We do not currently intend to pay dividends on our common stock, and any return to investors is expected
to come, if at all, only from potential increases in the price of our common stock.
At the present time, we intend to use available
funds to finance our operations. Accordingly, while payment of dividends rests within the discretion of our board of directors, no cash dividends on our common shares have been declared or paid by us and we have no intention of paying any such
dividends in the foreseeable future. Any return to investors is expected to come, if at all, only from potential increases in the price of our common stock.
USE OF PROCEEDS
We estimate that the net proceeds to us from this offering will be approximately
$ million (or approximately $ million if the underwriters over-allotment option is exercised in
full), in each case after deducting the underwriting discount and estimated offering expenses payable by us. We anticipate that the net proceeds from the sale of the securities offered under this prospectus will be used for general corporate
purposes, which may include, but are not limited to, working capital and capital expenditures. Pending the application of the net proceeds, we expect to invest the proceeds in investment-grade, interest-bearing instruments or other securities.
DESCRIPTION OF SECURITIES WE ARE OFFERING
We are offering shares of our common stock. We have granted the
underwriter an option to purchase up to additional shares of our common stock to cover over-allotments, if any.
Our Certificate of Incorporation, as amended, authorizes us to issue 100,000,000 shares of common stock, $0.001 par value per share, and
25,000,000 shares of preferred stock, $0.001 par value per share. As of December 31, 2017, there were 78,596,564 shares of common stock, and no shares of preferred stock, outstanding.
Common Stock. All outstanding common stock is, and any stock issued under this prospectus will be duly authorized, fully paid and
nonassessable. Subject to the rights of the holders of our outstanding preferred stock, holders of common stock:
||are entitled to any dividends validly declared; |
||will share ratably in our net assets in the event of a liquidation; and |
||are entitled to one vote per share. |
The common stock has no conversion rights. Holders of
common stock have no preemption, subscription, redemption, or call rights related to those shares.
American Stock Transfer &
Trust Company is the transfer agent and registrar for our common stock.
Preferred Stock. The Board of Directors has the
authority, without further action by the shareholders, to issue shares of preferred stock in one or more series and to fix the rights, preferences, privileges and restrictions thereof, including dividend rights, conversion rights, voting rights,
terms of redemption, liquidation preferences, sinking fund terms and the number of shares constituting any series or the designation of such series. The issuance of preferred stock could adversely affect the voting power of holders of our common
stock and the likelihood that such holders will receive dividend payments and payments upon liquidation may have the effect of delaying, deferring or preventing a change in control of MicroVision, which could depress the market price of our common
stock. We currently have no shares of preferred stock outstanding.