Current Report Filing (8-k)
May 04 2017 - 9:02AM
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): May 1, 2017
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
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(Address of Principal Executive Offices) (Zip Code)
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Registrants telephone number, including area code: (425)
936-6847
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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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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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 May 1, 2017, MicroVision, Inc. (the Company) entered into an
At-the-Market
Issuance Sales Agreement (the Sales Agreement) with IFS Securities, Inc. (doing business as Brinson Patrick, a division of IFS Securities,
Inc.) (Brinson Patrick) pursuant to which the Company may sell, at its option, up to an aggregate of $5 million in shares of its common stock through Brinson Patrick, as sales agent. Sales of the common stock made pursuant to the
Sales Agreement, if any, will be made under the Companys previously filed and currently effective Registration Statement on Form
S-3
(the Registration Statement). Prior to any sales under the
Sales Agreement, the Company will deliver a placement notice to Brinson Patrick 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, Brinson Patrick 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. Brinson Patrick 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 Brinson
Patrick a commission equal to up to 3% of the gross proceeds from the sale of shares of the Companys common stock under the Sales Agreement, if any. Pursuant to the terms of the Sales Agreement, the Company also provided Brinson Patrick with
customary indemnification rights. The offering of common stock pursuant to the Sales Agreement will terminate upon the earlier of (a) the sale of all of the common stock subject to the Sales Agreement and (b) the termination of the Sales
Agreement by the Company or Brinson Patrick. Either party may terminate the agreement in its sole discretion at any time upon written notice to the other party.
In order to furnish certain exhibits for incorporation by reference into the Registration Statement, the Company is filing the Sales Agreement and an opinion
the Company received from its counsel regarding the validity of the shares to be sold pursuant to the Sales Agreement. The foregoing description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to
such exhibit.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits
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1.1
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At-the-Market
Issuance Sales Agreement, dated May 1, 2017, by and between the Company and IFS Securities, Inc. (doing business as Brinson Patrick,
a division of IFS Securities, Inc.)
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5.1
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Opinion of Ropes & Gray LLP
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23.1
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Consent of Ropes & Gray LLP (included in Exhibit 5.1)
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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
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Vice President, General Counsel & Secretary
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Date: May 4, 2017
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