5/5/2011 8:02:11 AM
REDMOND, Wash., May 05, 2011 (BUSINESS WIRE) —
MicroVision, Inc. (Nasdaq: MVIS) today announced that it has secured a
committed equity financing facility under which it may sell up to $40
million of its shares of common stock to Azimuth Opportunity, Ltd. over
a 24-month period. MicroVision is not obligated to use the facility and
remains free to enter into and consummate other equity and debt
financing transactions.
“This type of facility has been a cost-effective means for us to raise
capital,” commented Jeff Wilson, Chief Financial Officer of MicroVision.
“We raised $25.5 million under the first Azimuth facility and with 2.6
million shares remaining on that facility, we believe it is prudent to
put this next facility in place and to keep our financing options open
as we go forward.”
MicroVision will determine, at its sole discretion, the timing, dollar
amount and floor price per share for any draw under this facility,
subject to certain limitations. When and if MicroVision elects to use
the facility, the number and price of shares sold in each draw will be
determined by a contractual formula and the investor will purchase
shares at a pre-negotiated discount to the volume-weighted-average price
of MicroVision’s common stock over a multi-day pricing period. The
actual amount of funds that can be raised under this facility will
depend on the number of shares actually sold under the agreement and the
market value of MicroVision’s stock during the pricing period of each
sale.
MicroVision may not issue more than 21,018,431 shares in connection with
the facility (including the shares issuable to the investor as partial
consideration for its commitment to enter into the purchase agreement),
which is less than 20% of MicroVision’s outstanding shares of common
stock on May 3, 2011.
In consideration for Azimuth’s execution and delivery of the purchase
agreement, MicroVision issued Azimuth 225,000 shares of its common
stock. The issuance of these securities is exempt from registration
under the Securities Act of 1933, as amended, pursuant to the exemption
for transactions by an issuer not involving any public offering under
Section 4(2) and Regulation D of the Securities Act.
Reedland Capital Partners, an Institutional Division of Financial West
Group, member FINRA/SIPC, will act as placement agent and receive a fee
for its services at the time of any draw under the facility. The offer
and sale of the shares of MicroVision’s common stock issuable under the
facility have not been registered under the Securities Act.
Accordingly, these securities may not be offered or sold in the United
States except pursuant to an effective registration statement or an
applicable exemption from the registration requirements of the
Securities Act. MicroVision has agreed to file within 60 days a
registration statement on Form S-1, covering the resale of the common
stock issued and issuable in accordance with the terms of the facility.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy these securities, nor shall there be any
sale of these securities in any jurisdiction in which an offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of such jurisdiction.
About MicroVision
MicroVision provides the PicoP(R) display technology platform designed to
enable next-generation display and imaging products for pico projectors,
vehicle displays and wearable displays that interface with mobile
devices. The company’s projection display engine uses highly efficient
laser light sources which can create vivid images with high contrast and
brightness. For more information, visit us on:
Our company website: www.microvision.com
Our corporate blog: www.microvision.com/displayground
Twitter: www.twitter.com/microvision
Facebook: www.facebook.com/MicrovisionInc
YouTube: www.youtube.com/mvisvideo
Forward-looking Statements
Certain statements contained in this release, including those relating
to MicroVision’s expectations regarding the use of the facility, the
anticipated filing of a registration statement on Form S-1 to cover the
resale of shares issued to the investor, and our commercialization and
growth strategies, and those statements using words such as “expects,”
“intends,” “plans,” “should,” “would,” “will” and “believe” are
forward-looking statements that involve a number of risks and
uncertainties that could cause actual results to differ materially from
those in the forward-looking statements. These risks and uncertainties
include, but are not limited to, the risk that MicroVision may not meet
the conditions for sales under the facility; the possible adverse impact
on the market price of our shares of common stock due to the dilutive
effect of the securities to be sold pursuant to the use of the facility;
the performance by the investor under the facility; capital market
risks, our ability to raise additional capital when needed; our or our
customers’ failure to perform under open purchase orders; our financial
and technical resources relative to those of our competitors; our
ability to keep up with rapid technological change; government
regulation of our technologies; our ability to enforce our intellectual
property rights and protect our proprietary technologies; the ability to
obtain additional contract awards; the timing of commercial product
launches and delays in product development; the ability to achieve key
technical milestones in key products; dependence on third parties to
develop, manufacture, sell and market our products; potential product
liability claims; and other risk factors identified from time to time in
the company’s SEC reports, including the company’s Annual Report on Form
10-K filed with the SEC. Except as expressly required by federal
securities laws, we undertake no obligation to publicly update or revise
any forward-looking statements, whether as a result of new information,
future events, changes in circumstances or any other reason.
Additional Information
Additional information relating to MicroVision can be found on EDGAR at www.sec.gov.
SOURCE: MicroVision, Inc.
MicroVision, Inc.
Tiffany Bradford, 425-882-6629
tiffany_bradford@MicroVision.com