MicroVision (NASDAQ: MVIS) adds 5-year warrants in cash raise
Rhea-AI Filing Summary
MicroVision, Inc. completed a registered public offering of 6,800,000 shares of common stock together with warrants to purchase 6,800,000 shares. The securities were sold as units at a combined offering price of $2.50 per share and accompanying warrant, generating gross proceeds of $17.0 million and net proceeds of approximately $15.6 million after fees and expenses, excluding any future warrant exercises.
The warrants are immediately exercisable at $2.50 per share and remain exercisable for five years from closing. WestPark Capital, Inc. acted as sole placement agent on a reasonable best efforts basis, receiving a 6.5% cash commission and $115,000 in expense reimbursement. MicroVision plans to use the net proceeds for general corporate purposes, including working capital and capital expenditures.
For 45 days after closing, the company agreed not to issue additional common equity or price-reset securities (with limited exceptions), and not to make additional repayments on its senior secured convertible notes maturing March 1, 2028.
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8-K Event Classification
Key Figures
Key Terms
confidentially marketed public offering financial
reasonable best efforts basis financial
pre-funded warrant financial
senior secured convertible notes financial
Form S-3 regulatory
FAQ
What did MicroVision (MVIS) announce in its August 2026 8-K filing?
How much capital did MicroVision (MVIS) raise and at what price per unit?
What are the key terms of the warrants issued by MicroVision (MVIS) in this offering?
How is MicroVision (MVIS) planning to use the net proceeds from this offering?
What fees did WestPark Capital receive as placement agent in the MicroVision (MVIS) deal?
Did MicroVision (MVIS) agree to any restrictions following this equity offering?
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE
OF REPORT (DATE OF EARLIEST EVENT REPORTED):
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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 | ||
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
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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 1.01 Entry into a Material Definitive Agreement.
On August 14, 2026, MicroVision, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with the purchasers listed on the signature pages thereto (the “Purchasers”), in connection with the Company’s offer of an aggregate of 6,800,000 shares (the “Shares”) of its common stock, par value $0.001 per share (the “Common Stock”), together with accompanying warrants to purchase 6,800,000 shares of Common Stock (the “Warrants” and, together with the Shares, the “Securities”) to the Purchasers and other investors who purchased Securities pursuant to the prospectus registering such Securities (the “Offering”). The Securities were sold at a combined offering price of $2.50 per Share and accompanying Warrant.
The Warrants have an exercise price of $2.50 per share, are exercisable immediately, and are exercisable for a period of five years from the closing of the Offering.
WestPark Capital, Inc. (“WestPark”) acted as the Company’s placement agent in connection with the Offering. The Offering was conducted as a confidentially marketed public offering on a reasonable best efforts basis by WestPark, acting as sole placement agent for the Company pursuant to a Placement Agency Agreement, dated August 14, 2026 (the “Placement Agency Agreement”). In connection with acting as placement agent, WestPark received a commission equal to a cash fee of 6.5% of the aggregate gross proceeds raised from the sale of the Securities sold in the Offering, and the Company reimbursed WestPark for $115,000 of its expenses incurred in connection with the Offering.
The net proceeds to the Company from the Offering are approximately $15.6 million after deducting placement fees and other estimated offering expenses payable by the Company and excluding the proceeds received from the exercise of Warrants, if any. The Company intends to use the net proceeds from the Offering for general corporate purposes, which may include, but are not limited to, working capital and capital expenditures.
The Offering is being made pursuant to the Company’s registration statement on Form S-3 (File No. 333-297430), initially filed with the Securities and Exchange Commission (“SEC”) on July 13, 2026 and declared effective by the SEC on July 15, 2026, a preliminary prospectus supplement relating to the Offering filed with the SEC on August 14, 2026, and a final prospectus supplement relating to the Offering filed with the SEC on August 17, 2026.
The Offering closed on August 17, 2026.
The Purchase Agreement and the Placement Agency Agreement contain customary representations, warranties and covenants by the Company, customary conditions to closing, indemnification obligations of the Company, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties, and covenants contained in the Purchase Agreement and the Placement Agency Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by such parties.
In addition, subject to certain exceptions, we have agreed, (i) for a period of 45 days following the date of the closing of this Offering, not to, and to cause our subsidiaries not to, issue, enter into any agreement to issue or announce the issuance or proposed issuance of any common stock or any securities that are convertible into, or exchangeable or exercisable for, common stock, nor file any registration statement or amendment or supplement thereto, other than this prospectus supplement or certain registration statements, (ii) for a period of 45 days following the date of the closing of this Offering, issue any securities that are subject to a price reset based on the trading prices of our common stock or upon a specified or contingent event in the future, or enter into any agreement to issue securities at a future determined price and (iii) for a period of 45 days following the date of the closing of this Offering, not to make any additional repayments on any outstanding amount of the Company’s currently outstanding senior secured convertible notes maturing on March 1, 2028.
