UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549




FORM 10-Q



[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 20192020

OR

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________to _________

Commission file number    001-34170

MicroVision, Inc.
(Exact name of registrant as specified in its charter)

 
Delaware
91-1600822
  (State or Other Jurisdiction of Incorporation or Organization) 
(I.R.S. Employer Identification Number)

6244 185th Avenue NE, Suite 100
Redmond, Washington    98052
(Address of Principal Executive Offices, including Zip Code)

(425) 936-6847
(Registrant's Telephone Number, including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name of Each Exchange on Which Registered

Common Stock, $0.001 par value per share

MVIS

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file reports), and (2) has been subject to such filing requirements for the past 90 days. YES   x        NO   ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YES   x        NO   ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer   ¨

Accelerated filer   x¨

Non-accelerated filer   ¨x

Smaller reporting company   x

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.   ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES   ¨        NO   x

The number of shares of the registrant's common stock outstanding as of April 22, 2019May 6, 2020 was 103,522,820.142,552,628.



TABLE OF CONTENTS

Part I: Financial InformationPART I. FINANCIAL INFORMATION

 

Item 1. Financial Statements (unaudited)

Page

      Condensed Consolidated Balance Sheets as of March 31, 20192020 and December 31, 20182019

2

      Condensed Consolidated Statements of Operations for the three months ended March 31, 20192020 and 20182019

3

      Condensed Consolidated Statements of Shareholders' Equity (Deficit) for the three months ended March 31, 20192020 and 20182019

4

      Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 20192020 and 20182019

5

      Notes to Condensed Consolidated Financial Statements

6

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

14

Item 3. Quantitative and Qualitative Disclosures About Market Risk

1819

Item 4. Controls and Procedures

19

  

Part II: Other InformationPART II. OTHER INFORMATION

 

Item 1. Legal Proceedings

19

Item 1A. Risk Factors

19

Item 6. Exhibits

2627

Signatures

2728

1


PART II.

ITEM 1. FINANCIAL STATEMENTS

MicroVision, Inc.
Condensed Consolidated Balance Sheets
(In thousands, except per share data)
(Unaudited)

 March 31, December 31, March 31, December 31,
 2019 2018 2020 2019
Assets  
Current assets  
Cash and cash equivalents  $6,979  $13,766  $2,325  $5,837 
Accounts receivable, net of allowances of $0 and $0, respectively 274  476  552  1,079 
Costs and estimated earnings in excess of billings on uncompleted contracts 1,199  987   
Inventory 1,062  1,109   192 
Other current assets 1,091  1,311  413  729 
Total current assets 10,605  17,649  3,290  7,837 
  
Property and equipment, net 2,675  2,993  1,733  1,849 
Operating lease right-of-use asset 1,559   1,221  1,308 
Restricted cash 435  435  435  435 
Intangible assets, net 457  486  207  221 
Other assets 1,470  1,470  18  186 
Total assets $17,201  $23,033  $6,904  $11,836 
  
Liabilities and shareholders' equity (deficit)  
Current liabilities  
Accounts payable $2,003  $2,411  $2,113  $1,871 
Accrued liabilities 5,092  5,602  837  2,045 
Billings on uncompleted contracts in excess of related costs  
Deferred revenue 15  21 
Contract liabilities 9,271  9,755 
Other current liabilities 10,095  10,154  42  83 
Current portion of operating lease liability 642   661  656 
Current portion of finance lease obligations 22  21  23  25 
Total current liabilities 17,859  18,188  12,962  14,456 
  
Operating lease liability, net of current portion 1,746   1,211  1,348 
Finance lease obligations, net of current portion 28  33   
Deferred rent, net of current portion  695 
Total liabilities 19,633  18,916  14,178  15,813 
  
Commitments and contingencies (Note 9)  
  
Shareholders' equity (deficit)  
Preferred stock, par value $0.001; 25,000 shares authorized; zero and  
zero shares issued and outstanding    
Common stock, par value $0.001; 150,000 shares authorized;  
102,105 and 100,105 shares issued and outstanding at March 31,  
2019 and December 31, 2018, respectively 102  100 
130,878 and 125,803 shares issued and outstanding at March 31,  
2020 and December 31, 2019, respectively 131  126 
Additional paid-in capital 551,650  550,133  570,128  568,496 
Accumulated deficit (554,184) (546,116) (577,533) (572,599)
Total shareholders' equity (deficit) (2,432) 4,117  (7,274) (3,977)
Total liabilities and shareholders' equity (deficit) $17,201  $23,033  $6,904  $11,836 

The accompanying notes are an integral part of these financial statements.

2


MicroVision, Inc.
Condensed Consolidated Statements of Operations
(In thousands, except per share data)
(Unaudited)

 Three Months Ended Three Months Ended
 March 31, March 31,
 2019 2018 2020 2019
    
Product revenue $199  $ $1,247  $199 
License and royalty revenue  11  212  
Contract revenue 1,652  2,177  10  1,652 
Total revenue 1,851  2,188  1,469  1,851 
  
Cost of product revenue 288  238  1,395  288 
Cost of contract revenue 955  1,635   955 
Total cost of revenue 1,243  1,873  1,399  1,243 
  
Gross profit 608  315  70  608 
  
Research and development expense 5,973  4,828  3,683  5,973 
Sales, marketing, general and administrative expense 2,699  2,607  1,771  2,699 
Gain on disposal of fixed assets (450) 
Total operating expenses 8,672  7,435  5,004  8,672 
  
Loss from operations (8,064) (7,120) (4,934) (8,064)
  
Other expenses, net (4) (12)  (4)
  
Net loss $(8,068) $(7,132) $(4,934) $(8,068)
  
Net loss per share - basic and diluted $(0.08) $(0.09) $(0.04) $(0.08)
  
Weighted-average shares outstanding - basic and diluted 101,971  78,610  127,214  101,971 

The accompanying notes are an integral part of these financial statements.

3


MicroVision, Inc.
Condensed Consolidated Statements of Shareholders' Equity (Deficit)
(In thousands)
(Unaudited)

 Common Stock Additional Total Common Stock Additional Total
  Par paid-in Accumulated shareholders'  Par paid-in Accumulated shareholders'
 Shares value capital deficit equity (deficit)
Balance at January 1, 2018 78,597  $79  $528,873  $(524,086) $4,866 
Adoption of ASC 606, Revenue from Contracts with Customers    5,220  5,220 
Share-based compensation expense 16   332   332 
Net loss    (7,132) (7,132)
Balance at March 31, 2018 78,613  $79  $529,205  $(525,998) $3,286 
  Shares value capital deficit equity (deficit)
Balance at January 1, 2019 100,105  $100  $550,133  $(546,116) $4,117  100,105  $100  $550,133  $(546,116) $4,117 
Share-based compensation expense   351   351    351   351 
Sales of common stock 2,000   1,166   1,168  2,000   1,166   1,168 
Net loss    (8,068) (8,068)    (8,068) (8,068)
Balance at March 31, 2019 102,105  $102  $551,650  $(554,184) $(2,432) 102,105  $102  $551,650  $(554,184) $(2,432)
 
Balance at January 1, 2020 125,803  $126  $568,496  $(572,599) $(3,977)
Share-based compensation expense   156   156 
Sales of common stock 5,075   1,476   1,481 
Net loss    (4,934) (4,934)
Balance at March 31, 2020 130,878  $131  $570,128  $(577,533) $(7,274)

The accompanying notes are an integral part of these financial statements.

4


MicroVision, Inc.
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)

 Three Months Ended Three Months Ended
 March 31, March 31,
 2019 2018 2020 2019
Cash flows from operating activities  
Net loss $(8,068) $(7,132) $(4,934) $(8,068)
 
Adjustments to reconcile net loss to net cash used in operations:  
Depreciation and amortization 552  448  246  552 
Gain on disposal of fixed assets (450) 
Share-based compensation expense 351  320  189  351 
Inventory write-downs   168  
Other non-cash adjustments  (10)
 
Change in:  
Accounts receivable, net 202  (2,487) 527  202 
Costs and estimated earnings in excess of billings on uncompleted contracts (212) 422   (212)
Inventory 47  18  24  47 
Other current and non-current assets 220  (702) 451  220 
Accounts payable (193) (1,010) 242  (193)
Accrued liabilities (332) 755  (1,208) (332)
Deferred revenue (6) 
Billings on uncompleted contracts in excess of related costs  (1)  
Other current liabilities (59) (39)
Contract liabilities and other current liabilities (525) (59)
Operating lease liabilities (160)  (161) (160)
Other long-term liabilities  (142)
Net cash used in operating activities (7,647) (9,556) (5,437) (7,647)
  
Cash flows from investing activities  
Proceeds on sale of property and equipment 525  
Purchases of property and equipment (313) (182) (75) (313)
Net cash used in investing activities (313) (182)
Net cash provided by (used in) investing activities 450  (313)
  
Cash flows from financing activities  
Principal payments under finance leases (4)  (6) (4)
Net proceeds from issuance of common stock 1,177   1,481  1,177 
Net cash provided by financing activities 1,173   1,475  1,173 
  
Change in cash, cash equivalents, and restricted cash (6,787) (9,738) (3,512) (6,787)
Cash, cash equivalents, and restricted cash at beginning of period 14,201  17,401  6,272  14,201 
Cash, cash equivalents, and restricted cash at end of period $7,414  $7,663  $2,760  $7,414 
  
Supplemental schedule of non-cash investing and financing activities  
Non-cash additions to property and equipment $221  $101  $37  $221 
  
The following table provides a reconciliation of the cash, cash equivalents, and restricted cash balances as of The following table provides a reconciliation of the cash, cash equivalents, and restricted cash balances as of
March 31, 2019 and December 31, 2018: 
March 31, 2020 and December 31, 2019: 
 March 31, December 31, March 31, December 31,
 2019 2018 2020 2019
Cash and cash equivalents $6,979  $13,766  $2,325  $5,837 
Restricted cash 435  435  435  435 
Cash, cash equivalents, and restricted cash $7,414  $14,201  $2,760  $6,272 

The accompanying notes are an integral part of these financial statements.

