2024-06-30

 2025-03-20

 2025-02-04
 2025-02-04

 2025-03-31

 us-gaap: LetterOfCreditMember
 MVIS:HeadquartersMember

 us-gaap: LetterOfCreditMember
 MVIS:GeneralOfficeAndLabSpaceMember

 us-gaap: LetterOfCreditMember
 MVIS:OfficeSpaceMember

 MVIS:PerceptionSoftwareMember

 MVIS:ReferenceSoftwareMember

 srt: MinimumMember

 srt: MaximumMember

 MVIS:OneCustomerMember

 MVIS:TwoCustomerMember

 MVIS:ThreeCustomerMember

 MVIS:OneCustomerMember

 MVIS:TwoCustomerMember

 MVIS:OneCustomerMember

 MVIS:TwoCustomerMember

 us-gaap: AccountsReceivableMember
 MVIS:CustomersMember

 MVIS:OutstandingOptionsExercisableIntoCommonStockMember

 MVIS:OutstandingOptionsExercisableIntoCommonStockMember

 MVIS:OutstandingOptionsExercisableIntoCommonStockMember

 MVIS:NonvestedRestrictedAndPerformanceStockUnitsMember

 MVIS:NonvestedRestrictedAndPerformanceStockUnitsMember

 MVIS:NonvestedRestrictedAndPerformanceStockUnitsMember

 MVIS:NonvestedRestrictedAndPerformanceStockUnitsMember

 2024-03-31

 2023-03-31

 MVIS:OrderBacklogMember

 MVIS:CorporateDebtAndUsTreasurySecuritiesMember

 MVIS:CorporateDebtAndUsTreasurySecuritiesMember

 2024-10-14

 2024-10-14
 2024-10-14

 2025-05-31

 2025-06-01

 2024-10-14

 2025-05-01

 MVIS:PurchaseAgreementMember

 2024-12-01
 2024-12-30

 us-gaap: MeasurementInputExpectedTermMember

 us-gaap: MeasurementInputExpectedTermMember

 us-gaap: MeasurementInputRiskFreeInterestRateMember

 us-gaap: MeasurementInputRiskFreeInterestRateMember

 us-gaap: MeasurementInputExpectedDividendRateMember

 us-gaap: MeasurementInputExpectedDividendRateMember

 us-gaap: MeasurementInputOptionVolatilityMember

 us-gaap: MeasurementInputOptionVolatilityMember

 us-gaap: MeasurementInputDiscountRateMember

 us-gaap: MeasurementInputDiscountRateMember

 us-gaap: AssetManagementArrangementMember

 2024-06-30
 2024-06-30

 us-gaap: AssetManagementArrangementMember

 us-gaap: MachineryAndEquipmentMember

 us-gaap: MachineryAndEquipmentMember

 us-gaap: LeaseholdImprovementsMember

 us-gaap: LeaseholdImprovementsMember

 us-gaap: ComputerEquipmentMember

 us-gaap: ComputerEquipmentMember

 us-gaap: OfficeEquipmentMember

 us-gaap: OfficeEquipmentMember

 MVIS:BacklogMember

 MVIS:BacklogMember

 MVIS:BacklogMember

 MVIS:BacklogMember

 us-gaap: CostOfSalesMember

 us-gaap: ResearchAndDevelopmentExpenseMember

 us-gaap: ResearchAndDevelopmentExpenseMember

 us-gaap: ResearchAndDevelopmentExpenseMember

 us-gaap: ResearchAndDevelopmentExpenseMember

 MVIS:SalesMarketingGeneralAndAdministrativeExpenseMember

 MVIS:SalesMarketingGeneralAndAdministrativeExpenseMember

 MVIS:SalesMarketingGeneralAndAdministrativeExpenseMember

 2020-12-31

 2021-01-01

 MVIS:ShareBasedPaymentArrangementNonExecutiveEmployeesMember
 MVIS:AnnualandShortTermIncentiveAwardsMember

 MVIS:ShareBasedPaymentArrangementNonExecutiveEmployeesMember
 MVIS:NewHireGrantsMember

 MVIS:ShareBasedPaymentArrangementExecutiveEmployeesMember
 MVIS:AnnualandShortTermIncentiveAwardsMember

 us-gaap: RestrictedStockUnitsRSUMember

 us-gaap: RestrictedStockUnitsRSUMember

 MVIS:ShareBasedPaymentArrangementExecutiveMember

 MVIS:ShareBasedPaymentArrangementExecutiveMember

 MVIS:ShareBasedPaymentArrangementNonExecutiveMember

 2021-09-01
 2021-09-30

 2023-04-01
 2023-06-30

 2025-02-13
 2025-02-13

 MVIS:FirstLeaseMember

 2022-04-01
 2022-04-30

 MVIS:FirstLeaseMember

 MVIS:SecondLeaseMember

 2022-09-01
 2022-09-30

 MVIS:SecondLeaseMember

 MVIS:ThirdLeaseMember

 MVIS:ThirdLeaseMember

 2022-09-01
 2022-09-30

 MVIS:FinancialLeaseMember

 MVIS:FinancialLeaseMember

 2024-07-01
 2024-09-30

 us-gaap: PurchaseCommitmentMember

 2025-12-31

 2026-12-31

 MVIS:AgentsMember

 2024-03-01
 2024-03-31

 MVIS:AgentsMember

 2024-03-01
 2024-03-31

 MVIS:AgentsMember

 MVIS:AgentsMember

 2023-06-01
 2023-06-30

 2023-06-01
 2023-06-30

 MVIS:SalesAgreementMember

 2023-06-01
 2023-06-30

 2021-06-01
 2021-06-30

 2021-06-01
 2021-06-30

 2023-03-31

 us-gaap: ResearchMember

 us-gaap: SellingAndMarketingExpenseMember

 us-gaap: GeneralAndAdministrativeExpenseMember

 2025-01-31
 2025-01-31

 2025-02-04
 2025-02-04

 2025-02-20
 2025-02-20

 2025-02-21
 2025-02-21

 2025-09-01
 2026-03-01

 2024-10-01

 utr:sqft

 MVIS:Employees

 MVIS:Segment

 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

 (Mark
one)

 ANNUAL
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended December 31, 2024

 OR

 TRANSITION
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the transition period from __________ to __________

 Commission
file number: 001-34170

Inc.

 (Exact
name of registrant as specified in its charter)

 Delaware

 91-1600822

 (State
 or Other Jurisdiction of

 Incorporation
 or Organization)

 (I.R.S.
 Employer

 Identification
 Number)

 18390
NE 68th Street

 Redmond,
 Washington 98052

 (Address
of Principal Executive Offices, including Zip Code)

 (425) 936-6847

 (Registrant's
Telephone Number, including Area Code)

 Securities
registered pursuant to Section 12(b) of the Act:

 Title
 of Each Class

 Trading
 Symbol

 Name
 of Each Exchange on Which Registered

 Common
 Stock, $0.001 par value per share

 MVIS

 The
 Nasdaq Stock Market LLC

 Securities
registered pursuant to Section 12(g) of the Act: None

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 Yes
 No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

 Yes
 No

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

 Yes
 No

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).

 Yes
 No

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 13(a) of the Exchange Act.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to § 240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

 Yes
 No

 The
aggregate market value of common stock held by non-affiliates of the registrant as of June 30, 2024 was approximately $ 222.0 million
(based upon the closing price of $1.06 per share for the registrant's common stock as reported by the Nasdaq Global Market on that
date).

 The
number of shares of the registrant's common stock outstanding as of March 20, 2025 was 245,004,785.

 DOCUMENTS
INCORPORATED BY REFERENCE

 Portions
of the registrant's definitive Proxy Statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A
in connection with the registrant's 2025 Annual Meeting of Shareholders (the "2025 Proxy Statement") are incorporated
herein by reference in Part III of this Annual Report on Form 10-K to the extent stated herein.

 MICROVISION,
INC.

 ANNUAL
REPORT ON FORM 10-K

 FOR
THE YEAR ENDED DECEMBER 31, 2024

 TABLE
OF CONTENTS

 Page

 Part
 I.

 Item
 1.

 Business

 Item
 1A.

 Risk
 Factors

 Item
 1B.

 Unresolved
 Staff Comments

 Item 1C.

 Cybersecurity

 Item
 2.

 Properties

 Item
 3.

 Legal
 Proceedings

 Item
 4.

 Mine
 Safety Disclosures

 Item
 4A. Executive Officers of the Registrant

 Part
 II.

 Item
 5.

 Market
 for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of
 Equity Securities

 Item
 6.

 Reserved

 Item
 7.

 Management's
 Discussion and Analysis of Financial Condition and Results of Operations

 Item
 7A.

 Quantitative
 and Qualitative Disclosures About Market Risk

 Item
 8.

 Financial Statements and Supplementary Data

 Item
 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item
 9A.

 Controls and Procedures

 Item
 9B.

 Other Information

 Item
 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Part III.

 Item
 10.

 Directors, Executive Officers and Corporate Governance

 Item
 11.

 Executive Compensation

 Item
 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item
 13.

 Certain Relationships and Related Transactions and Director Independence

 Item
 14.

 Principal Accounting Fees and Services

 Part IV.

 Item
 15.

 Exhibits, Financial Statement Schedules

 Item
 16.

 Form 10-K Summary

 Signatures

 PART
I.

 Preliminary
Note Regarding Forward-Looking Statements

 This
Annual Report contains forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities
Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and is subject to the
safe harbor created by those sections. Such statements may include, but are not limited to, projections of revenues and expenses, and
measures of income or loss, status of product development and performance, market opportunity and future demand, partner and customer
engagement, cooperative agreements, strategic plans, future operations, financing needs or plans of MicroVision, Inc. ("we,"
"our," or "us"), as well as assumptions relating to the foregoing. The words "anticipate," "could,"
"believe," "estimate," "expect," "goal," "may," "plan," "will,"
and similar expressions identify forward-looking statements. Factors that could cause actual results to differ materially from those
projected in our forward-looking statements include risk factors identified below in Item 1A.

