[8-K] MICROVISION, INC. Reports Material Event
Rhea-AI Filing Summary
MicroVision, Inc. entered into a financing deal with an institutional investor, issuing senior secured convertible notes with an aggregate principal amount of
The structure combines an exchange of an existing 2026 secured convertible note into an approximately
Conversions are limited by a Beneficial Ownership Limitation initially set at
Positive
- None.
Negative
- None.
Insights
MicroVision refinances and raises capital with $43M secured convertible notes due 2028.
MicroVision has combined a refinancing and new funding by issuing senior secured convertible notes with
The notes are zero-coupon, rank senior to all other current and future debt, and are secured by first-priority liens on bank and securities accounts. Key investor protections include a minimum liquidity covenant tied to the greater of
Equity-linked terms feature an initial conversion price of
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 of 15(d)
of the Securities Exchange Act of 1934
Date
of report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State
or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S.
Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
(Registrant’s telephone number, include area code)
N/A
(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 | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in 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 1.01. |
Entry into a Material Definitive Agreement. |
On February 23, 2026, MicroVision, Inc. (the “Company”) entered into a Securities Purchase and Exchange Agreement (the “Purchase Agreement”) for the exchange of senior secured convertible notes due 2026 for senior secured convertible notes due 2028 (the “Exchanged Note”) and the purchase of senior secured convertible notes due 2028 (the “New Note” and together with the Exchanged Note, the “Convertible Notes”) with an institutional investor (the “Holder”). The aggregate principal amount for the Convertible Notes is $43 million (the “Principal Amount”). The Convertible Notes bear zero coupon and mature on March 1, 2028. The Convertible Notes rank senior to all outstanding and future indebtedness of the Company and its subsidiaries, and are secured by a first priority perfected security interest in all bank and securities accounts, now owned and later created or acquired, of the Company and its subsidiaries. The transactions pursuant to the Purchase Agreement were completed and the Convertible Notes were issued on February 23, 2026.
The Holder will have the option to partially redeem the Convertible Notes (a “Partial Redemption Payment”) on the date of issuance of the Convertible Notes and on the first day of each month beginning April 1, 2026 and ending on March 1, 2028.
The Convertible Notes will be optionally convertible by the Holder, subject to certain limitations as described below. If the Holder elects to convert the Convertible Notes (including with respect to the Principal Amount underlying the Partial Redemption Payments), the initial conversion price will be an amount equal to $0.8819, which is equal to one hundred ten percent (110%) of the last reported sale price on February 23, 2026, subject to customary anti-dilution adjustments.
If the issuance of Common Stock pursuant to the Convertible Notes requires approval by the Company’s stockholders to satisfy Nasdaq Listing Rule 5635(d)(2), until the requisite stockholder approval is obtained, in no event will the number of shares of Common Stock issuable upon conversion or otherwise pursuant to the Convertible Notes, including (for the avoidance of doubt) any portion constituting a Partial Redemption Payment exceed 61,315,970 shares in the aggregate.
The conversion of the Convertible Notes is subject to certain conditions, including that the shares are freely tradeable, the Holder is not in possession of material non-public information, no pending, proposed or intended fundamental change of the Company has occurred that has not been abandoned, terminated or consummated, the Holder remains within the Beneficial Ownership Limitation (as defined below), no event of default has occurred that has not been waived and no default has occurred and is continuing which has not been waived.
Subject to certain conditions, the Company can require the Holder to convert the Convertible Notes (a “Forced Conversion”) at any time if, for the immediately preceding 20 consecutive VWAP Trading Days (as defined in the Convertible Notes), the stock price has closed above $2.00 per share of Common Stock on The Nasdaq Stock Market and certain conditions are satisfied on each of the 20 consecutive VWAP Trading Days. The conversion rate for a Forced Conversion will be the same as the conversion rate which would then be applicable for an optional conversion by the Holder.
The Convertible Notes may not be converted into shares of Common Stock if such conversion would result in the Holder and its affiliates beneficially owning an aggregate of in excess of 4.99% of the then-outstanding shares of Common Stock, provided that upon 61 days’ notice, such ownership limitation may be adjusted by the Holder, but in any case, to no greater than 9.99% (the “Beneficial Ownership Limitation”).
The Convertible Notes provide for certain events of default, such as the Company failing to make timely payments under the Convertible Notes and failing to timely comply with the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Purchase Agreement and Convertible Notes also contain customary affirmative and negative covenants, including limitations on incurring additional indebtedness, the creation of additional liens on the Company’s assets, and entering into investments, as well as a minimum liquidity requirement of the greater of $21.5 million and one hundred ten percent (110%) of the then-outstanding aggregate Principal Amount of all Convertible Notes then-outstanding, and a cash burn requirement (on the last calendar date of each calendar month beginning with the calendar month ending February 28, 2026 (each, a “Cash Burn Measurement Date”), the Company’s Available Cash (as defined in the Convertible Notes) on the Cash Burn Measurement Date shall be greater than or equal to (i) the Company’s cash and cash equivalents on the Cash Burn Reference Date (as defined in the Convertible Notes), less (ii) $25 million).
