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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): July 21, 2026
MicroVision,
Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-34170 |
|
91-1600822 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
18390
NE 68th Street
Redmond,
Washington 98052
(Address
of principal executive offices) (Zip code)
(425)
936-6847
Registrant’s
telephone number, including area code
Not
Applicable
(Former
name or former address if changed since last report)
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:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
symbol(s) |
|
Name
of each exchange on which registered |
| Common
stock, par value $0.001 per share |
|
MVIS |
|
The
NASDAQ Stock Market |
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
3.03. Material Modification to Rights of Security Holders.
On
July 10, 2026 at the Company’s annual meeting of shareholders (the “Annual Meeting”), the shareholders of MicroVision,
Inc. (the “Company”) approved an amendment (the “Certificate of Amendment”) to the Company’s Amended and
Restated Certificate of Incorporation (the “Certificate of Incorporation”) to (i) effect a reverse stock split (the “Reverse
Stock Split”) of the Company’s common stock, par value $.001 per share (“Common Stock”), at a ratio of 1-for-15,
with every fifteen shares of issued and outstanding Common Stock being combined into one share of Common Stock, and (ii) simultaneously
reduce the total authorized number of shares of the Company’s capital stock to 175,000,000 shares, consisting of (a) 150,000,000
shares of Common Stock and (b) 25,000,000 shares of preferred stock, $.001 par value.
Following
approval of the Reverse Stock Split by the Company’s shareholders, the Board of Directors determined that the Reverse Stock Split
is in the best interests of the Company and its shareholders and approved a ratio of 1-for-15. The Company filed the Certificate of Amendment
with the Secretary of State of the State of Delaware on July 22, 2026 to effect the Reverse Stock Split and reduce the number of authorized
shares of capital stock. The Reverse Stock Split will become effective at 5:00 p.m. Eastern Time on August 1, 2026 (the “Effective
Time”).
At
the Effective Time, every fifteen shares of issued and outstanding Common Stock will be automatically combined into one share of Common
Stock, without any change in the par value per share. No fractional shares will be issued in connection with the Reverse Stock Split.
Shareholders of record who would otherwise be entitled to receive a fractional share will have their fractional share rounded up to the
nearest whole share. Proportionate adjustments will be made to the number of shares of Common Stock issuable upon the exercise or conversion
of the Company’s outstanding stock options, warrants, and convertible notes, as well as the exercise or conversion prices thereof,
and to the number of shares reserved for issuance under the Company’s equity plans.
The
Common Stock is expected to begin trading on a split-adjusted basis on The Nasdaq Stock Market at market open on August 3, 2026, under
the Company’s existing trading symbol “MVIS” with a new CUSIP number of 594960403. Additional information regarding
the Reverse Stock Split can be found in the Company’s definitive proxy statement for the Annual Meeting, filed with the Securities
and Exchange Commission on June 11, 2026.
As
previously disclosed in our Current Report on Form 8-K filed on June 12, 2026, the Company applied to transfer its listing to The Nasdaq
Capital Market, and our transfer to The Nasdaq Capital Market became effective as of July 20, 2026.
A
copy of the Company’s press release announcing the Reverse Stock Split is attached as Exhibit 99.1 to this Current Report on Form
8-K and is incorporated herein by reference.
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
July 22, 2026, the Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware to effect the Reverse
Stock Split and reduce the total number of shares of capital stock that the Company shall have the authority to issue, as described in
Item 3.03. above.
The
Certificate of Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(c)
Exhibits.
Pursuant
to the rules and regulations of the SEC, the attached exhibit is deemed to have been furnished to, but not filed with, the SEC.
| Exhibit
No. |
|
Description |
| 3.1 |
|
Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, dated July 22, 2026 |
| 99.1 |
|
Press Release of MicroVision, Inc., dated July 22, 2026 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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.
| |
MICROVISION,
INC. |
| |
|
|
| |
By: |
/s/
Drew G. Markham |
| |
|
Drew
G. Markham |
| |
|
Senior
Vice President, General Counsel and Secretary |
| |
|
|
| Dated:
July 22, 2026 |
|
|
Exhibit 99.1
MicroVision
Announces Reverse Split of Common Stock to Support Continued Nasdaq Listing and Long-Term Growth Strategy
Reverse
stock split intended to maintain Nasdaq compliance while supporting execution of the company’s commercial growth strategy
REDMOND,
Wash. – July 22, 2026 – MicroVision, Inc. (NASDAQ: MVIS), a leader in advanced perception solutions for industrial,
security and defense, and automotive applications, today announced that its Board of Directors has approved a reverse stock split of
the company’s outstanding common stock at a ratio of 1-for-15, following authorization by shareholders at the company’s Annual
Meeting of Shareholders held July 10, 2026.
