UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 31, ~~2023~~2024


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 001-35955

VUZIX CORPORATION

(Exact name of registrant as specified in its charter)


Delaware		04-3392453
State or other jurisdiction of incorporation or organization		(I.R.S. Employer Identification No.)


25 Hendrix Road, Suite A West Henrietta, New York		14586
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (585) 359-5900

Securities registered pursuant to Section 12(b) of the Act:


Title of each class:	Trading Symbol(s)	Name of each exchange on which registered:
Common Stock, par value $0.001	VUZI	Nasdaq Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐	Non-accelerated filer	☒

Smaller reporting company	☒	Emerging growth company	☐

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May ~~10, 2023,~~9, 2024, there were ~~63,219,123~~64,726,092 shares of the registrant’s common stock outstanding.

Table of Contents

Vuzix Corporation

INDEX

		Page No.

Part I – Financial Information		3

Item 1.	Consolidated Financial Statements (Unaudited):	3

	Consolidated Balance Sheets as of March 31, ~~2023~~2024 and December 31, ~~2022~~2023	3

	Consolidated Statements of Changes in Stockholders’ Equity for the Three Months Ended March 31, ~~2023~~2024 and ~~2022~~2023	4

	Consolidated Statements of Operations for the Three Months Ended March 31, ~~2023~~2024 and ~~2022~~2023	5

	Consolidated Statements of Cash Flows for the Three Months Ended March 31, ~~2023~~2024 and ~~2022~~2023	6

	Notes to the Unaudited Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1417

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2126

Item 4.	Controls and Procedures	2126

Part II – Other Information		2226

Item 1.	Legal Proceedings	2226

Item 1A.	Risk Factors	2227

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2227

Item 3.	Defaults Upon Senior Securities	2227

Item 4.	Mine Safety Disclosure	2227

Item 5.	Other Information	2227

Item 6.	Exhibits	2328

Signatures		2429

Table of Contents

Part 1: FINANCIAL INFORMATION

Item 1: Consolidated Financial Statements

VUZIX CORPORATION

CONSOLIDATED BALANCE SHEETS

(Unaudited)


March 31,

December 31,


2023

2022
ASSETS




Current Assets




Cash and Cash Equivalents

$
63,235,863

$
72,563,943
Accounts Receivable, Net

3,059,156

3,558,971
Accrued Revenues in Excess of Billings

192,177

269,129
Employee Retention Credit Receivable

466,705

466,705
Inventories, Net

10,861,679

11,267,969
Manufacturing Vendor Prepayments

474,035

998,671
Prepaid Expenses and Other Assets

1,621,186

2,115,853

Total Current Assets

79,910,801

91,241,241

Long-Term Assets




Fixed Assets, Net

6,139,939

3,878,505
Operating Lease Right-of-Use Asset

791,604

956,165
Patents and Trademarks, Net

2,341,024

2,220,094
Technology Licenses, Net

29,331,805

30,158,689
Intangible Asset, Net

640,383

675,313
Goodwill

1,601,400

1,601,400
Other Assets, Net

1,715,996

1,581,143

Total Assets

$
122,472,952

$
132,312,550

LIABILITIES AND STOCKHOLDERS' EQUITY


Current Liabilities




Accounts Payable

$
1,271,365

$
1,211,747
Unearned Revenue

41,454

29,064
Accrued Expenses

1,466,214

1,670,539
Licensing Fees Commitment

9,500,000

11,500,000
Income and Other Taxes Payable

22,841

214,997
Operating Lease Right-of-Use Liability

562,375

651,011

Total Current Liabilities

12,864,249

15,277,358

Long-Term Liabilities

Operating Lease Right-of-Use Liability

229,229

305,154

Total Liabilities

13,093,478

15,582,512

Stockholders' Equity




Common Stock - $0.001 Par Value, 100,000,000 shares authorized; 63,787,858 shares issued and 63,208,186 shares outstanding as of March 31, 2023 and 63,783,779 shares issued and 63,319,107 shares outstanding as of December 31, 2022.

63,787

63,783
Additional Paid-in Capital

365,868,487

362,507,715
Accumulated Deficit

(254,076,299)

(243,835,716)
Treasury Stock, at cost, 579,672 shares as of March 31, 2023 and 464,672 shares as of December 31, 2022.

(2,476,501)

(2,005,744)

Total Stockholders' Equity

109,379,474

116,730,038

Total Liabilities and Stockholders' Equity

$
122,472,952

$
132,312,550


	(Unaudited)
	March 31,		December 31,
	2024		2023
ASSETS
Current Assets
Cash and Cash Equivalents	$	16,501,401	$	26,555,592
Accounts Receivable, net of allowance for credit losses of $1,574,000 at March 31, 2024 and December 31, 2023.		4,633,400		3,827,686
Accrued Revenues in Excess of Billings		—		165,771
Utility Improvement Refund/Employee Retention Credit Receivable		208,271		208,271
Inventories, Net		9,868,255		9,000,430
Manufacturing Vendor Prepayments		279,086		403,801
Prepaid Expenses and Other Assets		1,184,362		1,338,860

Total Current Assets		32,674,775		41,500,411

Long-Term Assets
Fixed Assets, Net		7,922,239		8,072,830
Operating Lease Right-of-Use Asset		874,851		301,185
Patents and Trademarks, Net		2,732,043		2,627,018
Technology Licenses, Net		26,024,067		26,851,001
Cost Method Investment in Atomistic		5,784,126		5,784,126
Other Assets, Net		969,443		1,011,111

Total Assets	$	76,981,544	$	86,147,681

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable	$	1,901,792	$	1,570,630
Unearned Revenue		157,771		18,839
Accrued Expenses		851,984		2,416,443
Licensing Fees Commitment		—		1,000,000
Income and Other Taxes Payable		55,926		46,727
Operating Lease Right-of-Use Liability		506,372		163,513

Total Current Liabilities		3,473,845		5,216,152

Long-Term Liabilities
Operating Lease Right-of-Use Liability		368,479		137,672

Total Liabilities		3,842,324		5,353,824

Stockholders' Equity
Common Stock - $0.001 Par Value, 100,000,000 shares authorized; 65,304,780 shares issued and 64,725,108 shares outstanding as of March 31, 2024 and 65,304,780 shares issued and 64,725,108 shares outstanding as of December 31, 2023.		65,304		65,304
Additional Paid-in Capital		379,582,792		377,189,847
Accumulated Deficit		(304,032,375)		(293,984,793)
Treasury Stock, at cost, 579,672 shares as of March 31, 2024 and December 31, 2023.		(2,476,501)		(2,476,501)

Total Stockholders' Equity		73,139,220		80,793,857

Total Liabilities and Stockholders' Equity	$	76,981,544	$	86,147,681

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

VUZIX CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(Unaudited)


	Common Stock			Additional		Accumulated		Treasury Stock					Common Stock			Additional		Accumulated		Treasury Stock
	Shares	Amount		Paid-In Capital		Deficit		Shares	Amount		Total		Shares	Amount		Paid-In Capital		Deficit		Shares	Amount		Total
Balance - January 1, 2023	63,783,779	$	63,783	$	362,507,715	$	(243,835,716)	(464,672)	$	(2,005,744)	$	116,730,038
Balance - January 1, 2024													65,304,780	$	65,304	$	377,189,847	$	(293,984,793)	(579,672)	$	(2,476,501)	$	80,793,857
Stock-Based Compensation Expense	—		—		3,360,772		—	—		—		3,360,772	—		—		2,392,945		—	—		—		2,392,945
Stock Option Exercises	4,079		4		—		—	—		—		4
Purchases of Treasury Stock	—		—		—		—	(115,000)		(470,757)		(470,757)
Net Loss	—		—		—		(10,240,583)	—		—		(10,240,583)	—		—		—		(10,047,582)	—		—		(10,047,582)
Balance - March 31, 2023	63,787,858	$	63,787	$	365,868,487	$	(254,076,299)	(579,672)	$	(2,476,501)	$	109,379,474
Balance - March 31, 2024													65,304,780	$	65,304	$	379,582,792	$	(304,032,375)	(579,672)	$	(2,476,501)	$	73,139,220


	Common Stock			Additional		Accumulated		Treasury Stock					Common Stock			Additional		Accumulated		Treasury Stock
	Shares	Amount		Paid-In Capital		Deficit		Shares	Amount		Total		Shares	Amount		Paid-In Capital		Deficit		Shares	Amount		Total
Balance - January 1, 2022	63,672,268	$	63,672	$	346,736,397	$	(203,072,143)	—	$	—	$	143,727,926
Balance - January 1, 2023													63,783,779	$	63,783	$	362,507,715	$	(243,835,716)	(464,672)	$	(2,005,744)	$	116,730,038
Stock-Based Compensation Expense	—		—		3,955,738		—	—		—		3,955,738	—		—		3,360,772		—	—		—		3,360,772
Stock Option Exercises	32,358		33		29,191		—	—		—		29,224	4,079		4		—		—	—		—		4
Purchases of Treasury Stock	—		—		—		—	(36,685)		(251,057)		(251,057)	—		—		—		—	(115,000)		(470,757)		(470,757)
Net Loss	—		—		—		(10,506,001)	—		—		(10,506,001)	—		—		—		(10,240,583)	—		—		(10,240,583)
Balance - March 31, 2022	63,704,626	$	63,705	$	350,721,326	$	(213,578,144)	(36,685)	$	(251,057)	$	136,955,830
Balance - March 31, 2023													63,787,858	$	63,787	$	365,868,487	$	(254,076,299)	(579,672)	$	(2,476,501)	$	109,379,474

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

VUZIX CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

Three Months Ended March 31,


2023

2022

Sales:





Sales of Products

$
4,191,361

$
2,503,051

Cost of Sales:





Cost of Sales - Products Sold

3,082,439

1,803,598

Cost of Sales - Depreciation and Amortization

232,916

223,785

Total Cost of Sales

3,315,355

2,027,383

Gross Profit

876,006

475,668

Operating Expenses:





Research and Development

3,069,797

3,103,444

Selling and Marketing

2,539,659

2,023,435

General and Administrative

5,131,824

5,453,833

Depreciation and Amortization

964,265

259,245

Impairment of Patents and Trademarks

17,666

49,603

Total Operating Expenses

11,723,211

10,889,560

Loss From Operations

(10,847,205)

(10,413,892)

Other Income (Expense):





Investment Income

695,783

6,280

Income and Other Taxes

(87,795)

(47,632)

Foreign Exchange Loss

(1,366)

(50,757)

Total Other Income (Expense), Net

606,622

(92,109)

Loss Before Provision for Income Taxes

(10,240,583)

(10,506,001)

Provision for Income Taxes

—

—

Net Loss

(10,240,583)

(10,506,001)

Basic and Diluted Loss per Common Share

$
(0.16)

$
(0.16)

