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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) June 1, 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
8.01. Other Events.
On
June 1, 2026, MicroVision, Inc., a Delaware corporation (the “Company” or “MicroVision”), issued a press release
announcing that it plans to seek approval for an amendment to the Company’s certificate of incorporation to provide MicroVison’s
Board of Directors with the right to effect a reverse stock split of the Company’s common stock, par value $0.01 per share, at
a ratio of not less than 1-for-5 or more than 1-for-15, with the exact ratio to be determined by the Board of Directors. The press release
is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
MicroVision’s
Board of Directors has set May 28, 2026 as the record date for shareholders entitled to vote at the Annual Meeting of Shareholders. The
time and other details regarding the Annual Meeting will be communicated to shareholders via preliminary and definitive proxy materials
which will be filed with, and will be subject to review by, the U.S. Securities and Exchange Commission (the “SEC”).
Solicitation
Material
This
communication may be deemed to be solicitation material in connection with the proposal to be submitted to MicroVision shareholders at
its Annual Meeting seeking approval of an amendment to the Company’s certificate of incorporation to effect a reverse stock split.
In connection with the proposal, MicroVision plans to file a preliminary proxy statement on Schedule 14A with the SEC. The Company expects
to file its definitive proxy material in due course. Shareholders are encouraged to read the preliminary proxy statement and all other
relevant documents filed with the SEC when they become available, including the definitive proxy statement, because they will contain
important information about the proposal. Shareholders may obtain a free copy of the proxy statement and other documents that the Company
files with the SEC at the SEC’s website (www.sec.gov) or from the Company by accessing information included on the Investor Relations
website (ir.microvision.com).
MicroVision
and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies in connection with
the proposal to be submitted to MicroVision’s shareholders at its 2026 Annual Meeting of Shareholders. Information about the directors
and executive officers of MicroVision is set forth in its Annual Report on Form 10-K filed with the SEC on March 4, 2026, as amended
(the “2025 Form 10-K”), under the heading “Directors, Executive Officers and Corporate Governance.” Investors
may obtain additional information regarding the interests of such participants by reading the 2025 Form 10-K, the preliminary proxy statement
and the definitive proxy statement, when it becomes available. MicroVision has also retained Saratoga Proxy Consulting LLC to assist
in the solicitation of proxies at an estimated cost of $10,000 plus expenses.
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 |
| |
99.1 |
|
Press Release of MicroVision, Inc. dated June 1, 2026 |
| |
104 |
|
Cover
Page Interactive File (the cover page tags are 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:
June 1, 2026
Exhibit 99.1
MicroVision
Files Preliminary Proxy Statement
Redmond,
WA - June 1, 2026 - MicroVision, Inc., (Nasdaq: MVIS), a leader in advanced perception solutions, today announced its filing
of a preliminary proxy statement in connection with the Company’s 2026 Annual Meeting of Shareholders to be held virtually on Friday,
July 10, 2026, at 9:00 am PT. The preliminary proxy statement provides detailed proposals to be voted on at the Annual Meeting, including
a proposal to provide the Board of Directors the right to effect a reverse stock split.
“Since
stepping into the CEO role at MicroVision just eight months ago, we have been steadily and rapidly progressing along our path to achieve
commercial success, having deepened our technical expertise, expanded our product portfolio, sharpened our go-to-market plan, and accelerated
commercial engagement and traction,” said Glen DeVos, CEO of MicroVision. “In order to effectively and quickly execute on
our strategic commercial and operational goals, MicroVision must have the right capital structure to offer a compelling investment opportunity
to a wide range of investors.”
“The
reverse stock split proposal is intended to support long-term shareholder value by preserving our listing on Nasdaq, supporting capital
flexibility, and achieving a stock price that will appeal to stable, value-enhancing capital,” said Robert Carlile, Chairman of
the Board of MicroVision. “On behalf of the entire Board, I would like to convey our appreciation of the continued support of the
Company’s shareholders, as well as our confidence in the leadership team to diligently and expeditiously execute our strategic
plan to build value for MicroVision and its shareholders.”
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/.
Solicitation
Material
This
communication may be deemed to be solicitation material in connection with the proposal to be submitted to MicroVision’s shareholders
at its 2026 Annual Meeting of Shareholders seeking approval of an amendment to the certificate of incorporation to provide the Board
of Directors with the right to effect a reverse stock split. In connection with the proposal, MicroVision plans to file a preliminary
proxy statement on Schedule 14A with the SEC. The Company expects to file its definitive proxy material in due course. Shareholders are
encouraged to read the preliminary proxy statement and all other relevant documents filed with the SEC when they become available, including
the definitive proxy statement, because they will contain important information about the proposal. Shareholders may obtain a free copy
of the proxy statement and other documents that the Company files with the SEC at the SEC’s website (www.sec.gov) or from the Company
by accessing information included on the Investor Relations website (ir.microvision.com).
Forward-Looking
Statements
Certain
statements contained in this release, including proposals and annual meeting outcomes; Nasdaq compliance and continued listing; market
position, expectations, and likelihood of success; opportunities for customer engagement and revenue; market position; product portfolio;
and access to capital and capital-raising opportunities 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 its ability to operate with limited cash
or to raise additional capital when needed; market acceptance of its technologies and products or for products incorporating its technologies;
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.
MicroVision
Investor Relations Contact
Jeff
Christensen
Darrow
Associates Investor Relations
MVIS@darrowir.com
MicroVision
Media Contact
Heidi
Davidson
heidi@galvanizeworldwide.com
(914)
441-6862
