Item 2.02. Results of Operations and Financial Condition.

On January 22, 2020, eMagin Corporation (the "Company") issued a press release announcing its preliminary revenues for the fourth quarter ended December 31, 2019 and backlog of open orders as of December 31, 2019. A copy of the press release is furnished with this report as Exhibit 99.1.

The information in this Item 2.02 and Exhibit 99.1 attached to this Current Report on Form 8-K are being furnished under Item 2.02 of Form 8-K and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be set forth by specific reference in such filing.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.





Resignation of Officer

On January 22, 2020, the Company announced that Mr. Jeffrey Lucas, the Company's President and CFO, will resign from the Company effective February 1, 2020 to pursue another opportunity. Mr. Lucas's resignation was not the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices.

On January 28, 2020, the Company entered into a consulting agreement with Mr. Lucas (the "Consulting Agreement"). The Consulting Agreement provides that Mr. Lucas will provide transition services to the Company, at the rate of $200 per hour. All services, including their anticipated time required, must be agreed to and approved in advance by the Company. In addition, on January 23, 2020, the Company also entered into an amended stock option agreement with Mr. Lucas (the "Amended Stock Option Agreement"), pursuant to which it extended the exercise period under certain of Mr. Lucas' option agreements to the lessor of one year or the contractual expiration date.

The foregoing descriptions of the Consulting Agreement and the Amended Stock Option Agreement do not purport to be complete and are qualified in their entirety by reference to full text of the Consulting Agreement and the full text of the Amended Stock Option Agreement, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated by reference herein.

Appointment of Certain Officers

The Board approved that Mr. Mark Koch, the Company's Vice President of Finance, will become the Acting Chief Financial Officer with a base salary of $235,000 per annum effective February 1, 2020. In addition, Dr. Amal Ghosh, the Company's Chief Technology Officer, will become the Chief Operating Officer effective February 1, 2020.

There were no arrangements or understandings between either Mr. Koch or Mr. Ghosh and any other persons pursuant to which each was selected as an officer, and there are no related person transactions within the meaning of Item 404(a) of Regulation S-K promulgated by the SEC between either Mr. Koch and the Company or Mr. Ghosh and the Company required to be disclosed herein.

Item 9.01. Financial Statements and Exhibits.





(d)  Exhibits




Exhibit Number    Description
     10.1           Consulting Agreement between eMagin Corporation and Mr.
                  Jeffrey P. Lucas dated January 28, 2020
     10.2           Amended Stock Option Agreement between eMagin Corporation and
                  Jeffrey P. Lucas dated January 23, 2020.
     99.1           Press Release issued by eMagin Corporation dated January 22,
                  2020.

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