As filed with the Securities and Exchange Commission on November 1, 2018
Registration
No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
MICROVISION, INC.
(Exact name of registrant as specified in its charter)
|
|
|
Delaware
|
|
91-1600822
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification Number)
|
6244 185
th
Avenue NE, Suite 100
Redmond, WA 98052
(425)
936-6847
(Address, including zip code, and telephone number, including area code of
registrants principal executive offices)
David J.
Westgor
Vice President, General Counsel, and Secretary
MicroVision, Inc.
6244
185
th
Avenue NE, Suite 100
Redmond, Washington 98052
(425)
936-6847
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Please send copies of all communications to:
Joel F. Freedman
Ropes & Gray LLP
Prudential Tower
800
Boylston Street
Boston, MA 02199
(617)
951-7000
Approximate date of
commencement of proposed sale to the public:
From time to time after the effectiveness of the registration statement.
If the only securities
being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment
plans, check the following box: ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under
the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration
statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or
additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated
filer, accelerated filer, smaller reporting company and emerging growth company in Rule
12b-2
of the Exchange Act.
|
|
|
|
|
|
|
Large accelerated filer
|
|
☐
|
|
Accelerated filer
|
|
☒
|
|
|
|
|
Non-accelerated filer
|
|
☐
|
|
Smaller reporting company
|
|
☒
|
|
|
|
|
|
|
|
|
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 7(a)(2)(B) of Securities Act. ☐
CALCULATION
OF REGISTRATION FEE
|
|
|
|
|
|
|
|
|
|
Title of each class of
securities to be registered
|
|
Amount
to be
Registered (1)(2)
|
|
Proposed
Maximum
Offering Price (1)(2)
|
|
Proposed
Maximum
Aggregate
Offering Price (1)(2)
|
|
Amount of
Registration Fee (3)
|
Common Stock; Preferred Stock; Warrants (4)(5)
|
|
$60,000,000
|
|
|
|
$60,000,000
|
|
$7,272 (6)
|
|
|
(1)
|
There are being registered under this registration statement such indeterminate number of shares of Common
Stock, Preferred Stock and Warrants to purchase shares of Common Stock and of Preferred Stock of the Registrant as shall have an aggregate offering price not to exceed $60,000,000. Any securities registered under this registration statement may be
sold separately or as units with other securities registered under this registration statement. The proposed maximum offering prices per security or unit will be determined, from time to time, by the Registrant in connection with the issuance of the
securities registered under this registration statement.
|
(2)
|
Not specified with respect to each class of securities to be registered pursuant to General Instruction II.D.
of Form
S-3
under the Securities Act.
|
(3)
|
Calculated pursuant to Rule 457(o) under the Securities Act.
|
(4)
|
Including such indeterminate number of shares of Preferred Stock as may from time to time be issued (i) at
indeterminate prices or (ii) upon conversion or exercise of Warrants registered hereunder, to the extent any such Warrants are, by their terms, convertible into or exercisable for Preferred Stock, respectively.
|
(5)
|
Including such indeterminate number of shares of Common Stock as may from time to time be issued (i) at
indeterminate prices or (ii) upon conversion or exercise of Preferred Stock or Warrants registered hereunder, to the extent any of such Warrants or shares of Preferred Stock are, by their terms, convertible into or exercisable for Common Stock,
respectively.
|
(6)
|
The Registrant previously paid a registration fee of $7,470 in connection with a withdrawn registration
statement on Form
S-3
originally filed with the Securities and Exchange Commission on November 17, 2017 (File
No. 333-221647)
(the Withdrawn
S-3).
The Withdrawn
S-3
was not declared effective and no securities were sold thereunder. Pursuant to Rule 457(p) under the Securities Act, the Registrant hereby
offsets the full registration fee previously paid in connection with the Withdrawn
S-3
against the full registration fee that is currently due in connection with this filing.
|
The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Securities and Exchange Commission, acting pursuant to said section 8(a), may determine.