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.

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On August 10, 2017, MicroVision, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Ladenburg Thalmann& Co. Inc. (the “Underwriter”). The Underwriting Agreement provides for the sale of 4,761,905 shares of common stock, par value $0.001 per share (“Common Stock”), at a public offering price of $2.10 per share, less an underwriting discount of $0.13125 per share. The Company also granted the Underwriter a 30-day option to purchase up to an additional 714,286 shares of Common Stock to cover over-allotments, if any. The sale of the shares of Common Stock to the Underwriting Agreement is expected to close on or about August 15, 2017, subject to the satisfaction of customary closing conditions. The Shares are being offered and sold to the Company’s registration statement on Form S-3 (Registration No.333-211869) declared effective by the Securities and Exchange Commission (the “SEC”) on June22, 2016 and the related registration statement filed on August10, 2017 to Rule 462(b) under the Securities Act of 1933. A prospectus supplement relating to the sale of the shares of Common Stock will be filed with the SEC.

The Company expects to receive net proceeds from the offering of approximately $9.2 million, or approximately $10.6 million if the Underwriter exercises its option to purchase additional shares in full, after deducting the underwriting discount and estimated offering expenses payable by the Company. The Company intends to use the net proceeds of the offering for general corporate purposes.

A copy of the opinion of Ropes& Gray LLP relating to the legality of the issuance and sale of the securities is attached as Exhibit 5.1 hereto. A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and incorporated herein by reference. The foregoing description of the offering by the Company and the documentation related thereto does not purport to be complete and is qualified in its entirety by reference to such exhibits.

The Company has terminated the Purchase Agreement dated September22, 2016 (the “Common Stock Purchase Agreement”) between the Company and Lincoln Park Capital Fund, LLC. The Common Stock Purchase Agreement is terminable without penalty at the Company’s election. As a result of the termination of the Common Stock Purchase Agreement, there will be no further sales of Common Stock thereunder.

Item 1.01. Financial Statements and Exhibits.

(d) Exhibits.

EX-1.1 2 d438744dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 4,…
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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.

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