Pursuant to the Purchase Agreement, the Company has agreed to prepare and file with the U.S. Securities and Exchange Commission (the “SEC”) within the earlier of (i) 15 days after the Company files pro forma and audited historical financial statements in connection with its acquisition of certain assets from Luminar Technologies, Inc. (“Luminar”) pursuant to that certain Asset Purchase Agreement, dated January 26, 2026 by and between the Company and Luminar and (ii) 75 days following the Closing Date with respect to the Convertible Notes (as defined in the Purchase Agreement), a registration statement covering the resale of the shares of Common Stock issuable upon exercise of the Convertible Notes, and to use commercially reasonable efforts to cause such registration statement to be declared effective under the Securities Act of 1933, as amended (the “Securities Act”), as soon as practicable, and in any event within 30 days of filing the registration statement (or 60 days if reviewed and commented on by the SEC). Additionally, the Company has agreed to prepare and file a proxy statement with the SEC to seek stockholder approval at its next annual meeting of stockholders following the Closing Date (but in any event prior to June 30, 2026) to obtain the Requisite Stockholder Approval (as defined in the Convertible Notes) contemplated by Nasdaq Listing Rule 5635(d).
The description of the Purchase Agreement and Convertible Notes above is not complete and is qualified in its entirety by the full text of the Purchase Agreement and the form of Convertible Notes, filed herewith as Exhibits 10.1 and 10.2, respectively, which are incorporated by reference herein.
| Item 1.02. | Termination of a Material Definitive Agreement. |
The information disclosed in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet. |
The information disclosed in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 3.02. | Unregistered Sales of Equity Securities. |
The information disclosed in Item 1.01 of this Current Report on Form 8-K regarding the Purchase Agreement, the issuance of the Convertible Notes, and the underlying shares of Common Stock is incorporated herein by reference. The Convertible Notes and underlying shares of Common Stock have not been registered under the Securities Act, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The Company is relying on the private placement exemption from registration provided by Section 4(a)(2) of the Securities Act and by Rule 506 of Regulation D, and similar exemptions under applicable state laws. Pursuant to that certain Engagement Letter between the Company and WestPark Capital, Inc. as placement agent, the placement agent shall receive cash fee of $426,500 in the transactions pursuant to the Purchase Agreement.
| Item 7.01. | Regulation FD Disclosure. |
On February 24, 2026, the Company issued a press release announcing the Purchase Agreement and Convertible Notes described in Item 1.01. A copy of the press release is filed as Exhibits 99.1 and is incorporated herein by reference. The information in Exhibit 99.1 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| Exhibit 10.1* | Securities Purchase and Exchange Agreement. | |
| Exhibit 10.2 | Form of Senior Secured Convertible Note. | |
| Exhibit 99.1 | Press Release, dated February 24, 2026. | |
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
*Certain schedules to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish a copy of all omitted schedules to the SEC upon its request. Portions of this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally an unredacted copy of the Exhibits to the SEC upon its request.
SIGNATURES
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. | ||
| Date: February 24, 2026 | By: | /s/ Drew G. Markham |
| Drew G. Markham | ||
| Senior Vice President, General Counsel and Secretary | ||
Exhibit 99.1
MicroVision Enhances Financial Position to Accelerate Benefits of Acquisitions
REDMOND, Wash., Feb. 24, 2026 -- MicroVision, Inc. (NASDAQ: MVIS), a technology pioneer delivering advanced perception solutions in autonomy and mobility, today announced that it had enhanced its financial position by issuing senior secured convertible notes in the aggregate principal amount of $43.0 million, which defer existing repayment obligations and fortify the Company’s balance sheet, thus supporting acceleration of acquisition synergies.
“We were pleased to work with our financial partner, High Trail Capital, to secure new capital and defer existing debt repayment requirements, both of which strengthen our financial position at this pivotal time for the Company,” said Glen DeVos, MicroVision’s Chief Executive Officer. “As we integrate the assets and operations that we recently acquired from Luminar Technologies and Scantinel Photonics, this new capital helps us work more quickly to accelerate the benefits that we expect to realize from these highly strategic acquisitions.”
Continued DeVos, “As we advance engagement with MicroVision customers and rebuild commercial relationships stemming from the acquired businesses, we must secure production capacity and accelerate product deliveries. The strength of our financial position is a critical factor in support of these efforts. We appreciate High Trail Capital’s financial support and confidence in MicroVision’s future.”
WestPark Capital, Inc. acted as exclusive placement agent for the transaction.
Key Terms of the Financing
On February 23, 2026, the Company entered into a Securities Purchase and Exchange Agreement with High Trail Capital for the exchange of a previously existing senior secured convertible note due 2026 (the “Prior Note”) for an approximately $20.6 million new senior secured convertible note due March 2028 (the “Exchanged Note”), thereby deferring the Company’s note repayment obligations under the Prior Note, and the purchase of an approximately $22.4 million senior secured convertible note due March 2028 (together with the Exchanged Note, the “Notes”). The Notes are redeemable in cash or, subject to certain conditions, shares of the Company’s common stock, bear zero coupon, and mature on March 1, 2028.
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.
Additional information, including the full terms of the financing transaction, is available in the Current Report on Form 8-K filed by MicroVision with the U.S. Securities and Exchange Commission.
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/.
MicroVision, MAVIN, MOVIA, and MOSAIK 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 expected benefits of the financing transaction, acquisition benefits, customer engagement, production and product deliveries 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 its 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
Marketing@MicroVision.com
Filing Exhibits & Attachments
13 documentsPress Releases
Agreements & Contracts