Weighted-average Shares Outstanding - Basic and Diluted

63,216,598

63,695,127


	Three Months Ended March 31,

	2024		2023
Sales:
Sales of Products	$	1,829,073	$	4,191,361
Sales of Engineering Services		174,794		—

Total Sales		2,003,867		4,191,361

Cost of Sales:
Cost of Sales - Products Sold		1,807,593		3,082,439
Cost of Sales - Depreciation and Amortization		181,566		232,916
Cost of Sales - Engineering Services		67,961		—

Total Cost of Sales		2,057,120		3,315,355

Gross Profit (Loss)		(53,253)		876,006

Operating Expenses:
Research and Development		2,738,449		3,069,797
Selling and Marketing		2,220,782		2,539,659
General and Administrative		4,098,257		5,131,824
Depreciation and Amortization		970,377		964,265
Loss on Fixed Asset Disposal		11,277		—
Impairment of Patents and Trademarks		—		17,666

Total Operating Expenses		10,039,142		11,723,211

Loss From Operations		(10,092,395)		(10,847,205)

Other Income (Expense):
Investment Income		152,599		695,783
Income and Other Taxes		(282)		(87,795)
Foreign Exchange Loss		(107,504)		(1,366)

Total Other Income, Net		44,813		606,622

Loss Before Provision for Income Taxes		(10,047,582)		(10,240,583)
Provision for Income Taxes		—		—

Net Loss		(10,047,582)		(10,240,583)

Basic and Diluted Loss per Common Share	$	(0.16)	$	(0.16)
Weighted-average Shares Outstanding - Basic and Diluted		64,725,108		63,216,598

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

VUZIX CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Three Months Ended March 31,				Three Months Ended March 31,

	2023		2022		2024		2023

Cash Flows from Operating Activities
Cash Flows From (Used In) Operating Activities
Net Loss	$	(10,240,583)	$	(10,506,001)	$	(10,047,582)	$	(10,240,583)
Non-Cash Adjustments
Depreciation and Amortization		1,197,181		483,030		1,151,943		1,197,181
Stock-Based Compensation		3,667,509		4,319,748		2,392,945		3,667,509
Impairment of Patents and Trademarks		17,666		49,603		—		17,666
Loss on Fixed Asset Disposal						11,277		—
(Increase) Decrease in Operating Assets
Accounts Receivable		499,815		690,775		(805,714)		499,815
Accrued Revenues in Excess of Billings		76,952		—		165,771		76,952
Inventories		406,290		(407,084)		(867,825)		406,290
Manufacturing Vendor Prepayments		524,636		(82,513)		124,715		524,636
Prepaid Expenses and Other Assets		218,520		213,394		154,498		218,520
Increase (Decrease) in Operating Liabilities
Accounts Payable		59,618		(831,021)		331,162		59,618
Accrued Expenses		(412,566)		(292,286)		(1,564,459)		(412,566)
Unearned Revenue		12,391		1,825		138,932		12,391
Income and Other Taxes Payable		(192,156)		(74,549)		9,199		(192,156)

Net Cash Flows Used in Operating Activities		(4,164,727)		(6,435,079)		(8,805,138)		(4,164,727)

Cash Flows from Investing Activities
Cash Flows Used in Investing Activities
Purchases of Fixed Assets		(2,284,968)		(57,758)		(101,239)		(2,284,968)
Investments in Patents and Trademarks		(182,628)		(34,469)		(147,814)		(182,628)
Investments in Licenses, Intangibles and Other Assets		(2,000,000)		(125,000)
Investments in Licenses						(1,000,000)		(2,000,000)
Investments in Software Development		(125,000)		—		—		(125,000)
Investments in Other Assets		(100,000)		—		—		(100,000)

Net Cash Flows Used in Investing Activities		(4,692,596)		(217,227)		(1,249,053)		(4,692,596)

Cash Flows from Financing Activities
Proceeds from Exercise of Warrants		—		29,224
Cash Flows Provided by (Used in) Financing Activities
Purchases of Treasury Stock		(470,757)		(251,057)		—		(470,757)

Net Cash Flows Used in Financing Activities		(470,757)		(221,833)
Net Cash Flows Provided by (Used in) Financing Activities						—		(470,757)

Net Decrease in Cash and Cash Equivalents		(9,328,080)		(6,874,139)
Net Increase (Decrease) in Cash and Cash Equivalents						(10,054,191)		(9,328,080)
Cash and Cash Equivalents - Beginning of Period		72,563,943		120,203,873		26,555,592		72,563,943

Cash and Cash Equivalents - End of Period	$	63,235,863	$	113,329,734	$	16,501,401	$	63,235,863

Supplemental Disclosures
Unamortized Common Stock Expense included in Prepaid Expenses and Other Assets	$	1,061,885	$	1,001,232
Non-Cash Investment in Licenses		9,500,000		—
Stock-Based Compensation Expense - Expensed less Previously Issued		306,737		364,010	$	—	$	306,737

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

VUZIX CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 – Basis of Presentation

The accompanying unaudited consolidated financial statements of Vuzix Corporation (“the Company” or “Vuzix”) have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Regulation S-X of the Securities and Exchange Commission (the “SEC”). Accordingly, the unaudited consolidated financial statements do not include all information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. ~~Certain re-classifications have been made to prior comparable periods to conform with current reporting impacting Costs of Sales, Gross Profit and Depreciation and Amortization.~~ The results of the Company’s operations for the ~~three months~~Three Months ended March 31, ~~2023~~2024, are not necessarily indicative of the results of the Company’s operations for the full fiscal year or any other period.

The accompanying interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto of the Company as of and for the year ended December 31, ~~2022,~~2023, as reported in the Company’s Annual Report on Form 10-K filed with the SEC on ~~March 1, 2023.~~April 15, 2024.

~~Reclassification of Prior Year Presentation~~

Certain prior year amounts have been reclassified for consistency with the current year’s presentation. These reclassifications had no effect on the reported results of operations. An adjustment has been made to the Consolidated Statements of Operations forCustomer Concentrations

For the three months ended March 31, ~~2022, to reclassify depreciation expense related to our manufacturing operations from the amounts~~2024, one customer represented 60% of ~~reported depreciation~~total product revenue and amortization expenses originally included in Operating Expenses. This change in classification does not affect previously reported Net Loss or reported Cash Flows Used in Operating Activities in the Consolidated Statementstwo customers represented 68% and 31% of ~~Cash Flows or Consolidated Balance Sheets. The below table is a summary of the impact of these reclassifications:~~

For the Three Months Ended March 31, 2022

Condensed Statement of Operations

As Previously Presented

Reclassification

Revised

Total Sales

$
2,503,051

$
—

$
2,503,051

Cost of Sales - Products Sold

1,863,697

(60,099)

1,803,598

Cost of Sales - Depreciation and Amortization

—

223,785

223,785

Gross Profit

639,354

163,686

475,668

Operating Expenses:

Research and Development

3,103,444

3,103,444

Selling and Marketing

2,023,435

2,023,435

General and Administrative

5,453,833

5,453,833

Depreciation and Amortization

422,931

(163,686)

259,245

Impairment of Patents and Trademarks

49,603

49,603

Total Operating Expenses

11,053,246

(163,686)

10,889,560

Loss From Operations

(10,413,892)

—

(10,413,892)

Total Other Expense, Net

(92,109)

(92,109)

Net Loss

$
(10,506,001)

$
—

$
(10,506,001)

~~Customer Concentrations~~

engineering services revenue. For the three months ended March 31, 2023, one customer represented 74% of total product revenue. ~~For~~

As of March 31, 2024, three customers represented 37%, 23%, and 18% of accounts receivable. As of December 31, 2023, two customers represented 47% and 26% of accounts receivable.

Fair Value of Financial Instruments

The Company’s financial instruments primarily consist of cash and cash equivalents, accounts receivable, accounts payable, unearned revenue, accrued expenses, and income and other taxes payable. As of the consolidated balance sheet dates, the estimated fair values of the financial instruments were not materially different from their carrying values as presented due to the short maturities of these instruments.

Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. This basis of accounting contemplates the recovery of our assets and the satisfaction of liabilities in the normal course of business. These consolidated financial statements do not include any adjustments to the specific amounts and classifications of assets and liabilities, which might be necessary should we be unable to continue as a going concern. The Company incurred net losses for the three months ended March 31, ~~2022, one customer represented 11%~~2024 of ~~total product revenue.~~$10,047,582; $50,149,077 for the year ended December 31, 2023; and $40,763,573 for the year ended December 31, 2022. The Company had net cash outflows from operations of $8,805,138 for the three months ended March 31, 2024; $26,277,824 for the year ended December 31, 2023; and $24,521,082 for the year ended December 31, 2022. As of March 31, 2024, the Company had an accumulated deficit of $304,032,375. The Company’s cash outflows for investing activities were $1,249,053 for the three months ended March 31, 2024; $19,280,966 for the year ended December 31, 2023; and $21,170,816 for the year ended December 31, 2022.

These factors initially raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans to alleviate the conditions that raise substantial doubt include the implementation of operational improvements and the curtailment of certain development programs, both of which the Company expects will preserve cash. Management estimates the Company will have sufficient liquidity to fund operations at least through the second quarter of 2025.

Table of Contents

~~As of March 31, 2023, one customer represented 50% of accounts receivable. As of December 31, 2022, one customer represented 26% of accounts receivable.~~

~~Treasury Stock~~

Treasury stock purchases are accounted for under the cost method whereby the entire cost of the acquired stock is recorded as treasury stock. Gains and losses on the subsequent re-issuance of shares will be credited or charged to paid-in capital in excess of par value using the average-cost method.

~~Recent Accounting Pronouncements~~

~~In June 2016, the~~The Financial Accounting Standards Board ~~(the “FASB”)~~(FASB) issued ~~ASU 2016-13,~~Accounting Standards Update No. (ASU) 2014- 15, Presentation of Financial ~~Instruments - Credit Losses (Topic 326). ASU 2016-13 provides~~Statements — Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. As a result, management is primarily responsible for assessing if there is a ~~new impairment model which~~going concern issue when issuing an entity’s financial statements. The going concern assumption underlies all GAAP financial reporting and therefore requires ~~measurement~~ and ~~recognition~~assumes that the financial statements have been prepared on a going concern basis. It presumes that a Company will continue normal business operations into the future.

Additional disclosure is required when there is substantial doubt about business continuity or substantial doubt that has not been alleviated by management’s mitigation plans. As required under applicable accounting standards, management has concluded that substantial doubt may exist surrounding the Company's ability to meet its obligations within one year of expected credit losses for most financial assets and certain other instruments, including but not limited to, accounts receivable. The Company adopted ASU 2016-13 effective on January 1, 2023. The adoptionthe release of ~~this standard did not have a material impact on our consolidated~~the financial statements.