The
reverse stock split will become effective on August 1, 2026, and MicroVision’s common stock will begin trading on a split-adjusted
basis on the Nasdaq Capital Market at the opening of trading on August 3, 2026 under the existing ticker symbol “MVIS.”
“The
reverse stock split is a strategic step that supports our continued Nasdaq listing while allowing us to remain focused on executing our
commercial strategy and creating long-term shareholder value,” said Glen DeVos, Chief Executive Officer of MicroVision. “Over
the past year, we have transformed MicroVision into a diversified perception company with a significantly expanded technology portfolio,
growing commercial engagement across industrial, security and defense, and automotive markets, and strengthened capabilities through
strategic acquisitions. Our priorities remain unchanged: converting customer opportunities into revenue, expanding software-driven perception
solutions, and building a business positioned for sustainable long-term growth.”
The
reverse stock split is intended to increase the per-share trading price of MicroVision’s common stock to satisfy the minimum bid
price requirement for continued listing on the Nasdaq Capital Market.
As
a result of the reverse stock split, every 15 shares of MicroVision common stock issued and outstanding will automatically be combined
into one share of common stock. The reverse stock split will reduce the number of outstanding shares proportionally, while the number
of authorized shares of common stock will be reduced from 510 million to 150 million. Fractional shares will not be issued. Shareholders
who would be entitled to receive fractional shares will instead be entitled to the rounding up of their fractional share to the nearest
whole share.
The
reverse stock split will affect all shareholders uniformly and will not alter any shareholder’s proportional ownership interest
in the company, except for adjustments resulting from the treatment of fractional shares. The reverse stock split will also proportionately
adjust the number of shares underlying the company’s outstanding equity awards, warrants, and other equity-based securities, as
well as the applicable exercise or conversion prices.
Equiniti
is serving as the exchange agent for the reverse stock split. Shareholders holding shares electronically or in book-entry form do not
need to take any action. Shareholders holding certificated shares will receive instructions from Equiniti regarding the exchange of their
stock certificates. Additional information regarding the reverse stock split can be found in MicroVision’s definitive proxy statement
filed with the Securities and Exchange Commission on June 11, 2026.
About
MicroVision
MicroVision
is defining the next generation of lidar-based perception solutions for automotive, industrial, and security & defense markets. As
the industry moves beyond proof of concept toward value, deployment, and commercialization, MicroVision delivers integrated hardware
and software solutions designed for real-world performance, automotive-grade reliability, and economic scalability. With engineering
centers in the U.S. and Germany, MicroVision leads the industry in depth and breadth of its portfolio, with both short- and long-range
lidar solutions, featuring solid-state sensors with varying wavelengths, advanced sensor architectures, design-to-cost engineering, and
open software solutions.
For
more information, visit the Company’s website at www.microvision.com, on Facebook at www.facebook.com/microvisioninc,
and LinkedIn at https://www.linkedin.com/company/microvision/.
Investor
Relations Contact
Jeff
Christensen
Darrow
Associates Investor Relations
MVIS@darrowir.com
Media
Contact
Heidi
Davidson - For MicroVision
heidi@galvanizeworldwide.com
(914)
441-6862
Forward-Looking
Statements
This
press release contains forward-looking statements that are made pursuant to the safe harbor provisions of the federal securities laws,
including statements regarding the expected benefits of the reverse stock split, Nasdaq listing compliance, commercial opportunities,
customer programs, revenue growth, future business performance, long-term shareholder value, and statements containing the words “may,”
“believes,” “expects,” “intends,” “plans,” “will,” “establish,”
“potential,” and similar expressions are intended to identify forward-looking statements. These forward-looking statements
are subject to risks and uncertainties that could cause actual results to differ materially. These risks and uncertainties include, among
others, the factors described under the Risk Factors section of our most recent Annual Report on Form 10-K filed with the Securities
and Exchange Commission and available on our website at www.microvision.com. MicroVision cautions investors not to place considerable
reliance on the forward-looking statements contained in this release. These statements speak only as of the date of this press release,
and MicroVision undertakes no obligation to update or revise the statements, other than to the extent required by law. All forward-looking
statements are expressly qualified in their entirety by this cautionary statement.
