MVIS 8-K
Microvision, Inc. (MVIS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Item 3.03. Material Modification to Rights of Security Holders.
On July 10, 2026 at the Company’s annual meeting of shareholders (the “Annual Meeting”), the shareholders of MicroVision, Inc. (the “Company”) approved an amendment (the “Certificate of Amendment”) to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to (i) effect a reverse stock split (the “Reverse Stock Split”) of the Company’s common stock, par value $.001 per share (“Common Stock”), at a ratio of 1-for-15, with every fifteen shares of issued and outstanding Common Stock being combined into one share of Common Stock, and (ii) simultaneously reduce the total authorized number of shares of the Company’s capital stock to 175,000,000 shares, consisting of (a) 150,000,000 shares of Common Stock and (b) 25,000,000 shares of preferred stock, $.001 par value.
Following approval of the Reverse Stock Split by the Company’s shareholders, the Board of Directors determined that the Reverse Stock Split is in the best interests of the Company and its shareholders and approved a ratio of 1-for-15. The Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware on July 22, 2026 to effect the Reverse Stock Split and reduce the number of authorized shares of capital stock. The Reverse Stock Split will become effective at 5:00 p.m. Eastern Time on August 1, 2026 (the “Effective Time”).
At the Effective Time, every fifteen shares of issued and outstanding Common Stock will be automatically combined into one share of Common Stock, without any change in the par value per share. No fractional shares will be issued in connection with the Reverse Stock Split. Shareholders of record who would otherwise be entitled to receive a fractional share will have their fractional share rounded up to the nearest whole share. Proportionate adjustments will be made to the number of shares of Common Stock issuable upon the exercise or conversion of the Company’s outstanding stock options, warrants, and convertible notes, as well as the exercise or conversion prices thereof, and to the number of shares reserved for issuance under the Company’s equity plans.
The Common Stock is expected to begin trading on a split-adjusted basis on The Nasdaq Stock Market at market open on August 3, 2026, under the Company’s existing trading symbol “MVIS” with a new CUSIP number of 594960403. Additional information regarding the Reverse Stock Split can be found in the Company’s definitive proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission on June 11, 2026.
As previously disclosed in our Current Report on Form 8-K filed on June 12, 2026, the Company applied to transfer its listing to The Nasdaq Capital Market, and our transfer to The Nasdaq Capital Market became effective as of July 20, 2026.
A copy of the Company’s press release announcing the Reverse Stock Split is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On July 22, 2026, the Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware to effect the Reverse Stock Split and reduce the total number of shares of capital stock that the Company shall have the authority to issue, as described in Item 3.03. above.
The Certificate of Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
Pursuant to the rules and regulations of the SEC, the attached exhibit is deemed to have been furnished to, but not filed with, the SEC.
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, dated July 22, 2026 | |
| 99.1 | Press Release of MicroVision, Inc., dated July 22, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MICROVISION, INC. | ||
| By: | /s/ Drew G. Markham | |
| Drew G. Markham | ||
| Senior Vice President, General Counsel and Secretary | ||
| Dated: July 22, 2026 | ||
Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
MICROVISION, INC.
(Pursuant to Section 242 of the
General Corporation Law of the State of Delaware)
MicroVision, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), hereby certifies as follows:
1. That the Board of Directors duly adopted resolutions (i) authorizing the Corporation to execute and file with the Secretary of State of the State of Delaware this Certificate of Amendment to the Amended and Restated Certificate of Incorporation (this “Amendment”) to (a) combine each fifteen (15) outstanding shares of the Corporation’s common stock, par value $.001 per share (the “Common Stock”), into one (1) validly issued, fully paid and non-assessable share of Common Stock and (b) reduce the total number of shares of common stock that the Corporation shall have the authority to issue to 175,000,000 shares, consisting of 150,000,000 shares of common stock, $.001 par value, and 25,000,000 shares of preferred stock, $.001 par value; and (ii) declaring this Amendment to be advisable, submitted to and considered by the stockholders of the Corporation entitled to vote thereon for approval by the affirmative vote of such stockholders in accordance with the terms of the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) and Section 242 of the General Corporation Law and recommended for approval by the stockholders of the Corporation.
2. That, upon the effectiveness of the amendment, the Certificate of Incorporation is hereby amended such that the following paragraph shall be added after the first paragraph of Article IV of this corporation’s Certificate of Incorporation:
“As of 5:00 p.m. (eastern time) on August 1, 2026 (the “Effective Time”), each fifteen (15) shares of Common Stock issued and outstanding at such time shall be combined into one (1) share of Common Stock (the “Reverse Stock Split”). The par value of the Common Stock following the Reverse Stock Split shall remain $.001 per share. No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders of record who otherwise would be entitled to receive fractional shares, will be entitled to rounding up of their fractional share to the nearest whole share. Each certificate that immediately prior to the Effective Time represented shares of Common Stock (an “Old Certificate”) shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined, subject to the elimination of fractional share interests as described above.”
3. That, upon the effectiveness of the amendment, the Certificate of Incorporation is hereby amended such that the first paragraph of Article IV of this corporation’s Certificate of Incorporation will read in its entirety as follows:
“The total number of shares of capital stock which this corporation shall have the authority to issue is one hundred seventy-five million (175,000,000) shares, consisting of (i) one hundred fifty million (150,000,000) shares of common stock, $.001 par value (“Common Stock”) and (ii) twenty-five million (25,000,000) shares of preferred stock, $.001 par value (“Preferred Stock”).”
