Fellow MicroVision Shareholders,
We continue to work diligently to explore strategic options with interested parties including the potential sale or merger of the Company, with the help of
our financial advisor, Craig-Hallum Capital Group LLC. In order for the Company to have the right tools it needs to pursue strategic options to increase shareholder value we are asking shareholders to authorize additional shares of common stock. We
have scheduled a Special Meeting of Shareholders for October 8, 2020, for the specific purpose of authorizing such additional shares. I write to you today asking you to vote YES on the proposals in this Proxy Statement.
The benefits and risks of the proposal to approve the increase in authorized shares, (Proposal 1), are outlined in this Proxy Statement, which I encourage you
to read. However, I want to point out a few key reasons why I believe your vote to approve Proposal 1 is important and how the proposal is designed to provide the Company with the flexibility it needs to increase its ability to pursue strategic
options to increase shareholder value and is in your best interest as shareholders.
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A strategic transaction may take time to negotiate and close. We believe we have cash to fund operations until
the end of this year. If such transaction cannot be negotiated and closed before the end of this year, the Company will have used most or all of its current cash balance, and we would be unable to raise additional cash through the sale of common
stock without shareholder approval. If that happens, the Company would likely have to significantly curtail operations and perhaps even file for bankruptcy.
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At this time the Company does not have shares available to sell to an investor that may be interested in a
strategic investment without shareholder approval. If an attractive strategic investment were to be proposed, the Company would not be able to consider the proposal unless the proposed increase in authorized shares is approved.
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The ability to raise additional capital, if needed, may strengthen the Companys negotiating position as it
pursues strategic alternatives.
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Without an increase in the number of authorized shares, the Company will be severely restricted in its ability to
raise needed capital for continued operations.
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The Board of Directors and I strongly believe that it is in the best interest of the
Company and its shareholders to increase the authorized number of shares of the Companys common stock by 60,000,000 to a total of 210,000,000 shares.
Please note that the approval to increase the number of authorized shares does not mean the shares will be issued, only that they are available if needed.
In May 2020 ISS and Glass Lewis, who are respected institutional advisory companies, recommended approval of a similar proposal for an increase of
100,000,000 additional shares of common stock. In order to pass, the proposal required approval of a majority of the outstanding shares of common stock, and while a majority of shares represented at the meeting voted in favor of approving the
increase, the total votes in favor fell just short of a majority of the outstanding shares of our common stock required for approval under our certificate of incorporation. We believe that the request for 60,000,000 additional shares is adequate to
enable the Company to continue its operations through the consummation of any strategic transaction we negotiate in the future.
I believe that approval
of this proposal is in the best interest of our shareholders and want the Company to have the ability and flexibility to maximize its value.
Your Vote is Important to MicroVisions Success
Whether you own relatively few or a large number of shares of MicroVision stock, your vote is important. Also, it is important to note Proposal 1 requires
approval by the holders of a majority of our outstanding common stock, and not voting is the same as a vote against the proposal. Your vote is extremely important regardless of the number of shares you own.
The Company needs your support by voting FOR the Proxy Proposals
If you have any questions or need assistance voting your shares, please contact the firm assisting us with the solicitation of proxies:
Saratoga Proxy Consulting LLC, at (212) 257-1311 or (888)
368-0379 or
info@saratogaproxy.com
Thank you for your continuing support and for voting.
Sumit Sharma
Chief Executive
Officer