The Company’s cash requirements going forward are primarily for funding operating losses, research and development, working capital, license investments, and capital expenditures. The higher cash outflows for investments in the years ending December 31, 2023 and 2022 were mainly for the Company’s exclusive technology license and equity investment in microLED technology via Atomistic (see Notes 6 and 7). The Company paid $30,000,000 to Atomistic in the last two fiscal years. The Company currently is negotiating an extension to its existing license with Atomistic, however, there can be no assurance a definitive agreement will be reached or the dollar amount of any such renewal.

Our cash requirements related to funding operating losses depend upon numerous factors, including new product development activities, our ability to commercialize our products, our products’ timely market acceptance, selling prices and gross margins, and other factors. Historically, the Company has met its cash needs primarily through the sale of equity securities.

The Company’s management intends to take actions necessary to continue as a going concern, as discussed herein. The Company will need to grow its business significantly to become profitable and self-sustaining on a cash flow basis or it will be required to cut its operating costs significantly or raise new equity and/or debt capital. Management’s plans concerning these matters and managing our liquidity include, among other things:

●

Reductions in our cash annual operating expenses by approximately $8,000,000 for 2024 across all operating areas, representing a reduction of at least 20% as compared to 2023 levels, including the areas of Research and Development, Sales and Marketing and General and Administrative;

●

Implementation of a voluntary Company-wide payroll reduction program for all individuals with optional salary reductions of 10% to 50% depending upon the respective base salary level for the period running from May 1, 2024 to April 30, 2025. The expected cash savings will be approximately $1,600,000 and will result in the issuance of stock awards or stock options, at a rate of 150% or 200%, respectively, of the net cash wage reductions;

●

Further reductions of the rate of research and development spending on new technologies, particularly the use of external contractors.

●

We do not intend to increase our levels of investing activities for our 2024 fiscal year as compared to 2023, now that our waveguide plant expansion has been completed and the license fees payments under the Atomistic License have been substantially made;

●

Right-sizing of operations across all areas of the Company, including head-count hiring freezes or head-count reductions;

●

The expected margin contribution upon the commencement of volume manufacturing and sales of waveguides from our new waveguide plant in 2024, particularly to OEM customers;

●

Continued pursuit of licensing and strategic opportunities around our waveguide technologies with potential OEMs, which would include the receipt of upfront licensing fees and on-going supply agreements;

●

Delayed or curtailed discretionary and non-essential capital expenditures not related to near-term new products;

●

Reduction in the rate of new product introductions and further leveraging of existing platforms to reduce new product development and engineering costs;

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The Company has in the past sold equity securities and in early 2024 entered into a sales agreement with an investment banking firm for the issuance and sale of up to $50,000,000 of our common stock that may be issued and sold from time to time in an “at the market” offering. Management monitors the capital markets on an ongoing basis and may consider raising capital if favorable market conditions develop. If the Company’s actual results are less than projected or the Company needs to raise capital for additional liquidity, the Company may be required to pursue additional equity financings, further curtail expenses, or enter into one of more strategic transactions. However, management can make no assurance that the Company will be able to successfully complete any of the forementioned pursuits on terms acceptable to the Company, or at all.

While there can be no assurance the Company will be able to successfully reduce operating expenses or raise additional capital, management believes its historical success in managing cash flows and obtaining capital will continue into the foreseeable future. However, as a result of this uncertainty, doubt about the Company continuing as a going concern has not been fully alleviated to the satisfaction of its external auditors as noted in their audit report included with to the Company’s 10-K filed with the SEC on April 15, 2024.

Use of Estimates

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at year-end and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Variable Interest Entities

The Company determines at the inception of each arrangement whether an entity in which it has made an investment or in which the Company has other variable interests is considered a variable interest entity (VIE). The Company consolidates VIEs when it is the primary beneficiary. The Company is the primary beneficiary of a VIE when it has the power to direct activities that most significantly affect the economic performance of the VIE and have the obligation to absorb the majority of their losses or benefits. If the Company is not the primary beneficiary in a VIE, the Company accounts for the investment or other variable interests in a VIE in accordance with applicable GAAP. At each reporting period, the Company assesses whether any changes in our interest or relationship with the entity affect our determination of whether the entity is a VIE and, if so, whether the Company is the primary beneficiary.

We have an investment in a VIE, Atomistic, in which we are not the primary beneficiary. This VIE includes a private company investment, described further in Notes 6 and 7. We have determined that the governance and operating structures of this entity do not allow us to direct the activities that would significantly affect their economic performance. Therefore, we are not the primary beneficiary, and the results of operations and financial position of this VIE are not included in our consolidated financial statements. We account for this investment as a technology license and an equity investment. The maximum exposure of this unconsolidated VIE is generally based on the current carrying value of the investment. We have determined that the single source of our exposure to this VIE is our capital investment in them. The carrying value and maximum exposure of this unconsolidated VIE was $31.8 million as of March 31, 2024.

Recent Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09 "Income Taxes (Topics 740): Improvements to Income Tax Disclosures" to expand the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid. ASU 2023-09 is effective for our annual periods beginning January 1, 2025, with early adoption permitted. We are currently evaluating the potential effect that the updated standard will have on our financial statement disclosures.

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Note 2 – Revenue Recognition and Contracts with Customers

Disaggregated Revenue

The Company’s total revenue was comprised of two major product lines: Smart Glasses Sales and Engineering Services. ~~There were no Engineering Services revenue recorded in the three months ended March 31, 2023.~~ The following table summarizes the revenue recognized by major product line:


	Three Months Ended				Three Months Ended
	March 31,				March 31,
	2023		2022		2024		2023
Revenues
Products Sales	$	4,191,361	$	2,503,051	$	1,829,073	$	4,191,361
Engineering Services						174,794		—

Total Revenue					$	2,003,867	$	4,191,361

Significant Judgments

Under Topic 606 “Revenue from Contracts with Customers”, we use judgments that could potentially impact both the timing of our satisfaction of performance obligations and our determination of transaction prices used in determining revenue recognized by major product line. Such judgments include considerations in determining our transaction prices and when our performance obligations are satisfied for our standard product ~~sales that include an end-user 30-day right to return if not satisfied with product and general payment terms that are between Net 30 and 60 days.~~sales. For our ~~engineering services,~~Engineering Services, performance obligations are recognized over time using the input method and the estimated costs to complete each project are considered significant judgments.

Performance Obligations

Revenues from our performance obligations are typically satisfied at a point-in-time for Smart Glasses, Waveguides and Display Engines, and our OEM Products, which are recognized when the customer obtains control and ownership, which is generally upon shipment. The Company considers shipping and handling activities performed to be fulfillment activities and not a separate performance obligation. The Company also records revenue for performance obligations relating to our ~~engineering services~~Engineering Services over time by using the input method measuring progress toward satisfying the performance obligations. Satisfaction of our performance obligations related to our ~~engineering services~~Engineering Services is measured by the Company’s costs incurred as a percentage of total expected costs to project completion as the inputs of actual costs incurred by the Company are directly correlated with progress toward completing the contract. As such, the Company believes that our methodologies for recognizing revenue over time for our ~~engineering services~~Engineering Services correlate directly with the transfer of control of the underlying assets to our customers.

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Our standard product sales include a twelve (12) month assurance-type product warranty. In the case of certain of our OEM products and waveguide sales, some include a standard product warranty of up to eighteen (18) months to allow distribution channels to offer the end customer a full twelve (12) months of coverage. We offer extended warranties to customers which extend the standard product warranty on product sales for an additional twelve (12) month period. All revenue related to extended product warranty sales is deferred and recognized over the extended warranty period. Our ~~engineering services~~Engineering Services contracts vary from contract to contract but typically include payment terms of Net 30 days from the date of billing, subject to an agreed upon customer acceptance period.

As of March 31, 2024 and 2023, there were no outstanding performance obligations remaining for extended warranties.

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The following table presents a summary of the Company’s sales by revenue recognition method as a percentage of total net sales for the three months ended March 31:


	% of Total Net Sales				% of Total Net Sales
	2023		2022		2024		2023
Point-in-Time	100	%	100	%	91	%	100	%
Over Time – Input Method					9	%	0	%

Total					100	%	100	%

Remaining Performance Obligations

As March 31, 2024, the Company had $2,825,915 of remaining performance obligations under two current waveguide development projects, which represents the remainder of transaction prices totaling $3,565,000 under these development agreements, which commenced in 2023, less revenue recognized under percentage of completion to date. The Company expects to recognize the remaining revenue related to these projects, based upon expected due dates, of 58% in 2024 and 42% in 2025. Revenues earned less amounts invoiced at March 31, 2024 was nil and $165,771 at December 31, 2023.

As of March 31, 2023, the Company had approximately $165,000 of remaining performance obligations under a current waveguide development project, which represents the remainder of the total transaction price of approximately $800,000 under this development agreement, ~~which commenced in 2022,~~ less revenue recognized under percentage of completion to date. The Company ~~expects to~~did recognize the remaining revenue related to this project in the second quarter of 2023. ~~Revenues earned less amounts invoiced at~~

As of March 31, ~~2023 in~~2024, the ~~amount of $192,177 are reflected as Accrued Revenues in Excess of Billings in the accompanying Consolidated Balance Sheet.~~

~~The~~ Company had no material outstanding performance obligations related to product sales, other than its standard product warranty.

Note 3 – Loss Per Share

Basic loss per share is computed by dividing the loss attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution from the assumed exercise of stock options. During periods of net loss, all common stock equivalents are excluded from the diluted EPS calculation because they are anti-dilutive. Since the Company reported a net loss for the three months ended March 31, ~~2023~~2024 and ~~2022,~~2023, the calculation for basic and diluted earnings per share is considered to be the same, as the impact of potential common shares is anti-dilutive. AtAs of March 31, ~~2023~~2024 and ~~2022,~~2023, there were ~~8,603,308~~8,369,154 and ~~8,611,365~~8,603,308 common stock share equivalents, for the three months then ended, respectively, potentially ~~exercisable or~~ issuable ~~under conversion or~~from the exercise of stock options that could dilute basic earnings per share in the future.