 ITEM
1. BUSINESS

 Overview

Inc. is committed to driving the global adoption of our proprietary products, which leverage our deterministic AI "at the edge" with our
innovative perception and application software running on our diverse lidar sensors. Our solutions enable ADAS and autonomy features
for customers in a wide range of industries, including robotics, automated warehouse, agriculture, mining, military, and automotive. Our deterministic
AI at the edge software running on our sensors enables intelligent autonomous, active safety, and automation systems which depend on
secure, cost-effective, and energy-efficient solutions. This software has been developed in close collaboration with our automotive customers
and we are now rapidly expanding with it into new industrial and commercial vehicle sectors.

 With
engineering teams based in Redmond, Washington and Hamburg, Germany, we develop and supply integrated solutions built on our
perception software stack, incorporating application software and processing data from differentiated sensor systems. Our extensive
experience in developing and productizing core lidar hardware and software components, along with our expertise in edge computing,
positions us as a valuable commercial partner capable of delivering high-value, low-power products.

 Founded
in 1993, MicroVision, Inc. is a pioneer in laser beam scanning, or LBS technology, which is based on our patented technology in micro-electromechanical
systems, or MEMS, laser diodes, opto-mechanics, electronics, algorithms and software and how those elements are packaged into a small
form factor. Throughout our history, we have combined our proprietary technology with our development expertise to create innovative
solutions to address existing and emerging market needs, such as augmented reality microdisplay engines; interactive display modules;
consumer lidar components; and, more recently, lidar sensors and software solutions for industrial, automotive, and military markets.

 In
January 2023, we acquired certain strategic assets of Germany-based Ibeo Automotive Systems GmbH, which was founded in 1998 as a
lidar hardware and software provider. Ibeo developed and launched the first lidar sensor to be automotive qualified for serial
production with a premium, or Tier 1, automotive supplier and that is currently available in passenger cars by premium original equipment manufacturers, or OEMs. Ibeo
developed software solutions, including perception and validation software, which are also used by premium OEMs. In addition, Ibeo
sold its products for non-automotive uses such as industrial, agriculture, smart infrastructure and robotics
applications.

 Our
integrated solution, built on our perception software stack, combines our lidar sensors, both MEMS-based and flash-based, and
application software targeted for sale to industrial mobility and autonomy companies, automotive OEMs and Tier 1 suppliers, and
defense contractors. Our deterministic AI at the edge enables critical decisions to be made locally and independent of the cloud,
leading to faster responses, improved data privacy, and reduced costs. Our mature perception software stack has met the rigorous
requirements of automotive qualification and incorporates advanced features, like localization and fusion. Our lidar sensors include
MAVIN, a MEMS-based long-range sensor capable of small object detection, and MOVIA, a flash-based short- to mid-range sensor, both
suitable for industrial and automotive applications. We also develop customer-specific application software, allowing expansion into
a wide array of sectors.

 Our
product suite also includes our validation software tool, the MOSAIK suite, which is targeted for use by OEMs and Tier 1s for validating
vehicle sensors for ADAS and autonomous driving, or AD, applications. In 2024, we reduced the dedicated resources and investment into further development of
MOSAIK. Specifically, in 2024, in an effort to better align our resources with our product plan, we restructured and reorganized our
workforce and related expenditures to strategically focus on our perception software and MAVIN and MOVIA products. While this 41% reduction
in workforce added approximately $6.0 million to our fiscal year 2024 expenses, we expect this action to extend our financial runway
through reduced personnel expenses and other operational efficiencies. See Part II, Item 8, Note 14. Restructuring Charges for
additional discussion.

 In
the recent past, we developed micro-display concepts and designs for use in head-mounted augmented reality, or AR, headsets and developed
a 1440i MEMS module supporting AR headsets. This technology was integrated into products marketed to consumer and military sectors.

 Although
our development and productization efforts are now focused on the software and sensors underpinning our autonomy and mobility solutions,
our revenues in the fiscal years ended December 31, 2023 and 2022 were largely derived from one customer, Microsoft Corporation, related
to components that we developed for a high-definition display system. Our arrangement with this customer generated royalty income, which
we do not expect to continue in future periods.

 To
date, we have been unable to secure customers at the scale needed to successfully launch our products. We have incurred significant losses
since inception and we expect to continue to incur significant losses in the near term. We have funded our operations to date primarily
through the sale of common stock, convertible preferred stock, warrants, the issuance of convertible debt and, to a lesser extent, from
development contract revenues, product sales and licensing activities. In October 2024, we entered into a securities purchase agreement
with an institutional investor for the sale of up to $75.0 million in senior secured convertible notes. See Part II, Item 8, Note
7. Notes Payable and Derivative Liability. In February 2025, we entered into another securities purchase agreement with the same
institutional investor for the issuance and sale of $8.0 million in shares of common stock, plus warrants to purchase additional shares
of common stock for approximately $9.0 million. See Part II, Item 8, Note 16. Subsequent Events.

Inc. was founded in 1993 as a Washington corporation and reincorporated in 2003 under the laws of the State of Delaware. Our headquarters
is located at 18390 NE 68th Street, Redmond, Washington 98052, and our telephone number is (425) 936-6847.

 Our
annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports are available
free-of-charge from the investor page of our website, accessible at www.microvision.com, as soon as reasonably practicable after such
material is electronically filed with the Securities and Exchange Commission, or SEC. Copies of these filings may also be obtained by
visiting the SEC's website, www.sec.gov, which contains current, quarterly and annual reports, proxy and information statements
and other information regarding issuers that file electronically.

 Our
Industry and Market Strategy

 Our perception solutions address autonomy and mobility opportunities and challenges in a variety of markets, with
our primary focus being industrial markets, including robotics, warehouse automation, agriculture, and mining, as well as automotive advanced
driver assistance systems, or ADAS, and autonomous driving, or AD, and military applications.

 In
the industrial sector, we believe that our core technology is integral in the automated guided vehicle, or AGV, and autonomous
mobile robot, or AMR, markets. We target our solutions for sale to OEMs in the AGV and AMR markets, as well as to companies in
sectors that use their products. The advancement of warehouse and stockyard automation, integrated autonomous supply chains, and
enhanced pickup and delivery systems requires cutting-edge innovation in the sensor systems guiding AMRs and traditional AGVs. Smart
farming and automated mining operations improve safety, efficiency, productivity, and sustainability by leveraging our lidar sensors
and perception software solutions.

 Our
lidar sensors and perception software were initially developed to address the needs of the Level 2+, or L2+, and Level 3, or L3,
ADAS markets to be used in automotive safety and autonomous driving applications. Our solution-based development approach recognizes
two key realities of the L2+ and L3 markets: that safety is mission critical and that automotive OEMs require cost efficiency and
integration adaptability. With these factors in mind, we believe that our best-in-class lidar sensors and perception software
support critical safety needs by providing the highest resolution at range, thus enabling ADAS features, such as automatic emergency braking, forward collision warning, and
automatic emergency steering, at higher speeds of operation than most competing products.

 Moreover,
we tailor our solution to meet the needs of industrial and automotive OEMs, integrating our lidar and edge computing to support
high-level capabilities, save development cost and time for OEMs with no training required for our sensor-fused output, reduce
system cost by requiring fewer and cheaper sensors and reduced processing, and enable seamless integration with an OEM's
existing architecture. Our unique solution for the AGV/AMR and the L2+/L3 markets, we believe, has the potential to achieve our
goal of enabling mission-critical safety systems while solving for OEMs' cost and integration objectives.

 With
this customer-centric approach, our go-to-market strategy depends on building partnerships with OEMs, Tier-1 automotive suppliers,
and industrial operators, and also with silicon companies to support our solution on their compute platforms. Our strategy includes working to establish direct marketing
and co-development relationships and we may also derive revenue in the form of licensing revenue.

 Beyond industrial and automotive, our strategy includes targeting our perception solutions and core technologies
for military applications. Drawing on MicroVision's history as a supplier of innovative technology to the military, such as its
high-definition wearable display technologies, we believe our solutions and technologies provide compelling use cases in the expanding
defense tech sector.

 Our
Technology and Competitive Strength

 We
believe a significant competitive strength for us today is the maturity of our perception software stack and our MAVIN and
MOVIA technologies, as well as our validation tool chain in MOSAIK. The key differentiator for our offerings lies in our capability to provide an integrated and validated hardware and software solution for
automotive and industrial customers. Core to our perception software, lidar sensors, and custom ASICs is proprietary technology that we have been developing,
refining, productizing and protecting for nearly 30 years.

 MicroVision's perception software efficiently enables small object detection, lane detection, road boundaries,
and dynamic object tracking and classification. Object recognition is at the core of our perception solution, classifying objects and
road users as well as small obstacles and overhanging loads, which is achieved using sophisticated algorithms to interpret complex visual
information from one or multiple sensors. Our perception solution delivers highly accurate environment representation, thus enabling industrial
and automotive customers to achieve reliable and efficient autonomous and mobility applications.

 The integration of our perception software into our lidar sensors reduces power consumption and space needs by utilizing
a highly efficient system-on-chip, or SoC, and optimizing our perception software for processing sensor measurements directly on the sensors.
As external ECU hardware is expensive, our integrated solution lowers costs and the system architecture is simplified as the sensor-specific
perception processing occurs seamlessly within the sensor.

 Our
flash-based, solid-state lidar technology, which comprises our MOVIA family of sensors, was developed according to highly rigorous automotive-grade
standards, delivering reliability in a small form factor suitable for a variety of applications in industrial, automotive, and other
environments. The robust and versatile MOVIA L sensor has no moving parts and sustains a 50G shock load, while it outputs a high-resolution,
4D point cloud. The smaller MOVIA S is intended to address short-range automotive applications. Integrated with our perception software,
MOVIA sensors have low power consumption requirements and perform well in adverse weather conditions.

