Greetings, and welcome to this special meeting regarding Vuzix's special update regarding Vuzix's new collaboration with Atomistic SAS of France. At this time, all participants are in a listen-only mode. A brief question and answer session will follow the formal presentation. If anyone should require operator assistance during the call, please press star zero on your telephone keypad. As a reminder, this call is being recorded. Now, I would like to turn the call over to Ed McGregor, Director of Investor Relations at Vuzix. Mr. McGregor, you may begin.
Good afternoon, everyone, and welcome to this special meeting regarding Vuzix and Atomistic SAS. With us today are Vuzix CEO, Paul Travers, our CFO, Grant Russell, and our COO, Pete Jameson. Before I turn this call over to Paul, I would like to remind you that on this call, management's prepared remarks may contain forward-looking statements which are subject to risks and uncertainties, and management may make additional forward-looking statements during the question and answer session. Therefore, the company claims the protection of the safe harbor for forward-looking statements that are contained in the Private Securities Litigation Reform Act of 1995.
Actual results could differ materially from those contemplated by any forward-looking statements as a result of certain factors, including, but not limited to, general economic and business conditions, competitive factors, changes in business strategy or development plans, the ability to attract and retain qualified personnel, as well as changes in legal and regulatory requirements. In addition, any projections as to the company's future performance represent management's estimates as of today, May 18th, 2022. Vuzix assumes no obligation to update these projections in the future as market conditions change. I'll now turn the call over to Vuzix CEO, Paul Travers, who will give an overview of the Atomistic transaction, after which we will move on to a Q&A session. Paul?
Thank you, Ed. Hello, everyone, and welcome to this special update regarding Vuzix's new collaboration with Atomistic SAS of France. We are holding a call to discuss this development, which is expected to become one of the most significant in our company's history, and we would like to share in a bit more detail regarding both the rationale for it and the opportunity it creates for us. Vuzix announced this afternoon that it has signed a series of agreements with Atomistic, a France-based developer with a novel approach related to the development of next-generation micro light-emitting diodes and micro laser display solutions. I will refer to these both as microLEDs going forward. These agreements involve the exclusive licensing of key microLED technology, the design and tooling of a custom back plane, and dependent upon achievement of various technical stages, the full acquisition of Atomistic.
Atomistic's technology has led to novel materials science innovations with specific attributes that are key enablers to solving industry-wide challenges for microLED devices. The successful commercialization of Atomistic's innovations will result in one of the smallest, highest performance, and lowest power display solutions on the market, a core microLED display technology that we believe could become the cornerstone electro-optical solution for the augmented reality and heads-up display markets, which are expected to ultimately see annual unit demands soar into the hundreds of millions of units. MicroLED displays are unlike any other type of microdisplay on the market. We have seen the numerous acquisitions made in the microLED space over the past few years as major firms try to establish a foothold in this market. Many of these microLED acquisitions were for hundreds of millions of dollars, and at least one recently was for more than $1 billion.
There are good reasons why acquiring companies are assigning tremendous value for these early-stage companies. A microLED display is self-illuminating, incredibly bright, and as the name implies, its pixels are micron-sized. Because the pixels are so small, a completed high-definition full-color microLED display can be built measuring less than 0.25 inches on the diagonal and a millimeter thin, with pixels so small they cannot be discerned by the human eye. A tiny display like this, built into a small projection engine, literally the size of a pencil eraser, is perfect to function with a waveguide designed for AR glasses because waveguides are built around the principle of tiny video inputs that get expanded into a large window or eye box that the user looks through. This is called pupil expansion.
As it happens, the thinner the waveguide gets, the smaller the input to the waveguide and the smaller the display can be. This opens up the door to something similar to Moore's Law, but for optical display systems, that is, waveguides and microLED display engines for AR glasses. The smaller the pixel, the smaller the display, the thinner the waveguide, and well, it all scales towards ever smaller, ergonomically optimized solutions. The optical version of Moore's Law for microLED and waveguides runs counter to that for conventional displays and optics, where larger fields of view require larger optics and larger displays. Most AR glasses solutions today are using incumbent microdisplay technologies like LCOS and DLP for lack of a better choice. This path requires bulky, large-sized LEDs designed into an illumination engine that is again bulky at best, not allowing for an acceptable form factor for the consumer.