Note 4 – Inventories, Net

Inventories are stated at the lower of cost and net realizable value, and consisted of the following:


	March 31,		December 31,		March 31,		December 31,
	2023		2022		2024		2023

Purchased Parts and Components	$	10,018,357	$	10,399,527	$	10,358,291	$	9,500,415
Work-in-Process		358,857		344,242		346,759		394,923
Finished Goods		2,255,516		1,941,689		4,921,804		4,880,643
Less: Reserve for Obsolescence		(1,771,051)		(1,417,489)		(5,758,599)		(5,775,551)

Inventories, Net	$	10,861,679	$	11,267,969	$	9,868,255	$	9,000,430

911

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Note 5 – Fixed Assets

Fixed Assets consisted of the following:


	March 31,		December 31,		March 31,		December 31,
	2023		2022		2024		2023
Tooling and Manufacturing Equipment	$	8,050,657	$	6,065,445	$	8,783,670	$	8,793,192
Leaseholds		1,366,128		826,329		2,863,207		3,162,695
Computers and Purchased Software		765,237		760,256		679,138		833,794
Furniture and Equipment		2,505,091		2,487,650		2,431,846		2,580,904
		12,687,113		10,139,680		14,757,861		15,370,585
Less: Accumulated Depreciation		(6,547,174)		(6,261,175)		(6,835,622)		(7,297,755)
Fixed Assets, Net	$	6,139,939	$	3,878,505	$	7,922,239	$	8,072,830

~~During the three months ended~~December 31, 2023 asset groupings have been reclassified to conform with March 31, 2023, the Company invested approximately $2,200,000 in tooling and manufacturing equipment and leasehold improvements, as part of the Company’s new waveguide expansion project. Construction on the Company’s new facility began late in December 2022 and is expected to be completed by the end of May 2023.2024 presentation.

Total depreciation expense for fixed assets ~~not included in Cost of Sales,~~ for the three months ended March 31, 2024 and 2023 was $290,820 and ~~2022 was $102,451 and $117,087,~~$285,997, respectively.

Note 6 – Technology Licenses, Net

March 31,

December 31,

2023

2022

Licenses

$
32,443,356

$
2,443,356
Additions

—

30,000,000
Less: Accumulated Amortization

(3,111,551)

(2,284,667)
Licenses, Net

$
29,331,805

$
30,158,689

The changes in the Company’s Technology Licenses for the three months ended March 31, 2024, were as follows:


	March 31,		December 31,
	2024		2023

Licenses	$	32,443,356	$	32,443,356
Additions		—		—
Less: Accumulated Amortization		(6,419,289)		(5,592,355)
Licenses, Net	$	26,024,067	$	26,851,001

Total amortization expense related to technology licenses for the three months ended March 31, 2024, and 2023 was $818,334 and $867,153, respectively.

These intangible technology license assets are being amortized over a ten-year period, which began on May 12, 2022 and, as modified, on December 16, 2022. The Atomistic technology license represents $30,000,000 of the total licenses on-hand. The remaining funding commitment of $1,000,000 associated with this license was ~~$826,884~~paid in January 2024.

Until such time as the Company owns a controlling interest in Atomistic following by the issuance of Vuzix shares (see Note 12) for the completion of all development milestones, or is permitted to waive them and ~~$56,700, respectively.~~accelerate the share issuances for 100% ownership of Atomistic, the Company and Atomistic must negotiate every 12 to 24 months new license fee commitments for the extension of the Company’s exclusive license. If such amounts cannot be agreed this would result in the termination of Vuzix’s existing license to the Atomistic technologies.

Note 7 – Investment in Atomistic

In November 2023, Atomistic successfully reached six of ten technological milestones under its technology license agreement (Note 6) with the Company executed on December 16, 2022. As a result of these achievements, the Company issued to the Atomistic Founders 1,397,500 shares of the Company's common stock and paid them $2,500,000 in exchange for 13,682 shares of Series A Preferred stock of Atomistic. The fair market value of the common shares when issued was $2.35 per share or a total of $3,284,126.

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The stock of Atomistic does not have a readily determinable fair value, as it’s a private company; therefore, under ASC 321, the investment in Atomistic stock is accounted for at cost, unless a transaction occurs, indicating a known fair value or if indications of an impairment of the investment are known. The Company reviewed its investment in Atomistic for impairment and no indicators of impairment have occurred on or before March 31, 2024.

Note 78 - Other Assets

The Company’s Other Assets, were as follows:

March 31,

December 31,

2023

2022
Private Corporation Investments

$
450,000

$
450,000
Additions

100,000

—
Total Private Corporation Investments (at cost)

550,000

450,000

Software Development Costs

875,000

750,000
Additions

125,000

125,000
Less: Accumulated Amortization

(430,556)

(375,000)
Software Development Costs, Net

569,444

500,000

Unamortized Common Stock Expense included in Long-Term Prepaid Expenses

596,552

631,143

Total Other Assets

$
1,715,996

$
1,581,143


	March 31,		December 31,
	2024		2023
Private Corporation Investments	$	650,000	$	450,000
Additions		—		200,000
Total Private Corporation Investments (at cost)		650,000		650,000

Software Development Costs		1,000,000		875,000
Additions		—		125,000
Less: Accumulated Amortization		(680,557)		(638,889)
Software Development Costs, Net		319,443		361,111

Total Other Assets	$	969,443	$	1,011,111

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InDuring the year ended December 31, 2021, the Company acquired, for a purchase price of $200,000, an ownership interest of 3%, in the form of preferred stock, in a private corporation developing smart glasses software for use by retailers in the ~~stock keeping~~stockkeeping of inventory, amongst other uses. In the ~~three months~~year ended ~~March~~December 31, 2023, the Company purchased an additional $100,000 of preferred stock in this corporation ~~through a subsequent round of funding in order~~ to retain a 2% ownership interest.

~~During 2020,~~In June 2023, the Company ~~invested $500,000~~purchased $100,000 of preferred stock, along with warrants, in ~~Android operating systems upgrades~~a UK-based public company developing new semiconductor materials for ~~its CPU platform used in its M400 and M4000 products. This upgrade was finished and placed into service in the beginning of the fourth quarter of 2020. This capitalized asset is being amortized on~~displays. The investment represents less than a ~~straight-line basis over its expected product life cycle of~~ ~~thirty-six~~ (36) months, which began on October 1, 2020. In October 2021, the Company invested $250,000 and in the first quarter of 2022 the Company invested an additional $125,000 for further Android operating systems version upgrades to the CPU platform it uses in its M400 and M4000 products. In the three months ended March 31, 2023, a final investment of $125,000 was made to these system upgrades, which were placed into service during the quarter. These additional upgrades of $500,000 are being amortized on a straight-line base over ~~thirty-six~~ (36~~) months.~~1% ownership interest.

Total amortization expense related to all software updates, included in cost of sales, for the three months ended March 31, 2024, and 2023 were $41,668 and ~~2022 were~~ $55,556, ~~and $41,666,~~ respectively.

Note 89 – Accrued Expenses

Accrued expenses consisted of the following:


	March 31,		December 31,		March 31,		December 31,
	2023		2022		2024		2023

Accrued Wages and Related Costs	$	580,002	$	843,537	$	468,458	$	1,711,707
Accrued Professional Services		189,760		263,800		160,425		362,100
Accrued Warranty Obligations		194,427		159,927		133,780		188,249
Other Accrued Expenses		502,025		403,275		89,321		154,387

Total	$	1,466,214	$	1,670,539	$	851,984	$	2,416,443

The Company has warranty obligations in connection with the sale of certain of its products. The warranty period for its products is generally twelve ~~(12)~~(12) months, unless the customer purchases an extended warranty for an additional twelve (12) months. The costs incurred to provide for these warranty obligations are estimated and recorded as an accrued ~~expense~~liability at the time of sale. The Company estimates its future warranty costs based upon product-based historical performance rates and related costs to repair. ~~Included in Other Accrued Expenses is $435,000 for external development work related to our waveguide development projects which was completed through March 31, 2023 but not yet invoiced.~~

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The changes in the Company’s accrued warranty obligations for the three months ended March 31, ~~2023~~2024, were as follows:


Accrued Warranty Obligations at December 31, 2022	$	159,927
Accrued Warranty Obligations at December 31, 2023			$	188,249
Reductions for Settling Warranties		(91,241)		(109,341)
Warranties Issued During Year		125,741
Warranties Issued During Period				54,872

Accrued Warranty Obligations at March 31, 2023	$	194,427
Accrued Warranty Obligations at March 31, 2024			$	133,780

Note 910 – Income Taxes

The Company’s effective income tax rate is a combination of federal, state and foreign tax rates and differs from the U.S. statutory rate due to taxes on foreign income, permanent differences including tax-exempt interest, and the resolution of tax uncertainties, offset by a valuation allowance against U.S. deferred income tax assets.

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Note 1011 – Capital Stock

Preferred stock

The Board of Directors is authorized to establish and designate different series of preferred stock and to fix and determine their voting powers and other rights and terms. A total of 5,000,000 shares of preferred stock with a par value of $0.001 are authorized as of March 31, ~~2023~~2024, and December 31, ~~2022.~~2023. Of this total, 49,626 shares are designated as Series A Preferred Stock. There were nil shares of Series A Preferred Stock issued and outstanding on March 31, ~~2023~~2024, and December 31, ~~2022, respectively.~~2023.

Common Stock

The Company’s authorized common stock consists of 100,000,000 shares, par value of $0.001. There were ~~63,787,858~~65,304,780 shares issued and ~~63,208,186~~64,725,108 shares outstanding as of March 31, ~~2023~~2024 and ~~63,783,779 shares issued and 63,319,107 shares outstanding as of~~ December 31, ~~2022.~~2023.

In connection with the Atomistic Technology Licenses discussed in Note 6, on November 20, 2023, the Company issued a total of 1,397,500 shares of common stock to the Founders of Atomistic SAS (“Atomistic”) for the achievement of certain technological milestones under a license agreement entered into between the Company, Atomistic and the Founders, along with cash consideration in exchange for equity in Atomistic (see Note 7). Pursuant to the Stock Purchase Agreement with Atomistic and its Founders, the Company will, contingent upon completion of certain deliverables and the achievement of further milestones contained in the Atomistic Agreements, be committed to issue, depending on the Company’s share price at the time of their issuance, a further minimum of approximately 890,000 up to a maximum of 1,446,250 common shares to the Founders of Atomistic (as consideration for certain shares of Atomistic) which would result in Vuzix owning Series A Preferred shares in Atomistic that would be converted into ordinary shares of Atomistic and Vuzix ultimately owning nearly 100% of Atomistic, with Atomistic becoming a subsidiary of the Company.

Within five years of the commencement of the Atomistic Agreements, the Company has agreed to issue up to a 15% equity bonus of the previously issued common shares to Atomistic stockholders, if: (i) the Company engages in a change-of-control transaction for an implied equity value of at least $3.5 billion or (ii) the Company’s market valuation exceeds $3.5 billion. This could result in the issuance of an additional 291,346 to 473,438 shares of the Company’s common stock when that valuation target is exceeded. None of these share commitments have been issued to date.

Treasury Stock

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Company repurchased 115,000 shares of our common stock at an average cost of $4.06, before commission of $0.03 per share. As of March 31, ~~2023,~~2024, 579,672 shares of our common stock were held in treasury.

