Filed pursuant to Rule 424(b)(5)
Registration No. 333-211869
PROSPECTUS SUPPLEMENT
(To Prospectus dated June 22,
2016)
Up to $17,025,000 of Common Stock and
522,556 Shares of Common Stock as Commitment Shares
This prospectus supplement relates to the issuance and sale of up to $17,025,000 in shares of our common stock, and an additional 522,556
shares of common stock as Commitment Shares (as defined below), to Lincoln Park Capital Fund, LLC, (“Lincoln Park”), under a Purchase Agreement entered into on September 22, 2016, (the “Purchase Agreement”).
The shares offered include:
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$2,025,000 shares of common stock that Lincoln Park is purchasing as the initial purchase, at a purchase price of $1.50 per share;
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up to $15,000,000 of shares of common stock that may be sold from time to time after the initial purchase, at our sole discretion, to Lincoln Park over the next 24 months in accordance with the Purchase Agreement; and
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522,556 shares of common stock to be issued to Lincoln Park, in consideration for entering into the Purchase Agreement (the “Commitment Shares”).
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This prospectus supplement and the accompanying prospectus also cover the resale of these shares by Lincoln Park to the public.
Our common stock trades on the NASDAQ Global Market (“NASDAQ”) under the symbol “MVIS.” On September 22, 2016, the last
reported sales price of our common stock on NASDAQ was $1.40 per share.
Investing in
our securities involves a high degree of risk. Please see the sections entitled “
Risk Factors
” on page S-5 of this prospectus supplement, on page 1 of the accompanying prospectus, as well as in our periodic
reports filed with the Securities and Exchange Commission and incorporated by reference herein, for a discussion of important risks that you should consider before making an investment decision.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is September 22, 2016
TABLE OF CONTENTS
Prospectus Supplement
Prospectus
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ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering. The second
part, the accompanying prospectus, provides more general information, some of which may not apply to this offering. This prospectus supplement and the information incorporated by reference in this prospectus supplement also adds to, updates and
changes information contained or incorporated by reference in the accompanying prospectus. If information in this prospectus supplement or the information incorporated by reference in this prospectus supplement is inconsistent with the accompanying
prospectus or the information incorporated by reference therein, then this prospectus supplement or the information incorporated by reference in this prospectus supplement will apply and will supersede the information in the accompanying prospectus
and the documents incorporated by reference therein.
This prospectus supplement is part of a registration statement that we filed with
the Securities and Exchange Commission (the “SEC”), using a “shelf” registration process. Under the shelf registration process, we may from time to time offer and sell any combination of the securities described in the
accompanying prospectus up to a total dollar amount of $35 million of which this offering is a part. As of the date of this prospectus supplement, we had not sold any securities under the registration statement.
You should rely only on the information contained or incorporated by reference in this prospectus supplement, the accompanying prospectus
and any free writing prospectus prepared by or on behalf of us. We have not authorized anyone to provide you with different or additional information. If anyone provides you with different or additional information, you should not rely on it. We are
not making an offer of these securities under any circumstance or in any jurisdiction where the offer is not permitted or unlawful. You should assume that the information contained in this prospectus supplement, the accompanying prospectus and any
free writing prospectus prepared by or on behalf of us is accurate only as of their respective dates, and that any information in documents that we have incorporated by reference is accurate only as of the date of the document incorporated by
reference.
This prospectus supplement, the accompanying prospectus and the information incorporated herein and therein by reference
include trademarks, service marks and trade names owned by us or other companies. All trademarks, service marks and trade names included or incorporated by reference into this prospectus supplement or the accompanying prospectus are the property of
their respective owners.
Unless the context requires otherwise, in this prospectus supplement and the accompanying prospectus the terms
“MicroVision,” “the Company,” “we,” “us,” “our” and similar names refer to MicroVision, Inc.
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PROSPECTUS SUMMARY
The following summary is qualified in its entirety by, and should be read together with, the more detailed information and our consolidated
financial statements and related notes thereto appearing elsewhere or incorporated by reference in this prospectus supplement and the accompanying prospectus. Before you decide to invest in our securities, you should read the entire prospectus
supplement and the accompanying prospectus carefully, including the risk factors and the financial statements and related notes included or incorporated by reference in this prospectus supplement and the accompanying prospectus.
The Company
Overview
MicroVision, Inc. is a pioneer in laser beam scanning (LBS) technology that we market under our brand name
PicoP
®
. We have developed our proprietary PicoP
®
scanning technology that can be adopted by our customers to create high-resolution
miniature projection and three-dimensional sensing and image capture solutions that use laser diodes as the light source. Our PicoP
®
scanning technology incorporates our patented expertise in
two-dimensional Micro-Electrical Mechanical Systems (MEMS), lasers, optics, and electronics to create a small form factor scanning engine with lower power needs than many other technologies that projects high-quality video and still image and/or
uses depth sensing to capture three-dimensional data.
Our business strategy is to commercialize our
PicoP
®
scanning technology by enabling original design manufacturers (ODMs) and original equipment manufacturers (OEMs) to produce scanning engines by licensing our technology to those ODMs
and OEMs, and by selling key scanning engine components to them, as needed.
Corporate Information
MicroVision was founded in 1993 as a Washington corporation and reincorporated in 2003 under the laws of the State of Delaware. Our principal office is located
at 6244 185th Ave NE, Suite 100, Redmond, WA 98052 and our telephone number is 425-936-6847. We maintain a website at www.microvision.com, where general information about us is available. We do not incorporate the information on our website into
this prospectus supplement or the accompanying prospectus and you should not consider it part of this prospectus supplement or the accompanying prospectus.
