UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 8, 2020
MICROVISION, INC.
(Exact name of registrant as specified in its charter)
| DELAWARE | 001-34170 | 91-1600822 | ||
|
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
6244 185th Avenue NE, Suite 100
Redmond, Washington 98052
(Address of principal executive offices) (Zip Code)
(425) 936-6847
Registrant’s telephone number, including area code
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
|
Title of each class |
Trading Symbol(s) |
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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On October 8, 2020, MicroVision, Inc. (the “Company”) filed a Certificate of Amendment (the “Certificate of Amendment”) to its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware to increase the authorized number of shares of the Company’s capital stock to 235,000,000 shares, consisting of (i) 210,000,000 shares of common stock, $.001 par value (“Common Stock”) and (ii) 25,000,000 shares of preferred stock, $.001 par value. The Certificate of Amendment was effective upon the filing thereof with the Secretary of State of the State of Delaware. The Certificate of Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The special meeting of stockholders of the Company was held on October 8, 2020, pursuant to notice duly given. The stockholders voted on two proposals, which are described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission August 25, 2020.
The results are as follows:
| Proposal 1. | Approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the authorized number of shares of Common Stock, which required a majority of outstanding shares of Common Stock for approval and passed. |
|
For: |
110,507,257 | |||||
|
Against: |
4,892,245 | |||||
|
Abstain: |
316,093 |
| There were no broker non-votes on Proposal 1. |
| Proposal 2. | Approval of an adjournment of the special meeting if necessary to permit further solicitation of proxies, which required a majority of the votes represented by the holders of Common Stock at the special meeting and passed. |
|
For: |
110,947,881 | |||||
|
Against: |
4,176,807 | |||||
|
Abstain: |
590,907 |
| There were no broker non-votes on Proposal 2. |
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
|
Exhibit
|
Description |
|
| 3.1 | Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MICROVISION, INC. |
|
/s/ David J. Westgor |
| David J. Westgor |
| Vice President, General Counsel & Secretary |
Dated: October 9, 2020
Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
MICROVISION, INC.
(Pursuant to Section 242 of the
General Corporation Law of the State of Delaware)
MicroVision, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), hereby certifies as follows:
1. That the Board of Directors duly adopted resolutions approving the amendment of the Certificate of Incorporation of this corporation to increase the total authorized shares of this corporation to 235,000,000 shares consisting of 210,000,000 shares of common stock, $.001 par value, and 25,000,000 shares of preferred stock, $.001 par value, and declaring said amendment to be advisable, submitted to and considered by the stockholders of this corporation entitled to vote thereon.
2. That upon the effectiveness of the amendment, the Certificate of Incorporation is hereby amended such that the first paragraph of Article IV of this corporation’s Certificate of Incorporation will read in its entirety as follows:
“The total number of shares of capital stock which this corporation shall have the authority to issue is two hundred thirty five million (235,000,000) shares, consisting of (i) two hundred ten million (210,000,000) shares of common stock, $.001 par value (“Common Stock”) and (ii) twenty-five million (25,000,000) shares of preferred stock, $.001 par value (“Preferred Stock”).”
3. That the foregoing amendment was approved by the holders of the requisite number of shares of this corporation in accordance with the Certificate of Amendment and Section 242 of the General Corporation Law.
4. That this Certificate of Amendment of Amended and Restated Certificate of Incorporation, which amends the provisions of this corporation’s Certificate of Incorporation, has been duly adopted in accordance with Section 242 of the General Corporation Law.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, this Certificate of Amendment of Amended and Restated Certificate of Incorporation has been executed by a duly authorized officer of this corporation on this 8th day of October, 2020.
| By: |
/s/ David J. Westgor |
|
| Name: | David J. Westgor | |
| Title: | Secretary |