Note 1112 – Stock-Based Compensation

A summary of stock option activity related to the Company’s standard employee incentive plan (excluding options awarded under the Long-Term Incentive Plan (LTIP) – Note ~~12)~~13) for the three months ended March 31, ~~2023~~2024, is as follows:


		Weighted		Average		Weighted		Average
	Number of	Average		Remaining Life	Number of	Average		Remaining Life
	Options	Exercise Price		(years)	Options	Exercise Price		(years)
Outstanding at December 31, 2022	2,805,673	$	7.80	7.28
Outstanding at December 31, 2023					2,911,308	$	7.60	6.30
Granted	25,000		3.64		—		—
Exercised	(2,512)		1.33		—		—
Expired or Forfeited	(8,853)		15.23		(276,654)		7.10

Outstanding at March 31, 2023	2,819,308	$	7.74	7.07
Outstanding at March 31, 2024					2,634,654	$	7.65	5.79

The weighted average remaining contractual term for all options as of March 31, ~~2023~~2024, and December 31, ~~2022~~2023, was ~~7.07~~5.79 years and ~~7.28~~6.30 years, respectively.

As of March 31, ~~2023,~~2024, there were ~~1,642,429~~2,093,850 options that were ~~fully-vested~~fully vested and exercisable at a weighted average exercise price of ~~$6.94~~$7.22 per share. The weighted average remaining contractual term of the vested options is ~~6.2~~5.2 years.

As of March 31, ~~2023,~~2024, there were ~~1,176,879~~540,804 unvested options exercisable at a weighted average exercise price of ~~$8.84~~$9.35 per share. The weighted average remaining contractual term of the unvested options is ~~8.3~~8.0 years.

The weighted average fair value of option grants was calculated using the Black-Scholes-Merton option pricing method. As of March 31, ~~2023,~~2024, the Company had ~~$7,393,432~~$3,426,239 of unrecognized stock compensation expense, which will be recognized over a weighted average period of ~~2.3~~1.6 years.

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For the three months ended March 31, ~~2023~~2024, and ~~2022,~~2023, the Company recorded total stock-based compensation expense, including stock awards but excluding stock option awards under the Company’s LTIP, of ~~$1,129,566~~$983,650 and ~~$1,350,610,~~$1,129,566, respectively.

Note 1213 – Long-Term Incentive Plan

On March 17, 2021, the Company granted options to purchase a total of 5,784,000 shares of common stock to its officers and certain other members of its management team. The options were granted under the Company’s existing 2014 Incentive Stock Plan. The options have an exercise price of $19.00, with 375,000 options vesting immediately and the remaining portion vesting upon the achievement of certain equity market capitalization milestones, and revenue and EBITDA operational milestones. For the three months ended March 31, ~~2023~~2024, and ~~2022,~~2023, the Company recorded non-cash stock-based compensation expense of ~~$2,537,944~~$1,409,294 and ~~$2,969,138,~~$2,537,944, respectively, for options that vested or are probable to vest. These expenses are presented in the same financial statement line items in the Statements of Operations as the cash-based compensation expenses for the same employees.

The fair value of option grants was calculated using a Monte Carlo simulation for the equity market capitalization tranches and the Black-Scholes-Merton option pricing method for the operational milestone tranches. As of March 31, ~~2023,~~2024, we had ~~$14,671,988~~$7,384,031 of total unrecognized stock-based compensation expense for the portion of options tied to equity market capitalization milestones and the portion of options tied to operational milestones that were considered probable of achievement, all of which ~~will be~~are being recognized over a service period of up to three to four years.

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The probabilities of the milestone achievements are subject to catch-up adjustments in each instance where an equity market capitalization milestone is achieved or when an operational milestone becomes probable to be achieved or is achieved. Compensation costs could be reversed in subsequent periods if an awardee leaves the Company prior to the ~~expiration~~completion of the ~~option life~~requisite service period for market capitalization milestone or performance award vesting of a performance award no longer determined to be probable. If such milestones are achieved earlier in their expected service periods, the remaining unrecognized compensation expense related to that particular milestone would be accelerated and recognized in full during the period where that achievement is affirmed by the Board of Directors. As of ~~December~~March 31, ~~2022,~~2024, and going forward, should all of the operational milestones which are currently not yet deemed probable of achievement become probable of achievement or are achieved, then the Company could ultimately recognize up to an additional ~~$34.1~~$34 million in non-cash stock-based compensation expense at such time.

The unvested remaining equity market and operational milestones under the LTIP with their total related option grants and criteria achievement weightings of the options available for meeting a target are shown in the following table. Of the total ~~5,409,000~~5,359,500 unvested options outstanding as of March 31, ~~2023,~~2024, there are ~~2,704,500~~2,679,750 options unvested for the achievement of Equity Market Capitalization targets, ~~1,893,150~~1,875,825 unvested options for the achievement of annual ~~Revenue~~revenue targets, and ~~811,350~~803,925 unvested options for the achievement of annual EBITDA Margins Before Non-Cash Charges targets.

Award Potential
Criteria Achievement Weighting

50% of Options Available
35% of Options Available
15% of Options Available
Options Available
(Subject to Vesting)
Equity Market
Capitalization
Target
Last Twelve Months Revenue
Target
Last Twelve Months EBITDA
Margin before
Non-Cash
Charges Target

686,000
$ 2,000,000,000
$ 25,000,000
0.0%
686,000
3,000,000,000
50,000,000
2.0%
686,000
4,000,000,000
100,000,000
4.0%
686,000
5,000,000,000
200,000,000
6.0%
586,000
6,000,000,000
300,000,000
8.0%
586,000
7,000,000,000
450,000,000
10.0%
561,000
8,000,000,000
675,000,000
12.0%
491,000
9,000,000,000
1,000,000,000
14.0%
441,000
10,000,000,000
1,500,000,000
16.0%
5,409,000


Award Potential	Criteria Achievement Weighting
	50% of Options Available	35% of Options Available	15% of Options Available
Options Available (Subject to Vesting)	Equity Market Capitalization Target	Last Twelve Months Revenue Target	Last Twelve Months EBITDA Target



680,500	$ 2,000,000,000	$ 25,000,000	0.0%
680,500	3,000,000,000	50,000,000	2.0%
680,500	4,000,000,000	100,000,000	4.0%
680,500	5,000,000,000	200,000,000	6.0%
580,500	6,000,000,000	300,000,000	8.0%
580,500	7,000,000,000	450,000,000	10.0%
555,500	8,000,000,000	675,000,000	12.0%
485,500	9,000,000,000	1,000,000,000	14.0%
435,500	10,000,000,000	1,500,000,000	16.0%
5,359,500

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Note 1314 – Litigation

We are not currently involved in any actual or pending legal proceedings or litigation ~~that~~ we consider to be material, and we are not aware of any such material proceedings contemplated by or against us or involving our property.

Note 1415 – Right-of-Use Assets and Liabilities

Future lease payments under operating leases as of March 31, ~~2023~~2024, were as follows:


2023	$	523,238
2024		191,120	$	418,892
2025		132,982		511,980
Total Future Lease Payments		847,340		930,872
Less: Imputed Interest		(55,736)		(56,021)
Total Lease Liability Balance	$	791,604	$	874,851

The Company has signed lease agreements, with the largest being for its office and manufacturing facility in the West Henrietta, New York area under an operating lease that commenced October 3, 2015, and was set to expire on October 3, 2020. This lease had an original five-year term with an option by the Company to renew for two additional three-year terms at pre-agreed to lease rates. On June 25, 2020, the Company exercised the first of two renewal terms, extending the current lease term to January 31, 2024. On January 16, 2024, the Company exercised the second renewal

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extending the current lease term to November 30, 2025. As a result, the Company recorded an additional Right-of-Use asset and Right-of-Use liability of $700,770 on the Consolidated Balance Sheets as of January 16, 2024.

Operating lease costs under the operating leases totaled ~~$203,339~~$191,505 and ~~$162,365~~$203,339 for the three months ended March 31, ~~2023~~2024, and ~~2022,~~2023, respectively.

As of March 31, ~~2023,~~2024, the weighted average discount rate was ~~7.1%~~8.3% and the weighted average remaining lease term was 1.7 years.

Note 16 – Subsequent Events

On May 6, 2024, the Company implemented a voluntary Company-wide payroll reduction program for all individuals with optional salary reductions of 10% to 50% depending upon the respective base salary level for the period running from May 1, 2024 to April 30, 2025. The expected cash savings will be approximately $1,600,000 and will result in the issuance of stock awards or stock options, at a rate of 150% or 200%, respectively, of the net cash wage reductions.

The fair market value of these stock awards and stock option awards has been determined at $1.33 and $0.99, respectively, and a total of 585,345 stock awards and 2,150,008 stock option awards were issued. These awards are subject to vesting and resale rules.

Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis of financial condition and results of operations in conjunction with the financial statements and related notes appearing elsewhere in this quarterly report and in our Annual Report on Form 10-K for the year ended December 31, ~~2022.~~2023.

As used in this report, unless otherwise indicated, the terms “Company,” “Vuzix”, “management,” “we,” “our,” and “us” refer to Vuzix Corporation.

Critical Accounting Policies and Significant Developments and Estimates

The discussion and analysis of our financial condition and results of operations is based upon our unaudited consolidated financial statements and related notes appearing elsewhere in this quarterly report. The preparation of these statements in conformity with GAAP requires the appropriate application of certain accounting policies, many of which require us to make estimates and assumptions about future events and their impact on amounts reported in our consolidated financial statements, including the statement of operations, balance sheet, cash flow and related notes. We continually evaluate our estimates used in the preparation of our financial statements, including those related to revenue recognition, ~~bad debts,~~allowance for credit losses, inventories, warranty reserves, product warranty, carrying value of long-lived assets, fair value measurement of financial instruments, valuation of stock compensation awards, achievement of equity market capitalization and probability of operational milestones being achieved under our LTIP, and income taxes. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about carrying values of assets and liabilities that are not apparent from other sources. Since future events and their impact cannot be determined with certainty, the actual results will inevitably differ from our estimates. Such differences could be material to the consolidated financial statements.

We believe that our application of accounting policies, and the estimates inherently required therein, are reasonable. We periodically re-evaluate these accounting policies and estimates and make adjustments when facts and circumstances ~~dictate a change.~~dictate. Historically, we have found our application of accounting policies to be appropriate, and actual results have not differed materially from those determined using such necessary estimates.

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Management believes certain factors and trends are important in understanding our financial performance. The critical accounting policies, judgments and estimates ~~that~~ we believe have the most significant effect on our consolidated financial statements are:

●

Valuation of inventories;

●

Going Concern;

●

Variable Interest Entities;

●

Business combinations;

●

Carrying value of long-lived assets;

●

Software development costs;

●

Revenue recognition;

●

Product warranty;

●

Stock-based compensation; and

●

Income taxes.