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THE OFFERING
The following summary is qualified in its entirety by, and should be read together with, the more detailed information and financial
statements and related notes thereto appearing elsewhere or incorporated by reference in this prospectus supplement and the accompanying prospectus. Before you decide to invest in our securities, you should read the entire prospectus supplement and
the accompanying prospectus carefully, including the risk factors and the financial statements and related notes included or incorporated by reference in this prospectus supplement and the accompanying prospectus.
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Common Stock offered by MicroVision
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$2,025,000 shares of common stock that Lincoln Park is purchasing as the initial purchase, at a purchase price of $1.50 per share;
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up to $15,000,000 of shares of common stock that may be sold from time to time after the initial purchase, at our sole discretion, to Lincoln Park over the next 24 months in accordance with the Purchase Agreement; and
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522,556 shares of common stock to be issued to Lincoln Park as Commitment Shares, in consideration for entering into the Purchase Agreement.
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Use of proceeds
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We intend to use net proceeds of this offering for general corporate purposes, including working capital, product development and capital expenditures. See “Use of Proceeds” on Page S-7 of this prospectus supplement.
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Risk factors
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Investing in our common stock involves a high degree of risk. You should read the description of risks set forth in the “Risk Factors” section of this prospectus supplement or incorporated by reference in this prospectus supplement for
a discussion of factors to consider before deciding to purchase our securities.
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NASDAQ ticker symbol
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MVIS
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Agreement with Lincoln Park Capital Fund, LLC
On September 22, 2016, we entered into a Purchase Agreement with Lincoln Park, which provides that, upon the terms and subject to the
conditions and limitations set forth therein, we have the right to sell to Lincoln Park up to $17,025,000 (including the initial purchase of $2,025,000) of shares of our common stock at our discretion as described below. As consideration for
entering into the Purchase Agreement, we agreed to issue 522,556 shares of our common stock to Lincoln Park as a commitment fee (the “Commitment Shares”).
We are filing this prospectus supplement to cover the offer and sale of up to $17,025,000 of shares of our common stock, which consists of
(i) $2,025,000 of shares that Lincoln Park is purchasing as the initial purchase under the Purchase Agreement (the “Initial Purchase”) at a purchase price of $1.50 per share, (ii) additional shares of common stock with an
aggregate offering price of up to $15,000,000, which we may sell from time to time in our sole discretion to Lincoln Park over the next 24 months, subject to the conditions and limitations in the Purchase Agreement, and (iii) the 522,556 Commitment
Shares.
In addition to the Initial Purchase of $2,025,000 of shares of our common stock, under the Purchase Agreement, from time to time
on any trading day we select, we have the right, in our sole discretion, subject to the conditions and limitations in the Purchase Agreement, to direct Lincoln Park to purchase up to 150,000 shares of our common stock (each such purchase, a
“Regular Purchase”). The purchase price for shares of common stock to be purchased by Lincoln Park will be the equal to lesser of (i) the lowest sale price on the purchase date, as reported by NASDAQ, or (ii) the arithmetic
average of the three lowest closing sale prices for our common stock during the ten trading days prior to the purchase date. Lincoln Park’s obligation under each Regular Purchase shall not exceed $1,000,000. Both the amount and
frequency of the Regular Purchases can be increased upon the mutual agreement of us and Lincoln Park.
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We can also accelerate the amount of our shares of common stock to be purchased under
certain circumstances in an amount up to the lesser of (i) three times the number of shares purchased pursuant to such Regular Purchase or (ii) 30% of the trading volume on such accelerated purchase date. The purchase price for the
additional shares is the lower of:
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the closing sale price for the common stock on the date of sale; and
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ninety-seven percent (97%) of the volume weighted average price of the common stock on the NASDAQ Capital Market on the date of sale.
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There is no upper limit on the price per share that Lincoln Park must pay for our common stock under the Purchase Agreement, but in no event
will shares be sold to Lincoln Park on a day our closing price is less than the floor price of $1.00 per share.
There are no trading
volume requirements or restrictions under the Purchase Agreement, but there are limitations on the number of shares we can direct Lincoln Park to purchase, as described below. We will control the timing and amount of any sales of our common stock to
Lincoln Park. We may at any time, in our sole discretion terminate the Purchase Agreement without fee, penalty or cost, upon one trading day written notice. As consideration for entering into the Purchase Agreement, we are issuing to Lincoln Park
522,556 shares of our common stock as Commitment Shares.
The Purchase Agreement limits our sales of shares of common stock to Lincoln
Park to the maximum number of shares of our common stock that we may issue without breaching our obligations under applicable rules of the NASDAQ Stock Market (approximately 10,409,013 shares, or 19.99% of our total outstanding common stock) (the
“Exchange Cap”) unless (i) shareholder approval is obtained to issue more than such 19.99% or (ii) the average purchase price for all purchases made by Lincoln Park is greater than or equal to the consolidated closing bid price per share
of our common stock on the date the Purchase Agreement became effective, plus an incremental amount to account for the issuance of the Commitment Shares.
The Purchase Agreement also prohibits us from directing Lincoln Park to purchase any shares of common stock if those shares, when aggregated
with all other shares of our common stock then beneficially owned by Lincoln Park and its affiliates, would result in Lincoln Park and its affiliates having beneficial ownership, at any single point in time, of more than 9.99% of the then total
outstanding shares of our common stock, as calculated pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and Rule 13d-3 thereunder.
