UNITED
STATES SECURITIES AND EXCHANGE COMMISSION

Washington,
D.C. 20549



Form
10-K/A

(Amendment
No. 1)



|                                                                                         
|-----------------------------------------------------------------------------------------
|(Mark One)                                                                               
|☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
|                                                                                         
|For
    the fiscal year ended December 31, 2014                                          
|or                                                                                       
|                                                                                         
|☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|For
    the transition period from             to                                        

Commission
file number 001-15751



eMAGIN
CORPORATION

(Exact
name of registrant as specified in its charter)



|                                |                    
|------------------------------- | -------------------
|Delaware                        | 56-1764501         
|(State or other jurisdiction of | (I.R.S. Employer   
|incorporation or organization)  | Identification No.)



2070
Route 52, Hopewell Junction, NY 12533

(Address
of principal executive offices)



(845)
838-7900

(Registrant’s
telephone number, including area code)



Securities
registered pursuant to Section 12(b) of the Act:  Common Stock, $.001 Par Value Per Share



Securities
registered pursuant to Section 12(g) of the Act: None



Indicate
by check mark whether the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act.  Yes
☐  No ☒



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes
☐  No ☒



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 such filing requirements for the past 90 days.  Yes ☒  No ☐



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  ☒
 No ☐



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   ☐



Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company.   See the definition of “large accelerated filer,” “accelerated filer and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.   (Check one):



|Large accelerated filer ☐ | Accelerated
filer ☐ | Non-accelerated filer ☐                       | Smaller
Reporting Company ☒
|------------------------- | ------------------- | --------------------------------------------- | ---------------------------
|                          |                     | (Do not check if a smaller reporting company)





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



As
of June 30, 2014, the last business day of the registrant’s most recently completed second quarter, the aggregate market
value of the issued and outstanding common stock held by non-affiliates of the registrant, based upon the closing price of the
common stock as traded on the NYSE MKT of $2.23 was approximately $36.9 million.   For purposes of the above statement
only, all directors, executive officers and 10% shareholders are assumed to be affiliates.  This determination of affiliate
status is not necessarily a conclusive determination for any other purpose.



The number
of shares of common stock outstanding as of January 31, 2015 was 25,195,107.





DOCUMENTS INCORPORATED
BY REFERENCE – Portions of the registrant’s definitive Proxy Statement relating to its 2015 Annual Meeting of Shareholders
are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated.




















EXPLANATORY
NOTE



eMagin
Corporation (the “Company”) is filing this Amendment No. 1 on Form 10-K/A to amend Item 15 of Part IV of its
Annual Report on Form 10-K for the fiscal year from December 31, 2014, as filed with the Securities and Exchange Commission (the
“SEC”) on March 13, 2015 (the “Original Filing”). The purpose of this Amendment No. 1 is to file
an updated Exhibit 23.1 to the Original Filing. In accordance with Rule 12b-15 of the Securities Exchange Act of 1934, as
amended, the Company has set forth the text of Item 15, as amended, in its entirety. No other revisions or amendments have
been made to Part IV, Item 15 or to any other portion of the Original Filing. This Amendment No. 1 does not otherwise
update information in the Original Filing to reflect facts or events occurring subsequent to the date of the Original Filing.
Accordingly, this Amendment No. 1 should be read in conjunction with the Original Filing and with the Company’s filings
with the SEC subsequent to the Original Filing. Currently dated certifications from the Company’s Chief Executive Officer
and Chief Financial Officer have been included as exhibits to this Amendment No. 1.



2











ITEM
15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES



(a)  Financial
Statements and Schedules



1.  Financial
Statements



The
following consolidated financial statements are filed as part of this report under Item 8 of Part II “Financial Statements
and Supplementary Data:



A.  Consolidated
Balance Sheets at December 31, 2014 and 2013.*

B.  Consolidated
Statements of Operations for the Years Ended December 31, 2014 and 2013.*

C.  Consolidated
Statements of Changes in Shareholders’ Equity for the Years Ended December 31, 2014 and 2013.*

D. 
Consolidated Statements of Cash Flows for the Years Ended December 31, 2014 and 2013.*



__________

*
Incorporated by reference to the Registrant’s Annual Report on Form 10-K filed on March 13, 2015.



2.  Financial
Statement Schedules



Financial
statement schedules not included herein have been omitted because they are either not required, not applicable, or the information
is otherwise included herein.



(b)  Exhibits



The
exhibits listed in the accompanying Index to Exhibits on pages 5 to 7 are filed or incorporated by reference as part of this
Annual Report on Form 10-K/A.