4. That the foregoing amendments were approved by the holders of the requisite number of shares of this corporation in accordance with the Certificate of Amendment and Section 242 of the General Corporation Law.
5. That this Certificate of Amendment of Amended and Restated Certificate of Incorporation, which amends the provisions of this corporation’s Certificate of Incorporation, has been duly adopted in accordance with Section 242 of the General Corporation Law.
IN WITNESS WHEREOF, this Certificate of Amendment of Amended and Restated Certificate of Incorporation has been executed by a duly authorized officer of this corporation on this 22nd day of July, 2026.
| By: | /s/ Drew G. Markham | |
| Name: | Drew G. Markham | |
| Title: | Secretary |
Exhibit 99.1
MicroVision Announces Reverse Split of Common Stock to Support Continued Nasdaq Listing and Long-Term Growth Strategy
Reverse stock split intended to maintain Nasdaq compliance while supporting execution of the company’s commercial growth strategy
REDMOND, Wash. – July 22, 2026 – MicroVision, Inc. (NASDAQ: MVIS), a leader in advanced perception solutions for industrial, security and defense, and automotive applications, today announced that its Board of Directors has approved a reverse stock split of the company’s outstanding common stock at a ratio of 1-for-15, following authorization by shareholders at the company’s Annual Meeting of Shareholders held July 10, 2026.
The reverse stock split will become effective on August 1, 2026, and MicroVision’s common stock will begin trading on a split-adjusted basis on the Nasdaq Capital Market at the opening of trading on August 3, 2026 under the existing ticker symbol “MVIS.”
“The reverse stock split is a strategic step that supports our continued Nasdaq listing while allowing us to remain focused on executing our commercial strategy and creating long-term shareholder value,” said Glen DeVos, Chief Executive Officer of MicroVision. “Over the past year, we have transformed MicroVision into a diversified perception company with a significantly expanded technology portfolio, growing commercial engagement across industrial, security and defense, and automotive markets, and strengthened capabilities through strategic acquisitions. Our priorities remain unchanged: converting customer opportunities into revenue, expanding software-driven perception solutions, and building a business positioned for sustainable long-term growth.”
The reverse stock split is intended to increase the per-share trading price of MicroVision’s common stock to satisfy the minimum bid price requirement for continued listing on the Nasdaq Capital Market.
As a result of the reverse stock split, every 15 shares of MicroVision common stock issued and outstanding will automatically be combined into one share of common stock. The reverse stock split will reduce the number of outstanding shares proportionally, while the number of authorized shares of common stock will be reduced from 510 million to 150 million. Fractional shares will not be issued. Shareholders who would be entitled to receive fractional shares will instead be entitled to the rounding up of their fractional share to the nearest whole share.
The reverse stock split will affect all shareholders uniformly and will not alter any shareholder’s proportional ownership interest in the company, except for adjustments resulting from the treatment of fractional shares. The reverse stock split will also proportionately adjust the number of shares underlying the company’s outstanding equity awards, warrants, and other equity-based securities, as well as the applicable exercise or conversion prices.
Equiniti is serving as the exchange agent for the reverse stock split. Shareholders holding shares electronically or in book-entry form do not need to take any action. Shareholders holding certificated shares will receive instructions from Equiniti regarding the exchange of their stock certificates. Additional information regarding the reverse stock split can be found in MicroVision’s definitive proxy statement filed with the Securities and Exchange Commission on June 11, 2026.
About MicroVision
MicroVision is defining the next generation of lidar-based perception solutions for automotive, industrial, and security & defense markets. As the industry moves beyond proof of concept toward value, deployment, and commercialization, MicroVision delivers integrated hardware and software solutions designed for real-world performance, automotive-grade reliability, and economic scalability. With engineering centers in the U.S. and Germany, MicroVision leads the industry in depth and breadth of its portfolio, with both short- and long-range lidar solutions, featuring solid-state sensors with varying wavelengths, advanced sensor architectures, design-to-cost engineering, and open software solutions.
For more information, visit the Company’s website at www.microvision.com, on Facebook at www.facebook.com/microvisioninc, and LinkedIn at https://www.linkedin.com/company/microvision/.
Investor Relations Contact
Jeff Christensen
Darrow Associates Investor Relations
Media Contact
Heidi Davidson - For MicroVision
(914) 441-6862
Forward-Looking Statements
This press release contains forward-looking statements that are made pursuant to the safe harbor provisions of the federal securities laws, including statements regarding the expected benefits of the reverse stock split, Nasdaq listing compliance, commercial opportunities, customer programs, revenue growth, future business performance, long-term shareholder value, and statements containing the words “may,” “believes,” “expects,” “intends,” “plans,” “will,” “establish,” “potential,” and similar expressions are intended to identify forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially. These risks and uncertainties include, among others, the factors described under the Risk Factors section of our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission and available on our website at www.microvision.com. MicroVision cautions investors not to place considerable reliance on the forward-looking statements contained in this release. These statements speak only as of the date of this press release, and MicroVision undertakes no obligation to update or revise the statements, other than to the extent required by law. All forward-looking statements are expressly qualified in their entirety by this cautionary statement.