Item 1.01. Entry into a Material Definitive Agreement.
On December 29, 2020, MicroVision, Inc. (the “Company”) entered into an At-the-Market Issuance Sales Agreement (the “Sales Agreement”) with Craig-Hallum Capital Group LLC (“Craig-Hallum”) pursuant to which the Company may sell, at its option, up to an aggregate of $13 million in shares of its common stock through Craig-Hallum, as sales agent. Sales of the common stock made pursuant to the Sales Agreement, if any, will be made under the Company’s previously filed and currently effective Registration Statement on Form S-3 (the “Registration Statement”). Prior to any sales under the Sales Agreement, the Company will deliver a placement notice to Craig-Hallum that will set the parameters for such sale of shares, including the number of shares to be issued, the time period during which sales are requested to be made, any limitation on the number of shares that may be sold in any one trading day and any minimum price below which sales may not be made. Subject to the terms and conditions of the Sales Agreement, Craig-Hallum may sell the shares, if any, only by methods deemed to be an “at the market” offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, including without limitation sales made directly through The Nasdaq Global Market, by means of ordinary brokers’ transactions, in negotiated transactions, to or through a market maker other than on an exchange or otherwise, at market prices prevailing at the time of sale, at prices related to such prevailing market prices, or at negotiated prices and/or any other method permitted by law. Craig-Hallum will use commercially reasonable efforts consistent with its normal trading and sales practices to sell the shares in accordance with the terms of the Sales Agreement and any applicable placement notice. The Company cannot provide any assurances that it will issue any shares pursuant to the Sales Agreement.
The Company will pay Craig-Hallum a commission equal to 2.35% of the gross proceeds from the sale of shares of the Company’s common stock under the Sales Agreement, if any. Pursuant to the terms of the Sales Agreement, the Company also provided Craig-Hallum with customary indemnification rights. The offering of common stock pursuant to the Sales Agreement will terminate upon the earlier of (a) the sale of all of the common stock subject to the Sales Agreement and (b) the termination of the Sales Agreement by the Company or Craig-Hallum. Either party may terminate the agreement in its sole discretion at any time upon written notice to the other party.
The Company currently anticipates that the net proceeds from the sale of the securities offered under this prospectus supplement will be used for general corporate purposes, which may include, but are not limited to, working capital and capital expenditures, as the Company continues development of its automotive lidar module and pursues a potential strategic transaction.
In order to furnish certain exhibits for incorporation by reference into the Registration Statement, the Company is filing the Sales Agreement and an opinion the Company received from its counsel regarding the validity of the shares to be sold pursuant to the Sales Agreement. The foregoing description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.
Item 7.01 Regulation FD Disclosure.
On December 29, 2020, in connection with entering into the Sales Agreement, the Company announced that it estimates that the Company had approximately $14.5 million in cash and cash equivalents as of November 30, 2020 and estimates that the Company will have between $16.6 million and $16.9 million in cash and cash equivalents as of December 31, 2020.
On November 9, 2020, the Company entered into a sales agreement with Craig-Hallum relating to the sale of up to $10,000,000 of shares of its common stock. As of the date hereof, the Company has completed sales under such sales agreement, having sold 4.9 million shares for net proceeds of $9.6 million. The Company’s estimated cash and cash equivalents as of November 30, 2020 and December 31, 2020 shown above includes $6.9 million and $9.6 million of such proceeds, respectively. The Company’s estimated cash and cash equivalents as December 31, 2020 shown above does not include any proceeds from the sale of shares pursuant to the Sales Agreement.