Our accounting policies are more fully described in the notes to our consolidated financial statements included in this quarterly report and in our Annual Report on Form 10-K for the year ended December 31, ~~2022.~~2023. There have been no significant changes in our accounting policies for the three months ended March 31, ~~2023.~~2024.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have, or are reasonably likely to have, an effect on our financial condition, financial statements, revenues or expenses.

Business Matters

We are engaged in the design, manufacture, marketing and sale of ~~wearable computing devices and~~ augmented reality wearable display devices also referred to as head mounted displays (or ~~HMDs), heads-up displays (HUDs) or~~HMDs, but also known as near-eye ~~displays,~~displays), in the form of Smart Glasses and Augmented Reality (AR) glasses. Our wearable display devices are worn like eyeglasses or attach to a ~~head-worn~~head worn mount. These devices typically include cameras, sensors, and a computer that enable the user to view, record and interact with video and digital content, such as computer data, the ~~internet,~~Internet, social media or entertainment applications. Our wearable display products integrate ~~display~~micro-display technology with our advanced optics to produce compact high-resolution display engines, less than half an inch diagonally, which when viewed through our Smart Glasses products create virtual images that appear comparable in size to that of a computer monitor or a large-screen television.

With respect to our Smart Glasses and AR products, we are focused on the enterprise, defense, industrial, ~~commercial, security, first responder,~~ medical and ~~defense~~commercial markets. All of the mobile display and mobile electronics markets in which we compete have been subject to rapid technological change over the last decade including the rapid adoption of tablets, larger screen sizes and display resolutions along with declining prices on mobile phones and other computing devices, and as a result we must continue to improve our products’ performance and lower our costs. We also provide custom solutions and engineering services to third parties, including OEMs, of waveguides to enable fully-integrated wearable display systems, including HMDs to commercial, industrial and defense customers. We do not offer “work-for-hire” services per se but rather offer our engineering services for projects that we expect could result in advancingbelieve our technology, intellectual property portfolio and ~~potentially lead to long-term supply or OEM relationships.~~position in the marketplace give us a leadership position in AR and Smart Glasses products, waveguide optics, microLEDs and display engine technology.

All of the mobile displays and wearable and mobile electronics markets in which we compete, including mobile and wearable displays and electronics, have been and continue to be subject to consistent and rapid technological

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change, with ever greater capabilities and performance, including mobile devices with larger screen sizes and improved display resolutions as well as, in many cases, reductions in pricing for mobile devices. As a result, we must continue to

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improve our products’ performance and lower our costs. We believe our intellectual property portfolio gives us a leadership position in the design and manufacturing of micro-display projection engines, waveguides, mechanical packaging, ergonomics, and optical systems.

Recent Accounting Pronouncements

See Note 1 to the Unaudited Consolidated Financial Statements.

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Results of Operations

Comparison of Three Months Ended March 31, ~~2023~~2024 and ~~2022~~2023

The following table compares the Company’s consolidated statements of operations data for the three months ended March 31, ~~2023~~2024 and ~~2022:~~2023:


	Three Months Ended March 31,										Three Months Ended March 31,
							Dollar		% Increase								Dollar		% Increase
	2023			2022			Change		(Decrease)		2024			2023			Change		(Decrease)

Sales:
Sales of Products	$	4,191,361		$	2,503,051		$	1,688,310	67	%	$	1,829,073		$	4,191,361		$	(2,362,288)	(56)	%
Sales of Engineering Services												174,794			—			174,794	NM

Total Sales												2,003,867			4,191,361			(2,187,494)	(52)	%

Cost of Sales:
Cost of Sales - Products		3,082,439			1,803,598			1,278,841	71	%		1,807,593			3,082,439			(1,274,846)	(41)	%
Cost of Sales - Depreciation and Amortization		232,916			223,785			9,131	4	%		181,566			232,916			(51,350)	(22)	%
Cost of Sales - Engineering Services												67,961			—			67,961	NM

Total Cost of Sales		3,315,355			2,027,383			1,287,972	64	%		2,057,120			3,315,355			(1,258,235)	(38)	%

Gross Profit		876,006			475,668			400,338	84	%
Gross Profit %		21	%		19	%
Gross Profit (Loss)												(53,253)			876,006			(929,259)	(106)	%
Gross Profit (Loss)%												(3)	%		21	%

Operating Expenses:
Research and Development		3,069,797			3,103,444			(33,647)	(1)	%		2,738,449			3,069,797			(331,348)	(11)	%
Selling and Marketing		2,539,659			2,023,435			516,224	26	%		2,220,782			2,539,659			(318,877)	(13)	%
General and Administrative		5,131,824			5,453,833			(322,009)	(6)	%		4,098,257			5,131,824			(1,033,567)	(20)	%
Depreciation and Amortization		964,265			259,245			705,020	272	%		970,377			964,265			6,112	1	%
Loss on Fixed Asset Disposal												11,277			—			11,277	NM
Impairment of Patents and Trademarks		17,666			49,603			(31,937)	(64)	%		—			17,666			(17,666)	(100)	%

Loss from Operations		(10,847,205)			(10,413,892)			(433,313)	4	%		(10,092,395)			(10,847,205)			754,810	(7)	%

Other Income (Expense):
Investment Income		695,783			6,280			689,503	10,979	%		152,599			695,783			(543,184)	(78)	%
Income and Other Taxes		(87,795)			(47,632)			(40,163)	84	%		(282)			(87,795)			87,513	(100)	%
Foreign Exchange Loss		(1,366)			(50,757)			49,391	(97)	%		(107,504)			(1,366)			(106,138)	7,770	%

Total Other Income (Expense), Net		606,622			(92,109)			698,731	(759)	%
Total Other Income, Net												44,813			606,622			(561,809)	(93)	%

Loss Before Provision for Income Taxes		(10,240,583)			(10,506,001)			265,418	(3)	%		(10,047,582)			(10,240,583)			193,001	(2)	%
Provision for Income Taxes		—			—			—	—	%		—			—			—	—	%

Net Loss	$	(10,240,583)		$	(10,506,001)		$	265,418	(3)	%	$	(10,047,582)		$	(10,240,583)		$	193,001	(2)	%

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Sales. There was ~~an increase~~a decrease in total sales for the three months ended March 31, ~~2023~~2024, compared to the same period in ~~2022~~2023 of ~~$1,688,310,~~$2,187,494, or ~~67%~~52%. The following table reflects the major components of our sales:


	Three Months Ended		% of		Three Months Ended		% of		Dollar		% Increase		Three Months Ended		% of		Three Months Ended		% of		Dollar		% Increase
	March 31, 2023		Total Sales		March 31, 2022		Total Sales		Change		(Decrease)		March 31, 2024		Total Sales		March 31, 2023		Total Sales		Change		(Decrease)
Sales of Products	$	4,191,361	100	%		2,503,051	100	%	$	1,688,310	67	%	$	1,829,073	91	%	$	4,191,361	100	%	$	(2,362,288)	(56)	%
Sales of Engineering Services														174,794	9	%		—	0	%		174,794	NM
Total Sales													$	2,003,867	100	%	$	4,191,361	100	%	$	(2,187,494)	(52)	%

Sales of products ~~increased~~decreased by ~~67%~~56% for the three months ended March 31, ~~2023~~2024, compared to the same period in ~~2022. Smart~~2023. Lack of smart glasses revenue was the primary driver of this ~~increase,~~decrease as unit sales of our M400 product ~~increased significantly, partially offset by higher average sales discounts due to larger volume reseller sales, as~~decreased compared to ~~that during~~ the ~~same period in 2022.~~previous year’s comparable period.

~~There were no~~Sales of engineering services ~~revenue~~ for the three months ended March 31, 2024, was $174,794, compared to nil in the comparable 2023 ~~and 2022.~~period.

Cost of Sales and Gross ~~Profit.~~Profit (Loss). Cost of product revenues and engineering services are comprised of materials, components, labor, warranty costs, freight costs, manufacturing overhead, software royalties, the ~~non-cash~~ depreciation for our tooling and manufacturing equipment, and amortization of software development costs related to the production of our products and rendering of engineering services. The following table reflects the components of our cost of goods sold:


	Three Months Ended		As % Related		Three Months Ended		As % Related		Dollar		% Increase		Three Months Ended		As % Related		Three Months Ended		As % Related		Dollar		% Increase
	March 31, 2023		Total Sales		March 31, 2022		Total Sales		Change		(Decrease)		March 31, 2024		Total Sales		March 31, 2023		Total Sales		Change		(Decrease)
Product Cost of Sales		2,546,951	61	%	$	1,406,745	56	%	$	1,140,206	81	%	$	1,317,345	66	%	$	2,546,951	61	%	$	(1,229,606)	(48)	%
Manufacturing Overhead - Unapplied		535,488	13	%		396,853	16	%		138,635	35	%		490,248	25	%		535,488	13	%		(45,240)	(8)	%
Depreciation and Amortization		232,916	6	%		223,785	9	%		9,131	4	%		181,566	9	%		232,916	6	%		(51,350)	(22)	%
Engineering Services Costs Sales														67,961	3	%		—	—	%		67,961	NM

Total Cost of Sales	$	3,315,355	79	%	$	2,027,383	81	%	$	1,287,972	64	%	$	2,057,120	103	%	$	3,315,355	79	%	$	(1,258,235)	(38)	%

Gross Profit	$	876,006	21	%	$	475,668	19	%	$	400,338	84	%
Gross Profit (Loss)													$	(53,253)	(3)	%	$	876,006	21	%	$	(929,259)	(106)	%

For the three months ended March 31, ~~2023,~~2024, there was a gross ~~profit~~loss from total sales ~~was~~of $53,253 or 3% as compared to a gross profit of $876,006 or 21% ~~as compared to $475,668 or 19%~~ in the ~~same~~comparable period in ~~2022.~~2023.

~~Manufacturing~~Unapplied manufacturing overhead costs, not already added in ~~Cost~~product cost of ~~Sales, increased~~sales, decreased by ~~$138,635~~$45,240 or ~~35%~~8% for the three months ended March 31, ~~2023~~2024, over the ~~2022~~2023 comparable ~~period,~~period. Such costs, however, ~~such costs decreased~~increased as a percentage of total sales to ~~13%~~25% as compared to ~~16%~~13% in ~~2022.~~2023 due to lower quarterly product revenue. The ~~increase~~decrease in the net dollar amount of these unapplied overhead costs in the current period versus the prior period was primarily driven by ~~lower than~~improvements in actual versus originally planned production ~~output due to some supply chain issues, which have improved significantly in~~levels during the ~~second quarter.~~period.

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Research and Development. Our research and development expenses consist primarily of compensation costs for personnel, including non-cash stock-based compensation expenses, third-party services, purchase of research supplies and materials, and consulting fees related to research and development. Software development expenses to determine technical feasibility before final development and ongoing maintenance are not capitalized and are included in research and development expenses.