The Purchase Agreement does not limit our ability to raise capital from other sources at our sole discretion, provided, however, that we shall
not enter into any “Variable Rate Transaction” as defined in the Purchase Agreement, including the issuance of any floating conversion rate or variable priced equity-like securities during the 24 months after the date of the Purchase
Agreement, as long as Lincoln Park holds more than 50,000 shares of our common stock.
Events of default under the Purchase Agreement
include the following:
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the effectiveness of the registration statement, of which this prospectus supplement and accompanying prospectus are a part, lapses for any reason (including, without limitation, the issuance of a stop order), or this
prospectus supplement and accompanying prospectus are unavailable for sale by us or the resale by Lincoln Park of our common stock offered hereby, and such lapse or unavailability continues for a period of ten consecutive business days or for more
than an aggregate of thirty business days in any 365-day period;
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the suspension of our common stock from trading or the failure of our common stock to be listed on NASDAQ for a period of one (1) business day;
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the delisting of our common stock from NASDAQ; provided, however, that our common stock is not immediately thereafter trading on the New York Stock Exchange, the NASDAQ Capital Market, the NASDAQ Global Select Market,
the NYSE MKT, the NYSE Arca, the OTC Bulletin Board or OTC Markets (or nationally recognized successor to any of the foregoing);
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the failure for any reason by the transfer agent to issue the securities offered hereby to Lincoln Park within three business days after the applicable Purchase Date or Accelerated Purchase Date (as applicable) which
Lincoln Park is entitled to receive such securities;
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any breach of the representations and warranties or covenants contained in the Purchase Agreement or any related agreements with Lincoln Park if such breach would reasonably be expected to have a material adverse effect
and such breach is not cured within five trading days;
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our insolvency or our participation or threatened participation in insolvency or bankruptcy proceedings by or against us, as more fully described in the Purchase Agreement;
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if at any time we are not eligible to transfer our common stock electronically via DWAC; or
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if at any time after the commencement date, the Exchange Cap is reached, to the extent it is applicable.
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Lincoln Park does not have the right to terminate the Purchase Agreement upon any of the events of default set forth above. During an event of
default, all of which are outside the control of Lincoln Park, shares of our common stock cannot be sold by us or purchased by Lincoln Park under the terms of the Purchase Agreement.
This offering will terminate on the date that all shares offered by this prospectus supplement have been sold or, if earlier, the expiration or termination of
the Purchase Agreement. We have the right to terminate the Purchase Agreement at any time, at no cost to us. In the event of bankruptcy proceedings by or against us, the Purchase Agreement will automatically terminate without action of any party.
The above description of the Purchase Agreement is qualified in its entirety by reference to the Purchase Agreement, which will be filed and incorporated
by reference into this prospectus supplement.
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RISK FACTORS
You should carefully consider the specific risks set forth under the caption “Risk Factors” in our quarterly report on Form 10-Q for
the quarter ended June 30, 2016, which is incorporated by reference in this prospectus, as well as those below and the other documents incorporated by reference. The risks and uncertainties we describe are not the only ones facing us.
Additional risks not presently known to us or that we currently deem immaterial may also impair our business operations. If any of these risks were to occur, our business, financial condition or results of operations would likely suffer. In that
event, the trading price of our common stock could decline and you could lose all or part of your investment.
We have broad discretion in the use of
the net proceeds from this offering and may not use them effectively.
Our management will have broad discretion in the application of the proceeds
from this offering and could spend the proceeds in ways that do not necessarily improve our results of operations or enhance the value of our common stock. Our failure to apply these funds effectively could have a material adverse effect on our
business, financial condition, operating results and cash flow, and could cause the price of our common stock to decline.
If we sell shares of our
common stock under the Purchase Agreement, our existing stockholders will experience immediate dilution and, as a result, our stock price may go down.
Pursuant to the Purchase Agreement, we have agreed to sell $2,025,000 of shares of common stock to Lincoln Park as the initial purchase, up to an additional
$15,000,000 shares of common stock over a 24-month period at our option and subject to certain limitations, and 522,556 shares of common stock as consideration for Lincoln Park’s commitment to enter into Purchase Agreement. For additional
details on this financing arrangement, please refer to “Plan of Distribution” located elsewhere in this prospectus supplement. The sale of shares of our common stock pursuant to the Purchase Agreement will have a dilutive impact on our
existing stockholders. Lincoln Park may resell some or all of the shares we issue to it under the Purchase Agreement and such sales could cause the market price of our common stock to decline, which decline could be significant.
We do not currently intend to pay dividends on our common stock, and any return to investors is expected to come, if at all, only from potential increases
in the price of our common stock.
At the present time, we intend to use available funds to finance our operations. Accordingly, while payments of
dividends rests within the discretion of our board of directors, no cash dividends on our common shares have been declared or paid by us and we have no intention of paying any such dividends in the foreseeable future. Any return to investors is
expected to come, if at all, only from potential increases in the price of our common stock.
S-5
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated by reference in this prospectus contain forward-looking statements, within the meaning of
Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and is subject to the safe harbor created by that section. Such statements may
include, but are not limited to, projections of revenues, income or loss, capital expenditures, plans for product development and cooperative arrangements, future operations, financing needs or plans of MicroVision, as well as assumptions relating
to the foregoing. The words “anticipate,” “believe,” “estimate,” “expect,” “goal,” “may,” “plan,” “project,” “will,” and similar expressions identify
forward-looking statements, which speak only as of the date the statement was made.
