维视图像美股招股说明书(2026-05-04版)

Up to 61,315,970 Shares of Common Stock High Trail Special Situations LLC, or High Trail, and High Trail Special Situations II LLC, or High Trail II, and together with HighTrail, the Selling Stockholders, and any additional selling stockholders who may be identified in one or more prospectus supplementsmay sell, from time to time, up to 61,315,970 shares of our common stock, or the Shares, in one or more transactions. The 61,315,970 shares offered hereby are issuable pursuant to the senior secured convertible notes due 2028, or the Convertible Notes,issued by us on February 23, 2026 pursuant to the Securities Purchase and Exchange Agreement dated February 23, 2026 in a privateplacement that we consummated on February 23, 2026, or the Private Placement. The registration of these Shares does not necessarily mean that any holder will sell any of its Shares or that the Convertible Notes willbe converted into shares of common stock. We are not offering for sale any shares of our common stock pursuant to this prospectus and we will not receive any proceeds from theresale of the shares of our common stock offered hereby. We have agreed to pay certain expenses in connection with this registrationstatement. The Selling Stockholders may offer the Shares from time to time as they may determine, through public or private transactions orthrough other means, as described in the section entitled “Plan of Distribution” or a supplement to this prospectus. The SellingStockholders may offer all or part of the Shares registered hereby for resale from time to time directly to purchasers, through agentsselected by the Selling Stockholders, or to or through underwriters or dealers, at either prevailing market prices or at privatelynegotiated prices. If agents, underwriters or dealers are used in the sale of the Shares by the Selling Stockholders, such agents,underwriters or dealers will be named and their compensation described in any applicable prospectus supplement. The SellingStockholders may also sell the Shares under Rule 144 under the Securities Act of 1933, as amended, if available, rather than under thisprospectus. We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You shouldcarefully read this prospectus and any amendments or supplements, together with the additional information described under theheading “Where You Can Find More Information,” before you invest. Our common stock is traded on The Nasdaq Global Market under the symbol “MVIS.” On April 23, 2026, the closing price of ourcommon stock on The Nasdaq Global Market was $0.63 per share. The securities offered in this prospectus involve a high degree of risk. You should carefully consider the information under theheading “Risk Factors” set forth herein on page 7 and in our filings made with the Securities and Exchange Commission,which are incorporated by reference in this prospectus, in determining whether to purchase our securities. Our executive offices are located at 18390 NE 68th Street, Redmond, Washington 98052, and our telephone number is (425) 936-6847. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus is May 4, 2026. TABLE OF CONTENTS PageABOUT THIS PROSPECTUS1NOTE REGARDING FORWARD-LOOKING STATEMENTS2SUMMARY3RISK FACTORS7USE OF PROCEEDS11DESCRIPTION OF CAPITAL STOCK12SELLING STOCKHOLDERS13PLAN OF DISTRIBUTION14WHERE YOU CAN FIND MORE INFORMATION16INCORPORATION OF CERTAIN INFORMATION BY REFERENCE16LEGAL MATTERS17EXPERTS17 ABOUT THIS PROSPECTUS This prospectus is part of a shelf registration statement that we filed with the Securities and Exchange Commission, or the SEC.Pursuant to this prospectus, the Selling Stockholders may, from time to time, sell the Shares described in this prospectus in one ormore offerings if, and to the extent, the Selling Stockholders convert the Convertible Notes for shares of our common stock. A prospectus supplement and, if necessary, a free writing prospectus, may also add to, update or change information contained in thisprospectus. Accordingly, to the extent inconsistent, the information in this prospectus, including the information incorporated byreference into this prospectus, will be deemed to be modified or superseded by any inconsistent information contained in a prospectussupplement or a free writing prospectus. You should read carefully this prospectus, any applicable prospectus supplement and any freewriting prospectus, together with the additional information incorporated by reference in this prospectus described below under“Where You Can Find More Information” before making an investment in our securities. We have not authorized anyone to give you any additional information different from that contained in this prospec