Self-emitting display options like OLED on silicon simply cannot deliver the required brightness by several orders of magnitude, in fact. For day-to-day live use cases. Other solutions have their own set of similar problems. Incumbent display and optic solutions simply do not have a path to the broader markets. Now let's look at a few bigger picture reasons as to why microLED solutions will outperform the incumbents. In terms of size, the incumbent display engine volume is approximately 4 cm square for a 720p engine, versus the microLED engine's volume of as small as approximately 0.3 cm square. This is an order of magnitude smaller in size, over 10x, and can easily disappear in the temple of a fashion-forward pair of smart glasses. The incumbent's front lit technology will just never get there.
Power is another critical requirement for AR smart glasses, and the incumbents display technologies have fundamental issues with reducing their power consumption. To start, every pixel is always lit for the incumbent micro displays. Even if all the display needs to do is turn on 20 pixels to make an arrow pointed to the right, every pixel is on, and the light is thrown away, allowing just those 20 pixels to ultimately shine through. The micro LED only lights the needed pixels at the time they are needed. For this reason, and a pile of others, the incumbents consume as much as 100 x the power of a micro LED solution, especially as it relates to the content that might be being displayed.
The incumbent display engines are complex and loaded with optical components to illuminate the display, and hence are inherently expensive versus the microLED, which has a minimal number of optical elements and a simple carrier, making it much smaller and much less expensive. For these reasons and many others, it is the microLED working with waveguide that is going to be the display of choice for mass-market adoption of AR smart glasses and to bring the metaverse into the real world. That said, for microLED to be truly successful, improvements are needed in efficiency, light extraction, driving compensation, monolithic color design with RGB on a single back plane, and so on. Most importantly, these devices need to be manufacturable very cost effectively at scale. Producing microLED displays to achieve these requirements is fraught with challenges, and no company currently has thus far come close.
Solving and delivering solutions for these problems is what Atomistic is all about. We are confident that Atomistic's technology and capability are the industry's best chance to address all the current challenges. In addition, and while we continue to work closely with our current partners, we feel it's critical to ultimately control our own destiny in this important technology area. There are effectively two components to a microLED display, the micro-LEDs themselves and a backplane to drive the microLEDs and receive the video streams from industry standard interfaces. Again, Atomistic has developed a novel approach to solving the fundamental challenges associated with the microLEDs. Their key enablers include emitters for red, blue, and green spectral wavelengths based on a single epitaxial structure transferred to a CMOS backplane, high brightness capabilities, and industry-leading efficiency at small pixel pitches.
Once fabricated, the microLEDs then need to be transferred onto a silicon back plane, and the Atomistic team are experts at delivering on the design and implementation of state-of-the-art back planes. The Atomistic team, along with system-level support from Vuzix, will be commercializing a back plane on advanced node 300 mm wafers intended to support microLEDs based upon its innovative materials science, as well as alternative microLEDs from potential third-party suppliers. Atomistic's approach is optimally designed to solve the critical issues that challenge the microLED display industry today. For the wearable display AR glasses market specifically, Atomistic's microLED displays coupled with Vuzix see-through waveguides will be pivotal to developing fashion-forward, ergonomic consumer-facing AR glasses that feature a consumer-friendly industrial design that any leading brand could put their name on.
The combination of Atomistic displays and Vuzix see-through waveguides will deliver full color, high resolution HD solutions, a level of form and functionality that represents what we believe to be the holy grail of the broader AR wearables market. Markets expected to ultimately become as large as the current smartphone market. As many of you may already know, numerous tech CEOs and market pundits anticipate that AR smart glasses will become the de facto mobile computing platform of the future. In the summer of 2007, Steve Jobs sent an email to the CEO of Corning thanking him for Corning's efforts. He said, "Wendell, we would not be where we are today without you and your team's amazing help." The smartphone industry needed Corning's Gorilla Glass because without it, there would not be a smartphone.
MicroLEDs coupled with waveguides look to be the analogous case for consumer-facing AR smart glasses. As most of you already know, Vuzix designs and manufactures waveguides in-house. We have developed significant IP and know-how and are capable of state-of-the-art production, including high volume production at broad market price points, which we are currently expanding on. High index materials for larger fields of view and color performance.
