SEC Comment Letter 0000000000-24-012265 to MICROVISION, INC. (MVIS) (CIK 0000065770) (MVIS)
MICROVISION, INC. (MVIS) (CIK 0000065770)
Date: Nov. 5, 2024 · CIK: 0000065770 · Accession: 0000000000-24-012265
AI Filing Summary & Sentiment
File numbers found in text: 333-282840
Letter
November 5, 2024 Sumit Sharma Chief Executive Officer Microvision, Inc. 18390 NE 68th Street Redmond, WA 98052 Re:Microvision, Inc. Registration Statement on Form S-3 Filed on October 25, 2024 File No. 333-282840 Dear Sumit Sharma: We have conducted a limited review of your registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Registration Statement on Form S-3 filed on October 25, 2024 General We note that you seek to register shares of common stock underlying the Convertible Note that are issuable in the future. Section 1(e) of the Securities Purchase Agreement, dated October 14, 2024, states that the Buyer "shall only be required to purchase from the Company such Subsequently Purchased Notes as is set forth on the applicable Subsequently Purchased Notes Notice if such Subsequently Purchased Notes Notice is accepted by the Buyer exercising its sole discretion." Please note that it is not appropriate to register the resale of common stock underlying a convertible security that has not yet been issued unless the selling shareholder is irrevocably bound to purchase the convertible security and is at market risk at the time the registration statement is filed. Here, it appears that the Buyer is able to exercise its discretion in purchasing Subsequently Purchased Notes, and so is not irrevocably 1.
November 5, 2024 Page 2 bound to purchase the securities. Please revise your registration statement as necessary to remove the resale of all shares underlying the Subsequently Purchased Notes, or advise. Refer to Question 139.11 of our Compliance and Disclosure Interpretations relating to Securities Act Sections. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Sarah Sidwell at 202-551-4733 or Jennifer Angelini at 202-551-3047 with any other questions. Sincerely, Division of Corporation Finance Office of Manufacturing cc:Thomas Fraser
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November 5, 2024
Sumit Sharma
Chief Executive Officer
Microvision, Inc.
18390 NE 68th Street
Redmond, WA 98052
Re:Microvision, Inc.
Registration Statement on Form S-3
Filed on October 25, 2024
File No. 333-282840
Dear Sumit Sharma:
We have conducted a limited review of your registration statement and have the
following comments.
Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form S-3 filed on October 25, 2024
General
We note that you seek to register shares of common stock underlying the Convertible
Note that are issuable in the future. Section 1(e) of the Securities Purchase
Agreement, dated October 14, 2024, states that the Buyer "shall only be required to
purchase from the Company such Subsequently Purchased Notes as is set forth on the
applicable Subsequently Purchased Notes Notice if such Subsequently Purchased
Notes Notice is accepted by the Buyer exercising its sole discretion." Please note that
it is not appropriate to register the resale of common stock underlying a convertible
security that has not yet been issued unless the selling shareholder is irrevocably
bound to purchase the convertible security and is at market risk at the time the
registration statement is filed. Here, it appears that the Buyer is able to exercise its
discretion in purchasing Subsequently Purchased Notes, and so is not irrevocably 1.
November 5, 2024
Page 2
bound to purchase the securities. Please revise your registration statement as
necessary to remove the resale of all shares underlying the Subsequently Purchased
Notes, or advise. Refer to Question 139.11 of our Compliance and Disclosure
Interpretations relating to Securities Act Sections.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Sarah Sidwell at 202-551-4733 or Jennifer Angelini at 202-551-3047
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Thomas Fraser