5


MicroVision, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)

1. MANAGEMENT'S STATEMENT

The Condensed Consolidated Balance Sheets as of March 31, 2019,2020, the Condensed Consolidated Statements of Operations and Condensed Consolidated Statements of Shareholders' Equity (Deficit) for the three months ended March 31, 2020 and 2019, and 2018, and Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 20192020 and 2018,2019, have been prepared by MicroVision, Inc. ("we" or "our") and have not been audited. In the opinion of management, all adjustments necessary to state fairly the financial position at March 31, 20192020 and the results of operations and cash flows for all periods presented have been made and consist of normal recurring adjustments. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules of the Securities and Exchange Commission (SEC). The year-end condensed balance sheet data was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America. You should read these condensed consolidated financial statements in conjunction with the financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018.2019. The results of operations for the three months ended March 31, 20192020 are not necessarily indicative of the operating results that may be attained for the entire fiscal year.

We have incurred significant losses since inception. In February 2020, we were informed by an original equipment manufacturer (OEM) that products using our interactive display module will not be launched in 2020 as we planned. Since we do not have orders from an OEM for 2020 delivery, we reduced our headcount by approximately 60% and focused our attention on licensing our module products and related technology to other companies. We are also exploring licensing of technology and designs and other strategic alternatives, including a potential sale or merger of the Company.

We have funded our operations to date primarily through the sale of common stock, convertible preferred stock, warrants, the issuance of convertible debt and, to a lesser extent, from development contract revenues, product sales and licensing activities. At March 31, 2019,2020, we had $7.0$2.3 million in cash and cash equivalents.

Based on our current operating plan that includes expected proceeds from a development contract signed in April 2017 with a major technology company, expected proceeds of $2.0 million from the April 2019 registered direct offering, and without additionalanticipated future proceeds from the sale of shares under our existing Purchase Agreement with Lincoln Park Capital Fund, LLC ("Lincoln Park"), and the funds received in April 2020 pursuant to the loan under the Paycheck Protection Program of the 2020 CARES Act, we anticipate that we have sufficient cash and cash equivalents to fund our operations through July 2019. Our receiptthe fourth quarter of proceeds under our April 2017 development contract is subject to our completion of certain milestones, and we can provide no assurance that such milestones will be completed.2020. We will require additional capital to fund our operating plan past that time. We plan to seek to obtain additional capital through the issuance of equity or debt securities, product sales and/or licensing activities. There can be no assurance that additional capital will be available to us or, if available, will be available on terms acceptable to us or on a timely basis. If adequate capital resources are not available on a timely basis, we intend to consider limiting our operations substantially. This limitation of operations could include reducing investments in our production capacities, research and development projects, staff, operating costs, and capital expenditures.

We are introducing new technology and products into an emerging market which creates significant uncertainty about our ability to accurately project revenue, costs and cash flows. Our capital requirements will depend on many factors, including, but not limited to, the commercial success of our laser beam scanning (LBS) engines,modules, the rate at which original equipment manufacturers (OEMs) or original design manufacturers (ODMs) introduce products incorporating our PicoP® scanning technology and the market acceptance and competitive position of such products. If revenues are less than we anticipate, if we fail to meet milestones for future payments or have to repay amounts already received under our April 2017 development contract, if the mix of revenues and the associated margins vary from anticipated amounts or if expenses exceed the amounts budgeted, we may require additional capital earlier than expected to fund our operations. In addition, our operating plan provides for the development of strategic relationships with suppliers of components and systems and equipment manufacturers that may require additional investments by us.

These factors raise substantial doubt regarding our ability to continue as a going concern. Our unaudited consolidated financial statements have been prepared assuming we will continue as a going concern and do not include any adjustments that might be necessary should we be unable to continue as a going concern.

6


2. NET LOSS PER SHARE

Basic net loss per share is calculated using the weighted-average number of common shares outstanding during the period. Net loss per share, assuming dilution, is calculated using the weighted-average number of common shares outstanding and the dilutive effect of all potentially dilutive securities, including common stock equivalents and convertible securities. Net loss per share, assuming dilution, is equal to basic net loss per share because the effect of dilutive securities outstanding during the period, including options and warrants computed using the treasury stock method, is anti-dilutive.

6


The components of basic and diluted net loss per share were as follows (in thousands, except loss per share data):

 Three Months Ended Three Months Ended
 March 31, March 31,
 2019 2018 2020 2019
Numerator:  
Net loss available for common shareholders - basic and diluted $(8,068) $(7,132) $(4,934) $(8,068)
  
Denominator:  
Weighted-average common shares outstanding - basic and diluted  101,971  78,610  127,214  101,971 
  
Net loss per share - basic and diluted  $(0.08) $(0.09) $(0.04) $(0.08)

For the three months ended March 31, 20192020 and 2018,2019, we excluded the following securities from net loss per share as the effect of including them would have been anti-dilutive: options outstanding and warrants exercisable into a total of 4,494,0004,616,000 and 6,946,0004,494,000 shares of common stock, respectively, and 1,149,0001,185,000 and 185,0001,149,000 nonvested restricted stock units, respectively.

3. LONG-TERM CONTRACTS

In May 2018, we signed a five-year license agreement with a customer granting them exclusive license to our LBS technology for display-only applications. As part of the agreement, we received a first payment of $5.0 million in June 2018 and the second payment of $5.0 million in October 2018. The contract includes requirements that must be met in order to maintain exclusivity. If this customer acquires a customer, we expect orders for component sales. We may also receive payments for non-recurring engineering expenses associated with process and product transfer and qualification milestones. During the year ended December 31, 2018 we completed the performance obligations required by the contract. As a result, we recognized $10.0 million in license and royalty revenue during the year ended December 31, 2018.

In April 2017, we signed a contract with a major technology company to develop an LBS display system. Under this agreement, we are working to develop a new generation of MEMS, ASICs and related firmware for a high resolution, LBS-based product that the technology company is planning to produce.  Under the agreement, we received an upfront payment of $10.0 million in 2017 and, may receive up to $15.1as of December 31, 2019, had also received $15.0 million, net of early payment discounts, representing all payment due for development work. The original contract was for $14.0 million in fees for development work, that is expectedbut we and our customer agreed to span into the second quarter of 2019.  Our receipt of the development fees is contingent on completion of milestones in 2017, 2018, and into the second quarter of 2019. As of March 31, 2019, we have received $12.3add $1.1 million in fees for developmentadditional work andto total $15.1 million. After applying early payment discounts, we recognized $13.7 million in revenue. Upon successful completionrevenue of the development program, if the major technology company decides to manufacture the product with the MicroVision display components, the $10.0 million upfront payment would be applied as a discount to future component purchases from us. If the contract is terminated by the technology company for our failure to meet milestones, the $10.0 million upfront payment is subject to repayment. We are recognizing revenue on the $15.1$15.0 million in development fees over time based on the proportion of total cost expended (under Topic 606, the "input method") to the total cost expected to complete the contract performance obligation. DuringBeginning in the fourth quarter ended March 31,of 2019, we have recognized $1.6 million of contract revenue from development fees on this agreement compared to $2.1 million during the quarter ended March 31, 2018. We have an amount equal to the $10.0 million upfront payment classifiedwas being recognized as revenue at the point in time that component sales were sold to the major technology customer. In March 2020, we entered into an other current liabilityagreement for our customer to take over production of the components we had been producing for them. The agreement provides that, beginning in March 2020, we will earn a royalty on each component shipped that is approximately equal to the balance sheet.gross profit we earned on each component we had previously produced. Under the new arrangement, the royalties earned will be applied against the remaining $9.3 million prepayment that we had previously received from the customer until the prepayment is exhausted.

4. REVENUE RECOGNITION

The following is a description of principal activities from which we generate revenue. Revenues are recognized when control of the promised goods or services are transferred to our customers, in an amount that reflects the consideration that we expect to receive in exchange for those goods or services. We generate all of our revenue from contracts with customers.

We evaluate contracts based on the 5-step model as stated in Topic 606 as follows: (i) identify the contract, (ii) identify the performance obligations, (iii) determine the transaction price, (iv) allocate the transaction price, and (v) recognize revenue when (or as) performance obligations are satisfied.

A contract contains a promise (or promises) to transfer goods or services to a customer. A performance obligation is a promise (or a group of promises) that is distinct, as defined in the revenue standard.

7


The transaction price is the amount of consideration an entity expects to be entitled to from a customer in exchange for providing the goods or services. A number of factors should be considered to determine the transaction price, including whether there is variable consideration, a significant financing component, noncash consideration, or amounts payable to the customer. The determination of variable consideration will require a significant amount of judgment. In estimating the transaction price we will use either the expected value method or the most likely amount method.

The transaction price is allocated to the separate performance obligations in the contract based on relative standalone selling prices. Determining the relative standalone selling price can be challenging when goods or services are not sold on a standalone basis. The revenue standard sets out several methods that can be used to estimate a standalone selling price when one is not directly observable. Allocating discounts and variable consideration must also be considered. Allocating the transaction price can require significant judgement on our part.

Revenue is recognized when (or as) the customer obtains control of the good or service/performance obligations are satisfied. Topic 606 provides guidance to help determine if a performance obligation is satisfied at a point in time or over time. Where a performance obligation is satisfied over time, the related revenue is also recognized over time.

7


Disaggregation of revenue

The following table provides information about disaggregated revenue by timing of revenue recognition (in thousands):

 Three Months Ended March 31, 2019 Three Months Ended March 31, 2020
 Product Royalty Contract  Product Royalty Contract 
 revenue revenue revenue Total revenue revenue revenue Total
Timing of revenue recognition:  
Products transferred at a point in time $199  $ $16  $215  $1,247  $212  $ $1,463 
Product and services transferred over time   1,636  1,636     
Total $199  $ $1,652  $1,851  $1,247  $212  $10  $1,469 

 

 Three Months Ended March 31, 2018 Three Months Ended March 31, 2019
 Product Royalty Contract  Product Royalty Contract 
 revenue revenue revenue Total revenue revenue revenue Total
Timing of revenue recognition:  
Products transferred at a point in time $ $11  $99  $110  $199  $ $16  $215 
Product and services transferred over time   2,078  2,078    1,636  1,636 
Total $ $11  $2,177  $2,188  $199  $ $1,652  $1,851 

Contract balances

The following table provides information about receivables contract assets, and contract liabilities from contracts with customers (in thousands):

   March 31,  December 31,
   2019  2018
       
Accounts receivable, net $274  $476 
Costs and estimated earnings in excess of billings on uncompleted contracts  1,199   987 
Billings on uncompleted contracts in excess of related costs    
Other current liabilities  10,000   10,000 
   March 31,  December 31,
   2020  2019
       
Accounts receivable, net $552  $1,079 
Accrued liabilities  200   432 
Deferred revenue  15   21 
Contract liabilities  9,271   9,755 

Under Topic 606, our rights to consideration are presented separately depending on whether those rights are conditional or unconditional. We present our unconditional rights to consideration as "accounts receivable" in our Consolidated Balance Sheet.