 Our micro-electromechanical systems, or MEMS-based high-speed lidar sensors, which we call MAVIN, use our pioneering
laser beam scanning (LBS) technology. Our patented LBS technology combines a MEMS scanning mirror, laser diode
light sources, electronics, and optics that are controlled using our proprietary system control algorithms along with edge computing
and machine learning in some systems. The MEMS scanning mirror is a key component of our technology system and is one of our core
competencies. Our MEMS scanning mirror is a silicon device that oscillates in a precisely controlled closed loop pattern so that we
can place a pixel of light at a precise point. This allows us to generate a projected image pixel-by-pixel for use in lidar sensing
and display. Scanning modules with our technology can be designed to operate in one of three different modes: lidar sensing only,
display and lidar sensing combined, and display only. We believe that our proprietary technology offers significant advantages over
other lidar sensing systems and traditional displays.

 Early
applications of our proprietary technology included heads up displays for the U.S. military and automotive systems. The contemplated
uses of our technology require incorporation of our components into the products of other companies or partners. More recently, our technology
can be found in a Microsoft heads up display product. In the past, we have worked with other global brands to incorporate our core technology
into their consumer products.

 The
long-range MAVIN lidar sensor is designed to, and we believe can, meet or exceed OEM specifications, performing
to 220 meters of range with an output resolution of up to 14.0 million points per second. Our hardware delivers a high point cloud density
for a single-channel sensor. In addition to providing a low-latency, high-resolution point cloud
at range, our sensor enables fast and accurate
path planning and maneuvering of the vehicle. Our proprietary scan locking feature ensures that our sensor is immune from interference
from sunlight and from other lidar sensors. Although developed for automotive applications, MAVIN is suitable for industrial and military applications that require
long-range solutions.

 Our
Products and Revenue Strategy

 Our
product suite includes our perception software, MEMS-based high-speed automotive lidar sensors, flash-based
automotive lidar sensor, lidar sensors for non-automotive industrial markets, and reference and validation software. We also provide
engineering services in connection with these hardware and software products, as well as development of custom application software.

 Our
perception software integrated with our lidar hardware is targeted for sale to a wide variety of markets, including industrial,
automotive, and defense. Our perception software was developed in collaboration with an automotive OEM customer and successfully
passed through that OEM's development qualification processes.

Our MOVIA line of lidar sensors, are also based on technology developed according to automotive-grade standards, featuring variable
scan frequency, high resolution, a modular optics concept, and low power consumption. The availability of our MOVIA sensors support
a revenue strategy that includes royalty revenues from automotive production, as well as sales in multiple markets including
industrial, smart infrastructure, robotics, and commercial vehicles. Our MAVIN lidar system is targeted for sale to automotive OEMs and Tier 1 automotive suppliers, though is also suitable
for industrial and military applications that require a robust solution with long-range detection.

 In the industrial sector, we are focused on opportunities involving AGVs and AMRs, cobots, and mobile autonomous
vehicles, or MAVs, where our key differentiating features include various combinations of low power consumption, an integrated solution,
embedded localization software, and small object detection. Revenue would be derived from volume supply and licensing arrangements with
automated warehouse operators, materials handling OEMs, and robotics manufacturers, among others in the industrial sector. Our solutions
in the automotive industry target advanced driver assistance systems, or ADAS, and autonomous driving, or AD, needs of automotive OEMs
and Tier 1 automotive suppliers with revenue derived from high-volume supply agreements.

and Development

 We
believe our research and development efforts have earned us a leadership position in the field of lidar sensors, LBS technology and
applications as applied to automotive, industrial, military and defense, consumer electronics, and other markets. Our ability to
attract customers and grow revenue will depend on our ability to maintain our technology leadership, to continually improve
performance, reduce costs, and ensure functional safety and flexible design. Our research and development teams as of December 31,
2024 were located in Redmond, Washington, and Hamburg, Germany and were comprised of approximately 130 engineering and technical
staff in optics, software engineering, electrical engineering, product engineering, and MEMS design.

 Sales
and Marketing

 Our
sales and marketing approach is account based, business-to-business targeting of industrial equipment and automotive OEMs, as well
as end-users of their products, automated warehouse operators, agriculture and mining companies, automotive Tier 1 suppliers,
defense tech companies, and potential customers in several other industrial markets. Our business development efforts are headed by
executive management and business development representatives and are supported by engineers that assist customers during the design
cycles of products. We have business development offices for our automotive and industrial solutions located in Germany and the
United States. We engage potential customers directly, participate in trade shows, and maintain a website.

 Manufacturing

 We
continue to invest in our manufacturing capabilities, evaluating long-term Tier 1 relationships and establishing new relationships with
contract manufacturers, as we drive toward our goal of serving as a Tier 1 supplier to automotive OEM customers. When we have produced
products or components, our products were manufactured by a contract manufacturer based on our proprietary design, process, test, quality,
and reliability standards and incorporated our core technologies, including MEMS and ASICs that were produced to order by semiconductor
foundries. To date, our manufacturing has not been subject to seasonal variations as our shipments have been relatively small and in
the early stages of product introduction. In the future, depending on our customers' product mix, we may be affected by seasonal
fluctuations which could affect working capital demands. Many of the raw materials used in our components are standard, although our
MEMS, MEMS die, and ASICs have historically been manufactured to our specifications by separate single-source suppliers.

 Competitive
Conditions

 Many
companies have developed and are attempting to develop lidar sensors and autonomy and mobility solutions; the competitive landscape
is highly crowded and rapidly evolving. We compete with pureplay lidar developers, most of which have raised and exhausted
significant capital in their development and production efforts. Some of these companies have announced partnerships with OEMs, Tier
1 suppliers, and contract manufacturers that, even if nonexclusive, may appear more credible than we do in the marketplace. We also
face competition from industrial and automotive OEMs and automotive Tier 1 suppliers that have internally developed lidar sensors.
All of these OEMs and Tier 1s are significantly larger, more well-resourced, have long operating histories and enjoy relevant brand
recognition. Many lidar developers are also building ADAS solutions with which our solutions compete. Our competitors may succeed in
developing innovative technologies and products that could render our technology or products commercially infeasible or
technologically obsolete.

 The
autonomy, mobility, and lidar sensing industries have been characterized by rapid and significant technological advances. Our
perception solutions, technology systems, and sensor products may not be competitive with such advances, and we may not have
sufficient funds to invest in new technologies, products or processes. Although we believe our technology and solutions could
deliver higher performance and have other advantages, manufacturers of competing technologies may develop improvements that could reduce or eliminate the anticipated advantages of our solutions.

 Intellectual
Property and Proprietary Rights

 We
create intellectual property from three sources: internal research and development activities, technology acquisitions, and performance
on development contracts. The inventions covered by our patent applications generally relate to systems controls in our LBS technology,
component miniaturization, power reduction, feature enhancements, specific implementation of various system components, and design elements
to facilitate mass production. Protecting these key-enabling technologies and components is a fundamental aspect of our strategy to penetrate
diverse markets with unique products. As such, we intend to continue to develop our portfolio of proprietary and patented technologies
at the system, component, and process levels.

 We
believe our extensive patent portfolio is the largest, broadest, and earliest filed LBS technology portfolio. We currently have over
700 issued patents and pending patents worldwide. As our technology develops, we not only apply for new patents but we also
periodically review our patent portfolio and eliminate patents that are deemed of low value. Moreover, the number of patents in our
portfolio will vary at any given time as patents may expire or be abandoned to better utilize
resources expended to maintain and generate new intellectual property.

 Our
ability to compete effectively in the markets we may enter may depend, in part, on our ability and the ability
of our licensors to maintain the proprietary nature of the relevant technologies.

 We
also rely on unpatented proprietary technology. To protect our rights in these areas, we require all employees, and where appropriate,
contractors, consultants, advisors and collaborators, to enter into confidentiality and non-compete agreements. There can be no assurance,
however, that these agreements will provide meaningful protection for our trade secrets, know-how or other proprietary information in
the event of any unauthorized use, misappropriation or disclosure of such trade secrets, know-how or other proprietary information.

 We
have registered names and phrases, including "MAVIN," "MOVIA," "MOSAIK, "SAFE MOBILITY AT THE SPEED
OF LIFE," and "MicroVision," with the United States Patent and Trademark Office and in
various foreign countries.

 Our
Employees, People Operations, and Workplace Safety

 At
the end of fiscal year 2024, throughout our global offices, we had approximately 185 predominantly full-time employees. We do not hire
seasonal workers and none of our employees are represented by a labor union or works council.

 Our
principal objectives with respect to our workforce are to attract, retain, motivate, and reward our employees to achieve positive results
for our customers and for MicroVision. To achieve these objectives, our employee benefit programs seek to (i) support skill building
and prepare our employees for advancement through continuous learning, (ii) reward our employees through compensation awards and resources
intended to motivate our employees and promote well-being, and (iii) continuously identify opportunities for development through regular
employee input and engagement. We offer competitive compensation and benefits.

 We
also strive for excellence and inclusivity among our employees, management, and board of directors, and seek to promote job
opportunities to a wide pool of qualified candidates who can bring multiple perspectives and a variety of backgrounds and
experiences into our workplace. We are also committed to providing an inclusive work environment free of discrimination or
harassment of any kind, supported by our leadership team and through our policies, communications, and reporting and resolution
resources.

 Protecting
the safety, health, and well-being of our employees is also a key priority and we have implemented policies and practices to support
this. In particular, given the work that we do, we engage third party independent experts in the field of laser safety to assist in
meeting safety specifications. In addition, we monitor developments in the area of permissible laser exposure limits as established
by International Electrotechnical Commission, or IEC, and others. Independent experts have concluded that laser exposure
to the eye resulting from use of LBS devices under normal operating conditions would be below the calculated maximum permissible
exposure level set by the IEC.

