维视图像美股招股说明书(2026-06-24版)

MicroVision, Inc. Common Stock We have entered into a sales agreement with Deutsche Bank Securities Inc., Mizuho Securities USA LLC and Craig-Hallum CapitalGroup LLC, or the Sales Agents, on March 5, 2024, as amended on June 12, 2026, relating to the sale of up to $150,000,000 of sharesof our common stock, $0.001 par value per share, or the Sales Agreement. Subject to the terms and conditions of the Sales Agreement,we may offer and sell shares of our common stock from time to time through the Sales Agents, acting as our agents, or directly to theSales Agents, acting as principals. Our shares are quoted on The Nasdaq Global Market under the symbol “MVIS.” On June 11, 2026, the last reported sale price of ourcommon stock on The Nasdaq Global Market was $0.36 per share. Sales of our common stock, if any, under this prospectus may be made in sales deemed to be “at the market” equity offerings asdefined in Rule 415 promulgated under the Securities Act of 1933, as amended, or the Securities Act, including sales made directly onor through The Nasdaq Global Market, the existing trading market for our common stock, sales made to or through a market makerother than on an exchange or otherwise, in negotiated transactions at market prices prevailing at the time of sale or at prices related tosuch prevailing market prices, and/or any other method permitted by law. The Sales Agents are not required to sell a certain number ofshares or dollar amount of our common stock. The Sales Agents will use commercially reasonable efforts to sell on our behalf all ofthe shares of common stock requested to be sold by us, consistent with their normal trading and sales practices, on mutually agreedterms between the Sales Agents and us. There is no arrangement for funds to be received in any escrow, trust or similar arrangement. The Sales Agents will each be entitled to a commission equal to 3% of the gross sales price per share sold by such Sales Agent underthe Sales Agreement. In connection with the sale of the common stock on our behalf, each Sales Agent may be deemed to be an“underwriter” within the meaning of the Securities Act, and the compensation of the Sales Agent may be deemed to be underwritingcommissions or discounts. Under the terms of the Sales Agreement, we may also sell shares of our common stock to a Sales Agent, acting as principal, at a priceper share to be agreed upon at the time of sale. If we sell shares to a Sales Agent as principal, we will enter into a separate termsagreement with that Sales Agent. Investing in our common stock involves a high degree of risk. Please see the section entitled “Risk Factors” beginning on page5 of this prospectus, for a discussion of important risks that you should consider before making an investment decision. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Craig-Hallum Deutsche Bank Securities Mizuho The date of this prospectus is June 23, 2026. TABLE OF CONTENTS PageABOUT THIS PROSPECTUS1PROSPECTUS SUMMARY2THE OFFERING3NOTE REGARDING FORWARD-LOOKING INFORMATION4RISK FACTORS5USE OF PROCEEDS7DILUTION8DESCRIPTION OF SECURITIES WE ARE OFFERING9PLAN OF DISTRIBUTION10LEGAL MATTERS12EXPERTS12WHERE YOU CAN FIND MORE INFORMATION12DOCUMENTS INCORPORATED BY REFERENCE12 ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission, or theSEC. You should read carefully this prospectus, any applicable prospectus supplement and any free writing prospectus, together withthe additional information incorporated by reference in this prospectus described below under “Where You Can Find MoreInformation” before making an investment in our securities. We incorporate by reference important information into this prospectus. You may obtain the information incorporated by reference intothis prospectus without charge by following the instructions under “Documents Incorporated by Reference” and “Where You Can FindMore Information” in this prospectus. You should carefully read this prospectus, as well as additional information described under“Documents Incorporated by Reference,” before deciding to invest in shares of our common stock. If the information in, orincorporated by reference in, this prospectus conflicts with information in a document incorporated by reference herein or therein, theinformation in, or incorporated by reference in, this prospectus shall control. All references in this prospectus to “MicroVision,” “the Company,” “we,” “us” or “our” mean MicroVision, Inc., unless we stateotherwise, or the context otherwise requires. In making your investment decision, you should rely only on the information contained or incorporated by reference in thisprospectus, any accompanying prospectus supplement or in