdaq was $2.62 per share. Sales of our common stock, if any, under this prospectus supplement may be made in sales deemed to be an “at the market offering” asdefined in Rule415(a)(4)promulgated under the Securities Act of 1933, as amended (the “Securities Act”). Jefferies is not required tosell any specific amount of our common stock, but will act as our sales agent and use commercially reasonable efforts to sell on ourbehalf all of the shares of common stock requested to be sold by us, consistent with its normal trading and sales practices, on mutuallyagreed terms between Jefferies and us. There is no arrangement for funds to be received in any escrow, trust, or similar arrangement. Jefferies will receive from us a commission equal to 3.0% of the gross proceeds of any shares of common stock sold under the SalesAgreement. In connection with the sale of our common stock on our behalf, Jefferies will be deemed to be an “underwriter” within themeaning of the Securities Act, and the compensation of Jefferies will be deemed to be underwriting commissions or discounts. See“Plan of Distribution” beginning on pageS-9 for additional information regarding the compensation to be paid to Jefferies. We havealso agreed to provide indemnification and contribution to Jefferies with respect to certain liabilities, including liabilities under theSecurities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We are a “smaller reporting company” under the federal securities laws and, as such, we have elected to comply with certain reducedpublic company reporting requirements for this prospectus supplement and for future filings. See “Prospectus Summary—Implicationsof Being a Smaller Reporting Company.” An investment in our securities involves a high degree of risk. Please read “Risk Factors” on pageS-3 of this prospectussupplement and in the documents incorporated by reference into this prospectus supplement before investing in our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed upon the adequacy or accuracy of this prospectus supplement. Any representation to the contrary is acriminal offense. Jefferies The date of this prospectus supplement is August14, 2026 TABLE OF CONTENTS ProspectusPageAbout This Prospectus SupplementS-iiProspectus SummaryS-1Risk FactorsS-3Cautionary Note Regarding Forward-Looking StatementsS-5Use of ProceedsS-7DilutionS-8Plan of DistributionS-9Legal MattersS-10ExpertsS-10Where You Can Find More InformationS-10Incorporation of Certain Information by ReferenceS-11 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying base prospectus are part of a registration statement on FormS-3 that we filed withthe Securities and Exchange Commission (the “SEC”), using a “shelf” registration process. Under this registration statement, we mayoffer up to $300,000,000 of our securities. Under this prospectus supplement, we may offer shares of our common stock having anaggregate offering price of up to $100,000,000 from time to time at prices and on terms to be determined by market conditions at thetime of offering. The $100,000,000 of shares of our common stock that may be sold under this prospectus supplement are included inthe $300,000,000 of our securities that may be sold under the registration statement. Before buying any of the common stock that we are offering, we urge you to carefully read this prospectus supplement and theaccompanying base prospectus, together with the information incorporated by reference as described under the headings “Where YouCan Find More Information” and “Incorporation of Certain Information by Reference” in this prospectus supplement. Thesedocuments contain important information that you should consider when making your investment decision. To the extent there is a conflict between the information contained in this prospectus supplement, on the one hand, and the informationcontained in the accompanying base prospectus or any document incorporated by reference into this prospectus supp