 ITEM
1A. RISK FACTORS

 You
should carefully consider the risks described below together with the other information set forth in this report, which could materially
affect our business, financial condition and future results. The risks described below are not the only risks facing our company. Risks
and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business,
financial condition and operating results.

 Risk
Factors Related to Our Business

 We
have a history of operating losses and expect to incur significant losses in the future.

 We
have had substantial losses since our inception. We cannot assure you that we will ever become or remain profitable.

 As
 of December 31, 2024, we had an accumulated deficit of $862.3 million.

 We
 incurred net losses of $765.4 million from inception through 2023, and a net loss of $96.9
 million during the year ended December 31, 2024.

 The
likelihood of our success must be considered in light of the expenses, difficulties and delays frequently encountered by companies formed
to develop and commercialize new technologies. In particular, our operations to date have focused primarily on research and development
of our Laser Beam Scanning, or LBS, technology system, including products built around that technology such as our automotive lidar sensors,
and development of demonstration units. We are unable to accurately estimate future revenues and operating expenses based upon historical
performance.

 We
cannot be certain that we will succeed in obtaining additional development revenue or commercializing our technology or products at scale.
In light of these factors, we expect to continue to incur significant losses and negative cash flow through 2025 and the foreseeable
future. There is significant risk that we will not achieve positive cash flow at any time in the future.

 We
will require additional capital to fund our operations at the level necessary to implement our business plan. Raising additional
capital will dilute the value of current shareholders' investment in us. Additionally, we may be unable to raise capital at
the level we expect or on terms acceptable to us.

 Based
on our current operating plan, we anticipate that we have sufficient cash and cash equivalents to fund our operations for at least the
next 12 months. We will, however, require additional capital to fund our operating plan past that time. We will seek to obtain additional
capital through the issuance of equity or debt securities, development revenue, product sales, and/or licensing activities. There can
be no assurance that any such efforts to obtain additional capital would be successful.

 We
are currently focused on developing and commercializing our perception software and sensor solutions. This involves introducing new
technologies into an emerging market which creates significant uncertainty about our ability to accurately project the amounts and
timing of revenue, costs, and cash flows. Our capital requirements will depend on many factors, including, but not limited to, the
commercial success of our technologies, the rate at which OEMs and other customers introduce systems incorporating our solutions and
technologies and the market acceptance and competitive position of such systems. Our expenses increased significantly as a result of
the January 2023 Ibeo acquisition and related headcount increase, though in 2024 we effectuated meaningful headcount reductions. If
revenues continue to be less than we anticipate, if the mix of revenues and the associated margins vary from anticipated amounts, or
if expenses exceed the amounts budgeted, we may require additional capital earlier than expected to fund our operations. In
addition, our operating plan provides for the development of strategic relationships with suppliers of components, products and
systems, and equipment manufacturers that may require additional investments by us.

 Additional
capital may not be available to us or, if available, may not be available at a level or on terms acceptable to us or on a timely
basis. Raising additional capital may involve issuing securities with rights and preferences that are senior to our common stock and
may dilute the value of our current shareholders' investment in us. Moreover, raising capital through the sale of our equity
securities is dependent upon the availability of the requisite shares of authorized stock, which is driven by the market price of
our stock and the approval of our stockholders. If adequate capital resources are not available on a timely basis, we may consider
limiting our operations substantially and we may be unable to continue as a going concern. This limitation of operations could
include reducing investments in our research and development projects, staff, operating costs, and capital expenditures which could
jeopardize our ability to achieve our business goals or satisfy our customer requirements.

 Risks
Related to our Financial Statements and Results

 Our
revenue is generated from a small number of customers, and as we have experienced recently and in the past, losing a significant customer
negatively impacts our revenue.

 For
the year ended December 31, 2024, a leading manufacturer of agricultural equipment accounted for $2.8 million in revenue, a
major global trucking OEM accounted for $0.6 million in revenue, and an automotive supplier accounted for $0.5 million in revenue. This
represents 60%, 13%, and 10% of our total revenue, respectively. For the year ended December 31, 2023, two commercial customers accounted
for $4.6 and $0.8 million in revenue, respectively, representing 63% and 11% of our total revenue, respectively. Our revenue has been negatively effected by the loss of certain of these customers and could continue to be if not
replaced with new, materially equivalent customer wins.

 We
have, in the past, identified a material weakness in our internal controls.

 In
the second quarter of 2021, we identified a material weakness in the controls that support our determination of the grant date of equity
awards. If we identify further material weaknesses in our internal controls, our failure to establish and maintain effective disclosure
controls and procedures and internal control over financial reporting could result in material misstatements in our financial statements
and a failure to meet our reporting obligations. Any such failure could cause investors to lose confidence in the accuracy of our financial
reports, harm our reputation, and adversely affect the market price of our common stock.

 Our
internal controls over financial reporting for fiscal year 2024 include controls of our subsidiary, MicroVision GmbH, which became a
significant subsidiary upon the closing of our acquisition of assets from Ibeo in 2023. Given the added complexity stemming from the
inclusion of our German subsidiary within our control environment, the risk of a material weakness in internal controls will be higher
than it has been to date.

 Our
stock price has fluctuated in the past, has recently been volatile and may be volatile in the future, and as a result, investors in our
common stock could incur substantial losses.

 Our
stock price has fluctuated significantly in the past, has recently been volatile, and may be volatile in the future. Over the 52-week
period ending March 20, 2025, our common stock has traded at a low of $0.80 and a high of $1.95. We may continue to experience sustained
depression or substantial volatility in our stock price in the foreseeable future unrelated to our operating performance or prospects.
For the fiscal year ended December 31, 2024, we incurred a loss per share of $0.46.

 As
a result of this volatility, investors may experience losses on their investment in our common stock. The market price for our common
stock may be influenced by many factors, including the following:

 investor
 reaction to our business strategy;

 the
 success of competitive products or technologies;

 strategic
 developments;

 the
 timing and results of our development and commercialization efforts with respect to our perception solutions and lidar sensors;

 changes
 in regulatory or industry standards applicable to our solutions or technologies;

 variations
 in our or our competitors' financial and operating results;

 developments
 concerning our collaborations or partners;

 developments
 or disputes with any third parties that supply, manufacture, sell or market any of our products or component parts;

 developments
 or disputes concerning patents or other proprietary rights, including patents, litigation matters and our ability to obtain patent
 protection for our technology;

 actual
 or perceived defects in any of our products, if commercialized, and any related product liability claims;

 our
 ability or inability to raise additional capital and the terms on which we raise it;

 declines
 in the market prices of stocks generally;

 trading
 volume of our common stock;

 sales
 of our common stock by us or our stockholders;

 general
 economic, industry and market conditions; and

 the
 effects of other events or factors, including war, terrorism and other international conflicts, public health issues including health
 epidemics or pandemics, and natural disasters such as fire, hurricanes, earthquakes, tornados or other
 adverse weather and climate conditions, whether occurring in the United States or elsewhere.

 Since
the price of our common stock has fluctuated in the past, has suffered recent declines and may be volatile in the future, investors in
our common stock could incur substantial losses. In the past, following periods of volatility in the market, securities class-action
litigation has often been instituted against companies. Such litigation, if instituted against us, could result in substantial costs
and diversion of management's attention and resources, which could materially and adversely affect our business, financial condition,
results of operations and growth prospects. There can be no guarantee that our stock price will remain at current levels or that future
sales of our common stock will not be at prices lower than those sold to investors.

securities of certain companies have in the past few years experienced significant and extreme volatility in stock price due to short
sellers of shares of common stock, known as a "short squeeze." These short squeezes have caused extreme volatility in both
the stock prices of those companies and in the market and have led to the price per share of those companies to trade at a significantly
inflated rate that is disconnected from the underlying value of the company. Many investors who have purchased shares in those companies
at an inflated rate face the risk of losing a significant portion of their original investment, as in many cases the price per share
has declined steadily as interest in those stocks has abated. There can be no assurance that our shares will not be subject to a short
squeeze in the future, and investors may lose a significant portion or all of their investment if they purchase our shares at a rate
that is significantly disconnected from our underlying value.

 If
we are unable to maintain our listing on The Nasdaq Global Market, it could become more difficult to sell our stock in the public market.

 Our
common stock is listed on The Nasdaq Global Market. To maintain our listing on this market, we must meet Nasdaq's listing maintenance
standards. As a result of recent declines and volatility in our stock price, there is a significant risk that we could fail to maintain
compliance with the minimum bid price requirement of $1.00 per share for continued listing on The Nasdaq Global Market. If we are unable
to continue to meet Nasdaq's listing maintenance standards for any reason, such as our minimum bid price falling below $1 for 30
consecutive trading days, our common stock could be delisted from The Nasdaq Global Market. If our common stock were delisted, we may
seek to list our common stock on The Nasdaq Capital Market, the NYSE American or on a regional stock exchange or, if one or more broker-dealer
market makers comply with applicable requirements, the over-the-counter, or OTC, market. Listing on such other market or exchange could
reduce the liquidity of our common stock. If our common stock were to trade in the OTC market, an investor would find it more difficult
to dispose of, or to obtain accurate quotations for the price of, the common stock.

 A
delisting from The Nasdaq Global Market and failure to obtain listing on another market or exchange would subject our common stock to
so-called penny stock rules that impose additional sales practice and market-making requirements on broker-dealers who sell or make a
market in such securities. Consequently, removal from The Nasdaq Global Market and failure to obtain listing on another market or exchange
could affect the ability or willingness of broker-dealers to sell or make a market in our common stock and the ability of purchasers
of our common stock to sell their securities in the secondary market.

 On
March 20, 2025, the closing price of our common stock was $1.36 per share.

 Our
lack of significant financial resources may limit our revenues, potential profits, overall market share,
or value.