Technology that enables unique designs solving for features like minimal forward light or eye glow, color uniformity, high efficiency, and more. Any AR display for the broader markets needs to work hand in glove with the waveguide and needs to have all of the following features, plus high brightness, high efficiency, self-emitting, high resolution, very small physical size, LEDs matched and tuned to the waveguide, RGB wavelength color matching, monolithic and full color RGB built directly onto the back plane, all with low cost and high volume production. Micro LEDs are simply the best and only way to get there, we feel. Having the ability to supply a tightly coupled micro LED waveguide solution and high volume at a competitive price point will put Vuzix in a strong position to become one of the world's leading suppliers in this broader space.
Atomistic was established for the sole purpose of delivering next generation micro LEDs and micro lasers based on the novel materials science innovations and the system-level integration of advanced node CMOS backplanes of its own design. Its principal founders, Jonathan Sachs and Jerry Woodall, both Ph.D.s, are well-known experts in the field of materials science. The compound semiconductor heterojunction, along with other compound semiconductor devices, LEDs, lasers, and microdisplays on silicon backplanes using various modulating techniques, both have successfully developed and patented significant and cornerstone advancements in this technology space. Dr. Sachs has a broad knowledge of semiconductor materials and their application to high temperature and high-speed electronics, optoelectronics, electrical and optical properties of materials, LEDs, lasers, device physics, and design of CMOS integrated circuits.
Over the last 25 years, he founded and has driven numerous semiconductor and display-based technology companies whose technology today is used by leading companies in the field. Dr. Woodall has had a pioneering role in the research and development of compound semiconductor materials and devices over a career spanning four decades. In 2001, Dr. Woodall received the National Medal of Technology and Innovation, the nation's highest honor for technological achievement, granted by the President of the United States. He has been cited for the invention and development of technologically and commercially important compound semiconductor heterojunction materials, processes, and related devices such as red and infrared LEDs, lasers, ultra-fast transistors, and solar cells. He was one of the pioneers of the liquid phase epitaxial growth of high-efficiency infrared LEDs, which led to his most important research contribution so far, the first working gallium aluminum arsenide, gallium arsenide heterojunction.
The interface between two semiconductor materials, which among other devices, is the core technology and power amplifiers for mobile telephones. This remains one of the world's most important compound semiconductor heterojunctions. We have all witnessed the phenomenal technological progress of the mobile phone and what today we call the smartphone over the past 30 years. It was the compound semiconductor heterojunction that Dr. Woodall was a pioneer of that allowed the power amplifier in it to shrink massively in size and increase in performance. The very same heterojunction bipolar transistor that is in more than 1 billion devices sold into the market each year. This same technology was also the key enabler to high efficiency in high-powered LEDs and lasers that we all experience in our everyday lives for traffic lights, lighting for our homes, facial recognition on our smartphones, and the list goes on.
While LEDs for these applications have reached remarkable levels of performance, AR glasses for the metaverse place yet more demanding requirements on the miniaturized microLED devices that will drive this next generation of electronics. The industry at large expects over the coming years for AR smart glasses to offer increasing capabilities over today's smartphones, eventually replacing them to become the most important electronics device in the market. Given their track record, we expect the materials science technology of Atomistic to be cornerstone to enabling the continued growth of the AR glasses markets. I would like to now take just a few moments to summarize the transaction itself. For complete details on this transaction and its related agreements, interested parties can look at the 8-K the company filed today with the SEC and links from our IR website.
Vuzix has entered into multiple agreements with Atomistic and its two founders. Vuzix is initially being granted an exclusive royalty-free license to all intellectual property wherever existing of Atomistic, along with the custom design and delivery of a mask set and other elements required for production of a state-of-the-art back plane, in exchange for committed payments totaling $30 million over the next 24 months. Vuzix also entered into a stock purchase agreement with Atomistic and its two founders, under which Vuzix will purchase shares of Atomistic Series B preferred shares based on the achievement of certain milestones by Atomistic. There are a total of seven performance-based milestones expected to be achieved over the next 24-36 months.
