Correspondence 0001493152-24-043978 from MICROVISION, INC. (MVIS) (CIK 0000065770) (MVIS)
MICROVISION, INC. (MVIS) (CIK 0000065770)
Date: Nov. 7, 2024 · CIK: 0000065770 · Accession: 0001493152-24-043978
AI Filing Summary & Sentiment
File numbers found in text: 333-282840
Referenced dates: November 5, 2024
Letter
VIA EDGAR Division of Corporation Finance Attention: Sarah Sidwell & Jennifer Angelini Re: MicroVision, Inc. Registration Statement on Form S-3 Filed October 25, 2024 File No. 333-282840
Dear Ms. Sidwell and Ms. Angelini:
On behalf of MicroVision, Inc. (“MicroVision” or the “Company”), we hereby submit to the Securities and Exchange Commission (the “Commission”), via EDGAR, the following response to the comment from the staff of the Commission (the “Staff”) in the Staff’s letter dated November 5, 2024 on the above-referenced Registration Statement on Form S-3, filed on October 25, 2024 (the “Registration Statement”). For reference purposes, the comment contained in the Staff’s letter is reproduced below in italics and the corresponding response appears below the comment.
Registration Statement on Form S-3 filed October 25, 2024
General
1. 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 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.
Response to Comment 1:
The Company advises the Staff that the Registration Statement does not seek to register shares of common stock underlying the Convertible Note that are issuable in the future. Instead, the Registration Statement registers only the resale of shares of Common Stock underlying the “Initial Purchased Notes” contemplated by the Securities Purchase Agreement in the aggregate principal amount of $45,000,000. As disclosed in the Registration Statement, the shares offered thereby are issuable pursuant to the senior secured convertible note sold by the Company pursuant to the Securities Purchase Agreement in a private placement that the Company consummated on October 23, 2024. The resale of shares of Common Stock underlying any Subsequently Purchased Notes, if any, would be registered separately. The Company therefore respectfully submits that no revision to the Registration Statement is necessary to address the concern raised by the Staff.
Please do not hesitate to call me at (617) 951-7063 with any questions or further comments you may have regarding this filing.
Sincerely,
/s/
Thomas Fraser
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CORRESP
1
filename1.htm
ROPES
& GRAY LLP
PRUDENTIAL
TOWER
800
BOYLSTON STREET
BOSTON,
MA 02199-3600
WWW.ROPESGRAY.COM
November
7, 2024
VIA
EDGAR
U.S.
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention:
Sarah Sidwell & Jennifer Angelini
Re:
MicroVision,
Inc.
Registration
Statement on Form S-3
Filed
October 25, 2024
File
No. 333-282840
Dear
Ms. Sidwell and Ms. Angelini:
On
behalf of MicroVision, Inc. (“MicroVision” or the “Company”), we hereby submit to the Securities
and Exchange Commission (the “Commission”), via EDGAR, the following response to the comment from the staff of the
Commission (the “Staff”) in the Staff’s letter dated November 5, 2024 on the above-referenced Registration Statement
on Form S-3, filed on October 25, 2024 (the “Registration Statement”). For reference purposes, the comment contained
in the Staff’s letter is reproduced below in italics and the corresponding response appears below the comment.
Registration
Statement on Form S-3 filed October 25, 2024
General
1. 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 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.
Response
to Comment 1:
The
Company advises the Staff that the Registration Statement does not seek to register shares of common stock underlying the Convertible
Note that are issuable in the future. Instead, the Registration Statement registers only the resale of shares of Common Stock underlying
the “Initial Purchased Notes” contemplated by the Securities Purchase Agreement in the aggregate principal amount of $45,000,000.
As disclosed in the Registration Statement, the shares offered thereby are issuable pursuant to the senior secured convertible note sold
by the Company pursuant to the Securities Purchase Agreement in a private placement that the Company consummated on October 23, 2024.
The resale of shares of Common Stock underlying any Subsequently Purchased Notes, if any, would be registered separately. The Company
therefore respectfully submits that no revision to the Registration Statement is necessary to address the concern raised by the Staff.
Please
do not hesitate to call me at (617) 951-7063 with any questions or further comments you may have regarding this filing.
Sincerely,
/s/
Thomas Fraser
Thomas
Fraser
cc: Drew
G. Markham (MicroVision, Inc.)