3









SIGNATURES



In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized on this 3rd day of September, 2015.



| |     |                           | 
| | --- | ------------------------- | 
| |     | eMAGIN CORPORATION        | 
| |     |                           | 
| | By: | /s/ Andrew
    G. Sculley | 
| |     | Andrew
    G. Sculley     | 
| |     | Chief Executive Officer   | 
| |     |                           | 





In
accordance with the Exchange Act, this report has been signed below by the following persons on September 3, 2015, on behalf of
the registrant and in the capacities Indicated.



|                          |  |                                                               
|------------------------- |  | --------------------------------------------------------------
|Signature                 |  | Title                                                         
|                          |  |                                                               
|/s/ Andrew
    G. Sculley |  | President
    and Chief Executive Officer, Director           
|Andrew G. Sculley         |  | (Principal Executive Officer)                                 
|                          |  |                                                               
|/s/ Paul Campbell         |  | Chief Financial
    Officer                                   
|Paul Campbell             |  | (Chief Accounting Officer and
    Principal Financial Officer)
|                          |  |                                                               
|/s/ Jill J. Wittels       |  | Chair
    of the Board, Director                              
|Jill J. Wittels           |  |                                                               
|                          |  |                                                               
|/s/ Ellen Richstone       |  | Director                                                      
|Ellen Richstone           |  |                                                               
|                          |  |                                                               
|/s/ Christopher Brody     |  | Director                                                      
|Christopher Brody         |  |                                                               
|                          |  |                                                               
|/s/ Paul Cronson          |  | Director                                                      
|Paul Cronson              |  |                                                               
|                          |  |                                                               
|/s/ Leslie Polgar         |  | Director                                                      
|Leslie Polgar             |  |                                                               
|                          |  |                                                               
|/s/ Stephen Seay          |  | Director                                                      
|Stephen Seay              |  |                                                               



4







eMAGIN
CORPORATION

INDEX
TO EXHIBITS

|                   |  |                                                                                                                                                                                                                                                                                                                                                                                               
|------------------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit
    Number |  | Description                                                                                                                                                                                                                                                                                                                                                                                   
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                               
|2.1                |  | Agreement and Plan of Merger between Fashion Dynamics Corp., FED
    Capital Acquisition Corporation and FED Corporation dated March 13, 2000 (incorporated by reference to exhibit 2.1 to the
    Registrant's Current Report on Form 8-K/A filed on March 17, 2000).                                                                                                                        
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                               
|3.1                |  | Amended and Restated Certificate of Incorporation (incorporated
    by reference to an appendix to the Registrant's Definitive Proxy Statement filed on September 21, 2006).                                                                                                                                                                                                                  
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                               
|3.2                |  | Certificate of Amendment of Amended and Restated Certificate of
    Incorporation (incorporated by reference to an appendix to the Registrant’s Definitive Proxy Statement filed on October
    26, 2010).                                                                                                                                                                                    
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                               
|3.3                |  | Bylaws of the Registrant (incorporated by reference to exhibit
    99.3 to the Registrant's Definitive Proxy Statement filed on June 14, 2001).                                                                                                                                                                                                                                               
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                               
|3.4                |  | Certificate of Designations of Series B Convertible Preferred Stock
    (incorporated by reference to Exhibit 4.2 of the Registrant’s current report on Form 8-K filed on December 23, 2008).                                                                                                                                                                                                 
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                               
|4.1                |  | Form of Common Stock Purchase Warrant (incorporated by reference
    to Exhibit 4.1 to the Registrant’s current report on Form 8-K filed on December 23, 2008).                                                                                                                                                                                                                               
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                               
|10.1               |  | Form of Agreement for Stock Option Grant pursuant to 2003 Stock
    Option Plan (incorporated by reference to exhibit 99.2 to the Registrant's Registration Statement on Form S-8 filed on March
    14, 2000).*                                                                                                                                                                              
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                               
|10.2               |  | Nonexclusive Field of Use License Agreement relating to OLED Technology
    for miniature, high resolution displays between the Eastman Kodak Company and FED Corporation dated March 29, 1999 (incorporated
    by reference to exhibit 10.6 to the Registrant's Annual Report on Form 10-K/A for the year ended December 31, 2000 filed on
    April 30, 2001).                             
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                               
|10.3               |  | Amendment Number 1 to the Nonexclusive Field of Use License Agreement
    relating to the LED Technology for miniature, high resolution displays between the Eastman Kodak Company and FED Corporation
    dated March 16, 2000 (incorporated by reference to exhibit 10.7 to the Registrant's Annual Report on Form 10-K/A for the year
    ended December 31, 2000 filed on April 30, 2001).
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                               
|10.4               |  | Lease between International Business Machines Corporation (“IBM”)
    and FED Corporation dated May 28, 1999 (incorporated by reference to exhibit 10.9 to the Registrant's Annual Report on Form
    10-K for the year ended December 31, 2000 filed on March 30, 2001).                                                                                                                     
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                               
|10.5               |  | Amendment Number 1 to the Lease between IBM and FED Corporation
    dated July 9, 1999 (incorporated by reference to exhibits 10.8 to the Registrant's Annual Report on Form 10-K for the year
    ended December 31, 2000 filed on March 30, 2001)                                                                                                                                           
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                               
|10.6               |  | Amendment Number 2 to the Lease between IBM and FED Corporation
    dated January 29, 2001 (incorporated by reference to exhibit 10.11 to the Registrant’s Annual Report on Form 10-K for
    the year ended December 31, 2000 filed on March 30, 2001).                                                                                                                                      
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                               
|10.7               |  | Amendment Number 3 to Lease between IBM and FED Corporation dated
    May 28, 2002 (incorporated by reference to the Company’s Form S-1A as filed November 12, 2008).                                                                                                                                                                                                                         
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                               
|10.8               |  | Amendment Number 4 to Lease between IBM and FED Corporation dated
    December 14, 2004 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on December 20, 2004).                                                                                                                                                                                                
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                               
|10.09              |  | Amended and Restated 2003 Stock Option Plan, filed September 1,
    2005, as filed in the Registrant’s Definitive Proxy Statement, incorporated herein by reference.*                                                                                                                                                                                                                         
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                               
|10.10              |  | 2005 Employee Stock Purchase Plan, filed September 1, 2005, as
    filed in the Registrant’s Definitive Proxy Statement, incorporated herein by reference.*                                                                                                                                                                                                                                   
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                               
|10.11              |  | 2004 Amended and Restated Non-Employee Compensation Plan, filed
    September 21, 2006, as filed in the Registrant's Definitive Proxy Statement incorporated herein by reference.*                                                                                                                                                                                                            
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                               
|10.12              |  | Securities Purchase Agreement, dated December 18, 2008 (incorporated
    by reference to exhibit 99.1 of the Registrant’s Current Report on Form 8-K filed on December 22, 2008).                                                                                                                                                                                                             
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                               
|10.13              |  | Registration Rights Agreement, dated December 18, 2008 (incorporated
    by reference to exhibit 99.2 of the Registrant’s Current Report on Form 8-K filed on December 22, 2008).                                                                                                                                                                                                             
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                               
|10.14              |  | Exchange Agreement, dated December 18, 2008 (incorporated by reference
    to exhibit 99.3 of the Registrant’s Current Report on Form 8-K filed on December 22, 2008).                                                                                                                                                                                                                        