	Three Months Ended		% of		Three Months Ended		% of		Dollar		% Increase		Three Months Ended		% of		Three Months Ended		% of		Dollar		% Increase
	March 31, 2023		Total Sales		March 31, 2022		Total Sales		Change		(Decrease)		March 31, 2024		Total Sales		March 31, 2023		Total Sales		Change		(Decrease)
Research and Development	$	3,069,797	73	%	$	3,103,444	124	%	$	(33,647)	(1)	%	$	2,738,449	137	%	$	3,069,797	73	%	$	(331,348)	(11)	%

Research and development expenses for the three months ended March 31, ~~2023~~2024 decreased by ~~$33,647~~$331,348 or 1%11%, as compared to the ~~same~~comparable period in ~~2022.~~2023. This decrease was largely due to a ~~decline of $61,300~~$281,116 decrease in ~~recruitment~~salary and ~~hiring~~benefits related expenses ~~mostly offset by an increase of $52,243~~and a $58,595 reduction in external development ~~expenses and consultants related to our new products.~~expenses.

Selling and Marketing. Selling and marketing expenses consist of trade show costs, advertising, sales samples, travel costs, sales staff compensation costs including non-cash stock-based compensation expense, consulting fees, public relations agency fees, website costs, and sales commissions paid to full-time staff and outside consultants.



	Three Months Ended		% of		Three Months Ended		% of		Dollar		% Increase		Three Months Ended		% of		Three Months Ended		% of		Dollar		% Increase
	March 31, 2023		Total Sales		March 31, 2022		Total Sales		Change		(Decrease)		March 31, 2024		Total Sales		March 31, 2023		Total Sales		Change		(Decrease)
Selling and Marketing	$	2,539,659	61	%	$	2,023,435	81	%	$	516,224	26	%	$	2,220,782	111	%	$	2,539,659	61	%	$	(318,877)	(13)	%

Selling and marketing expenses for the three months ended March 31, ~~2023 increased~~2024 decreased by ~~$516,224~~$318,877 or ~~26%~~13%, as compared to the ~~same~~comparable period in ~~2022.~~2023. This ~~increase~~decrease was largely due to a ~~$541,848 increase~~$155,707 decrease in salary and ~~salary~~ benefits related expenses driven by headcount ~~increase;~~decreases; a decrease of $195,217 in advertising and ~~an increase~~tradeshow expenses; and a decrease of ~~$92,193~~$41,137 in travel related expenses; partially offset by ~~a decrease~~an increase of ~~$52,780~~$53,936 in ~~commissions; a decrease of $33,544 in advertising and tradeshow expenses; a decrease of $31,363 in website development and maintenance costs; and a decrease of $27,763 in sales~~ consulting fees.

General and Administrative. General and administrative expenses include professional fees, investor relations (IR) costs, salaries and related non-cash stock-based compensation, travel costs, and office and rental costs.



	Three Months Ended		% of		Three Months Ended		% of		Dollar		% Increase		Three Months Ended		% of		Three Months Ended		% of		Dollar		% Increase
	March 31, 2023		Total Sales		March 31, 2022		Total Sales		Change		(Decrease)		March 31, 2024		Total Sales		March 31, 2023		Total Sales		Change		(Decrease)
General and Administrative	$	5,131,824	122	%	$	5,453,833	218	%	$	(322,009)	(6)	%	$	4,098,257	205	%	$	5,131,824	122	%	$	(1,033,567)	(20)	%

General and administrative expenses for the three months ended March 31, ~~2023~~2024, decreased by ~~$322,009~~$1,033,567 or 6%20%, as compared to the ~~same~~comparable period in ~~2022.~~2023. This decrease was largely due to a decrease of ~~$562,119~~$915,307 in salary and ~~salary~~ benefits related expenses, which was primarily driven by a decrease in non-cash stock-based ~~compensation related to the Company’s LTIP;~~compensation; a decrease of ~~$64,617~~$308,884 in ~~accounting and tax services~~investor relations expenses; and a ~~$37,082~~ decrease of $48,057 in ~~legal expenses;~~insurance premiums; partially offset by an increase of ~~$198,767~~$263,637 in ~~shareholder and IR related expenses; a $84,575 increase in consulting fees; and a $36,647 increase in insurance premiums.~~legal expenses.

Depreciation and Amortization. Depreciation and amortization expense, not included in ~~Cost~~cost of ~~Sales,~~sales, for the three months ended March 31, ~~2023~~2024, was ~~$964,265, as~~$970,377, compared to ~~$259,245~~$964,265 in the ~~same~~comparable period in 2022, an increase of $705,020 The increase in depreciation and amortization expense is primarily due to the amortization of our technology license related to the Atomistic Agreements, which began on May 12, 2022.2023 or relatively flat.

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Other Income, ~~(Expense),~~ Net. Total other income was ~~$606,622~~$44,813 for the three months ended March 31, ~~2023, as~~2024, compared to other ~~expense~~income of ~~$92,109~~$606,622 in the ~~same~~comparable period in ~~2022, an increase~~2023, a decrease of ~~$698,731.~~$561,809. The overall ~~increase~~decrease in other income was primarily the result of a decrease of $543,184 in investment income due to lower excess cash on-hand to invest; an increase of ~~$689,503~~$106,138 in ~~investment income resulting from the recent rise in interest rates earned on the Company’s excess cash period over period; and~~foreign exchange losses; partially offset by a decrease in ~~foreign exchange losses~~Income and Other Taxes of ~~$49,391; partially offset by an increase of $40,163 in income and other taxes.~~$87,513.

Provision for Income Taxes. There was not a provision for income taxes in the respective ~~three month~~three-month periods ending March 31, ~~2023~~2024, and ~~2022.~~2023.

Liquidity and Capital Resources

Capital Resources: As of March 31, ~~2023,~~2024, we had cash and cash equivalents of ~~$63,235,863,~~$16,501,401, a decrease of ~~$9,328,080~~$10,054,191 from ~~$72,563,943~~$26,555,592 as of December 31, ~~2022.~~2023.

As of March 31, ~~2023,~~2024, we had current assets of ~~$79,910,801 as~~$32,674,775 compared to current liabilities of ~~$12,864,249~~$3,473,845 which resulted in a positive working capital position of ~~$67,046,552.~~$29,200,930. As of December 31, ~~2022,~~2023, we had a working capital position of ~~$75,963,883.~~$36,284,259. Our current liabilities are comprised principally of accounts payable, accrued expenses, licensing fee commitments, and operating lease right-of-use liabilities.

Summary of Cash ~~Flow:~~Flows:

The following table summarizes our select cash flows for the three months ended:

	March 31,		March 31,		March 31,		March 31,
	2023		2022		2024		2023
Net Cash Provided by (used in)
Operating Activities	$	(4,164,727)		$ (6,435,079)	$	(8,805,138)		$ (4,164,727)
Investing Activities		(4,692,596)		(217,227)		(1,249,053)		(4,692,596)
Financing Activities		(470,757)		(221,833)		-		(470,757)

During the three months ended March 31, ~~2023,~~2024 we used ~~$4,164,727~~$8,805,138 of cash for operating activities. Net changes in working capital items were ~~$1,193,500~~$2,313,721 for the three months ended March 31, ~~2023,~~2024, with the largest factors resulting from a ~~$930,926~~$1,564,459 decrease in accrued expenses; a $743,110 increase in inventory and vendor prepayments; and a ~~$218,520 decrease~~$639,943 increase in trade accounts and other ~~prepaid expenses.~~receivables. For the three months ended March, ~~31, 2022,~~2023 we used a total of ~~$6,435,079~~$4,164,727 in cash for operating activities.

During the three months ended March 31, ~~2023,~~2024 we used ~~$4,692,596~~$1,249,053 of cash for investing activities, which included ~~$2,000,000~~$1,000,000 in payments made towards our technology license fee commitment ~~$2,284,968 for purchases of manufacturing equipment~~with Atomistic, as discussed in Note 6, and ~~leasehold improvement expenditures related to our waveguide expansion project; $182,628~~$147,814 in patent and trademark expenditures; a further investment of $125,000 in the purchase of software operating license upgrades for our smart glasses platform; and an additional $100,000 investment in a private corporation as discussed in Note 7.expenditures. For the three months ended March 31, ~~2022,~~2023, we used a total of ~~$217,227~~$4,692,596 in cash for investing activities.

During the three months ending March 31, 2024, we used nil net cash for financing activities. For the three months ended March 31, 2023, we used $470,757 in net cash for financing ~~activities, which was for share repurchases under our Share Buyback Program that was announced on March 2, 2022~~activities.

In connection with the Atomistic Technology License discussed in Note 6 and ~~expired on March 2, 2023. For~~as of the ~~three months ended March 31, 2022, we used $221,833 in net cash for financing activities.~~

Asdate of ~~March 31, 2023,~~this 10-Q report, the Company ~~does not have any current or long-term debt obligations outstanding other than licensing fee commitments totaling $9,500,000,~~is in active negotiations with Atomistic for an extension of our exclusive license to its technology, which ~~are all current.~~currently expires on June 30, 2024. There can be no assurance a definitive agreement will be reached.

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The Company’s cash requirements are primarily for funding operating losses, working capital, research and development, capital expenditures, and ~~licensing~~license fee commitments. We incurred a net loss for the three months ended March 31, 2023 of $10,240,583 (of which $3,667,509 was related to non-cash stock-based compensation primarily due to our LTIP) and for the years ended December 31, 2022 and 2021 of $40,763,573 (of which $15,775,553 was related to non-cash stock-based compensation primarily due to our LTIP) and $40,377,160 (of which $17,302,833 was related to non-cash stock-based compensation primarily due to our LTIP), respectively. The Company has an accumulated deficit of $254,076,299 as of March 31, 2023.

On March 2, 2022, our Board of Directors approved the repurchase by the Company of up to an aggregate of $25 million of our common stock by open market or privately negotiated transactions under the Share Buyback Program. This program was in effect for one year, did not obligate the Company to acquire any particular amount of common stock, and could have been suspended or discontinued at any time at the Company’s sole discretion.During the three months ended March 31, 2023, the Company repurchased 115,000 shares of our common stock at an average cost of $4.06, before commission of $0.03 per share. As of March 31, 2023, 579,672 shares of our common stock were held in treasury.

Our operations have historically been financed primarily through net proceeds from the sale of our equity securities. The Company incurred net losses for the three months ended March 31, 2024 of $10,047,582; $50,149,077 for the year ended December 31, 2023; and $40,763,573 for the year ended December 31, 2022. The Company had net cash outflows from operations of $8,805,138 for the three

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months ended March 31, 2024; $26,277,824 for the year ended December 31, 2023; and $24,521,082 for the year ended December 31, 2022, respectively. As of March 31, ~~2023,~~2024 the Company had an accumulated deficit of $304,032,375. The Company’s cash outflows for investing activities were $1,249,053 for the three months ended March 31, 2024; $19,280,966 for the year ended December 31, 2023; and $21,170,816 for the year ended December 31, 2022.