 Our
products and solutions compete with other pureplay lidar developers, most of which have raised and exhausted significant capital in
their development and production efforts. We also face competition from OEMs and Tier 1 suppliers that have internally developed
lidar sensors. All of these OEMS and Tier 1s are significantly larger, more well-resourced, have long operating histories and enjoy
relevant brand recognition. With greater resources over the past several years, our pureplay lidar competitors have in the past
developed and commercialized products more quickly than us and may now have access to more entrenched sales channels. This
historical imbalance in financial resources and access could result for us in reduced revenues, lower margins or loss of market
share, any of which could reduce the value of our business. Additionally, for a variety of reasons, customers may choose to purchase
from suppliers that have substantially greater financial or other resources than we have.

 Risks
Related to Fundraising Transactions and the Convertible Note

 Our stockholders
will experience further dilution if we issue additional equity securities in future fundraising transactions.

 We
are generally not restricted from issuing additional common stock, including any securities that are convertible into or exchangeable
for, or that represent the right to receive, common stock. If we issue additional common stock, or securities convertible into or exchangeable
or exercisable for common stock (including additional convertible notes to the holder of the convertible note issued by us in October
2024 pursuant to the securities purchase agreement dated October 14, 2024), our stockholders could experience additional dilution, and
any such issuances may result in downward pressure on the price of our common stock.

 Sales
of shares of our common stock by the holder of the October 2024 convertible note may cause our stock price to decline.

 Sales
of substantial amounts of our shares of common stock in the public market by the holder of the convertible note issued by us in October
2024, or the perception that those sales may occur, could cause the market price of shares of our common stock to decline and impair
our ability to raise capital through the sale of additional shares of our common stock.

 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 any payment of dividends would be at 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.

 There
are risks associated with our outstanding convertible note, and any additional convertible notes that may be issued under the October
2024 securities purchase agreement, that could adversely affect our business and financial condition.

 On
October 23, 2024, we issued a senior secured convertible note in the principal amount of $45.0 million. Pursuant to the securities purchase agreement
dated October 14, 2024, we can issue up to an aggregate principal amount of $75.0 million in senior secured convertible notes to the
holder of the October 2024 convertible note, subject to certain conditions and limitations. The terms of any additional convertible notes
issued pursuant to the October 2024 securities purchase agreement would be similar to the terms of the existing convertible note.

 The
convertible note provides for certain events of default, such as our failing to make timely payments under the note and failing
to timely comply with the reporting requirements of the Exchange Act. The October 2024 securities purchase agreement and the convertible note also contain customary
affirmative and negative covenants, including limitations on incurring additional indebtedness, the creation of additional liens on our
assets, and entering into investments, as well as a minimum liquidity requirement.

 Our
ability to remain in compliance with the covenants under the convertible note depends on, among other things, our operating performance,
competitive developments, financial market conditions and stock exchange listing of our common stock, all of which are significantly
affected by financial, business, economic and other factors. We are not able to control many of these factors. Accordingly, our cash
flow may not be sufficient to allow us to pay principal on the note and any additional convertible notes issued under the
securities purchase agreement or meet our other obligations thereunder. Our level of indebtedness under the securities purchase agreement
could have other important consequences, including the following:

 we
 may need to use a substantial portion of our cash flow from operations to pay principal on the convertible note and any additional
 convertible notes issued under the securities purchase agreement, which would reduce funds available to us for other purposes such as working
 capital, capital expenditures, potential acquisitions and other general corporate purposes;

 we
 may be unable to refinance our indebtedness under the securities purchase agreement or to obtain additional financing for working capital, capital
 expenditures, acquisitions, or general corporate purposes;

 we
 may be unable to comply with financial and other covenants related to the convertible note, which could result in an event of default that,
 if not cured or waived, may result in acceleration of the note and any additional convertible notes issued under the
 securities purchase agreement and would have an adverse effect on our business and prospects, could cause us to lose the rights to our intellectual
 property, and could force us into bankruptcy or liquidation;

 the
 conversion of the convertible note and any additional convertible notes issued under the securities purchase agreement could result in significant
 dilution of our common stock, which could result in significant dilution to our existing stockholders and cause the market price
 of our common stock to decline; and

 we
 may be more vulnerable to an economic downturn or recession and adverse developments in our business.

 There
can be no assurance that we will be able to manage any of these risks successfully.

 Our
obligations to the holder pursuant to the October 2024 convertible note, and any additional convertible notes, are secured by a security interest
in all of our bank and securities accounts, now owned and hereafter created or acquired, and if we default on those obligations, the
holder could foreclose on our bank and securities accounts.

 Our
obligations under the convertible note, and any additional convertible notes issued pursuant to the October 2024 securities purchase agreement, and the related
transaction documents, are secured by a security interest in all of our bank and securities accounts, now owned and hereafter created
or acquired. As a result, if we default on our obligations under the convertible note, or any additional convertible notes, the collateral
agent on behalf of the holder could foreclose on the security interests and liquidate some or all of our bank and securities accounts,
which would harm our business, financial condition and results of operations and could require us to reduce or cease operations and investors
may lose all or part of your investment.

 Risks
Related to Our Operations

 Difficulty
in qualifying a contract manufacturer, Tier 1 partner, or foundry for our products, or experiencing challenges in our supply chain, could
cause delays that may result in lost future revenues and damaged customer relationships.

 Historically,
we have relied on single or limited-source suppliers to manufacture our products. Establishing and maintaining a relationship with a
contract manufacturer, automotive Tier 1 partner, or foundry is a time-consuming process, as our unique technologies may require
significant manufacturing process adaptation to achieve full manufacturing capacity. To the extent that we are not able to maintain
our existing or establish a new relationship with a contract manufacturer, Tier 1 partner, or foundry in a timely manner or at
prices or on other terms that are acceptable to us, we may be unable to meet contract or production milestones. Moreover, changes or
challenges in our supply chain could result in increased cost and delays and subject us to risks and uncertainties regarding, but
not limited to, product warranty, product liability and quality control standards. The loss of any single or limited-source
supplier, the failure of any of these suppliers to perform as expected or the disruption in the supply chain of components from
these suppliers could cause significant delays in product deliveries, which could result in lost future revenues and damaged
customer relationships.

 Historically,
we have been dependent on third parties to develop, manufacture, sell and market products incorporating our technology.

 Our
business strategy for commercializing our technology in products has historically included entering into development, manufacturing,
licensing, sales and marketing arrangements with OEMs, ODMs and other third parties. These arrangements reduce our level of control over
production and distribution and may subject us to risks and uncertainties regarding, but not limited to, product warranty, product liability
and quality control standards.

 We
cannot be certain that we will be able to negotiate arrangements on acceptable terms, if at all, or that these arrangements will be successful
in yielding commercially viable products. If we cannot establish or maintain these arrangements, we would require additional capital
to undertake such activities on our own and would require extensive manufacturing, sales and marketing expertise that we do not currently
possess and that may be difficult to obtain.

 In
addition, we could encounter significant delays in introducing our products and technology or find that the development, manufacture
or sale of products incorporating our technology would not be feasible. To the extent that we enter into development, manufacturing,
licensing, sales and marketing or other arrangements, our revenues will depend upon the performance of third parties. We cannot be certain
that any such arrangements will be successful.

 We
could face lawsuits related to our use of LBS technology or other technologies, which would be costly, and any adverse outcome could
limit our ability to commercialize our technologies or products.

 We
are aware of several patents held by third parties that relate to certain aspects of light scanning displays, 3D sensing products,
and other technologies that are core to our sensor hardware. These patents could be used as a basis to challenge the validity, limit
the scope or limit our ability to obtain additional or broader patent rights of our patents. A successful challenge to the validity
of our patents could limit our ability to commercialize our technology or products incorporating our LBS or other technology and,
consequently, materially reduce our ability to generate revenues. Moreover, we cannot be certain that patent holders or other third
parties will not claim infringement by us with respect to current and future technology. Because U.S. patent applications are held
and examined in secrecy, it is also possible that presently pending U.S. applications could eventually be issued with claims that
could be infringed by our products or our technology.

 The
defense and prosecution of a patent suit would be costly and time-consuming, even if the outcome were ultimately favorable to us. An
adverse outcome in the defense of a patent suit could subject us to significant costs, require others and us to cease selling products
incorporating our technology, require us to cease licensing our technology or require disputed rights to be licensed from third parties.
Such licenses, if available, would increase our operating expenses. Moreover, if claims of infringement are asserted against our future
co-development partners or customers, those partners or customers may seek indemnification from us for any damages or expenses they incur.

 If
we fail to manage expansion effectively, our revenue and expenses could be adversely affected.

 Our
ability to successfully offer products and solutions incorporating our technologies and implement our business plan in a rapidly
evolving market requires an effective planning and management process. The growth in business and relationships with customers and
other third parties has placed, and will continue to place, a significant strain on our management systems and resources. We will
need to continue to improve our financial and managerial controls, reporting systems and procedures, and will need to continue to
train and manage our workforce. We continue to strengthen our compliance programs, including our compliance programs related to
product certifications (in particular, certifications applicable to the automotive market), export controls, privacy,
cybersecurity, and anti-corruption. We may not be able to implement improvements in an efficient or timely manner and may discover
deficiencies in existing controls, programs, systems and procedures, which could have an adverse effect on our business, reputation
and financial results.

 We
target customers that are large companies with substantial negotiating power and potentially competitive internal solutions; if we are
unable to sell our products to these customers, our prospects will be adversely affected.

 Our
potential customers, including industrial and automotive OEMs, are large, multinational companies with substantial
negotiating power relative to us and, in some instances, may have internal solutions that are competitive to our products. These
large, multinational companies also have significant resources, which may allow them to acquire or develop competitive technologies
either independently or in partnership with others. Accordingly, even after investing significant resources to develop a product, we
may not secure a series production award or, even after securing a series production award, may not be able to commercialize a
product on profitable terms. If our products are not selected by these large companies or if these companies develop or acquire
competitive technology or negotiate terms that are disadvantageous to us, it will have an adverse effect on our business
prospects.