These forward-looking statements may include those
relating to potential applications and features of MicroVision technology and involve a number of risks and uncertainties. Factors that could cause actual results to differ materially from those projected in the company’s forward-looking
statements include the following: our ability to raise additional capital when needed; products incorporating our PicoP display engine may not achieve market acceptance, commercial partners may not perform under agreements as anticipated, we may be
unsuccessful in identifying parties interested in paying any amounts or amounts we deem desirable for the purchase or license of IP assets, our or our customers’ failure to perform under open purchase orders; our financial and technical
resources relative to those of our competitors; our ability to keep up with rapid technological change; government regulation of our technologies; our ability to enforce our intellectual property rights and protect our proprietary technologies; the
ability to obtain additional contract awards; 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 our products; potential product liability claims; and other risk factors identified from time to time in the company’s SEC reports, including the company’s Annual Report on Form 10-K filed with the SEC. Except as expressly required
by federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changes in circumstances or any other reason.
S-6
USE OF PROCEEDS
The proceeds from this offering will vary depending on the number of shares that we offer, the offering price per share and the applicable
offering discount rate. We received $2,025,000 in the Initial Purchase and may receive up to an additional $15,000,000 over the term of the Purchase Agreement. We may sell fewer than all of the shares offered by this prospectus supplement, in which
case our net offering proceeds will be less, and we may raise less than the maximum $17,025,000 in gross offering proceeds permitted by this prospectus supplement.
We currently intend to use the net proceeds from the sale of securities offered by this prospectus supplement for general corporate purposes,
which may include, but are not limited to, working capital, capital expenditures, and acquisitions of other technologies. Pending the application of the net proceeds, we expect to invest the proceeds in investment-grade, interest-bearing instruments
or other securities.
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PLAN OF DISTRIBUTION
Pursuant to this prospectus supplement and the accompanying prospectus, we are offering up to $17,025,000 in shares of our common stock, as
well as 522,556 shares of common stock as Commitment Shares, that have been or may be issued by us directly to Lincoln Park under the Purchase Agreement. This prospectus supplement and the accompanying prospectus also cover the resale of these
shares by Lincoln Park to the public.
We entered into the Purchase Agreement with Lincoln Park on September 22, 2016. In consideration
for entering into the Purchase Agreement, we are issuing 522,556 shares of our common stock to Lincoln Park as Commitment Shares, all of which are covered by this prospectus supplement. The Purchase Agreement provides that, upon the terms and
subject to the conditions set forth therein, Lincoln Park is committed to purchase an aggregate of up to $17,025,000 of shares of our common stock (including the initial purchase of $2,025,000) over the 24-month term of the Purchase Agreement.
The Purchase Agreement provides that, from time-to-time over the term of the Purchase Agreement, on any trading day, and at our sole
discretion, we may require Lincoln Park to purchase up to 150,000 shares of our common stock (each such purchase, a “Regular Purchase”). Lincoln Park’s obligation for each Regular Purchase shall not exceed $1,000,000. The
purchase price for the Regular Purchase shall be equal to the lesser of (i) the lowest sale price of our common stock on the purchase date, or (ii) the average of the three lowest closing sale prices of our common stock during the ten trading days
prior to the purchase date. Upon the mutual agreement of the Company and Lincoln Park an increase in the frequency or amount of our shares of common stock can occur.
In addition to Regular Purchases and provided that the closing price of our common stock is not below $1.00 on the Purchase Date, the Company
in its sole discretion may direct Lincoln Park on each Purchase Date to purchase on the following trading day (“Accelerated Purchase Date”) up to the lesser of (i) three (3) times the number of shares purchased pursuant to such Regular
Purchase or (ii) 30% of the trading volume on the Accelerated Purchase Date at a purchase price equal to the lesser of (i) the closing sale price on the Accelerated Purchase Date, or (ii) 97% of the Accelerated Purchase Date’s volume weighted
average price. The Company and Lincoln Park may mutually agree to increase the amount of our common stock sold to the Investor on any Accelerated Purchase Date at the Accelerated Purchase Price.
The Purchase Agreement limits our sales of shares of common stock to Lincoln Park to the maximum number of shares of our common stock that we
may issue without breaching our obligations under applicable rules of the NASDAQ Capital Market or obtaining stockholder approval under such rules, or the Exchange Cap, unless the average price of all applicable sales of our common stock to Lincoln
Park exceed a “Base Price” (or $1.474, representing our closing consolidated bid price on September 22, 2016, plus an incremental amount to account for the issuance of the Commitment Shares) such that the sales to Lincoln Park are
considered to be at least “at market” under applicable NASDAQ rules.
The Purchase Agreement also prohibits us from directing
Lincoln Park to purchase any shares of common stock if those shares, when aggregated with all other shares of our common stock then beneficially owned by Lincoln Park and its affiliates, would result in Lincoln Park and its affiliates having
beneficial ownership, at any single point in time, of more than 9.99% of the then total outstanding shares of our common stock (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 thereunder).
Lincoln Park is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act. Lincoln Park has informed us that it
will use an unaffiliated broker-dealer to effectuate all sales, if any, of the common stock that it may purchase from us pursuant to the Purchase Agreement. Such sales will be made on the NASDAQ Global Market at prices and at terms then prevailing
or at prices related to the then current market price. Each such unaffiliated broker-dealer will be an underwriter within the meaning of Section 2(a)(11) of the Securities Act. Lincoln Park has informed us that each such broker-dealer will receive
commissions from Lincoln Park that will not exceed customary brokerage commissions.
