Business Context and Reporting Period
Company: MicroVision, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: February 23, 2026
Event: Entry into a Material Definitive Agreement involving the exchange and issuance of senior secured convertible notes.
Key Financial Metrics and Transaction Details
- Aggregate Principal Amount: $43 million.
- Instrument Type: Senior Secured Convertible Notes due 2028 (zero coupon).
- Security: First priority perfected security interest in all bank and securities accounts of the Company and subsidiaries.
- Conversion Price: $0.8819 per share (110% of the last reported sale price on February 23, 2026).
- Placement Agent Fee: $426,500 paid to WestPark Capital, Inc.
- Liquidity Covenant: Minimum liquidity requirement of the greater of $21.5 million or 110% of the outstanding aggregate Principal Amount.
- Cash Burn Requirement: Available Cash must be greater than or equal to cash on the reference date less $25 million.
Material Changes and Transaction Structure
The Company entered into a Securities Purchase and Exchange Agreement with an institutional investor. This transaction involves:
- Exchange: Existing senior secured convertible notes due 2026 were exchanged for new notes due 2028.
- New Issuance: Additional senior secured convertible notes due 2028 were purchased by the investor.
- Redemption Option: The Holder may partially redeem the notes on the issuance date and on the first day of each month from April 1, 2026, through March 1, 2028.
- Forced Conversion: The Company may force conversion if the stock price closes above $2.00 per share for 20 consecutive trading days.
- Ownership Limitation: Conversion is limited to prevent the Holder from beneficially owning more than 4.99% of outstanding shares (adjustable to 9.99% with 61 days' notice).
Guidance, Risks, and Contingencies
- Stockholder Approval: Issuance of shares upon conversion is capped at 61,315,970 shares until stockholder approval is obtained to satisfy Nasdaq Listing Rule 5635(d)(2). A proxy statement must be filed prior to June 30, 2026.
- Registration Rights: The Company must file a registration statement for the resale of shares within 15 days of filing pro forma/audited statements for the Luminar asset acquisition or within 75 days of the closing date, whichever is earlier.
- Covenants: The agreement includes negative covenants limiting additional indebtedness, creation of liens, and investments.
- Events of Default: Include failure to make timely payments or comply with Exchange Act reporting requirements.
- Unregistered Securities: The notes and underlying shares were sold pursuant to Section 4(a)(2) and Rule 506 exemptions.
Investor Verification Checklist
- Verify the current cash balance and liquidity position to ensure compliance with the $21.5 million minimum liquidity covenant.
- Confirm the status of the Luminar Technologies asset acquisition and the timeline for filing the required registration statement.
- Monitor the stock price relative to the $2.00 threshold to assess the risk of forced conversion.
- Review the upcoming proxy statement for stockholder approval of the share issuance cap (61,315,970 shares).
- Assess the impact of the zero-coupon structure and potential partial redemptions on future capital requirements.