Contract assets represent rights to consideration that are subject to a condition other than the passage of time and will be comprised primarily of costs and estimated profits in excess of billings on uncompleted contracts and estimated accrued sales-based royalty revenue.

Contract costs in excess of billing are included in the "Costs and estimated earnings in excess of billings on uncompleted contracts" line of our Consolidated Balance Sheet.

8


Contract liabilities in the table below are presented as contract liabilities, deferred revenue, and a portion of accrued liabilities on the balance sheet. Significant changes in the contract assets and the contract liabilities balances during the period are as follows (in thousands, except percentages):

 March 31, December 31,     March 31, December 31,    
 2019 2018 $ Change % Change 2020 2019 $ Change % Change
  
Contract assets $1,199  $987  $212  21.5  $ $ $ -  
Contract liabilities (5) -   (5) -   (9,486) (10,208) 722  (7.1)
Net contract assets (liabilities) $1,194  $987  $207  21.0  $(9,486) $(10,208) $722  (7.1)

During the three months ended March 31, 2020, we applied $485,000 against the contract liability with our April 2017 customer.

During 2019, we billed $1.4 millionreached an agreement with the distributor in our Ragentek contract on the final transaction price of the units shipped to them. As part of the agreement, we agreed to return $432,000 of the original transaction price to our development contracts. Of thisdistributor and the amount $987,000 was included in contract assetsaccrued liabilities at December 31, 2018. We also recognized revenue of $1.6 million during2019. During the three months ended March 31, 2019, resulting in a contract asset of $1.2 million.2020, payments totaling $232,000 were made to the distributor.

Contract acquisition costs

We are required to capitalize certain contract acquisition costs consisting primarily of commissions paid when contracts are signed. We currently do not pay any commissions upon the signing of a contract; therefore, no commission cost has been incurred as of March 31, 2019.2020.  

Transaction price allocated to the remaining performance obligations

The following table includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied or partially unsatisfied at the end of the reporting period. The estimated revenue does not include the $10.0 million upfront payment received from a major technology company was being recognized as revenue as component sales were transferred to developthe customer. Under the new arrangement reached in March 2020, the royalties we expect to earn will be applied against the remaining prepayment. We expect to apply an LBS display system due toadditional $1.4 million in 2020, and this amount is included in revenue below. Because there is uncertainty aroundabout the timing of recognition. Additionally,the application of the remainder of the contract liability, it has been excluded from future estimated revenue in the table below. The $9.3 million contract liability is classified as a current liability on our balance sheet. It is likely that recognition of revenue may extend beyond the next twelve months. The following table provides information about the estimated timing of revenue does not include amounts of variable consideration attributable to royalties or unexercised contract renewalsrecognition (in thousands):

   Remainder of 20192020  20202021
       
ProductLicense and royalty revenue $-1,375  $
License and royalty revenue
Contract revenue  1,30115   

5. CONCENTRATION OF CREDIT RISK AND MAJOR CUSTOMERS AND SUPPLIERS

Concentration of credit risk

Financial instruments that potentially subject us to a concentration of credit risk are primarily cash equivalents and accounts receivable. We typically do not require collateral from our customers. As of March 31, 2019,2020, our cash and cash equivalents are comprised of operating checking accounts and short-term highly rated money market savings accounts.

Concentration of major customers and suppliers

For the three months ended March 31, 2020, one customer accounted for $1.5 million in revenue, representing 100% of our total revenue. For the three months ended March 31, 2019, one customer accounted for $1.6 million in revenue, representing 88% of our total revenue. Arevenueand a second customer accounted for $199,000 in revenue, representing 11% of our total revenue. For the three months ended March 31, 2018, one customer accounted for $2.1 million in revenue, representing 95% of our total revenue. One customer accounted for $267,000,$552,000, or 98%100% of our net accounts receivable balance at March 31, 2019.2020.

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A significant concentration of our components and the products we sellhave sold are currently manufactured and obtained from single or limited-source suppliers. The loss of any single or limited- sourcelimited-source supplier, the failure of any of these suppliers to perform as expected, or the disruption in the supply chain of components from these suppliers could subject us to risks and uncertainties including, but not limited to, increased cost of sales, possible loss of revenues, or significant delays in product deliveries, any of which could adversely affect our financial condition and operating results.

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6. INVENTORY

Inventory consists of the following:

 March 31, December 31, March 31, December 31,
(in thousands) 2019 2018 2020 2019
Raw materials $32  $32  $ $
Finished goods 1,030  1,077   192 
 $1,062  $1,109  $ $192 

Inventory consists of raw materials and finished goods assemblies. Inventory is computed using the first-in, first-out (FIFO) method and is stated at the lower of cost and net realizable value. Management periodically assesses the need to account for obsolescence of inventory and adjusts the carrying value of inventory to its net realizable value when required. As of MarchDecember 31, 2019, and December 31, 2018, $1.4 million$168,000 of materials that arewere not expected to be consumed during the next twelve months arewere classified as "other assets" on the balance sheet. During the three months ended March 31, 2020, we recorded inventory write-downs of $168,000.

7. SHARE-BASED COMPENSATION

We issue share-based compensation to employees in the form of stock options, restricted stock units (RSUs), and performance stock units (PSUs). We account for the share-based awards by recognizing the fair value of share-based compensation expense on a straight-line basis over the service period of the award, net of estimated forfeitures. The fair value of stock options is estimated on the grant date using the Black-Scholes option pricing model. The fair value of RSUs is determined by the closing price of our common stock on the grant date. The PSUs are valued using a binomial option pricing model using the following inputs: stock price, volatility, and risk-free interest rates. Changes in estimated inputs or using other option valuation methods may result in materially different option values and share-based compensation expense.

The following table summarizes the amount of share-based compensation expense by line item on the statements of operations:

 Three Months Ended
Share-based compensation expense Three Months Ended
 March 31, March 31,
(in thousands) 2019 2018 2020 2019
Cost of product revenue $ $ $ $
Research and development expense 123  179  39  123 
Sales, marketing, general and administrative expense 227  141  150  227 
 $351  $320  $189  $351 

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Options activity and positions

The following table summarizes shares, weighted-average exercise price, weighted-average remaining contractual term and aggregate intrinsic value of options outstanding and options exercisable as of March 31, 2019:2020:

       Weighted-   
     Weighted- Average   
     Average Remaining  Aggregate
     Exercise Contractual  Intrinsic
Options Shares  Price Term (years)  Value
Outstanding as of March 31, 2019 4,494,000  $2.26  6.9  $20,000 
           
Exercisable as of March 31, 2019 2,355,000  $2.94  5.3  $5,000 

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       Weighted-   
     Weighted- Average   
     Average Remaining  Aggregate
     Exercise Contractual  Intrinsic
Options Shares  Price Term (years)  Value
Outstanding as of March 31, 2020 4,616,000  $1.71  6.4  $
           
Exercisable as of March 31, 2020 2,497,000  $2.39  4.3  $

As of March 31, 2019,2020, our unrecognized share-based employee compensation related to stock options was $1.4 million$791,000 which we plan to amortize over the next 2.11.8 years, our unrecognized share-based compensation related to RSUs was $456,000$240,000 which we plan to amortize over the next 2.11.3 years, and our unrecognized share-based compensation related to the PSUs was $15,000,$12,000, which we plan to amortize over the next 2.21.5 years.

8. LEASES

In February 2016, the FASB issued Accounting Standards Update 2016-02 (ASU 2016-02), Leases (Topic 842). ASU 2016-02 requires lessees to recognize a right-of-use (ROU) asset and lease liability in the balance sheet for all leases, including operating leases, with terms of more than twelve months. Recognition, measurement and presentation of expenses and cash flows from a lease by a lessee have not significantly changed from previous guidance. The amendments also require qualitative disclosures along with specific quantitative disclosures. We adopted this guidance using the cumulative-effect adjustment method on January 1, 2019, meaning we did not restate prior periods. Current year financial information is presented under the guidance in Topic 842, while prior year information will continue to be presented under Topic 840. Adoption of the standard resulted in the recognition of an operating ROU asset of approximately $1.6 million, a lease liability of approximately $2.5 million, and a reduction in other short-term and long-term liabilities of $873,000. Adoption of the standard did not have a material impact on our Statement of Operations or Statement of Cash flows. Accounting for our capital leases remains substantially unchanged.

We determine if an arrangement is a lease at inception. On our balance sheet, our office lease is included in Operating lease right-of-use asset, Current portion ofspace and certain equipment under finance and operating lease liability and Operating lease liability, net of current portion. On our balance sheet, finance leases are included in Property and equipment, Current portion of finance lease obligations and Finance lease obligations, net of current portion.

ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. For leases that do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. We use the implicit rate when readily determinable. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

Significant judgment may be required when determining whether a contract contains a lease, the length of the lease term, the allocation of the consideration in a contract between lease and non-lease components, and the determination of the discount rate included in our office lease. We review the underlying objective of each contract, the terms of the contract, and consider our current and future business conditions when making these judgments.

leases. Our leases have remaining lease terms of twoone to fourthree years. Our office space lease contains an option to extend the lease for one period of five years. This extension period is not included in our ROU asset or lease liability amounts. Our office lease agreement includes both lease and non-lease components, which are accounted for separately. Our finance leases contain options to purchase the leased property. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless we are reasonably certain to exercise the purchase option.

