SecProbe.io

July 18, 2019
Stephen P. Holt
Chief Financial Officer
MicroVision, Inc.
6244 185th Avenue NE, Suite 100
Redmond, WA 98052
Re:MicroVision, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2018
Filed March 6, 2019
Response dated June 28, 2019
File No. 001-34170
Dear Mr. Holt:
            We have reviewed your June 28, 2019 response to our comment letter and have the
following comment.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
June 3, 2019 letter.
Form 10-K for the Fiscal Year Ended December 31, 2018
Exhibits
1.Your response to prior comment 1 does not address the financial impact of the five-year
license agreement signed in May 2018 and the contract services agreement signed in April
2017.  We note that substantially all of your revenue for the year ended December 31,
2018 was derived from these agreements.  In light of the significance of these agreements
to your total revenues and cash flows, please explain how you considered the financial
implications in concluding that your business is not substantially dependent on the
agreements.  Refer to Item 601(b)(10)(ii)(B) of Regulation S-K.

 FirstName LastNameStephen P.  Holt
 Comapany NameMicroVision, Inc.
 July 18, 2019 Page 2
 FirstName LastName
Stephen P.  Holt
MicroVision, Inc.
July 18, 2019
Page 2
            Please contact Eric Atallah at (202) 551-3663 or Kevin Kuhar, Accounting Branch Chief,
at (202) 551-3662 with any questions.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery