Item 1.01. Entry into a Material Definitive Agreement.
As previously disclosed in our Current Report on Form 8-K filed on December 1,
2022 with the U.S. Securities and Exchange Commission (the "SEC"), MicroVision
GmbH, a company organized under the laws of The Federal Republic of Germany and
wholly owned subsidiary of MicroVision, Inc., (together, "MicroVision" or the
"Company") entered into an Asset Purchase Agreement (the "Asset Purchase
Agreement") on December 1, 2022, with Ibeo Automotive Systems GmbH, a company
organized under the laws of The Federal Republic of Germany ("Ibeo"), pursuant
to which MicroVision agreed to acquire from Ibeo certain assets related to
Ibeo's lidar sensor business (the "Acquisition").
On January 31, 2023, MicroVision and Ibeo amended the Asset Purchase Agreement
pursuant to an Amendment Agreement to the Asset Purchase Agreement (the
"Amendment"), which provided for an amended schedule of transferred contracts,
modification to certain calculations, and establishment of a holdback in
connection with the purchase price payment mechanics. Pursuant to the Amendment,
at the closing of the Acquisition (the "Closing"), MicroVision paid to Ibeo EUR
7,000,000 (the "Initial Payment") and deposited with the escrow agent EUR
3,000,000 to be held in escrow for a maximum period of 13 months post-closing as
partial security for potential claims arising out of or in connection with the
Asset Purchase Agreement. Pursuant to the Amendment, a holdback of EUR 5,000,000
was reserved pending final calculation and determination of reimbursement(s)
calculated in accordance with the Asset Purchase Agreement, as amended.
The foregoing summary of the Asset Purchase Agreement and the Amendment, and the
transactions contemplated thereby, does not purport to be complete and is
subject to, and qualified in its entirety by, the full text of the Asset
Purchase Agreement and the Amendment, copies of which are attached as exhibits
10.1 and 10.2, respectively, to this Current Report on Form 8-K.
Item 2.01. Completion of Acquisition of Assets.
On January 31, 2023, pursuant to the terms of the Asset Purchase Agreement, as
amended, the Acquisition was consummated and Closing occurred. Pursuant to the
terms and subject to the conditions set forth in the Asset Purchase Agreement,
as amended, at the Closing MicroVision paid to Ibeo the Initial Payment.
MicroVision funded the Initial Payment with cash on hand.
Item 7.01. Regulation FD Disclosure.
On February 1, 2023, MicroVision issued a press release announcing the Closing.
A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference. The information in Exhibit 99.1 is being
furnished and shall not be deemed "filed" for the purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that Section.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses or Funds Acquired.
To the extent required, financial statements required by this item will be filed
by amendment to this Current Report on Form 8-K no later than 71 calendar days
after the date on which this Current Report on Form 8-K is required to be filed.
(b) Pro Forma Financial Information.
To the extent required, pro forma financial information required by this item
will be filed by amendment to this Current Report on Form 8-K no later than 71
calendar days after the date on which this Current Report on Form 8-K is
required to be filed.
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(c) Shell Company Transactions.
Not applicable.
(d) Exhibits.
Exhibit
No. Description
10.1* Asset Purchase Agreement, dated December 1, 2022, by and between
MicroVision GmbH and Ibeo Automotive Systems GmbH
10.2* Amendment Agreement, dated January 31, 2023, by and between
MicroVision GmbH and Ibeo Automotive Systems GmbH
99.1 Press Release of MicroVision, Inc. dated February 1, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
* The schedules and exhibits to the Asset Purchase Agreement and the Amendment
have been omitted from this filing pursuant to Item 601(a)(5) of Regulation
S-K. MicroVision will furnish copies of any such schedules and exhibits to the
Securities and Exchange Commission upon request.
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