VUZIX CORPORATION (NASDAQ:VUZI) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
On July 1, 2019, Vuzix Corporation (the “Company”) entered into a securities purchase agreement with the purchasers set forth on the pages thereto for the purchase and sale of an aggregate of 5,479,454 shares of the Company’s common stock, and warrants to purchase an aggregate of up to 5,479,454 shares of common stock, in a registered direct offering at a combined purchase price of $3.65 per share and warrant, for an aggregate purchase price of $20,000,007. The warrants will be exercisable for a period of two years commencing six months from issuance at an exercise price of $4.10 per share.
to an engagement letter agreement dated July 1, 2019 by and between the Company and The Special Equities Group, LLC, a division of Bradley Woods & Co. LTD. (“Special Equities”), the Company engaged Special Equities to act as the Company’s placement agent in connection with the registered direct offering. to the engagement agreement, the Company agreed to pay Special Equities a cash fee equal to the lower of (i) 5% of the gross proceeds received by the Company in the offering, and (ii) $1,000,000, and to reimburse Special Equities for its legal expenses in the amount of $30,000.
The net proceeds to the Company from the offering, after deducting placement agent fees and estimated offering expenses, will be approximately $18.8 million. The registered direct offering is expected to close on or about July 2, 2019, subject to customary closing conditions.
The shares and warrants (and underlying shares) were offered, and will be issued, to the Prospectus Supplement, dated July 1, 2019, to the Prospectus included in the Company’s Registration Statement on Form S-3 (Registration No. 333-231932) filed with the Securities and Exchange Commission on June 3, 2019.
Sichenzia Ross Ference LLP, counsel to the Company, has issued an opinion to the Company regarding the validity of the securities to be issued in the offering. A copy of the opinion is filed as Exhibit 5.1 to this Current Report on Form 8-K.
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 July 1, 2019, the Company issued a press release regarding the registered direct offering. A copy of the press release is attached as Exhibit 99.1 hereto.