The Placement Agency Agreement, form of Warrant and Purchase Agreement are filed as Exhibits 1.1, 4.1 and 10.1 respectively, to this Current Report on Form 8-K (this “Current Report”). The foregoing descriptions of the terms of the Placement Agency Agreement, form of Warrant and Purchase Agreement do not purport to be complete and are qualified in their entirety by reference to the exhibits. A copy of the opinion of Ropes & Gray LLP relating to the legality of the issuance and sale of the Securities, and the shares of Common Stock issuable upon exercise of the Warrants, is filed as Exhibit 5.1 to this Current Report.
Item 8.01 Other Events.
On August 13, 2026, the Company issued a press release announcing the launch of the Offering. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report and is incorporated herein by reference.
On August 14, 2026, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is attached hereto as Exhibit 99.2 to this Current Report and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number |
Description | |
| 1.1 | Placement Agency Agreement, dated August 14, 2026, by and between MicroVision, Inc. and WestPark Capital, Inc. | |
| 4.1 | Form of Warrant | |
| 5.1 | Opinion of Ropes & Gray LLP | |
| 10.1* | Form of Securities Purchase Agreement, dated as of August 14, 2026, by and among the Company and the purchasers on the signature pages thereto | |
| 23.1 | Consent of Ropes & Gray LLP (contained in Exhibit 5.1) | |
| 99.1 | Press Release (Launch), dated August 13, 2026 | |
| 99.2 | Press Release (Pricing), dated August 14, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Certain of the schedules (and similar attachments) to this exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K under the Securities Act of 1933, as amended, because they do not contain information material to an investment or voting decision and that information is not otherwise disclosed in the exhibit or disclosure document. The Company agrees to furnish a copy of all omitted schedules (or similar attachments) to the SEC upon its request.
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: August 17, 2026 | ||
Exhibit 99.1
MicroVision Announces Launch of Proposed Public Offering
REDMOND, Wash., Aug. 13, 2026 – MicroVision, Inc. (NASDAQ: MVIS) (“MicroVision” or “Company”), a leader in advanced perception solutions for industrial, security and defense, and automotive applications, today announced that it has commenced a public offering, subject to market and other conditions, to offer and sell units, consisting of (i) one share of common stock (or pre-funded warrant in lieu thereof) and (ii) one warrant to purchase one share of common stock. All of the shares of common stock, pre-funded warrants and accompanying warrants are being offered by MicroVision.
The final terms of the offering will depend on market and other conditions at the time of pricing, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.
WestPark Capital, Inc. is acting as exclusive placement agent for the offering on a reasonable best-efforts basis. MicroVision expects to use the net proceeds from the offering for general corporate purposes, including working capital and capital expenditures.
The securities described above are being offered pursuant to a registration statement on Form S-3 (File No. 333-297430), which was declared effective by the Securities and Exchange Commission (the “SEC”) on July 15, 2026. The offering is being made only by means of a prospectus which is a part of the effective registration statement. A preliminary prospectus related to the offering will be filed with the SEC on August 13, 2026. Copies of the preliminary prospectus supplement and accompanying prospectus, when available, will be filed with the SEC and may be obtained from WestPark Capital, Inc., 1800 Century Park East, Suite 220, Los Angeles, California 90067. Electronic copies of the preliminary prospectus supplement and accompanying prospectus will also be available on the website of the SEC at http://www.sec.gov.
Disclosures
This press release shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
About MicroVision
MicroVision is defining the next generation of lidar-based perception solutions for industrial, security & defense, and automotive 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.
MicroVision, MOSAIK, MOVIA, IRIS, and SENTINEL are trademarks of MicroVision, Inc. in the United States and other countries. All other trademarks are the properties of their respective owners.