In total, for the seven milestones that in Vuzix's reasonable judgment has been achieved, Vuzix will issue 1,750,000 shares of Vuzix common stock and $2.5 million in cash in exchange for 25,250 Atomistic Series B preferred stock. These share issuances by Vuzix are subject to a valuation floor and ceiling of $8-$13 per share of Vuzix common stock on Nasdaq at the time when the Atomistic preferred shares are purchased. This will result, depending on Vuzix share price at the time, of the issuance of a minimum of 1,750,000 shares to a maximum of 2,843,750 common shares of Vuzix.
These Series B preferred shares that Vuzix acquires will automatically convert into shares of Series A convertible preferred shares upon their purchase by Vuzix. After all the purchases of Atomistic preferred shares upon achievement of the seven performance-based milestones, Vuzix will automatically acquire, by way of their conversion into common, 99.87% ownership of Atomistic. Once Vuzix reaches this level of ownership, it has a call option on the remaining outstanding shares. We are thrilled to be partnering with these two revolutionary visionaries and their newly formed Atomistic entity, and we look forward to supporting their efforts to change the world with the Holy Grail of microdisplays that will ultimately be coupled with our industry-leading waveguides. As you can see, this deal has been structured primarily on the issuance of Vuzix equity.
The developed solutions will be used in Vuzix own products, and these microLED and backplane components will be offered globally to third-party OEMs for use in their glasses. With that, I would like to now turn the call back over to the operator for Q&A.
Thank you. Ladies and gentlemen, at this time, we will be conducting a question and answer session. If you would like to ask a question, please press star one on your telephone keypad. A confirmation tone will indicate that your line is in the question queue. You may press the star key followed by the number two if you would like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. Our first question comes from Matt VanVliet with BTIG. Please state your question.
Hey, good afternoon, guys. Thanks for taking the question. Maybe first, just curious in terms of has there been any sort of co-development of kind of market-ready products between the two companies prior to this deal? If not, you know, what are the expectations to have the microLEDs fully integrated with Vuzix waveguides into a commercially ready device or any kind of projects that we can think about, you know, getting to market and what kind of timing might be around that?
As you know, Matt, Vuzix already has some microLED technology that we integrate with our Vuzix Shield. Beyond doubt, microLEDs are amazing how good they work with our waveguides. That proof point is already there. I can tell you know, these guys have been working on this for a while. There's already proof points that this technology works effectively. It's pretty much put it together and build it kind of a thing. That's what this project is all about primarily is just getting the backplane built, getting the LEDs put on it and bringing it to market. Proof points on microLEDs is amazing. The guys from Yole, they saw our Vuzix Shield. We talked about that on our last conference call. It is the best implementation, the clearest, crispest solution they've seen.
The reason why is because of the microLEDs.
Okay. You know, last week you mentioned that you'd probably be providing an update in terms of some major OEM potential across the business, you know, relatively soon. I guess one, is this a big part of that, as you look forward to other use cases of both the waveguide and now an integrated microLED? Or do you have other, you know, potential updates for more of a waveguide exclusive type of deal that maybe is on the horizon as well?
Vuzix has a significant amount of inbound OEM partner relationships that we're building now. You will hear about them, Matt, with names even, knock on wood, between now and potentially our annual shareholders meeting even. That inbound just keeps growing. As we mentioned on our last call, we put together a team now at Vuzix that are responsible for this platform for OEM support. The microLED piece of it is only gonna strengthen that, especially with things like on the defense side of our business at first. The defense is looking desperately for better solutions around how you package these things, how much power consumption they draw. There's no lack of enthusiasm in the U.S. defense markets for display technology and for waveguides with display. On the broader markets, this is, it's gonna be a no-brainer, Matt.
This is the first time the world knows that something like this could even potentially exist, and I am confident that Vuzix will be pretty busy answering phone calls and stuff even over the next couple of weeks as some of these other partners that we're working with learn more.
All right. Lastly, Grant, if you're available, just curious in terms of what any additional operating expenses we should expect to be associated, maybe in the near term of just working on the integration and productization of the two or, over time as you know, this is presumably an integrated part and full acquisition, you know, how we should think about the cost structure going forward. Thank you.
I mean, internally at Vuzix, you know, our operating costs are certainly not gonna go up in the short term. We'll be paying, investing in Atomistic to complete the commercialization, excuse me, of the tech.
