Material Modification to Rights of Security Holders · Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 3.03. Material Modification to Rights of Security Holders. On July 10, 2026 at the Company’s annual meeting of shareholders (the “Annual Meeting”), the shareholders of MicroVision, Inc.…
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Item 3.03Item 3.03 - Material Modification to Rights
Item
3.03. Material Modification to Rights of Security Holders.
On
July 10, 2026 at the Company’s annual meeting of shareholders (the “Annual Meeting”), the shareholders of MicroVision,
Inc. (the “Company”) approved an amendment (the “Certificate of Amendment”) to the Company’s Amended and
Restated Certificate of Incorporation (the “Certificate of Incorporation”) to (i) effect a reverse stock split (the “Reverse
Stock Split”) of the Company’s common stock, par value $.001 per share (“Common Stock”), at a ratio of 1-for-15,
with every fifteen shares of issued and outstanding Common Stock being combined into one share of Common Stock, and (ii) simultaneously
reduce the total authorized number of shares of the Company’s capital stock to 175,000,000 shares, consisting of (a) 150,000,000
shares of Common Stock and (b) 25,000,000 shares of preferred stock, $.001 par value.
Following
approval of the Reverse Stock Split by the Company’s shareholders, the Board of Directors determined that the Reverse Stock Split
is in the best interests of the Company and its shareholders and approved a ratio of 1-for-15. The Company filed the Certificate of Amendment
with the Secretary of State of the State of Delaware on July 22, 2026 to effect the Reverse Stock Split and reduce the number of authorized
shares of capital stock. The Reverse Stock Split will become effective at 5:00 p.m. Eastern Time on August 1, 2026 (the “Effective
Time”).
At
the Effective Time, every fifteen shares of issued and outstanding Common Stock will be automatically combined into one share of Common
Stock, without any change in the par value per share. No fractional shares will be issued in connection with the Reverse Stock Split.
Shareholders of record who would otherwise be entitled to receive a fractional share will have their fractional share rounded up to the
nearest whole share. Proportionate adjustments will be made to the number of shares of Common Stock issuable upon the exercise or conversion
of the Company’s outstanding stock options, warrants, and convertible notes, as well as the exercise or conversion prices thereof,
and to the number of shares reserved for issuance under the Company’s equity plans.
The
Common Stock is expected to begin trading on a split-adjusted basis on The Nasdaq Stock Market at market open on August 3, 2026, under
the Company’s existing trading symbol “MVIS” with a new CUSIP number of 594960403. Additional information regarding
the Reverse Stock Split can be found in the Company’s definitive proxy statement for the Annual Meeting, filed with the Securities
and Exchange Commission on June 11, 2026.
As
previously disclosed in our Current Report on Form 8-K filed on June 12, 2026, the Company applied to transfer its listing to The Nasdaq
Capital Market, and our transfer to The Nasdaq Capital Market became effective as of July 20, 2026.
A
copy of the Company’s press release announcing the Reverse Stock Split is attached as Exhibit 99.1 to this Current Report on Form
8-K and is incorporated herein by reference.
Item 5.03Item 5.03 - Amendments to Articles/Bylaws
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
July 22, 2026, the Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware to effect the Reverse
Stock Split and reduce the total number of shares of capital stock that the Company shall have the authority to issue, as described in
Item 3.03. above.
The
Certificate of Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Filed exhibits (1)
EX-99.1 (by filename) ex99-1.htm
EX-99.1
3
ex99-1.htm
EX-99.1
Exhibit 99.1
MicroVision
Announces Reverse Split of Common Stock to Support Continued Nasdaq Listing and Long-Term Growth Strategy
Reverse
stock split intended to maintain Nasdaq compliance while supporting execution of the company’s commercial growth strategy
REDMOND,
Wash. - July 22, 2026 - MicroVision, Inc. (NASDAQ: MVIS), a leader in advanced perception solutions for industrial,
security and defense, and automotive applications, today announced that its Board of Directors has approved a reverse stock split of
the company’s outstanding common stock at a ratio of 1-for-15, following authorization by shareholders at the company’s Annual
Meeting of Shareholders held July 10, 2026.
The
reverse stock split will become effective on August 1, 2026, and MicroVision’s common stock will begin trading on a split-adjusted
basis on the Nasdaq Capital Market at the opening of trading on August 3, 2026 under the existing ticker symbol “MVIS.”
“The
reverse stock split is a strategic step that supports our continued Nasdaq listing while allowing us to remain focused on executing our
commercial strategy and creating long-term shareholder value,” said Glen DeV…