The components of lease expense were as follows:

Three Months Ended
(in thousands)March 31, 2019
Operating lease expense$116 
Finance lease expense:
     Amortization of leased assets
     Interest on lease liabilities
Total finance lease expense
     Total lease expense$121 
   Three Months Ended
   March 31,
(in thousands)  2020  2019
Operating lease expense $116  $116 
       
Finance lease expense:      
     Amortization of leased assets    
     Interest on lease liabilities    
Total finance lease expense    
Total lease expense $122  $121 

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Supplemental cash flow information related to leases was as follows:

Three Months Ended
(in thousands)March 31, 2019
Cash paid for amounts included in measurement of lease liabilities:
     Operating cash flows from operating leases$160 
     Operating cash flows from finance leases
     Financing cash flows from finance leases
Right-of-use assets obtained in exchange for new lease obligations:
     Operating leases1,638 
     Finance leases$
   Three Months Ended
   March 31,
(in thousands)  2020  2019
Cash paid for amounts included in measurement of lease liabilities:      
     Operating cash flows from operating leases $161  $160 
     Operating cash flows from finance leases    
     Financing cash flows from finance leases    
       
Right-of-use assets obtained in exchange for new lease obligations:      
     Operating leases $ $1,638 
     Finance leases    

Supplemental balance sheet information related to leases was as follows:

(in thousands)March 31, 2019
Operating leases
     Operating lease right-of-use assets$1,559 
     Current portion of operating lease liability642 
     Operating lease liability, net of current portion1,746 
     Total operating lease liabilities$2,388 
Finance leases
     Property and equipment, at cost$66 
     Accumulated depreciation(13)
     Property and equipment, net$53 
     Current portion of finance lease obligations$22 
     Finance lease obligations, net of current portion28 
     Total finance lease liabilities$50 
Weighted Average Remaining Lease Term
     Operating leases4 years 
     Finance leases2 years 
Weighted Average Discount Rate
     Operating leases6.0%
     Finance leases13.8%

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   March 31,  December 31,
(in thousands)  2020  2019
Operating leases      
     Operating lease right-of-use assets $1,221  $1,308 
       
     Current portion of operating lease liability  661   656 
     Operating lease liability, net of current portion  1,211   1,348 
     Total operating lease liabilities $1,872  $2,004 
       
Finance leases      
     Property and equipment, at cost $66  $66 
     Accumulated depreciation  (29)  (25)
     Property and equipment, net $37  $41 
       
     Current portion of finance lease obligations $23  $25 
     Finance lease obligations, net of current portion    
     Total finance lease liabilities $28  $34 
       
Weighted Average Remaining Lease Term      
     Operating leases  3 years   3 years 
     Finance leases  1 years   1 year 
       
Weighted Average Discount Rate      
     Operating leases  6.0%  6.0%
     Finance leases  13.8%  13.8%

As of March 31, 2019,2020, maturities of lease liabilities were as follows:

 Operating Finance Operating Finance
(in thousands) leases leases
Years Ended December 31, leases leases    
2019 $481  $21 
2020 656  27  $496  $21 
2021 676   676  
2022 696   696  
2023 175   175  
Thereafter    
Total minimum lease payments 2,684  57  2,043  30 
Less: amount representing interest (296) (7) (171) (2)
Present value of capital lease liabilities $2,388  $50  $1,872  $28 

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9. COMMITMENTS AND CONTINGENCIES

Litigation

In March 2019, we filed a Notice of Arbitration in Hong Kong against Ragentek as a result of its failure to perform its obligations under a purchase order with us.  The relief sought is $4.0 million dollars plus interest and arbitration costs.  At this time we cannot predict the likelihood of a favorable outcome.

We are subject to various claims and pending or threatened lawsuits in the normal course of business. We are not currently party to any legal proceedings that management believes are reasonably possible to have a material adverse effect on our financial position, results of operations or cash flows.

Purchase commitments

At March 31, 2019, we had $5.2 million in open purchase obligations that represent commitments to purchase inventory, materials, capital equipment, and other goods used in the normal operation of our business.

10. COMMON STOCK AND WARRANTS

In December 2019, we entered into a Common Stock Purchase Agreement with Lincoln Park granting us the right to sell shares of our common stock having an aggregate value of up to $16.0 million. Under the terms of the agreement, Lincoln Park made an initial purchase of 1.5 million shares of common stock for $1.0 million at a purchase price of $0.6531 per share. Subject to various limitations and conditions set forth in the agreement, we may sell up to an additional $15.0 million in shares of common stock, from time to time, at our sole discretion to Lincoln Park over a 24-month period beginning December 2019. In consideration for entering into the agreement, we issued 375,000 shares of our common stock, having a value of $277,000, based on the closing stock price at the date of grant, to Lincoln Park as a commitment fee. We incurred an additional $90,000 in issuance costs. As of March 31, 2020, we have issued 7.0 million shares and raised a total of $2.4 million under this agreement.

In January 2019, we raised $1.2 million before issuance costs of approximately $26,000 through a registered direct offering of 2.0 million shares of our common stock to a private investor.

In December 2018, we raised $4.2 million before issuance costs of approximately $524,000 through an underwritten public offering of 7.0 million shares of our common stock.

In June 2018, we raised $18.0 million before issuance costs of approximately $1.4 million through an underwritten public offering of 14.4 million shares of our common stock.

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11. SUBSEQUENT EVENTS

In April 2019,2020, we entered intoreceived funds in the amount of $1,570,881 pursuant to a loan under the Paycheck Protection Program of the 2020 CARES Act ("PPP") administered by the Small Business Association. The loan has an agreement with Lincoln Park. Proceedsinterest rate of 0.98% and a term of 24 months. No payments are due for the first 6 months, although interest accrues, and monthly payments are due over the next 18 months to retire the loan plus accrued interest. Funds from any sales of stock are expected tothe loan may only be used for general corporate purposes.

Undercertain purposes, including payroll, benefits, rent and utilities, and a portion of the loan used to pay certain costs may be forgivable, all as provided by the terms of the agreement, Lincoln Park initially purchased $1.0 million in sharesPPP. The loan is evidenced by a promissory note, which contains customary events of common stockdefault relating to, among other things, payment defaults and breaches of representations and warranties. We may prepay the loan at a purchase price of $0.9821. In addition, for a period of 24 months, we have the right, at our sole discretion,any time prior to sell upmaturity with no prepayment penalties.

Subsequent to $10.0 million of additional common stock to Lincoln Park, subject to certain limitations, based on the prevailing market prices of our shares at the time of each sale.

Lincoln Park has no right to require any salesMarch 31, 2020 and is obligated to purchase the common stock as directed by us, subject to certain limitations set forth in the agreement. Lincoln Park has agreed not to cause or engage in any manner whatsoever, any direct or indirect short selling or hedging of our shares of common stock. In consideration for entering into the agreement,through May 6, 2020, we have issued 250,000 shares of common stock to Lincoln Park as a commitment fee. No warrants, derivatives, or other share classes are associated with this agreement.

In April 2019, we raised an additional $2.0 million before issuance costs through a registered direct offering of 2.311.5 million shares and raised a total of our common stock to a private investor. This transaction is expected to close on April 26, 2019.$6.2 million under the Common Stock Purchase Agreement with Lincoln Park.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-looking statements

The information set forth in this report in Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations," and Item 3, "Quantitative and Qualitative Disclosures about Market Risk," includes "Forward-Looking Statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and is subject to the safe harbor created by those sections. Such statements may include, but are not limited to, projections of revenues, income or loss, capital expenditures, plans for product development and cooperative arrangements, technology development by third parties, future operations, financing needs or plans of MicroVision, Inc. ("we," "our," or "us"), as well as assumptions relating to the foregoing. The words "anticipate," "could," "would," "believe," "estimate," "expect," "goal," "may," "plan," "project," "will," and similar expressions identify forward-looking statements. Factors that could cause actual results to differ materially from those projected in our forward-looking statements include risk factors identified below in Item 1A.

Overview

MicroVision, Inc. is a pioneer in laser beam scanning (LBS) technology that we market under our brand name PicoP®. We have developed our proprietary scanning technology that can be used in products for interactive projection, consumer light detection and ranging (LiDAR), automotive LiDAR, and augmented and mixed reality. Our PicoP® scanning technology is based on our patented expertise in systems that include micro-electrical mechanical systems (MEMS), laser diodes, opto-mechanics, and electronics and how those elements are packaged into a small form factor, low power scanning enginemodule that can display, interact and sense, depending on the needs of the application. These systems utilize edge computing and machine intelligence as part of the solutions.

OurFor the past few years, our strategy includeshas included selling LBS engines tomodules designed for original equipment manufacturers (OEMs) and original design manufacturers (ODMs). We planplanned to offer scanning enginesmodules to support a wide array of applications: an interactive scanning enginemodule for smart home speakers and other Internet of Things (IoT) products, a LiDAR enginemodule for consumer electronic applications, and solutions for augmented and mixed reality devices. We have also arebeen developing our 200+ meter range Perceptive automotive LiDAR module for OEM and Tier 1 acceptance for automotive active collision avoidance systems.

In addition to selling engines,systems and autonomous driving vehicles. However, we have licensedbeen unable to secure a customer to launch one of our patented PicoP® scanningmodule products in 2020. As a result, we plan to focus our attention in the near term on licensing our module products and related technology to other companiescompanies. We are also exploring licensing of technology and designs and other strategic alternatives, including a potential sale or merger of the Company, since we do not have orders from an OEM for incorporation into their scanning engines for projection. We sell our customers key components needed to produce their laser scanning engines and/or license our technology in exchange for a royalty fee or margin for each scanning engine they sell. Companies to whom we license our PicoP® scanning technology are typically OEMs or ODMs who are in the business of making components or products ready for sale to end users. To date, we have primarily focused on the consumer electronics market, however, we believe that our LBS technology could support multiple applications and markets including automotive, medical, and industrial.2020 delivery.

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WhileIf we are optimistic aboutsuccessful in completing a licensing agreement that has significant economic value, or we are able to raise sufficient funds from the sale of equity, the company plans to focus on developing its automotive LiDAR module. The company believes that our technology and designs for automotive LiDAR can be successful in the potentialmarket, and that our solutions will have features and performance that exceed those of competitors.

Since the third quarter of 2019, we have been selling components to a high definition display system that we developed for future revenues,a customer under a development agreement. The volume and resulting revenue and gross profit from this business has been fairly low. Therefore, in March 2020 we transferred production of the components to the customer. Starting in March, the company will receive a royalty from the customer for each unit shipped, with amounts applied against the prepayment that we had previously received from the customer until the prepayment is exhausted. The value of the royalty is approximately equal to the amount of gross profit we would have earned if we continued to produce and ship the components. We believe this arrangement will help us conserve cash, and still preserves our ability to experience financial reward should the volume of components increase in the future.

We have incurred substantial losses since inception, and we expect to incur a significant loss during the fiscal year ending December 31, 2019.2020.

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Impact of COVID-19 on Our Business

On March 11, 2020, the World Health Organization declared the outbreak of COVID-19 as a pandemic, which continues to be spread throughout the United States and the world. The impact from the COVID-19 outbreak is uncertain and may impact our business and results of operations and could impact our financial condition in the future. We are unable to accurately predict the full impact that COVID-19 may have due to numerous uncertainties, including the severity, duration and spread of the outbreak, and actions that may be taken by governmental authorities.

Several of the suppliers of components in our LBS modules have experienced closures or have been operating at reduced capacity, resulting in lower than planned product shipments. Continued disruptions to the supply could have a material impact on our future operating results.

As a result of the COVID-19 pandemic, including related governmental guidance or directives, we have required most office-based employees to work remotely. We may experience reductions in productivity and disruptions to our business routines while our remote work policy remains in place. This could have an adverse effect on the timing of our development activities, our ability to raise additional capital, our ability to enter into licensing agreements, or our ability to complete a potential sale or merger of the Company.

Key accounting policies and estimates

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that materially affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent liabilities. We evaluate our estimates on a continuous basis. We base our estimates on historical data, terms of existing contracts, our evaluation of trends in the consumer display and 3D sensing industries, information provided by our current and prospective customers and strategic partners, information available from other outside sources and on various other assumptions we believe to be reasonable under the circumstances. The results form the basis for making judgments regarding the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Except for policy changes in accounting for leases associated with our adoption of Topic 842 (see Note 8 "Leases" in the Notes to Condensed Consolidated Financial Statements in Item 1), thereThere have been no significant changes to our critical accounting judgments, policies, and estimates as described in our Annual Report on Form 10-K for the year ended December 31, 2018.2019.

Results of operations

Product revenue

(in thousands) 2019 2018 $ change % change 2020 2019 $ change % change
Three Months Ended March 31, $199  $ $199  -   $1,247  $199  $1,048  526.6 

Product revenue is revenue from sales of our products which are LBS engines, MEMSmodules and ASICs.their components. Revenue is recognized when control of the product is shipped to the customer because controlgoods passes to the customer at the point of shipment. Our product sales generally include acceptance provisions, however, because we generally can objectively determine that we have met agreed- upon customer specifications prior to shipment, control of the item passes at the time of shipment.customer. Our quarterly product revenue may vary substantially due to the timing of product orders from customers, product shipments, production constraints and availability of components and raw materials.

The increase in product revenue for the three months ended March 31, 2020 compared to the same period in 2019 was primarily due to product shipments to a major technology company. In March 2020, we completed an agreement for our customer to take over production of the components we had been producing for them. Product revenue backlog at March 31, 20192020 and 2018 was zero and $4.3 million, respectively. The change in backlog from March 31, 2018 to March 31, 2019 was primarily due to the uncertainty of fulfilling the remainder of our March 2017 order from Ragentek. We are pursuing our legal rights to enforce the contract.zero.

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License and royalty revenue

(in thousands) 2019 2018 $ change % change 2020 2019 $ change % change
Three Months Ended March 31, $ $11  $(11) (100.0) $212  $ $212  -  

License and royalty revenue is revenue under license agreements to our PicoP® scanning technology. We recognize revenue on upfront license fees at a point in time if the nature of the license granted is a right-to-use license, representing functional intellectual property with significant standalone functionality. If the nature of the license granted is a right-to-access license, representing symbolic intellectual property, which excludes significant standalone functionality, we recognize revenue over the period of time we have ongoing obligations under the agreement. We will recognize revenue from sales-based royalties on the basis of the quarterly reports provided by our customer as to the number of royalty-bearing products sold or otherwise distributed. In the event that reports are not received, we will estimate the number of royalty-bearing products sold by our customers.

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The increase in licensing and royalty revenue for the three months ended March 31, 2020 compared to the same period in 2019 was primarily due to increased sales of royalty-bearing products.

Contract revenue

(in thousands) 2019 2018 $ change % change 2020 2019 $ change % change
Three Months Ended March 31, $1,652  $2,177  $(525) (24.1) $10  $1,652  $(1,642) (99.4)

Contract revenue includes revenue from performance on development contracts and the sale of prototype units and evaluation kits based on our PicoP® scanning engine.module. Our contract revenue in a particular period is dependent upon when we enter into a contract, the value of the contracts we have entered into, and the availability of technical resources to perform work on the contracts. We recognize contract revenue either at a point in time, or over time, depending upon the characteristics of the individual contract. If control of the deliverable(s) occur over time, the revenue is recognized in proportion to the transfer of control. If control passes to the customer only upon completion and transfer of the asset, revenue is recognized at the completion of the contract. In contracts that include significant customer acceptance provisions, we recognize revenue only upon acceptance of the deliverable(s).

In April 2017, we signed a contract with a major technology company to develop an LBS display system.  Under the terms of this agreement, we may receive $15.1 million in fees for development contingent on completion of milestones. As of March 31, 2019, we have received $12.3 million in fees for development work. We are recognizing revenue on the $15.1 million in development fees over time utilizing the input method of total costs expended to total cost expected to complete the performance obligation. The original contract was for $14.0 million in fees for development, but we and the customer agreed to add $1.1 million in additional work to total $15.1 million. As of March 31, 2019, we have recognized $13.7 million of contract revenue from development fees on this agreement.

The decrease in contract revenue during the three months ended March 31, 20192020 compared to the same period in 20182019 was attributed to decreased contract activity.activity because the contract with our April 2017 customer was completed in 2019. Our contract backlog, including orders for prototype units and evaluation kits, at March 31, 2020 and 2019 and 2018 was approximatelyzero and $1.3 million, and $7.2 million, respectively. The April 2017 development contract represents $1.3 million of the contract backlog and is scheduled for completion during the second quarter of 2019.

Cost of product revenue

 % of % of  % of % of 
   product  product    product  product 
(in thousands) 2019 revenue 2018 revenue $ change % change 2020 revenue 2019 revenue $ change % change
Three Months Ended March 31, $288  144.7  $238  -   $50  21.0  $1,395  111.9  $288  144.7  $1,107  384.4 

Cost of product revenue includes the direct and allocated indirect costs of products sold to customers. Direct costs include labor, materials, reserves for estimated warranty expenses, and other costs incurred directly, or charged to us by our contract manufacturers, in the manufacture of these products. Indirect costs include labor, manufacturing overhead, and other costs associated with operating our manufacturing capabilities and capacity. Manufacturing overhead includes the costs of procuring, inspecting and storing material, facility and other costs, and is allocated to cost of product revenue based on the proportion of indirect labor which supported production activities.

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Cost of product revenue can fluctuate significantly from period to period, depending on the product mix and volume, the level of manufacturing overhead expense and the volume of direct material purchased. Cost of product revenue was higher during the three months ended March 31, 20192020 compared to the same period in 20182019 due to higher product shipments. Inventory write-downs of $168,000 were recorded in the three months ended March 31, 2020.

Cost of contract revenue

 % of % of  % of % of 
   contract  contract    contract  contract 
(in thousands) 2019 revenue 2018 revenue $ change % change 2020 revenue 2019 revenue $ change % change
Three Months Ended March 31, $955  57.8  $1,635  75.1  $(680) (41.6) $ 40.0  $955  57.8  $(951) (99.6)

Cost of contract revenue includes both the direct and allocated indirect costs of performing on contracts and producing prototype units and evaluation kits. Direct costs include labor, materials and other costs incurred directly in producing prototype units and evaluation kits or performing on a contract. Indirect costs include labor and other costs associated with operating our research and development department and building our technical capabilities and capacity. Cost of contract revenue is determined by the level of direct and indirect costs incurred, which can fluctuate substantially from period to period.

The decrease in the cost of contract revenue during the three months ended March 31, 20192020 was primarily attributed to reduced activity on the April 2017 development contract.contract because the contract was completed in 2019.

Research and development expense

(in thousands) 2019 2018 $ change % change 2020 2019 $ change % change
Three Months Ended March 31, $5,973  $4,828  $1,145  23.7  $3,683  $5,973  $(2,290) (38.3)

Research and development expense consists of compensation related costs of employees and contractors engaged in internal research and product development activities, direct material to support development programs, laboratory operations, outsourced development and processing work, and other operating expenses. We assign our research and development resources based on the business opportunity of the available projects, the skill mix of the resources available and the contractual commitments we have made to our customers. We believe that a substantial level of continuing research and development expense will be required to further develop our scanning technology.

The increasedecrease in research and development expense during the three months ended March 31, 20192020 compared to the same period in 20182019 was attributabledue to higher costs related to direct materials and increasedreduced personnel-related compensation and benefits expenses related to our LBS engine development.and lower direct materials and subcontractor costs.

Sales, marketing, general and administrative expense

(in thousands) 2019 2018 $ change % change 2020 2019 $ change % change
Three Months Ended March 31, $2,699  $2,607  $92  3.5  $1,771  $2,699  $(928) (34.4)

Sales, marketing, general and administrative expense includes compensation and support costs for marketing, sales, management and administrative staff, and for other general and administrative costs, including legal and accounting services, consultants and other operating expenses.

The increasedecrease in sales, marketing, general and administrative expense during the three months ended March 31, 20192020 compared to the same period in 20182019 was attributed to increasedreduced personnel-related compensation and benefits expenses as well as professional services, offset by lower legal fees related to commercial contracts.and purchased services.

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Liquidity and capital resources

We have incurred significant losses since inception. We have funded operations to date primarily through the sale of common stock, convertible preferred stock, warrants, the issuance of convertible debt and, to a lesser extent, from development contract revenues, product sales, and licensing activities. At March 31, 2019,2020, we had $7.0$2.3 million in cash and cash equivalents.

Based on our current operating plan that includes expected proceeds from a development contract signed in April 2017 with a major technology company, expected proceeds of $2.0 million from the April 2019 registered direct offering, and without additionalanticipated future proceeds from the sale of shares under our existing Purchase Agreement with Lincoln Park and the funds received in April 2020 pursuant to the loan under the Paycheck Protection Program of the 2020 CARES Act, we anticipate that we have sufficient cash and cash equivalents to fund our operations through July 2019. Our receiptthe fourth quarter of proceeds under our April 2017 development contract is subject to our completion of certain milestones, and we can provide no assurance that such milestones will be completed.2020. We will require additional capital to fund our operating plan past that time. We plan to seek to obtain additional capital through the issuance of equity or debt securities, product sales and/or licensing activities. There can be no assurance that additional capital will be available to us or, if available, will be available on terms acceptable to us or on a timely basis. If adequate capital resources are not available on a timely basis, we intend to consider limiting our operations substantially. This limitation of operations could include reducing investments in our production capacities, research and development projects, staff, operating costs, and capital expenditures.

These factors raise substantial doubt regarding our ability to continue as a going concern. Our unaudited consolidated financial statements have been prepared assuming we will continue as a going concern and do not include any adjustments that might be necessary should we be unable to continue as a going concern.

Operating activities

Cash used in operating activities totaled $7.6$5.4 million during the three months ended March 31, 20192020 compared to cash used in operating activities of $9.6$7.6 million during the same period in 2018.2019. The change in cash flows from operating activities is primarily attributed to reduced operating expenses during the timing of payments received from customers and payments madethree months ended March 31, 2020 compared to suppliers.the same period in 2019.

Investing activities

During the three months ended March 31, 2019 and 2018,2020, net cash provided by investing activities was $450,000 compared to net cash used in investing activities wasof $313,000 and $182,000, respectively, and was attributedduring the three months ended March 31, 2019. During the three months ended March 31,2020, we sold fixed assets to purchasesour customer for $525,000 as part of our agreement with them to take over production of the components we had been producing. Purchases of property and equipment.equipment during the three months ended March 31, 2020 and 2019 were $75,000 and $313,000, respectively.

Financing activities

In December 2019, we entered into a Common Stock Purchase Agreement with Lincoln Park granting us the right to sell shares of our common stock having an aggregate value of up to $16.0 million. Under the terms of the agreement, Lincoln Park made an initial purchase of 1.5 million shares of common stock for $1.0 million at a purchase price of $0.6531 per share. Subject to various limitations and conditions set forth in the agreement, we may sell up to an additional $15.0 million in shares of common stock, from time to time, at our sole discretion to Lincoln Park over a 24-month period beginning December 2019. In consideration for entering into the agreement, we issued 375,000 shares of our common stock, having a value of $277,000, based on the closing stock price at the date of grant, to Lincoln Park as a commitment fee. We incurred an additional $90,000 in issuance costs. As of March 31, 2020, we have issued 7.0 million shares and raised a total of $2.4 million under this agreement.

In January 2019, we raised $1.2 million before issuance costs of approximately $26,000 through a registered direct offering of 2.0 million shares of our common stock to a private investor.

In December 2018, we raised $4.2 million before issuance costs of approximately $524,000 through an underwritten public offering of 7.0 million shares of our common stock.

In June 2018, we raised $18.0 million before issuance costs of approximately $1.4 million through an underwritten public offering of 14.4 million shares of our common stock.

During the three months ended March 31, 2018, we had no cash provided from financing activities.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest rate and market liquidity risk

As of March 31, 2019,2020, all of our cash and cash equivalents have variable interest rates. Therefore, we believe our exposure to market and interest rate risk is not material.

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Our investment policy generally directs that the investment manager should select investments to achieve the following goals: principal preservation, adequate liquidity and return. As of March 31, 2019,2020, we had $7.0$2.3 million in cash and cash equivalents, which are comprised of operating checking accounts and short-term, highly rated money market savings accounts.

Foreign exchange rate risk

Our major contract and collaborative research and development agreements, product sales, and licensing activity payments are currently made in U.S. dollars. However, in the future we may enter into contracts or collaborative research and development agreements in foreign currencies that may subject us to foreign exchange rate risk. We have entered into purchase orders and supply agreements in foreign currencies in the past and may enter into such arrangements, from time to time, in the future. We believe our exposure to currency fluctuations related to these arrangements is not material. We may enter into foreign currency hedges to offset material exposure to currency fluctuations when we can adequately determine the timing and amounts of the exposure.

ITEM 4.CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934) as of the end of the period covered by this report and, based on this evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that these disclosure controls and procedures are effective. There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934) that occurred during the quarter ended March 31, 20192020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II.

ITEM 1.LEGAL PROCEEDINGS

In March 2019, we filed a Notice of Arbitration in Hong Kong against Ragentek as a result of its failure to perform its obligations under a purchase order with us.  The relief sought is $4.0 million dollars plus interest and arbitration costs.  At this time we cannot predict the likelihood of a favorable outcome. 

We are also subject to various claims and pending or threatened lawsuits in the normal course of business. We are not currently party to any other legal proceedings that management believes are reasonably possible to have a material adverse effect on our consolidated financial position, results of operations or cash flows.

ITEM 1A.RISK FACTORS

You should carefully consider the risks described below together with the other information set forth in this report, which could materially affect our business, financial condition and future results. The risks described below are not the only risks facing our company. Risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and operating results.

Risk Factors Related to Our Business and Industry

We have a history of operating losses and expect to incur significant losses in the future.

We have had substantial losses since our inception. We cannot assure you that we will ever become or remain profitable.

The likelihood of our success must be considered in light of the expenses, difficulties and delays frequently encountered by companies formed to develop and commercialize new technologies. In particular, our operations to date have focused primarily on research and development of our PicoP® scanning technology system and development of demonstration units. We are unable to accurately estimate future revenues and operating expenses based upon historical performance.

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We cannot be certain that we will succeed in obtaining additional development revenue or commercializing our technology or products. In light of these factors, we expect to continue to incur significant losses and negative cash flow at least through 20192020 and likely thereafter. We cannot be certain that we will achieve positive cash flow at any time in the future.

We have been unable to secure a customer to launch one of our module products in 2020, as planned. As a result, we plan to focus our attention in the near term on licensing our module products and related technology to other companies. We are also exploring licensing of technology and designs and other strategic alternatives for moving forward without orders from the OEM for 2020 delivery, including a potential sale or merger of the Company. There is substantial risk that these efforts will be unsuccessful. Such efforts may also be impeded by the impact of COVID-19 on parties who might have otherwise been interested in pursuing a transaction or on economic and market conditions generally.

COVID-19 has had an adverse effect on our business, and the future Covid-19 effects on our financial position and business prospects are uncertain.

On March 11, 2020, the World Health Organization declared the outbreak of COVID-19 as a pandemic, which continues to be spread throughout the United States and the world. The impact from the COVID-19 outbreak is uncertain and may impact our business and results of operations and could impact our financial condition in the future. We are unable to accurately predict the full impact that COVID-19 may have due to numerous uncertainties, including the severity, duration and spread of the outbreak, and actions that may be taken by governmental authorities.

The adverse impacts of the pandemic on our business and future financial performance could include, but are not limited to:

We will require additional capital to fund our operations and to implement our business plan. If we do not obtain additional capital, we may be required to curtail our operations substantially. Raising additional capital may dilute the value of current shareholders' shares.

Based on our current operating plan that includes expected proceeds from a development contract signed in April 2017 with a major technology company, expected proceeds of $2.0 million from the April 2019 registered direct offering, and without additionalanticipated future proceeds from the sale of shares under our existing Purchase Agreement with Lincoln Park and the funds received in April 2020 pursuant to the loan under the Paycheck Protection Program of the 2020 CARES Act, we anticipate that we have sufficient cash and cash equivalents to fund our operations through July 2019. Our receiptthe fourth quarter of proceeds under our April 2017 development contract is subject to our completion of certain milestones, and we can provide no assurance that such milestones will be completed.2020. We will require additional capital to fund our operating plan past that time. We plan to seek to obtain additional capital through the issuance of equity or debt securities, product sales and/or licensing activities. There can be no assurance that any such efforts to obtain additional capital will be successful.

We are introducing new technology and products into an emerging market which creates significant uncertainty about our ability to accurately project revenue, costs and cash flows. Our capital requirements will depend on many factors, including, but not limited to, the commercial success of our LBS engines,modules, the rate at which OEMs and ODMs introduce products incorporating our PicoP® scanning technology and the market acceptance and competitive position of such products. If revenues are less than we anticipate, if we fail to meet milestones for future payments or have to repay amounts already received under our April 2017 development contract, if the mix of revenues and the associated margins varies from anticipated amounts or if expenses exceed the amounts budgeted, we may require additional capital earlier than expected to fund our operations. In addition, our operating plan provides for the development of strategic relationships with suppliers of components, products and systems, and equipment manufacturers that may require additional investments by us.

Additional capital may not be available to us or, if available, may not be available on terms acceptable to us or on a timely basis. Raising additional capital may involve issuing securities with rights and preferences that are senior to our common stock and may dilute the value of our current shareholders' shares. If adequate capital resources are not available on a timely basis, we may consider limiting our operations substantially and we may be unable to continue as a going concern. This limitation of operations could include reducing investments in our production capacities or research and development projects, staff, operating costs, and capital expenditures which could jeopardize our ability to achieve our business goals or satisfy our customer requirements. In February 2020, we reduced headcount by approximately 60% following an OEM's decision not to incorporate our technology into its products. As a result, further cost reduction efforts may be particularly difficult to implement.

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Approval of items in our 2020 Proxy is not assured.

Our 2020 Proxy contains a proposal for a reverse split, a proposal to approve additional authorized shares, and a proposal to add shares to the Employee Incentive Plan. These provisions, and others in the Proxy, require shareholder approval. If the reverse stock split is not approved, our common stock might not trade above the minimum $1.00 bid price requirement of Nasdaq before our extension expires on August 24, 2020. If our stock does not meet the minimum bid price requirement of $1.00 for at least 10 days before August 24, 2020, our stock will be delisted from Nasdaq. If our common stock were delisted, we may seek to list our common stock on a regional stock exchange, or, if one or more broker-dealer market makers comply with applicable requirements, the over-the-counter (OTC) market. Listing on such other market or exchange could reduce the liquidity of our common stock. If our common stock were to trade in the OTC market, an investor would find it more difficult to dispose of, or to obtain accurate quotations for the price of, the common stock.

Our Proxy also contains a provision for increasing the authorized shares of the company. If that provision is not approved, we will be limited in our ability to raise cash to fund operations. Without the ability to raise cash through the sale of common stock, we may consider limiting our operations substantially and we may be unable to continue as a going concern.

Additionally, the Proxy contains a provision to add shares to the Employee Incentive Plan. We will need to retain and attract experienced employees with the necessary talent and skills in the Seattle area market, which is a competitive market for technology talent. Failure to have adequate shares in the Employee Incentive Plan may make it difficult to attract and retain personnel or require that more cash compensation be used to attract and retain personnel.

The date of our annual shareholder meeting, when votes will be tabulated, is May 19, 2020.

Qualifying a new or alternative contract manufacturer or foundry for our products could cause us to experience delays that result in lost revenues and damaged customer relationships.

We rely on single or limited-source suppliers to manufacture our products. Establishing a relationship with a new or alternative contract manufacturer(s) or foundry is a time-consuming process, as our unique technology may require significant manufacturing process adaptation to achieve full manufacturing capacity. Accordingly, we may be unable to establish a relationship with new or alternative contract manufacturers in the short-term, or at all, at prices or on other terms that are acceptable to us.

Changes in our supply chain may result in increased cost and delay and may subject us to risks and uncertainties regarding, but not limited to, product warranty, product liability and quality control standards. The loss of any single or limited-source supplier, the failure of any of these suppliers to perform as expected or the disruption in the supply chain of components from these suppliers could cause significant delays in product deliveries, which may result in lost revenues and damaged customer relationships. To the extent that we are not able to establish a relationship with a new or alternative contract manufacturer(s) or foundry in a timely manner, we may be unable to meet contract or production milestones, which could have a material adverse effect on our financial condition, results of operations and cash flows.

Our success will depend, in part, on our ability to secure significant third party manufacturing resources.

Our success will depend, in part, on our ability to provide our components and future products in commercial quantities at competitive prices and on schedule. Accordingly, we will be required to obtain access, through business partners or contract manufacturers, to manufacturing capacity and processes for the commercial production of our expected future products.

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Our foreign contract manufacturers could experience severe financial difficulties or other disruptions in their business, and such continued supply could be significantly reduced or terminated. In addition, we cannot be certain that we will successfully obtain access to needed manufacturing resources concurrent with a significant increase in our planned production levels. Future manufacturing limitations of our suppliers could constrain the number of products that we are able to develop and produce.

We are dependent on third parties in order to develop, manufacture, sell and market products incorporating our PicoP® scanning technology, scanning engines,modules, and the scanning enginemodule components.

Our business strategy for commercializing our technology in products incorporating PicoP® scanning technology includes entering into development, manufacturing, licensing, sales and marketing arrangements with OEMs, ODMs and other third parties. These arrangements reduce our level of control over production and distribution and may subject us to risks and uncertainties regarding, but not limited to, product warranty, product liability and quality control standards.

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We cannot be certain that we will be able to negotiate arrangements on acceptable terms, if at all, or that these arrangements will be successful in yielding commercially viable products. If we cannot establish these arrangements, we would require additional capital to undertake such activities on our own and would require extensive manufacturing, sales and marketing expertise that we do not currently possess and that may be difficult to obtain.

In addition, we could encounter significant delays in introducing our PicoP® scanning technology or find that the development, manufacture or sale of products incorporating our technology would not be feasible. To the extent that we enter into development, manufacturing, licensing, sales and marketing or other arrangements, our revenues will depend upon the performance of third parties. We cannot be certain that any such arrangements will be successful.

We cannot be certain that our technology system or products incorporating our PicoP® scanning technology will achieve market acceptance. If our technology system or products incorporating our technology do not achieve market acceptance, our revenues may not grow.

Our success will depend in part on customer acceptance of our PicoP® scanning technology. Our technology may not be accepted by manufacturers who use display and 3D sensing technologies in their products, by systems integrators, OEMs, and ODMs who incorporate the scanning enginemodule components into their products or by end users of these products. To be accepted, our PicoP® scanning technology must meet the expectations of our current and potential customers in the consumer electronics, automotive, and other markets. If our technology system or products incorporating our PicoP® scanning technology do not achieve market acceptance, we may not be able to continue to develop our technology.

Future products incorporating our PicoP® scanning technology and scanning enginesmodules are dependent on advances in technology by other companies.

Our PicoP® scanning technology will continue to rely on technologies, such as laser diode light sources and other components that are developed and produced by other companies. The commercial success of certain future products incorporating our PicoP® scanning technology will depend, in part, on advances in these and other technologies by other companies. We may, from time to time, contract with and support companies developing key technologies in order to accelerate the development of them for our or our customers' specific uses. There are no guarantees that such activities will result in useful technologies or products that will be profitable.

We are dependent on a small number of customers for our revenue. Our quarterly performance may vary substantially and this variance, as well as general market conditions, may cause our stock price to fluctuate greatly and potentially expose us to litigation.

For the three months ended March 31, 2020, one customer accounted for $1.5 million in revenue, representing 100% of our total revenue. For the three months ended March 31, 2019, one customer accounted for $1.6 million in revenue, representing 88% of our total revenue. Arevenueand a second customer accounted for $199,000 in revenue, representing 11% of our total revenue. For the three months ended March 31, 2018, one customer accounted for $2.1 million in revenue, representing 95% of our total revenue. Our customers take time to obtain, and the loss of a significant customer could negatively affect our revenue. Our quarterly operating results may vary significantly based upon:

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In one or more future quarters, our results of operations may fall below the expectations of securities analysts and investors and the trading price of our common stock may decline as a consequence. In addition, following periods of volatility in the market price of a company's securities, shareholders often have instituted securities class action litigation against that company.

If we become involved in a class action suit, it could divert the attention of management and, if adversely determined, could require us to pay substantial damages.

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We or our customers may fail to perform under open orders or agreements, which could adversely affect our operating results and cash flows.

Our backlog under open orders and agreements totaled $1.3 million as of March 31, 2019. We or our customers may be unable to meet the performance requirements and obligations under open orders or agreements, including performance specifications, milestones or delivery dates, required by such purchase orders or agreements. Furthermore, our customers may be unable or unwilling to perform their obligations thereunder on a timely basis, or at all if, among other reasons, our products and technologies do not achieve market acceptance, our customers' products and technologies do not achieve market acceptance or our customers otherwise fail to achieve their operating goals. To the extent we are unable to perform under such purchase orders or agreements or to the extent customers are unable or unwilling to perform, our operating results and cash flows could be adversely affected.

We may not be able to maintain our listing on The Nasdaq Global Market and it may become more difficult to sell our stock in the public market.

Our common stock is listed on The Nasdaq Global Market. To maintain our listing on this market, we must meet Nasdaq's listing maintenance standards. If we are unable to continue to meet Nasdaq's listing maintenance standards for any reason, our common stock could be delisted from The Nasdaq Global Market.

We received formal notice from the Listing Qualifications Staff of The Nasdaq Stock Market LLC on December 12, 2019. We requested a hearing before the Nasdaq Hearings Panel (the "Panel"), which would stay any further action by the Staff pending the Panel's decision. At the hearing we presented our plan to regain compliance with all applicable criteria for continued listing. On February 4, 2020, we received formal notification from the Panel that it had granted us an extension through June 9, 2020 to evidence compliance with the minimum $1.00 bid price requirement. In order to evidence compliance with the bid price requirement, we must evidence a closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days. We plan to take steps to timely evidence compliance, which may include effecting a reverse stock split if necessary; however, there can be no assurance that we will be able to evidence compliance before the deadline.

We received formal notice from the Listing Qualifications Staff of The Nasdaq Stock Market LLC on April 8, 2020 that for 30 consecutive business days preceding the date of the notice, the market value of our listed common stock was less than $50,000,000, the minimum market value required for continued listing on The Nasdaq Global Market pursuant to Nasdaq's listing requirements. In accordance with Nasdaq's listing rules, we have 180 calendar days, or until October 5, 2020, to regain compliance with this requirement. During the 180-day compliance period, we can regain compliance if the market value of our listed common stock is at least $50,000,000 for a minimum of ten consecutive business days.

On April 16, 2020 in response to the COVID-19 pandemic and related extraordinary market conditions, Nasdaq announced temporary relief from the continued listing bid price and market value of publicly held shares listing requirements through June 30, 2020.The effect of the Nasdaq action on April 16, 2020 extends the Company's time period for compliance with the bid price listing requirement from June 9, 2020 to August 24, 2020 and the Company's time period for compliance with the market value requirement from October 5, 2020 to November 27, 2020. While the extension of time does not change the timing of the Company's Annual Meeting of Shareholders, scheduled for May 19, 2020, or the nature of Proposal 3 regarding a proposed reverse split of the Company's common stock, to be voted on at such Annual Meeting and described in the Company's Proxy Statement dated April 3, 2020, it does give the Company more time to meet the minimum bid price listing requirement before effecting a reverse split, if such reverse split is approved by the Company's stockholders.

If our common stock were delisted, we likely wouldmay seek to list our common stock on The Nasdaq Capital Market, the American Stock Exchange or on a regional stock exchange.exchange, or, if one or more broker-dealer market makers comply with applicable requirements, the over-the-counter (OTC) market. Listing on such other market or exchange could reduce the liquidity of our common stock. If our common stock were not listed on The Nasdaq Capital Market or another exchange, trading of our common stock would be conducted in the Over-the-Counter (OTC) market on an electronic bulletin board established for unlisted securities or directly through market makers in our common stock. If our common stock were to trade in the OTC market, an investor would find it more difficult to dispose of, or to obtain accurate quotations for the price of, the common stock.

A delisting from The Nasdaq Global Market and failure to obtain listing on another market or exchange wouldcould also subject our common stock to so-called penny stock rules that impose additional sales practice and market-making requirements on broker-dealers who sell or make a market in such securities. Consequently, removal from The Nasdaq Global Market and failure to obtain listing on another market or exchange could affect the ability or willingness of broker-dealers to sell or make a market in our common stock and the ability of purchasers of our common stock to sell their securities in the secondary market.

On April 22, 2019,May 6, 2020, the closing price of our common stock was $0.96$1.13 per share.share and our market capitalization was $161.1 million. The closing price of our common stock was below $1.00 per share from May 6, 2019 through May 1, 2020 and our market capitalization was below $50,000,000 from February 26, 2020 through April 30, 2020.

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Our lack of financial and technical resources relative to our competitors may limit our revenues, potential profits, overall market share or value.

Our products and potential products incorporating our PicoP® scanning technology will compete with established manufacturers of existing products and companies developing new technologies. Many of our competitors have substantially greater financial, technical and other resources than we have. Because of their greater resources, our competitors may develop products or technologies that may be superior to our own. The introduction of superior competing products or technologies could result in reduced revenues, lower margins or loss of market share, any of which could reduce the value of our business.

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We may not be able to keep up with rapid technological change and our financial results may suffer.

The consumer display and 3D sensing industries have been characterized by rapidly changing technology, accelerated product obsolescence and continuously evolving industry standards. Our success will depend upon our ability to further develop our PicoP® scanning technology system and to cost effectively introduce new products and features in a timely manner to meet evolving customer requirements and compete with competitors' product advances. We may not succeed in these efforts due to:

The occurrence of any of the above factors could result in decreased revenues, market share and value of our business.

We could face lawsuits related to our use of PicoP® scanning technology or other technologies. Defending these suits would be costly and time-consuming. An adverse outcome, in any such matter, could limit our ability to commercialize our technology or products incorporating our PicoP® scanning technology, reduce our revenues and increase our operating expenses.

