MICROVISION, INC. 8-K

What Happened

• MicroVision, Inc. announced on Feb 23, 2026 that it entered a Securities Purchase and Exchange Agreement with an institutional investor and issued $43.0 million aggregate principal of senior secured, zero-coupon convertible notes due March 1, 2028. The transaction closed and the Convertible Notes were issued on Feb 23, 2026; a press release was issued Feb 24, 2026.

Key Details

• Principal and maturity: $43.0 million aggregate principal; zero coupon; maturity March 1, 2028.
• Security and priority: Notes rank senior to all other indebtedness and are secured by a first-priority perfected lien on all bank and securities accounts of MicroVision and its subsidiaries.
• Conversion terms: Initial conversion price = $0.8819 per share (110% of MicroVision’s last reported sale price on Feb 23, 2026), subject to customary anti-dilution adjustments. Conversion is subject to conditions (e.g., freely tradable shares, no material non-public info, no default).
• Limits and caps: Until stockholder approval (if required by Nasdaq), shares issuable on conversion are capped at 61,315,970 in the aggregate. A Beneficial Ownership Limitation prevents conversions that would give the holder more than 4.99% of outstanding shares (can be increased to up to 9.99% with 61 days’ notice).
• Redemption, forced conversion and covenants: Holder may take partial redemption at issuance and monthly (Apr 1, 2026–Mar 1, 2028). Company can force conversion if VWAP closes above $2.00 for 20 consecutive VWAP trading days. Covenants include limits on new debt/liens, a minimum liquidity requirement (greater of $21.5M and 110% of outstanding principal), and a cash-burn test tied to a $25M reduction from a reference cash level. Company must file a resale registration statement and use commercially reasonable efforts to get it effective, and seek shareholder approval by its next annual meeting (in any event prior to June 30, 2026) if required by Nasdaq rules.
• Events of default: Include failure to make timely payments and failure to comply with Exchange Act reporting requirements.

Why It Matters

• This financing provides immediate secured capital ($43M) and extends prior 2026 notes into 2028, which supports near-term liquidity but creates a senior secured claim ahead of other creditors.
• The conversion terms and potential forced conversion could dilute existing shareholders if conversions occur; however, share issuance is temporarily capped and subject to ownership limits until stockholder approval is obtained.
• The agreement imposes liquidity and cash-burn covenants that the company must meet each month; failing these could trigger defaults or lender remedies.
• Investors should watch for the required resale registration, the company’s proxy/stockholder vote by June 30, 2026 (if needed), and monthly liquidity reports or breaches of covenants that could affect equity value or trigger acceleration.