Item 1.01. Entry into a Material Definitive Agreement.
On June 21, 2021, MicroVision, Inc. (the “Company”) entered into an At-the-Market Issuance Sales Agreement (the “Sales Agreement”) with Craig-Hallum Capital Group LLC (“Craig-Hallum”) pursuant to which the Company may sell, at its option, up to an aggregate of $140 million in shares of its common stock through Craig-Hallum, as sales agent. Sales of the common stock made pursuant to the Sales Agreement, if any, will be made under the Company’s effective Registration Statement on Form S-3 filed on February 16, 2021 (the “Registration Statement”). Prior to any sales under the Sales Agreement, the Company will deliver a placement notice to Craig-Hallum 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, Craig-Hallum 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. Craig-Hallum 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 pursuant to the Sales Agreement.
The Company will pay Craig-Hallum a commission equal to (i) 2.35% of the first $50 million of gross proceeds from the sale of shares of the Company’s common stock under the Sales Agreement and (ii) 2.00% of any additional gross proceeds from the sale of shares of the Company’s common stock under the Sales Agreement. Pursuant to the terms of the Sales Agreement, the Company also provided Craig-Hallum with customary indemnification rights. The offering of common stock pursuant to the Sales Agreement will terminate upon the earlier of (i) the sale of all of the common stock subject to the Sales Agreement and (ii) the termination of the Sales Agreement by the Company or Craig-Hallum. Either party may terminate the agreement in its sole discretion at any time upon written notice to the other party.
The Company currently anticipates that the net proceeds from the sale of the securities offered under the Registration Statement will be used for general corporate purposes, which may include, but are not limited to, working capital and capital expenditures.
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Certain statements contained in this filing, including those relating to amounts sold under the Sales Agreement and the use of proceeds therefrom, the value of the Company’s technology, timing of products coming to market, management of finances, exploration of strategic alternatives with third parties and the Company’s future products and product applications are forward-looking statements that involve a number of risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Factors that could cause actual results to differ materially from those projected in such forward-looking statements include the risk that the Company may not succeed in finding licensing or other strategic solutions, including a potential sale of the Company, with acceptable timing, benefits or costs; the Company’s ability to operate with limited cash or to raise additional capital when needed; market acceptance of the Company’s technologies and products or for products incorporating the Company’s technologies; the failure of the Company’s commercial partners to perform as expected under the Company’s agreements, including from the impact of COVID-19 (coronavirus); the Company’s ability to identify parties interested in paying any amounts or amounts the Company deems desirable for the purchase or license of intellectual property assets; the Company’s or its customers’ failure to perform under open purchase orders; the Company’s financial and technical resources relative to those of its competitors; the Company’s ability to keep up with rapid technological change; government regulation of its technologies; the Company’s ability to enforce its intellectual property rights and protect its proprietary technologies; the ability to obtain additional contract awards and develop partnership opportunities; the timing of commercial product launches and delays in product development; the ability to achieve key technical milestones in key products; dependence on third parties to develop, manufacture, sell and market the Company’s products; potential product liability claims; the Company’s ability to maintain its listing on The Nasdaq Stock Market, and other risk factors identified from time to time in the
