Item 1.01. Entry into a Material Definitive Agreement.
On June 16, 2014, MicroVision, Inc. (the "Company") entered into an
At-the-Market Issuance Sales Agreement (the "Sales Agreement") with Meyers
Associates, L.P. (doing business as Brinson Patrick, a division of Meyers
Associates, L.P.) ("Brinson Patrick") pursuant to which the Company may sell, at
its option, up to an aggregate of $4.5 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 Company's previously
filed and currently effective Registration Statement on Form S-3 (File
No. 333-192864). 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 Company's 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
Company's Registration Statement on Form S-3 (File No. 333-192864), 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 7.01. Regulation FD Disclosure.
On June 17, 2014, the Company issued the press release attached as Exhibit 99.1
to this Current Report on Form 8-K, announcing its entry into the Sales
The information in this Item 7.01 and Exhibit 99.1 is being "furnished" pursuant
to Item 7.01 and shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
incorporated by reference into those filings of the Company that provide for the
incorporation of all reports and documents filed by the Company under the
Item 9.01. Financial Statements and Exhibits.
1.1 At-the-Market Issuance Sales Agreement, dated June 16, 2014, by and
between the Company and Meyers Associates, L.P. (doing business as Brinson
Patrick, a division of Meyers Associates, L.P.).
5.1 Opinion of Ropes & Gray LLP
23.1 Consent of Ropes & Gray LLP (included in Exhibit 5.1)
99.1 Press release dated June 17, 2014