We are aware of several patents held by third parties that relate to certain aspects of light scanning displays and 3D sensing products. These patents could be used as a basis to challenge the validity, limit the scope or limit our ability to obtain additional or broader patent rights of our patents or patents we have licensed. A successful challenge to the validity of our patents or patents we have licensed could limit our ability to commercialize our technology or products incorporating our PicoP® scanning technology and, consequently, materially reduce our revenues. Moreover, we cannot be certain that patent holders or other third parties will not claim infringement by us with respect to current and future technology. Because U.S. patent applications are held and examined in secrecy, it is also possible that presently pending U.S. applications will eventually be issued with claims that will be infringed by our products or our technology.

The defense and prosecution of a patent suit would be costly and time-consuming, even if the outcome were ultimately favorable to us. An adverse outcome in the defense of a patent suit could subject us to significant costs, require others and us to cease selling products incorporating our technology, require us to cease licensing our technology or require disputed rights to be licensed from third parties. Such licenses, if available, would increase our operating expenses. Moreover, if claims of infringement are asserted against our future co-development partners or customers, those partners or customers may seek indemnification from us for any damages or expenses they incur.

If we fail to manage expansion effectively, our revenue and expenses could be adversely affected.

Our ability to successfully offer products incorporating PicoP® scanning technology and implement our business plan in a rapidly evolving market requires an effective planning and management process. The growth in business and relationships with customers and other third parties has placed, and will continue to place, a significant strain on our management systems and resources. We will need to continue to improve our financial and managerial controls, reporting systems and procedures, and will need to continue to train and manage our work force. Following our substantial reduction in headcount in February 2020, the risks associated with strained resources are heightened.

If we fail to adequately reduce and control our manufacturing, supply chain and operating costs, our business, financial condition, and operating results could be adversely affected.

We incur significant costs related to procuring components and increasing our production capabilities to manufacture our products. We may experience delays, cost overruns or other unexpected costs associated with an increase in production. If we are unsuccessful in our efforts to reduce and control our manufacturing, supply chain and operating costs and keep costs aligned with the levels of revenues we generate, our business and financial condition could suffer.

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Our technology and products incorporating our PicoP® scanning technology may be subject to future environmental, health and safety regulations that could increase our development and production costs.

Our technology and products incorporating our PicoP® scanning technology could become subject to future environmental, health and safety regulations or amendments that could negatively impact our ability to commercialize our technology and products incorporating our PicoP® scanning technology. Compliance with any such new regulations would likely increase the cost to develop and produce products incorporating our PicoP® scanning technology, and violations may result in fines, penalties or suspension of production. If we become subject to any environmental, health, or safety laws or regulations that require us to cease or significantly change our operations to comply, our business, financial condition and operating results could be adversely affected.

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Our operating results may be adversely impacted by worldwide political and economic uncertainties and specific conditions in the markets we address.

In the recent past, general worldwide economic conditions have experienced a downturn due to slower economic activity, concerns about inflation, increased energy costs, decreased consumer confidence, reduced corporate profits and capital spending, and adverse business conditions. Any continuation or worsening of the current global economic and financial conditions could materially adversely affect: (i) our ability to raise, or the cost of, needed capital, (ii) demand for our current and future products, and (iii) our ability to commercialize products. Additionally, infectious diseases including COVID-19 may cause an unexpected downturn in economic conditions. We cannot predict the timing, strength, or duration of any economic slowdown or subsequent economic recovery, worldwide, regionally or in the display industry.

Because we plan to continue using foreign contract manufacturers, our operating results could be harmed by economic, political, regulatory and other factors in foreign countries.

We currently use foreign contract manufacturers and plan to continue to use foreign contract manufacturers to manufacture current and future products, where appropriate. These international operations are subject to inherent risks, which may adversely affect us, including, but not limited to:

Our contract manufacturers' facilities could be damaged or disrupted by a natural disaster or labor strike, either of which would materially affect our financial position, results of operations and cash flows.

A major catastrophe, such as an earthquake, monsoon, flood, infectious disease including the COVID-19 virus, or other natural disaster, labor strike, or work stoppage at our contract manufacturers' facilities, our suppliers, or our customers, could result in a prolonged interruption of our business. A disruption resulting from any one of these events could cause significant delays in product shipments and the loss of sales and customers, which could have a material adverse effect on our financial condition, results of operations, and cash flows.

If we are unable to obtain effective intellectual property protection for our products, processes and technology, we may be unable to compete with other companies.

Intellectual property protection for our products, processes and technology is important and uncertain. If we do not obtain effective intellectual property protection for our products, processes and technology, we may be subject to increased competition. Our commercial success will depend, in part, on our ability to maintain the proprietary nature of our PicoP® scanning technology and other key technologies by securing valid and enforceable patents and effectively maintaining unpatented technology as trade secrets.

We protect our proprietary PicoP® scanning technology by seeking to obtain United States and foreign patents in our name, or licenses to third party patents, related to proprietary technology, inventions, and improvements that may be important to the development of our business. However, our patent position involves complex legal and factual questions. The standards that the United States Patent and Trademark Office and its foreign counterparts use to grant patents are not always applied predictably or uniformly and can change.

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Additionally, the scope of patents is subject to interpretation by courts and their validity can be subject to challenges and defenses, including challenges and defenses based on the existence of prior art. Consequently, we cannot be certain as to the extent to which we will be able to obtain patents for our new products and technology or the extent to which the patents that we already own, protect our products and technology. Reduction in scope of protection or invalidation of our licensed or owned patents, or our inability to obtain new patents, may enable other companies to develop products that compete directly with ours on the basis of the same or similar technology.

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We also rely on the law of trade secrets to protect unpatented know-how and technology to maintain our competitive position. We try to protect this know-how and technology by limiting access to the trade secrets to those of our employees, contractors and partners, with a need-to-know such information and by entering into confidentiality agreements with parties that have access to it, such as our employees, consultants and business partners. Any of these parties could breach the agreements and disclose our trade secrets or confidential information, or our competitors might learn of the information in some other way. If any trade secret not protected by a patent were to be disclosed to or independently developed by a competitor, our competitive position could be negatively affected.

We could be subject to significant product liability claims that could be time-consuming and costly, divert management attention and adversely affect our ability to obtain and maintain insurance coverage.

We could be subject to product liability claims if any of the product applications are alleged to be defective or cause harmful effects. For example, because some of the scanning enginesmodules incorporating our PicoP® scanning technology could scan a low power beam of colored light into the user's eye, the testing, manufacture, marketing and sale of these products involve an inherent risk that product liability claims will be asserted against us.

Additionally, any misuse of our technology or products incorporating our PicoP® scanning technology by end users or third parties that obtain access to our technology, could result in negative publicity and could harm our brand and reputation. Product liability claims or other claims related to our products or our technology, regardless of their outcome, could require us to spend significant time and money in litigation, divert management time and attention, require us to pay significant damages, harm our reputation or hinder acceptance of our products. Any successful product liability claim may prevent us from obtaining adequate product liability insurance in the future on commercially desirable or reasonable terms. An inability to obtain sufficient insurance coverage at an acceptable cost or otherwise to protect against potential product liability claims could prevent or inhibit the commercialization of our products and our PicoP® scanning technology.

Our contracts and collaborative research and development agreements have long sales cycles, which makes it difficult to plan our expenses and forecast our revenues.

Our contracts and collaborative research and development agreements have long sales cycles that involve numerous steps including determining the product application, exploring the technical feasibility of a proposed product, evaluating the costs of manufacturing a product or qualifying a new or alternative contract manufacturer for production. Typically, these contracts and agreements involve several face-to-face meetings before they conclude. Infectious diseases including COVID-19 may delay face-to-face meetings and closing contracts and agreements. Our long sales cycle, which can last several years, makes it difficult to predict the quarter in which revenue recognition will occur. Delays in entering into contracts and collaborative research and development agreements could cause significant variability in our revenues and operating results for any particular period.

Our contracts and collaborative research and development agreements may not lead to any product or any products that will be profitable.

Our contracts and collaborative research and development agreements, including without limitation, those discussed in this document, are exploratory in nature and are intended to develop new types of products for new applications. Our efforts may prove unsuccessful and these relationships may not result in the development of any product or any products that will be profitable.

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Our operations could be adversely impacted by information technology system failures, network disruptions, or cyber security breaches.

We rely on information technology systems to process, transmit, store, and protect electronic data between our employees, our customers and our suppliers. Our systems are vulnerable to damage or interruptions due to events beyond our control, including, but are not limited to, natural disasters, power loss, telecommunications failures, computer viruses, hacking, or other cyber security issues. Our system redundancy may be inadequate, and our disaster recovery planning may be ineffective or insufficient to account for all eventualities. Additionally, we maintain insurance coverage to address certain aspects of cyber risks. Such insurance coverage may be insufficient to cover all losses, or all claims that may arise, should such an event occur.

Loss of any of our key personnel could have a negative effect on the operation of our business.

Our success depends on our executive officers and other key personnel and on the ability to attract and retain qualified new personnel. Achievement of our business objectives will require substantial additional expertise in the areas of sales and marketing, research and product development and manufacturing. Competition for qualified personnel in these fields is intense, and the inability to attract and retain additional highly skilled personnel, or the loss of key personnel, could hinder our ability to compete effectively in the LBS markets and adversely affect our business strategy execution and results of operations.

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ITEM 6. EXHIBITS

Exhibit
Number

Description

10.1

Subscription Agreement, dated January 2, 2019, between MicroVision, Inc. and the Investor named therein.

31.1

Principal Executive Officer Certification pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Principal Financial Officer Certification pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

Principal Executive Officer Certification pursuant to Rule 13a-14(b) or Rule 15d-14(b) and Section 1350, Chapter 63 of Title 18, United States Code (18 U.S.C. 1350), as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2

Principal Financial Officer Certification pursuant to Rule 13a-14(b) or Rule 15d-14(b) and Section 1350, Chapter 63 of Title 18, United States Code (18 U.S.C. 1350), as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS 

XBRL Instance Document

101.SCH 

XBRL Taxonomy Extension Schema Document

101.CAL 

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF 

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB 

XBRL Taxonomy Extension Label Linkbase Document

101.PRE 

XBRL Taxonomy Extension Presentation Linkbase Document

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

MICROVISION, INC.

Date: April 25, 2019May 7, 2020

By:

/s/ Perry M. MulliganSumit Sharma

  

Perry M. MulliganSumit Sharma

  

Chief Executive Officer and Director
(Principal Executive Officer)

Date: April 25, 2019May 7, 2020

By: 

/s/ Stephen P. Holt

  

Stephen P. Holt

 

Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)

 

 

 

 

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