We know of no existing arrangements between Lincoln
Park and any other stockholder, broker, dealer, underwriter, or agent relating to the sale or distribution of the shares offered by this Prospectus. At the time a particular offer of shares is made, a prospectus supplement, if required, will be
distributed that will set forth the names of any agents, underwriters, or dealers and any compensation from the selling stockholder, and any other required information.
We have entered into an agreement with Financial West Group (“FWG”), member FINRA/SIPC, a registered broker-dealer and FINRA member,
pursuant to which FWG agreed to act as the placement agent in connection with the Purchase Agreement with Lincoln Park. FWG will receive $15,000 as compensation in connection with its services, upon receipt of written confirmation from the Financial
Industry Regulatory Authority, Inc., or FINRA, to the effect that FINRA’s Corporate Finance Department has determined not to raise any objection with respect to the fairness or reasonableness of the terms of the Purchase Agreement or the
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transactions contemplated thereby. We also agreed to indemnify and hold harmless FWG against certain liabilities, including liabilities under the Securities Act. FWG has agreed to
assume all of its costs and expenses in connection with its engagement as placement agent. Following receipt of the $15,000 placement fee, FWG shall not be entitled to any additional compensation upon the closing of any subsequent stock sales
effected pursuant to the purchase agreement, and FWG shall not be deemed a “distribution participant” in connection with any subsequent sales of stock pursuant to this prospectus. We will pay all of the expenses incident to the
registration, offering, and sale of the shares to Lincoln Park. We have paid Lincoln Park $25,000 as reimbursement of its expenses in connection with entering into the Purchase Agreement, including its legal fees and due diligence expenses.
Lincoln Park represented to us that at no time prior to the date of the Purchase Agreement has Lincoln Park or its agents, representatives or
affiliates engaged in or effected, in any manner whatsoever, directly or indirectly, any short sale (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of our common stock or any hedging transaction. Lincoln Park agreed that
during the term of the Purchase Agreement, it, its agents, representatives or affiliates will not enter into or effect, directly or indirectly, any of the foregoing transactions.
We have advised Lincoln Park that it is required to comply with Regulation M promulgated under the Exchange Act. With certain exceptions,
Regulation M precludes the selling stockholder, any affiliated purchasers, and any broker-dealer or other person who participates in the distribution from bidding for or purchasing, or attempting to induce any person to bid for or purchase any
security which is the subject of the distribution until the entire distribution is complete. Regulation M also prohibits any bids or purchases made in order to stabilize the price of a security in connection with the distribution of that security.
All of the foregoing may affect the marketability of the shares offered by this prospectus supplement.
The transfer agent and registrar
for our common stock is American Stock Transfer and Trust Company, LLC.
Our common stock is listed on NASDAQ under the symbol
“MVIS.”
LEGAL MATTERS
Ropes & Gray LLP, Boston, Massachusetts, will pass upon the validity of the securities offered by this prospectus supplement.
EXPERTS
Our consolidated financial statements appearing in our Annual Report on Form 10-K for the year ended December 31, 2015, and the effectiveness
of our internal control over financial reporting as of December 31, 2015, have been audited by Moss Adams LLP, an independent registered public accounting firm, as stated in their report, which are incorporated by reference in this prospectus
supplement and elsewhere in the registration statement. Such consolidated financial statements have been so incorporated in reliance upon the report of such firm (which report expresses an unqualified opinion and includes an explanatory paragraph
regarding a going concern emphasis) given upon their authority as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly, and special reports, proxy statements, and other information with the SEC. These documents are on file with the SEC
under file number 001-34170. You may read and copy any document we file at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C., 20549. You can request copies of these documents by contacting the SEC and paying a fee for the
copying cost. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Our SEC filings are also available to the public from the SEC’s website at www.sec.gov.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
We file annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission, or the SEC.
These documents are on file with the SEC. You may read and copy any document we file at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. You can request copies of these documents by contacting the SEC and paying a
fee for the copying cost. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Our SEC filings are also available to the public from the SEC’s website at www.sec.gov.
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This prospectus supplement and the accompanying prospectus are part of a registration statement
on Form S-3, including amendments, relating to the common stock offered by this prospectus supplement and the accompanying prospectus, which have been filed with the SEC. This prospectus supplement and the accompanying prospectus do not contain all
of the information set forth in the registration statement and the exhibits and schedules thereto, certain parts of which are omitted in accordance with the rules and regulations of the SEC. Statements contained in this prospectus supplement and the
accompanying prospectus as to the contents of any contract or other document referred to are not necessarily complete and in each instance reference is made to the copy of that contract or other document filed as an exhibit to the registration
statement. For further information about us and the common stock offered by this prospectus supplement and the accompanying prospectus we refer you to the registration statement and the exhibits and schedules which may be obtained as described
above.
The SEC allows us to “incorporate by reference” the information contained in documents that we file with them, which
means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus supplement and the accompanying prospectus. Information in the
accompanying prospectus supersedes information incorporated by reference that we filed with the SEC before the date of the prospectus, and information in this prospectus supplement supersedes information incorporated by reference that we filed with
the SEC before the date of this prospectus supplement, while information that we file later with the SEC will automatically update and supersede the information in this prospectus supplement and the accompanying prospectus or incorporated by
reference. We incorporate by reference the documents listed below and any future filings we will make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the time that all securities covered by this prospectus
supplement have been sold; provided, however, that we are not incorporating any information furnished under any of Item 2.02 or Item 7.01 of any current report on Form 8-K:
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our Annual Report on Form 10-K for the fiscal year ended December 31, 2015;
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our Quarterly Reports on Form 10-Q for the quarter ended March 31, 2016 and for the quarter ended June 30, 2016;
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our Current Reports on Form 8-K filed on March 22, 2016, June 3, 2016 and September 22, 2016; and
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the description of our common stock set forth in Amendment No. 1 to our Registration Statement on Form SB-2 (Registration No. 333-5276-LA), including any amendment or report filed for the purpose of updating
such description, as incorporated by reference in our Registration Statement on Form 8-A (Registration No. 0-21221).