5







|                                                                                                                                                              
|--------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                              
|10.15                                                                                                                                                         
|                                                                                                                                                              
|10.16                                                                                                                                                         
|                                                                                                                                                              
|10.17                                                                                                                                                         
|                                                                                                                                                              
|10.18                                                                                                                                                         
|                                                                                                                                                              
|10.19                                                                                                                                                         
|                                                                                                                                                              
|10.20                                                                                                                                                         
|                                                                                                                                                              
|10.21                                                                                                                                                         
|                                                                                                                                                              
|10.22                                                                                                                                                         
|                                                                                                                                                              
|10.23                                                                                                                                                         
|                                                                                                                                                              
|10.24                                                                                                                                                         
|                                                                                                                                                              
|10.25                                                                                                                                                         
|                                                                                                                                                              
|21.1                                                                                                                                                          
|                                                                                                                                                              
|23.1                                                                                                                                                          
|                                                                                                                                                              
|31.1                                                                                                                                                          
|                                                                                                                                                              
|31.2                                                                                                                                                          
|                                                                                                                                                              
|32.1                                                                                                                                                          
|                                                                                                                                                              
|32.2                                                                                                                                                          
|                                                                                                                                                              
|101.INS                                                                                                                                                       
|                                                                                                                                                              
|101.SCH                                                                                                                                                       
|                                                                                                                                                              
|101.CAL                                                                                                                                                       
|                                                                                                                                                              
|101.DEF                                                                                                                                                       
|                                                                                                                                                              
|101.LAB                                                                                                                                                       
|                                                                                                                                                              
|101.PRE                                                                                                                                                       
|                                                                                                                                                              
|*    Each
    of the Exhibits noted by an asterisk is a management compensatory plan or arrangement.                                                          
|** 
    Filed as Exhibit 101 to the Company’s Annual Report on Form 10-K filed with the Commission on March 13, 2015 and incorporated
    herein by reference.





6