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

0

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

Item1.01. Entry into a Material Definitive Agreement.

On May1, 2017, MicroVision, Inc. (the Company) entered into an
At-the-Market Issuance Sales Agreement (the Sales Agreement) with
IFS Securities, Inc. (doing business as Brinson Patrick, a
division of IFS Securities, Inc.) (Brinson Patrick) to which the
Company may sell, at its option, up to an aggregate of $5million
in shares of its common stock through Brinson Patrick, as sales
agent. Sales of the common stock made to the Sales Agreement, if
any, will be made under the Companys previously filed and
currently effective Registration Statement on Form S-3 (the
Registration Statement). Prior to any sales under the Sales
Agreement, the Company will deliver a placement notice to Brinson
Patrick that will set the parameters for such sale of shares,
including the number of shares to be issued, the time period
during which sales are requested to be made, any limitation on
the number of shares that may be sold in any one trading day and
any minimum price below which sales may not be made. Subject to
the terms and conditions of the Sales Agreement, Brinson Patrick
may sell the shares, if any, only by methods deemed to be an at
the market offering as defined in Rule 415 promulgated under the
Securities Act of 1933, as amended, including without limitation
sales made directly through the NASDAQ Global Market, by means of
ordinary brokers transactions, in negotiated transactions, to or
through a market maker other than on an exchange or otherwise, at
market prices prevailing at the time of sale, at prices related
to such prevailing market prices, or at negotiated prices and/or
any other method permitted by law. Brinson Patrick will use
commercially reasonable efforts consistent with its normal
trading and sales practices to sell the shares in accordance with
the terms of the Sales Agreement and any applicable placement
notice. The Company cannot provide any assurances that it will
issue any shares to the Sales Agreement.

The Company will pay Brinson Patrick a commission equal to up to
3% of the gross proceeds from the sale of shares of the Companys
common stock under the Sales Agreement, if any. to the terms of
the Sales Agreement, the Company also provided Brinson Patrick
with customary indemnification rights. The offering of common
stock to the Sales Agreement will terminate upon the earlier of
(a)the sale of all of the common stock subject to the Sales
Agreement and (b)the termination of the Sales Agreement by the
Company or Brinson Patrick. Either party may terminate the
agreement in its sole discretion at any time upon written notice
to the other party.

In order to furnish certain exhibits for incorporation by
reference into the Registration Statement, the Company is filing
the Sales Agreement and an opinion the Company received from its
counsel regarding the validity of the shares to be sold to the
Sales Agreement. The foregoing description of the Sales Agreement
does not purport to be complete and is qualified in its entirety
by reference to such exhibit.

Item9.01. Financial Statements and Exhibits.

(d)Exhibits.

1.1 At-the-Market Issuance Sales Agreement, dated May1, 2017, by
and between the Company and IFS Securities, Inc. (doing
business as Brinson Patrick, a division of IFS Securities,
Inc.)
5.1 Opinion of Ropes Gray LLP
23.1 Consent of Ropes Gray LLP (included in Exhibit 5.1)


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.

MICROVISION, INC. (NASDAQ:MVIS) Recent Trading Information

MICROVISION, INC. (NASDAQ:MVIS) closed its last trading session 00.00 at 2.09 with 1,192,585 shares trading hands.