MICROVISION, INC. (NASDAQ:MVIS) Files An 8-K Entry into a Material Definitive Agreement

ME Staff 8-k
-
0
MICROVISION, INC. (NASDAQ:MVIS) Files An 8-K Entry into a Material Definitive Agreement

MICROVISION, INC. (NASDAQ:MVIS) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.

Agreements with Lincoln Park Capital Fund, LLC

On December 27, 2019, MicroVison, Inc. (“we” or the “Company”) entered into a purchase agreement (the “Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln Park”), to which we have the right to sell to Lincoln Park up to $16,000,000 of shares of our common stock, including the initial purchase of $1,000,000 at a purchase price of $0.6531 per share (the “Initial Purchase”), at our discretion over the next 24 months, subject to the conditions and limitations set forth in the Purchase Agreement and as described further below. As consideration for entering into the Purchase Agreement, we agreed to issue 375,000 shares of our common stock to Lincoln Park as a commitment fee (the “Commitment Shares”).

In addition to the Initial Purchase of $1,000,000 of shares of our common stock, under the Purchase Agreement, from time to time on any trading day we select, we have the right, in our sole discretion, subject to the conditions and limitations in the Purchase Agreement, to direct Lincoln Park to purchase up to 175,000 shares of our common stock (each such purchase, a “Regular Purchase”) over the 24-month term of the Purchase Agreement; provided, however, that such limit may be increased to up to 225,000 shares if the last closing sale price of our common stock is at least $1.25 on the purchase date, up to 275,000 shares if the last closing sale price of our common stock is at least $1.75 on the purchase date, up to 325,000 shares if the last closing sale price of our common stock is at least $2.50 on the purchase date, and up to 425,000 shares if the last closing sale price of our common stock is at least $3.00 on the purchase date (each subject to adjustment for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction as provided in the Purchase Agreement). The purchase price for shares of common stock to be purchased by Lincoln Park will be the equal to lesser of (i) the lowest sale price on the purchase date, as reported by Nasdaq, or (ii) the arithmetic average of the three lowest closing sale prices for our common stock during the ten trading days prior to the purchase date. Lincoln Park’s obligation under each Regular Purchase shall not exceed $1,500,000.

We can also direct Lincoln Park to purchase additional amounts as accelerated purchases, under certain circumstances and provided the last closing sale price of our common stock is at least $0.50 per share, in an amount up to the lesser of (i) three times the number of shares purchased to such Regular Purchase or (ii) 30% of the trading volume on such accelerated purchase date. The purchase price for the additional shares is the lower of:

There is no upper or lower limit on the price per share that Lincoln Park must pay for our common stock under the Purchase Agreement.

Other than as described above, there are no trading volume requirements or restrictions under the Purchase Agreement. We will control the timing and amount of any sales of our common stock to Lincoln Park. We may at any time, in our sole discretion terminate the Purchase Agreement without fee, penalty or cost, upon one trading day written notice.

The Purchase Agreement limits our sales of shares of common stock to Lincoln Park to 24,766,904 shares of common stock, representing 19.99% of the shares of common stock outstanding on the date of the Purchase Agreement (which number of shares shall be reduced, on a share-for-share basis, by the number of shares of common stock issued or issuable to any transaction or series of transactions that may be aggregated with the transactions contemplated by the Purchase Agreement under applicable Nasdaq rules (the “Exchange Cap”), unless (i) shareholder approval is obtained to issue more than such amount or (ii) the average price of all applicable sales of our common stock to Lincoln Park under the Purchase Agreement equals or exceeds the greater of book or market value of our common stock as calculated in accordance with applicable Nasdaq rules. In addition, the Purchase Agreement does not permit the issuance of shares thereto to the extent that such issuance would exceed the number of shares of common stock then available for issuance to our certificate of incorporation in effect at such time.

The Purchase Agreement also prohibits us from directing Lincoln Park to purchase any shares of common stock if those shares, when aggregated with all other shares of our common stock then beneficially owned by Lincoln Park and its affiliates, would result in Lincoln Park and its affiliates having beneficial ownership, at any single point in time, of more than 4.99% of the then total outstanding shares of our common stock, as calculated to Section 13(d) of the Securities Exchange Act of 1934, as amended, and Rule 13d-3 thereunder.