 Our
technology and products may be subject to environmental, health and safety regulations that could increase our development and production
costs.

 Our
technologies and products could become subject to environmental, health and safety regulations or amendments that could negatively impact
our ability to commercialize our technologies and products. Compliance with any such current or new regulations would likely increase
the cost to develop and commercialize products, and violations may result in fines, penalties or suspension of production. If we become
subject to any environmental, health, or safety laws or regulations that require us to cease or significantly change our operations to
comply, our business, financial condition and operating results could be adversely affected.

 Our
operating results may be adversely impacted by worldwide political and economic uncertainties and specific conditions in the markets
we address.

 At
various times in our history, including currently and in the recent past, general worldwide economic conditions have experienced
downturns due to slower economic activity, concerns about inflation, increased energy costs, decreased consumer confidence, reduced
corporate profits and capital spending, and adverse business conditions. Any continuation or worsening of global economic and
financial conditions could materially adversely affect: (i) our ability to raise, or the cost of, needed capital, (ii) demand for
our current and future products, and (iii) our ability to commercialize products. Additionally, the outbreak of wars or infectious
diseases, as recently experienced, may cause an unexpected deterioration in economic conditions. We cannot predict the timing,
strength, or duration of any economic slowdown or subsequent economic recovery, worldwide, regionally or in the industrial,
automotive or technology sectors.

 Because a significant proportion of our company is outside of the U.S. and we utilize foreign suppliers and manufacturers,
our operating results could be harmed by economic, political, regulatory and other factors in foreign countries.

2021, we established an office in Germany and on January 31, 2023, we completed our acquisition of certain assets of Ibeo, with the result
that we now have more employees and operations in Germany than in the U.S. In addition, we currently use foreign suppliers and partners
and plan to continue to do so to manufacture current and future components and products, where appropriate. These international operations
are subject to inherent risks, which may adversely affect us, including, but not limited to:

 Political
 and economic instability, international terrorism and the outbreak of war, such as the Russian invasion and continuing war against
 Ukraine and the ongoing conflict in the Middle East;

 High
 levels of inflation, as has historically been the case in a number of countries in Asia;

 Burdens
 and costs of compliance with a variety of foreign laws, regulations and sanctions;

 taxes and duties;

 Significant instability
 in tariff rates or other trade, tax or monetary policies;

 Changes
 or volatility in currency exchange rates and interest rates;

 Global
 or regional health crises and epidemics; and

 Disruptions
 in global supply chains.

 We
have recently made and may in the future make acquisitions. If we fail to successfully select, execute or integrate our acquisitions,
then our business, results of operations and financial condition could be materially adversely affected.

 On
December 1, 2022, we entered into an Asset Purchase Agreement to acquire certain assets from Ibeo Automotive Systems GmbH. We expended
significant management time and effort, as well as capital, identifying, evaluating, negotiating, and executing this transaction and,
since the closing of the acquisition on January 31, 2023, we have invested additional time and capital working to integrate our new Hamburg-
and Detroit-based teams and operations. We cannot guarantee that these integration efforts will be successful, that the goals of the
acquisition will be realized, or that the increase to our operating expenses or cash requirements will be manageable. During the first
half of 2024, we downsized our Germany operations.

 In
the future, we may again undertake acquisitions to add new products and technologies, acquire talent, gain new sales channels or enter
into new markets or sales territories. In addition to possible stockholder approval, we may need approvals and licenses from relevant
government authorities for the acquisitions and to comply with any applicable laws and regulations, which could result in increased delay
and costs, and may disrupt our business strategy if we fail to do so. Furthermore, acquisitions and the subsequent integration of new
assets, businesses, key personnel, customers, vendors and suppliers require significant attention from our management and could result
in a diversion of resources from our existing business, which in turn could have an adverse effect on our operations. Acquired assets
or businesses may not generate the financial results we expect. Acquisitions could result in the use of substantial amounts of cash,
potentially dilutive issuances of equity securities, the occurrence of significant goodwill impairment charges, amortization expenses
for other intangible assets, and exposure to potential unknown liabilities of the acquired business. Moreover, the costs of identifying
and consummating acquisitions may be significant.

 Before
our acquisition of assets from Ibeo, we had no experience with acquisitions or the integration of acquired technology and personnel.
Failure to successfully identify, complete, manage, and integrate acquisitions could materially and adversely affect our business, financial
condition, and results of operations and could cause our stock price to decline.

 Our
suppliers' or manufacturing partners' facilities could be damaged or disrupted by a natural disaster or labor strike, either
of which would materially affect our financial position, results of operations and cash flows.

 A
major catastrophe, such as an earthquake, monsoon, or flood; infectious disease outbreak, such as the COVID-19 virus; or other natural
disasters, labor strikes, or work stoppages at our suppliers' or manufacturers partners' facilities or our customers, could
result in a prolonged interruption of our business. A disruption resulting from any one of these events could cause significant
delays in product shipments and the loss of sales and customers, which could have a material adverse effect on our financial
condition, results of operations, and cash flows.

 If
we are unable to obtain effective intellectual property protection for our products, processes and technologies, we may be unable to
compete with other companies.

 Intellectual
property protection for our products, processes and technologies is important and uncertain. If we do not obtain effective intellectual
property protection for our products, processes and technologies, we may be subject to increased competition. Our commercial success
will depend, in part, on our ability to maintain the proprietary nature of our key technologies by securing valid and enforceable patents
and effectively maintaining unpatented technologies as trade secrets.

 We
protect our proprietary technologies by seeking to obtain United States and foreign patents in our name, or licenses to third party patents,
related to proprietary technologies, inventions, and improvements that may be important to the development of our business. However,
our patent position involves complex legal and factual questions. The standards that the United States Patent and Trademark Office and
its foreign counterparts use to grant patents are not always applied predictably or uniformly and can change.

the scope of patents is subject to interpretation by courts and their validity can be subject to challenges and defenses, including challenges
and defenses based on the existence of prior art. Consequently, we cannot be certain as to the extent to which we will be able to obtain
patents for our new products and technologies or the extent to which the patents that we already own protect our products and technologies.
Reduction in scope of protection or invalidation of our licensed or owned patents, or our inability to obtain new patents, may enable
other companies to develop products that compete directly with ours on the basis of the same or similar technologies.

 We
also rely on the law of trade secrets to protect unpatented know-how and technologies to maintain our competitive position. We try to
protect this know-how and our technologies by limiting access to the trade secrets to those of our employees, contractors and partners,
with a need-to-know such information and by entering into confidentiality agreements with parties that have access to it, such as our
employees, consultants and business partners. Any of these parties could breach the agreements and disclose our trade secrets or confidential
information, or our competitors might learn of the information in some other way. If any trade secret not protected by a patent were
to be disclosed to or independently developed by a competitor, our competitive position could be negatively affected.

 We
could be subject to significant product liability claims that could be time consuming and costly, divert management attention and
adversely affect our ability to obtain and maintain insurance coverage.

 We
could be subject to product liability claims if any of the product applications are alleged to be defective or cause harmful effects.
For example, because some of the scanning modules incorporating our LBS technology could scan a low power beam of colored light into
the user's eye, the testing, manufacture, marketing and sale of these products involve an inherent risk that product liability
claims will be asserted against us.

any misuse of our technologies or products incorporating our technologies by end users or third parties that obtain access to our technologies
could result in negative publicity and could harm our brand and reputation. Product liability claims or other claims related to our products
or our technologies, regardless of their outcome, could require us to spend significant time and money in litigation, divert management
time and attention, require us to pay significant damages, harm our reputation or hinder acceptance of our products. Any successful product
liability claim may prevent us from obtaining adequate product liability insurance in the future on commercially desirable or reasonable
terms. An inability to obtain sufficient insurance coverage at an acceptable cost or otherwise to protect against potential product liability
claims could prevent or inhibit the commercialization of our products and technologies.

 Our
operations could be adversely impacted by information technology system failures, network disruptions, or cybersecurity incidents.

 We
rely on information technology systems to process, transmit, store, and protect electronic data between our employees, customers, manufacturing
partners and suppliers. Our systems and the third parties we rely on for related services are vulnerable to actual or attempted cybersecurity
incidents, such as attacks by hackers, acts of vandalism, malware, social engineering, denial or degradation of service attacks, computer
viruses, software bugs or vulnerabilities, supply chain attacks, phishing attacks, ransomware attacks, misplaced or lost data, human
errors, malicious insiders or other similar events. Such systems are also susceptible to other disruptions due to events beyond our control,
including, but are not limited to, natural disasters, power loss, and telecommunications failures. Our system redundancy may be inadequate
and our disaster recovery planning may be ineffective or insufficient to account for all eventualities.

 As
security incidents have become more prevalent across industries we will need to continually examine, modify and update our systems. These
updates or improvements may require implementation costs. In addition, we may not be able to monitor and react to all developments in
a timely manner. The measures we do adopt may prove ineffective.

 Any
failure, or perceived failure, by us to comply with current and future regulatory or customer-driven privacy, data protection, and information
security requirements, or to prevent or mitigate cyber incidents, could harm our business and expose us to potential litigation, liability,
remediation costs, investigation costs, loss of revenue, damage to our reputation and loss of customers. While we maintain insurance
coverage to address certain aspects of cyber risks, such insurance coverage may be insufficient to cover all losses or all claims that
may arise, should such an event occur.

 We,
and certain of our third-party vendors, collect and store personal information in connection with human resources operations and other
aspects of our business. While we obtain assurances that any third parties we provide data to will protect this information and, where
we believe appropriate, monitor the protections employed by these third parties, there is a risk the confidentiality of data held by
us or by third parties may be compromised and expose us to liability for such breach.

 Loss
of any of our key personnel or inability to attract new personnel could have a negative effect on the operation of our business.

