MicroVision Enters Credit Agreement, Issues Equity

TL;DR

MVIS just signed a credit deal and sold some stock. Watch for dilution.

AI Summary

On October 14, 2024, MicroVision, Inc. entered into a Material Definitive Agreement, specifically a credit agreement with an unnamed lender. This agreement creates a direct financial obligation for the company. The filing also notes the creation of an obligation under an off-balance sheet arrangement and discusses unregistered sales of equity securities.

Why It Matters

This filing indicates MicroVision has secured new financing through a credit agreement and has also issued equity, which could impact its financial structure and shareholder dilution.

Risk Assessment

Risk Level: medium — The company is taking on new debt and issuing equity, which can introduce financial risks and potential dilution for existing shareholders.

Key Players & Entities

• MicroVision, Inc. (company) — Registrant
• October 14, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 001-34170 (filing_id) — Commission File Number
• 91-1600822 (tax_id) — I.R.S. Employer Identification No.
• 18390 NE 68th Street, Redmond, Washington 98052 (address) — Business and Mail Address

FAQ

Key Financial Figures

• $0.001 — ange on which registered Common Stock $0.001 Par Value MVIS The Nasdaq Stock Mar
• $45 million — for the initial note is expected to be $45 million (the "Initial Principal Amount"), with
• $30 million — to issue additional principal amount of $30 million (the "Additional Principal Amount" and,
• $2,000,000 — Agreement) must have been not less than $2,000,000, the Company shall have filed a Resale
• $1,925,000 — he option to partially redeem (i) up to $1,925,000 (the "Initial Partial Redemption Paymen
• $3,850,000 — ending on April 1, 2025 and (ii) up to $3,850,000 on the first day of each month beginnin
• $1,000 — ount equal to (i) one thousand dollars ($1,000) divided by (ii) the "first conversion
• $1 — whose denominator is the lesser of (A) $1.5960, which is equal to one hundred twe
• $2 — stock price has closed at or above (i) $2.3940, which is one hundred fifty percen
• $20 million — ned in the Convertible Note), less (ii) $20 million). Pursuant to the Purchase Agreement,

Filing Documents

• form8-k.htm (8-K) — 54KB
• ex10-1.htm (EX-10.1) — 432KB
• ex10-2.htm (EX-10.2) — 438KB
• ex99-1.htm (EX-99.1) — 21KB
• ex99-1_001.jpg (GRAPHIC) — 4KB
• ex10-2_001.jpg (GRAPHIC) — 9KB
• ex10-2_002.jpg (GRAPHIC) — 8KB
• ex10-2_003.jpg (GRAPHIC) — 6KB
• ex10-2_004.jpg (GRAPHIC) — 7KB
• ex10-2_005.jpg (GRAPHIC) — 7KB
• ex10-2_006.jpg (GRAPHIC) — 9KB
• 0001493152-24-041008.txt ( ) — 1365KB
• mvis-20241014.xsd (EX-101.SCH) — 3KB
• mvis-20241014_lab.xml (EX-101.LAB) — 33KB
• mvis-20241014_pre.xml (EX-101.PRE) — 24KB
• form8-k_htm.xml (XML) — 3KB

03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet. The information disclosed in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The information disclosed in Item 1.01 of this Current Report on Form 8-K regarding the Purchase Agreement, the issuance of the Convertible Note, and the underlying shares of Common Stock is incorporated herein by reference. The Convertible Note and underlying shares of Common Stock have not been registered under the Securities Act, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The Company is relying on the private placement exemption from registration provided by Section 4(a)(2) of the Securities Act and by Rule 506 of Regulation D, and similar exemptions under applicable state laws. In connection with the transactions contemplated by the Purchase Agreement and pursuant to that certain Engagement Letter by and between WestPark Capital, Inc. ("WPC") and EF Hutton LLC ("EFH") and the Company, WPC and EFH, as co-placement agents, are entitled to receive a cash fee payable immediately upon the Initial Closing Date equal to 6.5% of the aggregate gross proceeds raised in the transactions contemplated by the Purchase Agreement.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On October 15, 2024, the Company issued a press release announcing the Purchase Agreement and Convertible Note described in Item 1.01. A copy of the press release is filed as Exhibits 99.1 and is incorporated herein by reference. The information in Exhibit 99.1 is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description Exhibit 10.1* Securities Purchase Agreement. Exhibit 10.2 Form of Senior Secured Convertible Note. Exhibit 99.1 Press Release, dated October 15, 2024 . Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). *Certain schedules to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish a copy of all omitted schedules to the SEC upon its request. Portions of this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally an unredacted copy of the Exhibits to the SEC upon its request.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. MicroVision, Inc. Date: October 15, 2024 By: /s/ Drew G. Markham Drew G. Markham Senior Vice President, General Counsel and Secretary