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SEC Comment Letter for Vuzix Corp (VUZI) (CIK 0001463972) (VUZI) — Feb 2, 2016

Vuzix Corp (VUZI) (CIK 0001463972)
Date: Feb. 2, 2016 · CIK: 0001463972 · Accession: 0000000000-16-063454

Regulatory Compliance Financial Reporting Offering / Registration Process

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File numbers found in text: 333-209304

Date
February 2, 2016
Author
/s/ Celeste M. Murphy for
Form
UPLOAD
Company
Vuzix Corp (VUZI) (CIK 0001463972)

Letter

Mail Stop 3720 February 2, 2016 Paul J. Travers Chief Executive Officer Vuzix Corporation 25 Hendrix Road, Suite A West Henrietta, New York 14586

Re: Vuzix Corporation Registration Statement on Form S-3 Filed February 1, 2016 File No. 333-209304

Dear Mr. Travers :

This is to advise you that we have not reviewed and will not review your registration statement .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Act of 193 3 and all applicable Securities Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

In the event you request acceleration of the effective date of the pending regist ration statement, please provide a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action wit h respect to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in th e filing; and

 the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Paul J. Travers Vuzix Corporation February 2, 2016 Page 2

Please refer to Rules 460 and 4 61 regarding requests for acceleration . We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and th e Securities Exchange Act of 1934 as they relate to the proposed public offering of the registered securities .

Please contact Lahdan Rahmati , Law Clerk , at (202) 551-8199, or me at (202) 551-3810 with any questions.

Sincerely,
/s/ Celeste M. Murphy for

Show Raw Text
Mail Stop 3720

February 2, 2016

Paul J. Travers
Chief Executive Officer
Vuzix Corporation
25 Hendrix Road, Suite A
West Henrietta, New York 14586

Re: Vuzix Corporation
  Registration Statement on Form S-3
Filed  February 1, 2016
  File No.  333-209304

Dear Mr. Travers :

This is to advise you that we have not reviewed and will not review your registration
statement .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are  in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In the event you request acceleration of the effective date of the pending regist ration
statement, please provide  a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action wit h respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in th e filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Paul J. Travers
Vuzix Corporation
February 2, 2016
Page 2

 Please refer to Rules 460 and 4 61 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and th e Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

Please  contact Lahdan Rahmati , Law Clerk , at (202)  551-8199, or me at (202) 551-3810
with any questions.

Sincerely,

 /s/ Celeste M. Murphy for

Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

cc:    Jeff Cahlon, Esq.
 Sichenzia Ross Friedman Ference LLP