 Our
success depends on our executive officers and other key personnel and on our ability to attract and retain qualified new personnel. Achievement
of our business objectives will require substantial additional expertise in the areas of sales and marketing, research and product development
and manufacturing. Competition for qualified personnel in these fields is intense, and the inability to attract and retain additional
highly skilled personnel, or the loss of key personnel, could hinder our ability to compete effectively in the automotive or technology
markets and adversely affect our business strategy execution and results of operations.

 Risks
Related to Development for the Industrial and Automotive Markets

 We
invest significant time and resources seeking OEM selection of our products and solutions. If our products and solutions are not selected
for inclusion in ADAS systems by automotive OEMs or automotive Tier 1 suppliers after incurring substantial expenditures in these efforts,
our future business prospects, results of operations, and financial condition will be materially and adversely affected.

 Automotive
OEMs and Tier 1 suppliers design and develop ADAS technology over several years, undertaking extensive testing and qualification processes
prior to selecting a product such as our lidar sensors and software for use in a particular system, product or vehicle model because
such products will function as part of a larger system or platform and must meet certain other specifications. We have invested and will
continue to invest significant time and resources to have our products considered and possibly selected by OEMs or Tier 1 suppliers for
use in a particular system, product or vehicle model, which is known as a "series production win" or a "series production
award." In the case of ADAS technology, a series production award would mean that our lidar sensor and/or ADAS solution had been
selected for use in a particular vehicle model. However, if we are unable to achieve a series production award with respect to a particular
vehicle model, we may not have an opportunity to supply our products to the automotive OEM for that vehicle model for a period of many
years. In many cases, this period can be as long as five to seven or more years. If our products are not selected by an automotive OEM
or our suppliers for one vehicle model or if our products are not successful in that vehicle model, it is unlikely that our product will
be deployed in other vehicle models of that OEM. If we fail to win a significant number of vehicle models from one or more automotive
OEMs or their suppliers, our future business prospects, results of operations, and financial conditions will be materially and adversely
affected.

 The
complexity of our products and the limited visibility into the various environmental and other conditions under which potential customers
may use the products could result in unforeseen delays or expenses from undetected defects, errors or reliability issues in hardware
or software which could reduce the market adoption of our products, damage our reputation with prospective customers, expose us to product
liability and other claims, and adversely affect our operating costs.

 Our
products are highly technical and complex and require high standards to manufacture and may experience defects, errors or reliability
issues at various stages of development and production. We may be unable to timely manufacture or release products, or correct problems
that have arisen or correct such problems to the customer's satisfaction. Additionally, undetected errors, defects or security
vulnerabilities could result in serious injury to the end users or bystanders of technology incorporating our products, inability of
customers to commercialize technology incorporating our products, litigation against us, negative publicity and other consequences. These
risks are particularly prevalent in the highly competitive ADAS market. These problems may also result in claims, including class actions,
against us that could be costly to defend. Our reputation or brand may be damaged as a result of these problems and potential customers
may be reluctant to buy our products, which could adversely affect our financial results.

 Adverse
conditions in particular industrial sectors, the automotive industry, or the global economy more generally could have adverse effects
on our results of operations.

 While
we make our strategic planning decisions based on the assumption that the markets we are targeting will grow, our business is
dependent, in large part on, and directly affected by, business cycles and other factors affecting industrial autonomy, the global
automobile industry, and the global economy generally. Automotive production and sales are highly cyclical and depend on general
economic conditions and other factors, including consumer spending and preferences, changes in interest rates and credit
availability, consumer confidence, fuel costs, fuel availability, environmental impact, governmental incentives and regulatory
requirements, and political volatility, especially in energy-producing countries and growth markets. In addition, automotive
production and sales can be affected by our automotive OEM customers' ability to continue operating in response to challenging
economic conditions and in response to labor relations issues, regulatory requirements, trade agreements and other factors. The
volume of automotive production in North America, Europe and the rest of the world has fluctuated, sometimes significantly, from
year to year, and we expect such fluctuations to give rise to fluctuations in the demand for our products. Any significant adverse
change in any of these factors may result in a reduction in automotive sales and production by our automotive OEM customers and
could have a material adverse effect on our business, results of operations and financial condition.

 Developments
in alternative technology may adversely affect the demand for our lidar technology.

 Significant
developments in alternative technologies, such as cameras and radar, may materially and adversely affect our business prospects in ways
we do not currently anticipate. Existing and other camera and radar technologies may emerge as OEMs' preferred alternative to our
solution, which would result in the loss of competitiveness of our lidar solution. Our R&D efforts may not be sufficient to adapt
to these changes in technology and our solution may not compete effectively with these alternative systems.

 ADAS
features may be delayed in adoption by OEMs, which would negatively impact our long-term business prospects.

 The
ADAS market is fast evolving and there is generally a lack of an established regulatory framework. Vehicle regulators globally continue
to consider new and enhanced emissions requirements, including electrification, to meet environmental and economic needs as well as pursue
new safety standards to address emerging traffic risks. For instance, in May 2024, the National Highway Traffic Safety Administration, or NHTSA,
published a new rule requiring automatic emergency braking systems in U.S. light vehicles and trucks by September 2029, and in December 2024, NHTSA proposed a voluntary program to improve evaluation and oversight of certain vehicles
equipped with automated driving systems. To control new
vehicle prices, among other concerns, OEMs may need to dedicate technology and cost additions to new vehicle designs to meet these emissions
and safety requirements and postpone the consumer cost pressures of new ADAS features. As additional safety requirements are imposed
on vehicle manufacturers, our business prospects may be materially impacted. Alternatively, if safety regulations in the U.S. were to become less stringent due to oversight reduction efforts,
OEMs could be less inclined to pay for higher cost redundant safety systems and technologies, which could negatively impact the uptake
of our sensor solutions.

 Because
the lidar and ADAS markets are rapidly evolving, it is difficult to forecast customer adoption rates, demand, and selling prices for
our products and solutions.

 We
are pursuing opportunities in rapidly evolving markets, including technological and regulatory changes, and it is difficult to predict
the timing and size of the opportunities. For example, lidar-based ADAS solutions require complex technology and because these automotive
systems depend on technology from many companies, commercialization of ADAS products could be delayed or impaired on account of certain
technological components of ours or others not being ready to be deployed in vehicles. In addition, the selling prices we are able to
ultimately charge in the future for the products we are currently developing may be less than what we currently project. Our future financial
performance will depend on our ability to make timely investments in the correct market opportunities. If one or more of these markets
experience a shift in prospective customer demand, our products may not compete as effectively, if at all, and they may not be designed
into commercialized products. Given the evolving nature of the markets in which we operate, it is difficult to predict customer demand
or adoption rates for our products, selling prices or the future growth of our target markets. If demand does not develop or if we cannot
accurately forecast it, the size of our markets, inventory requirements or future financial results will be adversely affected.

 Because
perception solutions involving lidar are new in the markets we are seeking to enter, our market forecasts may not materialize as
anticipated.

 Our
market opportunity estimates and growth forecasts are subject to significant uncertainty and are based on assumptions and estimates that
may not materialize as anticipated. These estimates and forecasts relating to the expected size and growth of the markets for lidar-based
technology may prove to be inaccurate. Even if these markets experience the forecasted growth we anticipate, we may not grow our business
at similar rates, or at all. Our future growth is subject to many factors, including market adoption of our products, which is subject
to many risks and uncertainties. Accordingly, we cannot assure you that these forecasts will not be materially inaccurate.

 ITEM
1B. UNRESOLVED STAFF COMMENTS

 None.

 ITEM
1C. CYBERSECURITY

 Risk
Management and Strategy

 Our
Cybersecurity Processes

 We
continue to strengthen our cybersecurity measures to safeguard our information systems based on industry standards. Our measures include
policies to promote internal compliance by our employees, policies and procedures to regularly evaluate the security of our information
systems and implementation of third-party products, including intrusion prevention and detection solutions, multifactor identification
and anti-virus software, to help detect and protect against potential cybersecurity threats. We educate our staff on cybersecurity matters
with periodic risk awareness information, phishing awareness campaigns, and training materials. Moreover, given the rapid growth of our
global operations in 2023 due to the Ibeo acquisition, and our expectations for near- and long-term strategic growth, our Information
Technology, or IT, team is prioritizing enhancements to our response system and continuity plans.

 A
key dimension to the security and effectiveness of our information system is our compliance with standards that are unique to the industries
in which we operate. For instance, it is critical that our information system achieves TISAX certification. Established by the German
Association of the Automotive Industry, Trusted Information Security Assessment Exchange, or TISAX, is a globally recognized assessment
and exchange mechanism for information security in the automotive industry. Automotive OEMs rely on the TISAX label to ensure that suppliers
and partners have a solid information security management system in place. To successfully complete the TISAX assessment process in our
German and U.S. operations, we are actively evaluating our cybersecurity measures and seeking enhancements, including engaging a third-party
auditor and global standardization of our cybersecurity training program, to ensure a comprehensive and robust system.

 We
evaluate our third-party information system providers, as well as any other provider that may have access to our data, for their maturity
and reliability, and as a matter of policy we choose to only work with reputable vendors.

 Risks
from Cybersecurity Threats

 We
have not
encountered cybersecurity incidents that have materially affected or are reasonably likely to materially affect us, including our
operations or financial condition. A cybersecurity incident could be deemed to have a material impact on our operations if it caused a
disruption to our ability to function as a global organization, including the interruption of our internal and external communications, public
reporting, or management of our operations. Refer to "Item 1A. Risk Factors" in this annual report on Form 10-K, including
"Our operations could be adversely impacted by information technology system failures, network disruptions, or cybersecurity
breaches," for additional discussion about cybersecurity-related risks.

 Governance

 Board
of Directors and Audit Committee

 With
delegated authority from our Board of Directors and in accordance with its charter, our Audit Committee is charged with the oversight
of enterprise risk, including risk related to cybersecurity threats. Our Audit Committee Chair is expected to report regularly to our
Board of Directors about our Audit Committee's oversight of enterprise risk. Our Audit Committee Chair reports quarterly to our Board of Directors specifically about our cybersecurity incident management and governance.