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We
will provide without charge to each person, including any beneficial owner, to whom this prospectus is delivered, upon written or oral request, a copy of any or all documents that are incorporated by reference into this prospectus, but not delivered
with the prospectus, other than exhibits to such documents unless such exhibits are specifically incorporated by reference into the documents that this prospectus incorporates. You should direct written requests to:
MicroVision, Inc.
6344 185th
Avenue NE, Suite 100
Redmond, Washington 98052,
Attention: Investor Relations, (425) 936-6847
You can also find these filings on our website at
www.microvision.com
. We are not incorporating the information on our website other
than these filings into this prospectus supplement.
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PROSPECTUS
$35,000,000
MicroVision, Inc.
Common Stock
Preferred
Stock
Warrants
We may sell
from time to time up to $35,000,000 of our common stock, preferred stock, or warrants in one or more transactions.
We will provide
specific terms of these securities and offerings in supplements to this prospectus. You should read this prospectus and any supplement carefully before you invest.
Our common stock is traded on The NASDAQ Global Market under the symbol “MVIS.” On June 20, 2016, the closing price of our
common stock on The NASDAQ Global Market was $1.85 per share.
The
securities offered in this prospectus involve a high degree of risk. You should carefully consider the information under the heading “Risk Factors” set forth herein on page 1 and in our filings made with the Securities and Exchange
Commission, which are incorporated by reference in this prospectus, in determining whether to purchase our securities.
Our executive
offices are located at 6244 185
th
Avenue NE, Suite 100, Redmond, Washington 98052, and our telephone number is (425) 936-6847.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of
this prospectus is June 22, 2016.
TABLE OF CONTENTS
FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated by reference in this prospectus contain forward-looking statements, within the meaning of
Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and is subject to the safe harbor created by that section. Such
statements may include, but are not limited to, projections of revenues, income or loss, capital expenditures, plans for product development and cooperative arrangements, future operations, financing needs or plans of MicroVision, as well as
assumptions relating to the foregoing. The words “anticipate,” “believe,” “estimate,” “expect,” “goal,” “may,” “plan,” “project,” “will,” and similar
expressions identify forward-looking statements, which speak only as of the date the statement was made.
These forward-looking statements
are not guarantees of future performance. Factors that could cause actual results to differ materially from those projected in our forward-looking statements include the following: our ability to obtain financing; market acceptance of our
technologies and products; our financial and technical resources relative to those of our competitors; our ability to keep up with rapid technological change; government regulation of our technologies; our ability to enforce our intellectual
property rights and protect our proprietary technologies; the ability to obtain additional contract awards and to develop partnership opportunities; the timing of commercial product launches; the ability to achieve key technical milestones in key
products; and other factors set forth in the section entitled “Risk Factors” below, and in the documents incorporated by reference into this prospectus. These factors are not intended to represent a complete list of the general or specific
factors that may affect us. It should be recognized that other factors, including general economic factors and business strategies, may be significant, now or in the future, and the factors set forth in this prospectus may affect us to a greater
extent than indicated. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements set forth in or incorporated into this prospectus. Except as required by
law, we undertake no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.
RISK FACTORS
You should carefully consider the specific risks set forth under the caption “Risk Factors” in our most recent annual report on Form
10-K and quarterly report on Form 10-Q, each as amended or supplemented, which are incorporated by reference in this prospectus, as the same may be amended, supplemented or superseded by our subsequent quarterly reports or other filings, including
filings after the date hereof, with the Securities and Exchange Commission under the Exchange Act. The risks and uncertainties we describe are not the only ones facing us. Additional risks not presently known to us or that we currently deem
immaterial may also impair our business operations. If any of these risks were to occur, our business, financial condition or results of operations would likely suffer. In that event, the trading price of our common stock could decline, and you
could lose all or part of your investment.
THE COMPANY
MicroVision, Inc. is a pioneer in laser beam scanning (LBS) technology that we market under our brand name PicoP
®
. We have developed our proprietary PicoP scanning technology that can be adopted by our customers to create high-resolution miniature projection and three-dimensional sensing and image capture
solutions that use laser diodes as the light source. Our PicoP scanning technology incorporates our patented expertise in two-dimensional Micro-Electrical Mechanical Systems (MEMS), lasers, optics, and electronics to create a small form factor
scanning engine with lower power needs than many other technologies that projects high-quality video and still image and/or uses depth sensing to capture three-dimensional data.
We have licensed our patented PicoP scanning technology to other companies for incorporation into their scanning engines for
projection. We sell our licensees key components needed to produce the laser scanning engines and/or license our technology to collect a royalty for each scanning engine they sell. Companies to whom
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we license our Pico scanning technology are typically original design manufacturers (ODMs) or original equipment manufacturers (OEMs) who are in the business of making component parts or products
ready for sale to end users. To date, we have primarily focused on the consumer electronics market, however, we believe that our technology creates a platform that can support multiple applications and markets including enterprise, medical,
industrial and automotive.
