Current Report Filing (8-k)
January 03 2019 - 8:26AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 2, 2019
MICROVISION, INC.
(Exact Name of Registrant as Specified in Charter)
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Delaware
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001-34170
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91-1600822
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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6244 185th Ave NE, Suite 100
Redmond, Washington 98052
(Address of Principal Executive Offices) (Zip Code)
(425)
936-6847
(Registrants telephone number, including area code)
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth
company ☐
If an emerging growth company, indicate by check mark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement.
On January 2, 2019, MicroVision, Inc. (the Company) entered into a Subscription Agreement (the Subscription Agreement) with Shehnee
Lawrence-Farhi (the Investor), pursuant to which the Company agreed to issue and sell to the Investor 2,000,000 shares of the Companys common stock, par value $0.001 per share (the Shares), at a price of $0.60 per
Share. The sale of the Shares pursuant to the Subscription Agreement is expected to close on or about January 4, 2019.
The Company intends to use
the net proceeds from the sale of the Shares for general corporate purposes.
The Shares are being issued and sold pursuant to the Companys
registration statement on Form
S-3
(Registration
No. 333-228113)
declared effective by the Securities and Exchange Commission (the SEC) on
November 13, 2018. A prospectus supplement relating to the sale of the Shares will be filed with the SEC.
A copy of the opinion of Ropes &
Gray LLP relating to the legality of the issuance and sale of the Shares is attached as Exhibit 5.1 hereto. A copy of the Subscription Agreement is attached hereto as Exhibit 10.1 and incorporated herein by reference. The foregoing description of
the issuance and sale of the Shares 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.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits.
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.
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MICROVISION, INC.
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By:
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/s/ David J. Westgor
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David J. Westgor
Vice President, General Counsel & Secretary
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Date: January 3, 2019
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