MICROVISION, INC. — Registration Form 2025

Jun 6, 2025

S-8 1 forms-8.htm S-8

As filed with the Securities and Exchange Commission on June 6, 2025

Registration No. 333-

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

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MICROVISION, INC.

(Exact name of registrant as specified in its charter)

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Delaware	91-1600822
(State
or other jurisdiction of incorporation
or organization)	(I.R.S.
Employer Identification
No.)

| 18390
NE 68th Street Redmond,
Washington | 98052 |
| --- | --- |
| (Address
of Principal Executive Offices) | (Zip
Code) |

MicroVision, Inc. 2022 Equity Incentive Plan

(Full title of the plan)

| Drew
G. Markham | Copies
to: |
| --- | --- |
| Senior
Vice President, General Counsel, and Secretary | Thomas
Fraser |
| MicroVision,
Inc. | Ropes
& Gray LLP |
| 18390
NE 68th Street | Prudential
Tower |
| Redmond,
WA 98052 | 800
Boylston Street |
| (425)
936-6847 | Boston,
Massachusetts 02199 |
| (Name,
address and telephone of agent for service) | (617)
951-7000 |

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

| Large
accelerated filer | ☐ | Accelerated
filer | ☐ |
| --- | --- | --- | --- |
| Non-accelerated
filer | ☒ | Smaller
reporting company | ☒ |
| | | Emerging
growth company | ☐ |

If 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 7(a)(2)(B) of the Securities Act. ☐

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EXPLANATORY NOTE

This Registration Statement has been filed to register 12,000,000 additional shares of common stock to be offered pursuant to the MicroVision, Inc. 2022 Equity Incentive Plan (as amended, the “Plan”). 33,800,000 shares of common stock were previously registered for issuance pursuant to the Plan. Pursuant to Instruction E to Form S-8, the Registrant incorporates by reference into this Registration Statement the entire contents of the Registration Statement on Form S-8 (File No. 333-265489) filed with the Securities and Exchange Commission on June 8, 2022.

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 8. Exhibits.

EXHIBIT INDEX

| Number | Title
of Exhibit |
| --- | --- |
| 4.1 | Amended
and Restated Certificate of Incorporation of MicroVision, Inc., as amended. (l) |
| 4.2 | Certificate
of Amendment to the Amended and Restated Certificate of Incorporation of MicroVision, Inc. (2) |
| 4.3 | Certificate
of Amendment to the Amended and Restated Certificate of Incorporation of MicroVision, Inc. dated June 7, 2018. (3) |
| 4.4 | Certificate
of Amendment to the Amended and Restated Certificate of Incorporation of MicroVision, Inc. dated October 8, 2020. (4) |
| 4.5 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of MicroVision, Inc., dated May 18, 2023. (5) |
| 4.6 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of MicroVision, Inc., dated June 6, 2025. (6) |
| 4.7 | Amended and Restated Bylaws of MicroVision, Inc. (7) |
| 4.8 | MicroVision,
Inc. 2022 Equity Incentive Plan, as amended. |
| 4.9 | Form of specimen certificate for common stock. (8) |
| 4.10 | Form of Performance-Based Restricted Stock Unit Agreement. (9) |
| 5.1 | Opinion
of Ropes & Gray LLP. |
| 23.1 | Consent
of Independent Registered Public Accounting Firm—Baker Tilly (US) LLP. |
| 23.2 | Consent
of Ropes & Gray LLP (included in Exhibit 5.1). |
| 24.1 | Power
of Attorney (included on signature page). |
| 107 | Filing
Fee Table. |
| * | Filed
herewith. |

| (1) | Incorporated
by reference to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2009. |
| --- | --- |
| (2) | Incorporated
by reference to the Company’s Current Report on Form 8-K filed on February 17, 2012. |
| (3) | Incorporated
by reference to the Company’s Amendment No. 2 to Form S-1 Registration Statement, Registration No. 333-222857. |
| (4) | Incorporated
by reference to the Company’s Current Report on Form 8-K filed on October 9, 2020. |
| (5) | Incorporated
by reference to the Company’s Current Report on Form 8-K filed on May 19, 2023. |
| (6) | Incorporated
by reference to the Company’s Current Report on Form 8-K filed on June 6, 2025. |
| (7) | Incorporated
by reference to the Company’s Current Report on Form 8-K filed on July 14, 2023. |
| (8) | Incorporated
by reference to the Company’s Post-Effective Amendment to Form S-3 Registration Statement, Registration No. 333-102244. |
| (9) | Incorporated
by reference to Company’s Form S-8 Registration Statement filed on June 8, 2022. |

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Redmond, State of Washington, on the 6th day of June, 2025.

| MICROVISION,
INC. | |
| --- | --- |
| By: | /s/
Drew G. Markham |
| Name: | Drew
G. Markham |
| Title: | Senior
Vice President, General Counsel & Secretary |

POWER OF ATTORNEY AND SIGNATURES

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Sumit Sharma, Anubhav Verma and Drew G. Markham, and each of them, either of whom may act without the joinder of the other, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and re-substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement on Form S-8, and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or her or their substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirement of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated below on the 6th day of June, 2025.

Signature	Title
/s/
Sumit Sharma	Chief
Executive Officer and Director
Sumit
Sharma	(Principal
Executive Officer)
/s/
Anubhav Verma	Chief
Financial Officer
Anubhav
Verma	(Principal
Financial Officer and Principal Accounting Officer)
/s/
Simon Biddiscombe	Director
Simon
Biddiscombe
/s/
Robert P. Carlile	Director
Robert
P. Carlile
/s/
Jeffrey Herbst	Director
Jeffrey
Herbst
/s/
Peter Schabert	Director
Peter
Schabert
/s/
Jada Smith	Director
Jada
Smith
/s/
Mark Spitzer	Director
Mark
Spitzer

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