The Purchase Agreement does not limit our ability to raise capital from other sources at our sole discretion, provided, however, that we shall not enter into any “Variable Rate Transaction” as defined in the Purchase Agreement, including the issuance of any floating conversion rate or variable priced equity-like securities during the 24 months after the date of the Purchase Agreement, as long as Lincoln Park holds more than 50,000 shares of our common stock.

Events of default under the Purchase Agreement include the following:

Lincoln Park does not have the right to terminate the Purchase Agreement upon any of the events of default set forth above. During an event of default, all of which are outside the control of Lincoln Park, shares of our common stock cannot be sold by us or purchased by Lincoln Park under the terms of the Purchase Agreement.

We have the right to terminate the Purchase Agreement at any time, at no cost to us. In the event of bankruptcy proceedings by or against us, the Purchase Agreement will automatically terminate without action of any party.

The Purchase Agreement contains customary representations, warranties and agreements of the Company and Lincoln Park, limitations and conditions to completing future sale transactions, indemnification rights and other obligations of the parties. Actual sales of shares of common stock to Lincoln Park under the Purchase Agreement will depend on a variety of factors to be determined by the Company from time to time, including (among others) market conditions, the trading price of our common stock and determinations by the Company as to other available and appropriate sources of funding for the Company.

Concurrently with entering into the Purchase Agreement, the Company also entered into a registration rights agreement with Lincoln Park (the “Registration Rights Agreement”), to which the Company agreed to file a prospectus supplement to Rule 424(b) relating to the sale of the shares of the Company’s common stock that have been and may be issued to Lincoln Park under the Purchase Agreement to the Company’s existing shelf registration statement or a new registration statement and use its reasonable best efforts to keep such registration statement effective until the earlier of (i) the date on which Lincoln Park shall have sold all the Purchase Shares and (ii) the earlier of (A) 180 days following the first day of the month immediately following the 24 month anniversary of the commencement date and (B) the nine months following the termination of the Purchase Agreement.

The offer and sale of the shares under the Purchase Agreement was made to the Company’s registration statement on Form S-3 (SEC File No. 333-228113), which was declared effective by the SEC on November 13, 2018, and to the prospectus supplement filed on December 27, 2019.

The Company intends to use the net proceeds from this offering to for general corporate purposes, which may include, but are not limited to, working capital and capital expenditures. Pending the application of the net proceeds, we expect to invest the proceeds in investment-grade, interest-bearing instruments or other securities.

The foregoing description of the terms and conditions of the Purchase Agreement and the Registration Rights Agreement does not purport to be complete and is qualified in their entirety by the full text of the Purchase Agreement and the Registration Rights Agreement, which are attached hereto as Exhibit 10.1 and Exhibit 4.1, respectively, and incorporated herein by reference.

The Company is filing the opinion of its counsel, Ropes & Gray LLP, relating to the legality of the shares of common stock offered and sold to the Purchase Agreement, as Exhibit 5.1 hereto.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

23.1    Consent of Ropes & Gray LLP (included in Exhibit 5.1).


MICROVISION, INC. Exhibit
EX-4.1 2 d855192dex41.htm EX-4.1 EX-4.1 Exhibit 4.1 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”),…
To view the full exhibit click here

About MICROVISION, INC. (NASDAQ:MVIS)

Microvision, Inc. is a developer of laser beam scanning (LBS) technology. The Company markets its technology under the brand name, PicoP. It has developed PicoP scanning technology that can be adopted by its customers to create high-resolution miniature projection, and three-dimensional sensing and image capture solutions that use laser diodes as the light source. The Company offers key components for inclusion in a scanning engine, including its Micro-Electrical Mechanical Systems (MEMS) and Application-Specific Integrated Circuits (ASICs). Its PicoP scanning technology incorporates its expertise in two-dimensional MEMS, lasers, optics and electronics to create a small form factor scanning engine with lower power needs. It licenses PicoP scanning technology to original design manufacturers (ODMs) or original equipment manufacturers (OEMs). Its technology creates a platform that can support multiple applications and markets, including enterprise, medical, industrial and automotive.