| Item 1.01. |
Entry into a Material Definitive Agreement.
|
On December 1, 2022 (the “Signing Date”), MicroVision GmbH, a
company organized under the laws of The Federal Republic of Germany
and wholly owned subsidiary of MicroVision, Inc., (together,
“MicroVision” or the “Company”) entered into an Asset Purchase
Agreement (the “Asset Purchase Agreement”) with Ibeo Automotive
Systems GmbH, a company organized under the laws of The Federal
Republic of Germany (“Ibeo”), pursuant to which MicroVision has
agreed to acquire from Ibeo certain assets related to Ibeo’s lidar
sensor business.
As described in greater detail in the Asset Purchase Agreement,
Ibeo is a leading developer of lidar hardware and perception
software, having launched a lidar sensor into serial production
with a Tier 1 automotive supplier and innovated OEM-qualified software, with products
currently in the market. On September 28, 2022, Ibeo filed a
petition for the preliminary opening of self-administration
insolvency proceedings over its assets. On December 1, 2022,
self-administration insolvency proceedings were opened by the
competent insolvency court, and the Ibeo creditors’ committee and
the court-appointed insolvency custodian consented to the Asset
Purchase Agreement and implementation of the transactions
contemplated therein.
Pursuant to the terms and subject to the conditions set forth in
the Asset Purchase Agreement, the purchase price MicroVision will
pay to Ibeo upon the closing of the transactions contemplated by
the Asset Purchase Agreement (the “Closing,” and the date on which
the Closing occurs, the “Closing Date”) in consideration for the
identified assets is EUR 15,000,000 (the “Purchase Price”), subject
to potential reduction on the terms set forth in the Asset Purchase
Agreement. MicroVision has also agreed to advance operating funds
to Ibeo during the pre-Closing period on the terms and
subject to the conditions set forth in the Asset Purchase
Agreement. MicroVision expects to fund the acquisition with current
cash on hand.
Pursuant to the terms of the Asset Purchase Agreement, and as
described in further detail therein, EUR 3,000,000 will be withheld
from the Purchase Price and held in escrow for a maximum period of
13 months post-Closing as partial security for potential claims
arising out of or in connection with the Asset Purchase
Agreement.
MicroVision’s and Ibeo’s obligations to complete the transactions
are subject to customary closing conditions concerning transactions
out of insolvency, including receipt of regulatory clearance from
the Federal Ministry for Economic Affairs and Climate Action.
MicroVision or Ibeo may rescind the Asset Purchase Agreement if the
closing has not occurred within six months of the Signing Date.
The foregoing summary of the Asset Purchase Agreement and the
transactions contemplated thereby does not purport to be complete
and is subject to, and qualified in its entirety by, the full text
of the Asset Purchase Agreement, a copy of which will be filed as
an exhibit to the Company’s 2022 Annual Report on Form 10-K.
| Item 7.01. |
Regulation FD Disclosure.
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On December 1, 2022, MicroVision issued a press release
announcing entry into the Asset Purchase Agreement. A copy of the
press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
| Item 9.01. |
Financial Statements and Exhibits.
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(c) Exhibits.
Pursuant to the rules and regulations of the Securities and
Exchange Commission (“SEC”), the attached exhibit is deemed to have
been furnished to, but not filed with, the SEC.