Forward-Looking Statements
Certain statements contained in this release, including statements relating to conducting the offering, the competition of the offering or use of proceeds, the ability to satisfy closing conditions related to the offering and the overall timing and completion of such closing, and expectations for increases or decreases in expenses and are forward-looking statements that involve a number of risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Factors that could cause actual results to differ materially from those projected in such forward-looking statements include the risk of MicroVision’s ability to operate with limited cash or to raise additional capital when needed; market acceptance of its technologies and products; the failure of its commercial partners to perform as expected under its agreements; its financial and technical resources relative to those of its competitors; its ability to keep up with rapid technological change; government regulation of its technologies; its ability to enforce its intellectual property rights and protect its proprietary technologies; the ability to obtain customers and develop partnership opportunities; the timing of commercial product launches and delays in product development; the ability to achieve key technical milestones in key products; dependence on third parties to develop, manufacture, sell and market its products; potential product liability claims; its ability to maintain its listing on The Nasdaq Stock Market, and other risk factors identified from time to time in the Company’s SEC reports, including the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other reports filed with the SEC. These factors are not intended to represent a complete list of the general or specific factors that may affect the Company. It should be recognized that other factors, including general economic factors and business strategies, may be significant, now or in the future, and the factors set forth in this release may affect the Company to a greater extent than indicated. Except as expressly required by federal securities laws, the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changes in circumstances or any other reason.
Investor Relations Contact
Jeff Christensen
Darrow Associates Investor Relations
MVIS@darrowir.com
Media Contact
Heidi Davidson - For MicroVision
heidi@galvanizeworldwide.com
(914) 441-6862
Exhibit 99.2
MicroVision Announces Pricing of $17.0 Million Public Offering
REDMOND, Wash., Aug. 14, 2026 – MicroVision, Inc. (NASDAQ: MVIS) (“MicroVision” or “Company”), a leader in advanced perception solutions for industrial, security and defense, and automotive applications, today announced the pricing of its public offering of an aggregate of 6,800,000 units, at a public offering price of $2.50 per unit, consisting of (i) one share of common stock and (ii) one warrant to purchase one share of common stock, immediately exercisable at a price of $2.50 per share and expiring five years from the date of issuance.
The gross proceeds from the offering, before deducting the placement agent’s fees and other offering expenses, are expected to be approximately $17.0 million. MicroVision expects to use the net proceeds from the offering for general corporate purposes, including working capital and capital expenditures.
WestPark Capital, Inc. is acting as exclusive placement agent for the offering. The offering is expected to close on or around August 17, 2026.
The securities described above are being offered pursuant to a registration statement on Form S-3 (File No. 333-297430), which was declared effective by the Securities and Exchange Commission (the “SEC”) on July 15, 2026. The offering is being made only by means of a prospectus which is a part of the effective registration statement. A preliminary prospectus related to the offering has been filed with the SEC. Copies of the final prospectus, when available, will be filed with the SEC and may be obtained from WestPark Capital, Inc., 1800 Century Park East, Suite 220, Los Angeles, California 90067. Electronic copies of the preliminary prospectus supplement and accompanying prospectus will also be available on the website of the SEC at http://www.sec.gov.
Disclosures
This press release shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
About MicroVision
MicroVision is defining the next generation of lidar-based perception solutions for industrial, security & defense, and automotive 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.
MicroVision, MOSAIK, MOVIA, IRIS, and SENTINEL are trademarks of MicroVision, Inc. in the United States and other countries. All other trademarks are the properties of their respective owners.
Forward-Looking Statements
Certain statements contained in this release, including statements relating to conducting the offering, the competition of the offering or use of proceeds, the ability to satisfy closing conditions related to the offering and the overall timing and completion of such closing, and expectations for increases or decreases in expenses and are forward-looking statements that involve a number of risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Factors that could cause actual results to differ materially from those projected in such forward-looking statements include the risk of MicroVision’s ability to operate with limited cash or to raise additional capital when needed; market acceptance of its technologies and products; the failure of its commercial partners to perform as expected under its agreements; its financial and technical resources relative to those of its competitors; its ability to keep up with rapid technological change; government regulation of its technologies; its ability to enforce its intellectual property rights and protect its proprietary technologies; the ability to obtain customers and develop partnership opportunities; the timing of commercial product launches and delays in product development; the ability to achieve key technical milestones in key products; dependence on third parties to develop, manufacture, sell and market its products; potential product liability claims; its ability to maintain its listing on The Nasdaq Stock Market, and other risk factors identified from time to time in the Company’s SEC reports, including the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other reports filed with the SEC. These factors are not intended to represent a complete list of the general or specific factors that may affect the Company. It should be recognized that other factors, including general economic factors and business strategies, may be significant, now or in the future, and the factors set forth in this release may affect the Company to a greater extent than indicated. Except as expressly required by federal securities laws, the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changes in circumstances or any other reason.
Investor Relations Contact
Jeff Christensen
Darrow Associates Investor Relations
MVIS@darrowir.com
Media Contact
Heidi Davidson - For MicroVision
heidi@galvanizeworldwide.com
(914) 441-6862