USE OF PROCEEDS
Unless otherwise indicated in the applicable prospectus supplement, we anticipate that the net proceeds from the sale of the securities
offered under this prospectus will be used for general corporate purposes, which may include, but are not limited to, working capital, capital expenditures, and acquisitions of other technologies. The prospectus supplement relating to specific sales
of our securities hereunder will set forth our intended use for the net proceeds we receive from the sales. Pending the application of the net proceeds, we expect to invest the proceeds in investment-grade, interest-bearing instruments or other
securities.
RATIO OF COMBINED FIXED CHARGES AND PREFERENCE DIVIDENDS
TO EARNINGS
As we have
incurred losses in each of the periods presented below, our earnings were inadequate to cover fixed charges and preference dividends, if any, by the following amounts (in thousands):
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THREE MONTHS ENDED
MARCH 31,
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FISCAL YEAR ENDED
DECEMBER 31,
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2016
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2011
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2012
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2013
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2014
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2015
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Additional earnings required to cover fixed charges
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$
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3,556
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$
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35,808
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$
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22,693
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$
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13,178
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$
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18,120
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$
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14,542
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Our deficiency of combined fixed charges and preference dividends to earnings for each of the periods referred
to above has been computed on a consolidated basis and should be read in conjunction with the consolidated financial statements, including the notes thereto, and other information set forth in the reports filed by us with the SEC. Please refer to
Exhibit 12.1 filed with the registration statement of which this prospectus constitutes a part for additional information regarding the ratio of earnings to cover fixed charges and preference dividends, if any.
DESCRIPTION OF CAPITAL STOCK
Our Certificate of Incorporation, as amended, authorizes us to issue 100,000,000 shares of common stock, $0.001 par value per share, and
25,000,000 shares of preferred stock, $0.001 par value per share. As of June 2, 2016, there were 51,654,573 shares of common stock, and no shares of preferred stock, outstanding.
Common Stock.
All outstanding common stock is, and any stock issued under this prospectus will be, fully paid and nonassessable.
Subject to the rights of the holders of our outstanding preferred stock, holders of common stock:
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are entitled to any dividends validly declared;
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will share ratably in our net assets in the event of a liquidation; and
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are entitled to one vote per share.
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The common stock has no conversion rights. Holders of
common stock have no preemption, subscription, redemption, or call rights related to those shares.
American Stock Transfer &
Trust Company is the transfer agent and registrar for our common stock.
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Preferred Stock.
The Board of Directors has the authority, without further action by the
shareholders, to issue shares of preferred stock in one or more series and to fix the rights, preferences, privileges and restrictions thereof, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation
preferences, sinking fund terms and the number of shares constituting any series or the designation of such series. The issuance of preferred stock could adversely affect the voting power of holders of our common stock and the likelihood that such
holders will receive dividend payments and payments upon liquidation may have the effect of delaying, deferring or preventing a change in control of MicroVision, which could depress the market price of our common stock. If we offer preferred stock,
the terms of that series of preferred stock will be set forth in the prospectus supplement relating to that series.
DESCRIPTION OF WARRANTS
We may issue warrants for the purchase of common stock, preferred stock, warrants or units of any
combination of the foregoing securities. Each series of warrants will be issued under a warrant agreement all as set forth in the prospectus supplement or term sheet relating to the warrants offered hereby. A copy of the form of warrant agreement,
including any form of warrant certificates representing the warrants, reflecting the provisions to be included in the warrant agreements and/or warrant certificates that will be entered into with respect to particular offerings of warrants, will be
filed as an exhibit to a Form 8-K to be incorporated into the registration statement of which this prospectus forms a part prior to the issuance of any warrants.
The applicable prospectus supplement or term sheet will describe the terms of the warrants offered thereby, any warrant agreement relating to
such warrants and the warrant certificates, including but not limited to the following:
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the offering price or prices;
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the aggregate amount of securities that may be purchased upon exercise of such warrants and minimum number of warrants that are exercisable;
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the number of securities, if any, with which such warrants are being offered and the number of such warrants being offered with each security;
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the date on and after which such warrants and the related securities, if any, will be transferable separately;
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the amount of securities purchasable upon exercise of each warrant and the price at which the securities may be purchased upon such exercise, and events or conditions under which the amount of securities may be subject
to adjustment;
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the date on which the right to exercise such warrants shall commence and the date on which such right shall expire;
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the circumstances, if any, which will cause the warrants to be deemed to be automatically exercised;
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any material risk factors, if any, relating to such warrants;
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the identity of any warrant agent; and
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any other terms of such warrants.
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Prior to the exercise of any warrants, holders of such
warrants will not have any rights of holders of the securities purchasable upon such exercise, including the right to receive payments of dividends, if any, on the securities purchasable upon such exercise, statutory appraisal rights or the right to
vote such underlying securities.
Prospective purchasers of warrants should be aware that material U.S. federal income tax, accounting and
other considerations may be applicable to instruments such as warrants.
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PLAN OF DISTRIBUTION
General.
We may sell the securities offered hereby directly to one or more purchasers, through agents, or through underwriters or
dealers designated from time to time. The distribution of securities may be effected from time to time in one or more transactions at a fixed price or prices (which may be changed from time to time), at market prices prevailing at the times of sale,
at prices related to these prevailing market prices or at negotiated prices. The applicable prospectus supplement will describe the terms of the offering of the securities, including:
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the terms of the securities to which such prospectus supplement relates;
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the name or names of any underwriters, if any;
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the purchase price of the securities and the proceeds we will receive from the sale;
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any underwriting discounts and other items constituting underwriters’ compensation; and
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any discounts or concessions allowed or reallowed or paid to dealers.