You know, we hope to account for the bulk of it as investment in technology and the company. It shouldn't have, we hope, a direct impact on our short-term P&L. You know, it's something we've agreed to funding. Paul, as Paul pointed out, you know, the bulk or at least a sizable chunk of the value is going to shares to the principals of Atomistic. All the funds are being directly invested in equipment and other elements. We'll know a little more in our next Q. We'll have our first financial integration of this investment.
Okay. Thank you.
Thank you. Our next question comes from Jim McIlree with Dawson James. Please state your question.
Yeah. Thanks and good afternoon. When they get to manufacturing, do you have financial obligations at that point, or at that point you would essentially be owners of the company and you would have to figure out manufacturing? I have two questions then. Is there a financial obligation? Then, secondly, if there isn't, where would manufacturing be done?
Yeah. Very good question, Jim. It's interesting in point of fact. Vuzix is putting $30 million into the solution, the creation of this thing. And for that, we're getting the pieces and parts of Atomistic, which I could let Pete here describe in more detail. It might be good to have him do before this is all said and done. The $30 million is going into what will be something in the end that should be something we can go into production with what got built. Out of the gates, once that's done, and maybe a bit more just to kind of clean things up in the end, we're in production.
Now, there's no doubt that to go into significant high volumes, there is more money that could get spent to crank it up, but we won't need to. We will be in production with pretty decent volume capabilities right when that is done. There's the only other obligation. I should be careful how I say this, but these gentlemen are going to be getting stock for hitting certain milestones along the way as they build this thing. You know, that's the incentive that Vuzix is paying to make sure these guys are aligned with what we're doing. It's the reason why they're doing it with Vuzix. I mean, you know, they have a choice. There's probably other places they could have gone, but at Vuzix, they can build an empire, not just join one. They're super excited about that upside.
The value proposition, like I said, other companies that are in this industry, the microLED industry, that don't have any backplanes today, that only have the potential to possibly put three colors on a single backplane that still has all kinds of other problems, you know, $1.2 billion later in an acquisition. This is worth a lot for Vuzix and well worth every piece of the relationship that we're building with Atomistic.
That's helpful. Thank you. Paul, just to clarify, the manufacturing would be done at outsourced facilities, at the Atomistic facilities, at the Vuzix facilities, at some combination of that?
Yeah. It's actually a combination of a couple things. There's a few vendors that we haven't completely selected just yet, but you might imagine the backplane being done at some, you know, 300 mm advanced node processing manufacturing facility, like a TSMC or some such. When the backplane is done, it needs to get integrated with this microLED stuff, epitaxy. That gets done at a facility that's part of what we're doing with Atomistic, so it's Atomistic's facility.
Got it. That's great. Thank you. My last one is, are you protected on additional capital raises that Atomistic might do? Do you have rights of participation on any future raises that they might need, or do you have a blocker? Or, you know, can you just talk a little bit about that?
Yeah. I'm gonna let Pete answer that one for you.
Essentially there are two elements to the series of agreements. One is a license agreement, which gives us exclusivity in the space that comes along with us being in the sole position to take access and utilize that technology. Then the second part of that has to do with a series of milestones where we would purchase Series B stock, which ultimately at the end of the milestones converts into common. We would essentially own the majority of the common stock and own control over the company. We're in a very good position as it relates to the control of the technology as long as we maintain our exclusive relationship.
Yeah. Effectively, Jim, that gives us a blocker. They cannot go to outside funding sources, you know, without our permission.
Got it. Okay. Great. Thanks a lot, guys. That's it for me.
Thanks, Jim.
Thank you. I'll now hand the floor back to Paul Travers for final remarks.
Well, everybody, thank you very much for taking the time. Kind of mid-stride here with Vuzix. We normally don't have these sort of impromptu events. I'll just repeat, this technology is going to be game changing. It's coming from gentlemen who have more than once completely influenced enterprise operations, and in particular around LEDs and the smartphone industry. It's state-of-the-art, and without doubt in Vuzix's mind, it's gonna drive this industry into the future. We're very lucky and super excited to be doing this with Atomistic and really look forward to bringing this home. Thanks, everybody, and have a great evening.
Thank you. This concludes today's conference. All parties may disconnect. Have a good evening.