As of March 31, 2024, our principal sources of liquidity consisted of cash and cash equivalents of ~~$63,235,863.~~$16,501,401.

The factors above raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s management intends to take actions necessary to continue as a going concern, as discussed below. The Company will need to grow its business significantly to become profitable and self-sustaining on a cash flow basis or it will be required to raise new equity and/or debt capital. Management’s plans concerning these matters and managing our liquidity include, among other things:

●

Further reductions of the rate of research and development spending on new technologies, particularly the use of external contractors.

●

Right-sizing of operations across all areas of the Company, including head-count hiring freezes or head-count reductions;

●

The expected margin contribution upon the commencement of volume manufacturing and sales of waveguides from our new waveguide plant in 2024, particularly to OEM customers;

●

Delayed or curtailed discretionary and non-essential capital expenditures not related to near-term new products;

●

Reduction in the rate of new product introductions and further leveraging of existing platforms to reduce new product development and engineering costs;

The Company has in the past sold equity securities and in early 2024 entered into a sales agreement with an investment banking firm for the issuance and sale of up to $50,000,000 of our common stock that may be issued and sold from time to time in an “at the market” offering. Management monitors the capital markets on an ongoing basis and may consider raising capital if favorable market conditions develop. If the Company’s actual results are less than projected or the Company needs to raise capital for additional liquidity, the Company may be required to pursue additional equity financings, further curtail expenses, or enter into one or more strategic transactions. However, management can make no assurance that the Company will be able to successfully complete any of the forementioned pursuits on terms acceptable to the Company, or at all.

~~Forward Looking~~Forward-Looking Statements

This quarterly report includes forward-looking statements within the meaning of the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are based on ~~our~~ management’s beliefs and

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assumptions and on information currently available to our management. Forward-looking statements include, but are not limited to, statements concerning:

●

trends in our operating expenses, including personnel costs, research and development expense, sales and marketing expense, and general and administrative expense;

●

the effect of competitors and competition in our markets;

●

our wearable smart glasses products and their market acceptance and future potential;

●

our ability to develop, timely introduce, and effectively manage the introduction of new products and services or improve our existing products and services;

●

expected technological advances by us or by third parties and our ability to leverage them;

●

our ability to attract and retain customers;

●

our ability to accurately forecast consumer demand and adequately manage our inventory;

●

our ability to deliver an adequate supply of product to meet demand;

●

our ability to maintain and promote our brand and expand brand awareness;

●

our ability to detect, prevent, or fix defects in our products;

●

our reliance on third-party suppliers, contract manufacturers and logistics providers and our limited control over such parties;

●

trends in revenue, costs of revenue, and gross margin and our possible or assumed future results of operations;

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●

our ability to attract and retain highly skilled employees;

●

the impact of foreign currency exchange rates;

●

the effect of future regulations;

●

the sufficiency of our existing cash and cash equivalent balances and cash flow from operations to meet our working capital and capital expenditure needs for at least the next twelve (12) months; and

●

general market, political, economic, business and public health conditions.

All statements in this quarterly report that are not historical facts are forward-looking statements. We may, in some cases, use terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “will,” “would” or similar expressions that convey uncertainty of future events or outcomes to identify forward-looking statements.

All such forward-looking statements are subject to certain risks and uncertainties and should be evaluated in light of important risk factors that may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. These risk factors include, but are not limited to, those ~~that are~~ described in “Risk Factors” in this report and under Item 1A and elsewhere in our Annual Report on Form 10-K for the year ended December 31, ~~2022~~2023, and other filings we make with the Securities and Exchange Commission and the following: business and economic conditions, rapid technological changes accompanied by frequent new product introductions, competitive pressures, dependence on key customers, inability to gauge order flows from customers, fluctuations in quarterly and annual results, the reliance on a limited

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number of third-party suppliers, limitations of our manufacturing capacity and arrangements, the protection of our proprietary technology, ~~the effects of pending or threatened litigation,~~ the dependence on key personnel, changes in critical accounting estimates, potential impairments related to investments, foreign regulations, liquidity issues, and potential material weaknesses in internal control over financial reporting. Further, during weak or uncertain economic periods, customers may delay the placement of their orders. These factors often result in a substantial portion of our revenue being derived from orders placed within a quarter and shipped in the final month of the same quarter.

We caution readers to carefully consider such factors. Many of these factors are beyond our control. In addition, any forward-looking statements represent our estimates only as of the date they are made and should not be relied upon as representing our estimates as of any subsequent date. While we may elect to update forward-looking statements at some point in the future, except as may be required under applicable securities laws, we specifically disclaim any obligation to do so.

Item 3.Quantitative and Qualitative Disclosures about Market Risk

We invest our excess cash in high-quality short-term corporate debt instruments, which bear lower levels of relative risk. We believe that the effect, if any, of possible near-term changes in interest rates on our financial position, results of operations, and cash flows should not be material to our cash flows or income. It is possible that interest rate movements would increase our unrealized gain or loss on interest rate ~~securities.~~securities purchased at a discount. We are exposed to changes in foreign currency exchange rates primarily through transaction gains and losses as a result of non-U.S. dollar denominated cash flows related to business activities in Japan and Europe. We do not currently hedge our foreign currency exchange rate risk. We estimate that any market risk associated with our international operations is unlikely to have a material adverse effect on our business, financial condition or results of operation.

Item 4.Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Management, with the participation of the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), has performed an evaluation of the effectiveness of our disclosure controls and procedures that are defined in

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Rule 13a-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of the end of the period covered by this report. This evaluation included consideration of the controls, processes, and procedures that are designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is properly recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate,, to allow timely decisions regarding required disclosure. Based on this evaluation, our management, including our CEO and CFO, concluded that our disclosure controls and procedures were ~~effective~~ineffective at March 31, ~~2023.~~2024 due to the material weakness disclosed in the Company’s Form 10-K for the year ending December 31, 2023 filed on April 15, 2024.

Changes in Internal Control over Financial Reporting

There have not been any changes in the Company’s internal control over financial reporting (as defined in 13a-15(f) and 15d-15(f) promulgated under the Exchange Act) that occurred during the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Part II. OTHER INFORMATION

Item 1.Legal Proceedings

We are not currently involved in any actual or pending legal proceedings or litigation ~~that~~ we consider to be material, and we are not aware of any such proceedings contemplated by or against us or involving our property.

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Item 1A.Risk Factors

In addition to the other information set forth in this report you should carefully consider the factors discussed in Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, ~~2022.~~2023. There have been no material changes from those risk factors. The risks discussed in our ~~2022~~2023 Annual Report could materially affect our business, financial condition and future results.

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

Sale of Unregistered Securities –- none

Purchase of Equity Securities: - none

Period

Total number
of shares
purchased (1)

Average
price paid
per share (1)

Total number
of shares
purchased under the
Company's Share
Buyback
Program (1)

Maximum dollar value
that may yet be
purchased (1)
January 3, 2023 – January 18. 2023

115,000

$
4.06

579,672

$
-

~~(1)~~

On March 2, 2022, our Board of Directors approved the repurchase by the Company of up to an aggregate of $25 million of our common stock by open market or privately negotiated transactions under the Share Buyback Program. An aggregate amount of $2,476,501 was purchased under this program between March 2022 and January 2023. This program expired on March 2, 2023.

Item 3.Defaults Upon Senior Securities

None

Item 4.Mine Safety Disclosures

Not Applicable

Item 5.Other Information

~~None~~During the fiscal quarter ended March 31, 2024, no Section 16 director or officer adopted, modified, or terminated a “Rule 10b5-1 trading arrangement” (as defined in Item 408 of Regulation S-K of the Exchange Act).

There were no “non-Rule 10b5-1 trading arrangements” (as defined in Item 408 of Regulation S-K of the Exchange Act) adopted, modified or terminated during the fiscal quarter ended March 31, 2024 by our directors and Section 16 officers.

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Item 6.Exhibits


Exhibit No.		Description

31.1		Certification of the Chief Executive Officer of the Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

31.2		Certification of the Chief Financial Officer of the Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

32.1		Certification of the Chief Executive Officer of the Registrant pursuant to 18 U.S.C. Section 1350 adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

32.2		Certification of the Chief Financial Officer of the Registrant pursuant to 18 U.S.C. Section 1350 adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

~~101.INS~~101		Inline XBRL ~~Instance~~ Document

~~101.SCH~~		~~Inline XBRL Taxonomy Extension Schema Document~~

~~101.CAL~~		~~Inline XBRL Taxonomy Extension Calculation Link base Document~~

~~101.DEF~~		~~Inline XBRL Taxonomy Extension Definition Link base~~

~~101.LAB~~		~~Inline XBRL Taxonomy Extension Label Link base Document~~

~~101.PRE~~		~~Inline XBRL Taxonomy Extension Presentation Link base Document~~ set for the financial statements and accompanying notes in Part I, Item 1, of this Quarterly Report on Form 10-Q.

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)*

* Filed herewith.

** Furnished herewith

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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 thereunto duly authorized.


	VUZIX CORPORATION

Date: May ~~10, 2023~~9, 2024	By:	/s/ Paul Travers
		Paul Travers
		President, Chief Executive Officer
		(Principal Executive Officer)

Date: May ~~10, 2023~~9, 2024	By:	/s/ Grant Russell
		Grant Russell
		Executive Vice President and Chief Financial
		Officer
		(Principal Financial and Accounting Officer)

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~~XBRL-Only Content Section~~



	For the Three Months Ended March 31, 2022
Condensed Statement of Operations	As Previously Presented		Reclassification		Revised
Total Sales	$	2,503,051	$	—	$	2,503,051
Cost of Sales - Products Sold		1,863,697		(60,099)		1,803,598
Cost of Sales - Depreciation and Amortization		—		223,785		223,785
Gross Profit		639,354		163,686		475,668
Operating Expenses:
Research and Development		3,103,444				3,103,444
Selling and Marketing		2,023,435				2,023,435
General and Administrative		5,453,833				5,453,833
Depreciation and Amortization		422,931		(163,686)		259,245
Impairment of Patents and Trademarks		49,603				49,603
Total Operating Expenses		11,053,246		(163,686)		10,889,560
Loss From Operations		(10,413,892)		—		(10,413,892)
Total Other Expense, Net		(92,109)				(92,109)
Net Loss	$	(10,506,001)	$	—	$	(10,506,001)


Period	Total number of shares purchased (1)	Average price paid per share (1)		Total number of shares purchased under the Company's Share Buyback Program (1)	Maximum dollar value that may yet be purchased (1)
January 3, 2023 – January 18. 2023	115,000	$	4.06	579,672	$	-