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Underwriters named in
the prospectus supplement, if any, are only underwriters of the securities offered with the prospectus supplement.
Sales Directly to
Purchasers.
We may enter into agreements directly with one or more purchasers. Such agreements may provide for the sale of securities at a fixed price, based on the market price of the securities or otherwise.
Use of Underwriters and Agents
. If underwriters are used in the sale of securities, they will acquire the securities for their own
accounts and may resell them from time to time in one or more transactions at a fixed public offering price or at varying prices determined at the time of sale. The securities may be offered to the public through underwriting syndicates represented
by managing underwriters or by underwriters without a syndicate. Subject to certain conditions, the underwriters will be obligated to purchase all the securities offered by the prospectus supplement. Any public offering price and any discounts or
concessions allowed or reallowed or paid to dealers may change from time to time.
Securities may be sold directly to or through agents
from time to time. Any agent involved in the offering and sale of securities will be named and any commissions paid to the agent will be described in the prospectus supplement. Unless the prospectus supplement states otherwise, any agent will act on
a best-efforts basis for the period of its appointment. Agents or underwriters may be authorized to solicit offers by certain types of institutional investors to purchase securities at the public offering price set forth in the prospectus supplement
pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future. The conditions to these contracts and the commissions paid for solicitation of these contracts will be described in the prospectus
supplement. We may engage in “at the market” offerings only of our common stock. An “at the market” offering is defined in Rule 415(a)(4) under the Securities Act of 1933, as amended, or the Securities Act, as an offering of
equity securities into an existing trading market for outstanding shares of the same class at other than a fixed price.
Deemed
Underwriters.
In connection with the sale of the securities offered with this prospectus, underwriters, dealers or agents may receive compensation from us or from purchasers of the securities for whom they may act as agents, in the form of
discounts, concessions or commissions. The underwriters, dealers or agents which participate in the distribution of the securities may be deemed to be underwriters under the Securities Act and any discounts or commissions received by them and any
profit on the resale of the securities received by them may be deemed to be underwriting discounts and commissions under the Securities Act. Anyone deemed to be an underwriter under the Securities Act may be subject to statutory liabilities,
including Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Exchange Act.
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Indemnification and Other Relationships
. We may provide agents and underwriters with
indemnification against certain civil liabilities, including liabilities under the Securities Act, or contribution with respect to payments that the agents or underwriters may make with respect to such liabilities. Agents and underwriters may engage
in transactions with, or perform services for, us in the ordinary course of business.
Listing of Securities.
Except as indicated
in the applicable prospectus supplement, the securities are not expected to be listed on a securities exchange or market, except for the common stock, which will be listed on The NASDAQ Global Market, and any underwriters or dealers will not be
obligated to make a market in securities. We cannot predict the activity or liquidity or any trading in the securities.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other information with
the SEC. You may read and copy any document we file at the SEC at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information. Our SEC filings are also available to the public from the SEC’s website
at http://www.sec.gov.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to “incorporate by reference” the information we file with them, which means that we can disclose important
information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus, and the information that we file later with the SEC will automatically update and supersede this
information. We incorporate by reference the documents listed below and any future filings we will make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the time that all securities covered by this prospectus have
been sold; provided, however, that we are not incorporating any information furnished under any of Item 2.02 or Item 7.01 (including exhibits furnished under Item 9.01 in connection with information furnished under Item 2.02 or
Item 7.01) of any current report on Form 8-K:
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Our annual report on Form 10-K for the year ended December 31, 2015, filed with the SEC on March 8, 2016;
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Our quarterly report on Form 10-Q for the quarter ended March 31, 2016, filed with the SEC on April 27, 2016;
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Our current reports on Form 8-K filed with the SEC on March 22, 2016 and June 3, 2016;
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Any other filings we make pursuant to the Exchange Act after the filing date of the initial registration statement and prior to effectiveness of the registration statement; and
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The description of our common stock set forth in Amendment No. 1 to our registration statement on Form SB-2 (Registration No. 333-5276-LA), including any amendment or report filed for the purpose of updating
such description, as incorporated by reference in our registration statement on Form 8-A (Registration No. 0-21221).
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You
may request a copy of these filings, at no cost, by writing or telephoning us at the following address:
MicroVision, Inc.
6244 185th Avenue NE, Suite 100
Redmond, Washington 98052
Attention: Investor Relations
(425) 936-6847
This
prospectus is part of a registration statement that we have filed with the SEC. You should rely only on the information or representations provided in this prospectus. We have not authorized anyone to provide you
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with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate
as of any date other than the date on the front of the document.
LEGAL MATTERS
For the purpose of this offering, Ropes & Gray LLP, Boston, Massachusetts, is giving its opinion on the validity of the securities
offered hereby.
EXPERTS
Our consolidated financial statements appearing in our Annual Report on Form 10-K for the year ended December 31, 2015, and the
effectiveness of our internal control over financial reporting as of December 31, 2015, have been audited by Moss Adams LLP, an independent registered public accounting firm, as stated in their reports, which are incorporated herein by
reference. Such consolidated financial statements have been so incorporated in reliance upon the report of such firm (which report expresses an unqualified opinion and includes an explanatory paragraph regarding a going concern emphasis) given upon
their authority as experts in accounting and auditing.
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Up to $17,025,000 of Common Stock and
522,556 Shares of Common Stock as Commitment Shares
PROSPECTUS
SUPPLEMENT
September 22, 2016
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