Microvision (MVIS) Enters $150M ATM Agreement, Terminates Prior Deal

On March 5, 2024, Microvision (NASDAQ: MVIS) entered into an At-The-Market Issuance Sales Agreement (the “Sales Agreement”) with Deutsche Bank Securities Inc., Mizuho Securities USA LLC and Craig-Hallum Capital Group LLC (“Craig-Hallum”), who are acting as the sales agents (collectively, the “Agents”). Pursuant to the Sales Agreement, the Company may sell, at its option, shares of its common stock up to an aggregate offering price of $150,000,000 (the “Shares”) through or directly to the Agents. Sales of the Shares made pursuant to the Sales Agreement, if any, will be made under the Company’s automatically effective Registration Statement on Form S-3 filed on June 13, 2023 (File No. 333-272616), as amended by Post-Effective Amendment No. 1 filed on February 29, 2024 and Post-Effective Amendment No. 2 filed on March 1, 2024 and from time to time further amended or supplemented (the “Registration Statement”). Subject to the terms and conditions of the Sales Agreement, the Company may propose that an Agent place Shares pursuant to the terms set forth in a placement notice (an “Agency Transaction”) or offer and sell Shares directly to an Agent, as principal, pursuant to the terms of a separate terms agreement (a “Principal Transaction”). Agents may sell the Shares, if any, in an Agency Transaction 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 on The Nasdaq Global Market, on any other trading market for the common stock or to or through a market maker. In addition, the Agents may, with the Company’s prior written consent, sell Shares by any other method permitted by law, including negotiated transactions. The Agents will use commercially reasonable efforts consistent with their normal trading and sales practices to sell the Shares in an Agency Transaction 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 Sales Agreement provides that an Agent will be entitled to receive a commission of 3% of the gross proceeds from the sale of the Shares in an Agency Transaction in which the Agent acts as the sales agent. Any commission, discount or other compensation payable to the Agents with respect to a Principal Transaction will be set forth in the applicable terms agreement. Pursuant to the terms of the Sales Agreement, the Company also provided the Agents with customary indemnification and contribution rights. The offering of common stock pursuant to the Sales Agreement will terminate upon the earlier of (i) the sale of all of the common stock subject to the Sales Agreement and (ii) the termination of the Sales Agreement by the Company or by each of the Agents, following delivery of sufficient written notice by the Company or each of the Agents to the other parties.

The Company currently anticipates that the net proceeds from the sale of the securities offered pursuant to the Sales Agreement, if any, will be used to support investments that may be required to scale production capabilities with OEM-approved manufacturing partners, accelerate application specific integrated circuit development, advance the Company’s execution of its go-to market strategy for both of its MAVIN and MOVIA products and for other general corporate purposes.

On March 5, 2024, the Company and Craig-Hallum mutually agreed to terminate that certain At-The-Market Issuance Sales Agreement dated August 29, 2023 (the “Craig-Hallum Sales Agreement”) between the Company and Craig-Hallum, as sales agent. The Craig-Hallum Sales Agreement permitted the Company to issue and sell, from time to time, up to an aggregate of $35 million in shares of its common stock, through Craig-Hallum. The termination of the Craig-Hallum Sales Agreement did not result in any penalty to the Company.

Through the termination of the Craig-Hallum Sales Agreement, the Company sold approximately 6.1 million shares of common stock for an aggregate offering price of approximately $16.0 million.

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