Form 8-K

8-K — MICROVISION, INC.

Accession: 0001493152-26-034194

Filed: 2026-07-22

Period: 2026-07-21

CIK: 0000065770

SIC: 3679 (ELECTRONIC COMPONENTS, NEC)

Item: Material Modifications to Rights of Security Holders

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-3.1 (ex3-1.htm)

EX-99.1 (ex99-1.htm)

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(d) OF

THE

SECURITIES EXCHANGE ACT OF 1934

DATE

OF REPORT (DATE OF EARLIEST EVENT REPORTED): July 21, 2026

MicroVision,

Inc.

(Exact

name of registrant as specified in its charter)

Delaware

001-34170

91-1600822

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(I.R.S.

Employer

Identification

No.)

18390

NE 68th Street

Redmond,

Washington 98052

(Address

of principal executive offices) (Zip code)

(425)

936-6847

Registrant’s

telephone number, including area code

Not

Applicable

(Former

name or former address if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

symbol(s)

Name

of each exchange on which registered

Common

stock, par value $0.001 per share

MVIS

The

NASDAQ Stock Market

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

3.03. Material Modification to Rights of Security Holders.

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”).

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.

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.

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.

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

EX-3.1

Filename: ex3-1.htm · Sequence: 2

Exhibit

3.1

CERTIFICATE

OF AMENDMENT

AMENDED

AND RESTATED CERTIFICATE OF INCORPORATION

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:

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.

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.”

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”).”

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.

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.

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

EX-99.1

Filename: ex99-1.htm · Sequence: 3

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.

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

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

MVIS@darrowir.com

Media

Contact

Heidi

Davidson - For MicroVision

heidi@galvanizeworldwide.com

(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.

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