 Management,
and specifically our Chief Financial Officer, reports quarterly to our Audit Committee on cybersecurity, including initiatives and
strategies, and incident reporting and any lessons learned. From time to time, management will also engage in informal discussions with members of the Audit Committee about
our cybersecurity practices and risks, including informing our Audit Committee Chair in a timely manner about any cybersecurity
incidents that management determines may have a significant impact on our operations or that may trigger any reporting
obligations.

 Our
Audit Committee will conduct an annual review of our cybersecurity measures and the effectiveness of our risk management strategies.

 Management

 Anubhav
Verma, joined MicroVision in 2021 as our Chief Financial Officer. He is an experienced risk management professional and currently oversees
the Company's accounting and finance strategies, including risk management. Mr. Verma also oversees our IT team and, with regular
communication with the team, is responsible for approving the IT budget, hiring of IT personnel, including third-party consultants, and
approving cybersecurity processes and other cybersecurity-related matters. Although we do not currently employ a chief information security
officer, we are working with an outside consulting firm that is serving in this role and assisting our internal team with the primary
responsibility of overseeing our cybersecurity measures and risks.

 The
day-to-day responsibility for assessing, monitoring and managing our cybersecurity risks resides with our IT team. Across the IT team
we have employees who have in-depth knowledge and decades of cybersecurity industry experience, including prior experience with developing
and overseeing cybersecurity polices and processes for companies required to comply with NIST SP800-171, cybersecurity standards for
companies that store sensitive unclassified information on behalf of the United States government, and former Ibeo employees having experience
with TISAX compliance. Yet, we recognize the evolving and increasing threat that cybersecurity will have on our operations. As part of
our long-term growth strategy, we expect to establish a dedicated cybersecurity team to oversee our cybersecurity risk management.

 The
IT Team Director regularly meets with the Chief Financial Officer and as appropriate the Chief Executive Officer to discuss cybersecurity
risks. This ensures that management is informed about our current cybersecurity measures and aware of any potential risks facing our
operations. In the event of a cybersecurity incident, we have put in place a reporting structure to inform the Chief Financial Officer,
Chief Executive Officer and General Counsel promptly of any incident so that they may assess the appropriate response to the incident
and any reporting concerns that may be triggered by the incident.

 ITEM
2. PROPERTIES

 In
September 2021, we entered into a lease on approximately 16,681 square feet of space located in Redmond, Washington that we use primarily
for product testing and lab space. The lease provides for an initial term of 128 months that commenced November 1, 2021.

 In
September 2021, we entered into a second lease on approximately 36,062 square feet of space located in Redmond, Washington that we use
primarily for general office space. The lease provides for an initial term of 120 months and commenced on December 1, 2022.

 In
December 2023, we entered into a lease on approximately 60,000 square feet of space located in Hamburg, Germany that we will use primarily
for general office space and product testing. The lease provides for an initial term of 60 months and commenced on November 1, 2024.

 We
believe that our facilities are adequate to meet our needs for the immediate future, and that, should it be needed, suitable additional
or substitute space will be available to accommodate any such expansion of our operations. For a further description of our leased properties,
see Part II, Item 8, Note 10. Leases, of the notes to our consolidated financial statements, which is incorporated by reference
in response to this item.

 ITEM
3. LEGAL PROCEEDINGS

 We
are subject to various claims and pending or threatened lawsuits in the normal course of business. We are not currently party to any
other legal proceedings that management believes are reasonably possible to have a material adverse effect on our financial position,
results of operations or cash flows.

 ITEM
4. MINE SAFETY DISCLOSURES

 Not
applicable.

 ITEM
4A. EXECUTIVE OFFICERS OF THE REGISTRANT

 Executive
officers are appointed by our Board of Directors and hold office until their successors are elected and duly qualified. The following
persons serve as executive officers of MicroVision, Inc.:

 Sumit
Sharma, age 51, was appointed Chief Executive Officer in February 2020 and served as Chief Operating Officer from June 2018 to February
2020, after serving as Vice President of Product Engineering and Operations since February 2017 and Vice President and Senior Director
of Operations since September 2015. Prior to MicroVision, from April 2015 to September 2015, he was a Product Development and Operations
consultant at BlueMadison Consulting. From November 2013 to March 2015, he was the Senior Director, Advanced Manufacturing Operations
and Technology Development at Jawbone. From March 2011 to October 2013, he was the Head of Manufacturing Operations for project GLASS
at Google. Mr. Sharma has extensive experience in optics, wearable technology, product development and qualification for automotive industry.
Mr. Sharma also has deep experience in global operations and developing strategic partnerships. A patent holder, Mr. Sharma received
his baccalaureate degree in engineering from New Jersey Institute of Technology.

 Anubhav
Verma, age 39, was named Senior Vice President, Chief Financial Officer & Treasurer in June 2024, having joined MicroVision in
November 2021 as Chief Financial Officer. Prior to MicroVision, from October 2016 to November 2021, he led several growth
initiatives including M&A and Capital Market transactions as Senior Vice President Finance of Exela Technologies. From November
2013 to October 2016, he was an Investment Professional of Hands On Global Management driving end-to-end M&A deals including
post-merger integration along with several rounds of capital market financings. From July 2009 to October 2013, he advised several
Fortune 500 companies as an Investment Banker at Credit Suisse in their New York and Mumbai offices. Mr. Verma has extensive
experience in Mergers and Acquisitions (M&A), Capital Markets and Strategic Finance roles for publicly listed and privately held
companies. Mr. Verma received a Bachelor of Technology degree in engineering and a Masters of Technology degree in engineering from
the Indian Institute of Technology, Bombay.

 Drew
Markham, age 57, was named Senior Vice President, General Counsel & Secretary, and Head of People Operations in June 2024,
having joined MicroVision in June 2021 as Vice President, General Counsel & Secretary. Before joining MicroVision, from January
2017 through June 2021, Ms. Markham was President at Avis, a social purpose corporation, where she was a legal consultant to
publicly traded technology companies. From January 2013 to December 2016, she was Vice President, Deputy General Counsel &
Assistant Secretary at RealNetworks, Inc. From June 1999 to December 2012, she was an attorney with Wilson Sonsini Goodrich &
Rosati. Ms. Markham received her Juris Doctor degree from the University of Washington School of Law and her Bachelor of Science
degree in Accounting from the University of Florida.

 Glen
W. DeVos, age 64, joined MicroVision in March 2025 as Senior Vice President and Chief Technology Officer. Prior to MicroVision, he served
in various business leadership and technology roles at Aptiv and its predecessor Delphi Automotive from 1992 to March 2024. From March
2017 to March 2024, he was a Senior Vice President and he served as Chief Technology Officer until January 2023. Also during that time,
he served as President of Aptiv's Advanced Safety and User Experience business unit from April 2021 to January 2023 and as President
of its Mobility and Services Group from December 2017 to March 2020. Aptiv PLC, an Irish company headquartered in Switzerland with securities
traded on the NYSE, is an engineering company focused on mobility and autonomous technologies for the automotive and commercial vehicle
industries. Aptiv was spun out of Delphi Automotive in March 2017; Delphi was spun out of GM in 1999.

 PART
II.

 ITEM
5.
 MARKET
 FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 Market
Information

 Our
common stock began trading publicly on August 27, 1996. Our common stock trades on The Nasdaq Global Market under the ticker symbol "MVIS."
We have never declared or paid cash dividends on our common stock. We currently anticipate that we will retain all future earnings to
fund the operations of our business and do not anticipate paying dividends on the common stock in the foreseeable future.

 As
of March 20, 2025, there were approximately 139 holders of record of 245,004,785 shares of common stock outstanding. As many of our shares
of common stock are held by brokerages and institutions on behalf of shareholders, we are unable to estimate the total number of beneficial
holders of our common stock represented by these record holders.

 Stock
Performance Graph

 This
performance graph shall not be deemed to be "soliciting material" or "filed" or incorporated by reference in
future filings with the Securities and Exchange Commission, or subject to the liabilities of Section 18 of the Securities Exchange Act
of 1934, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 The
following graph shows a comparison from 2019 through 2024 of the cumulative total return for our common stock, the Russell 2000 Index
and the Dow Jones US Electronic and Electrical Equipment Index. Our prior annual reports had included cumulative total return from the
NASDAQ Electrical Components Index, however it is not included on this graph because the index has been discontinued. The comparisons
in the graph are historical and are not intended to forecast or be indicative of possible future performance of our common stock.

 Recent
Sales of Unregistered Securities

 On
November 21, 2023, pursuant to subscription agreements dated as of November 14, 2023, between us and each of the purchasers, we sold
in the aggregate 50,761 shares of our common stock, par value $0.001 per share ("Common Stock"), at $1.97 per share, for
an aggregate purchase price of approximately $0.1 million. The purchasers consisted of our Chief Executive Officer, Chief Financial Officer,
General Counsel and certain members of our Board of Directors.

 On
March 13, 2023, pursuant to a subscription agreement dated as of March 13, 2023, we sold to our Chief Executive Officer 100,000 shares
of Common Stock, at $2.14 per share, for an aggregate purchase price of $0.2 million.

 The
sales of our Common Stock described above were each undertaken in reliance upon an exemption from the registration requirements of the
Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 4(a)(2).

 ITEM
6.
 RESERVED

 ITEM
7.
 MANAGEMENT'S
 DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 The
following discussion of our financial condition and results of operations should be read in conjunction with our audited consolidated
financial statements and the related notes included in Part II, Item 8 of this Form 10-K. The following discussion focuses on the results
of our operations for the year ended December 31, 2024 compared to the year ended December 31, 2023. Similar discussion of the results
of our operations for the year ended December 31, 2023 compared to the year ended December 31, 2022 can be found in "Management's
Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of our Annual Report on Form 10-K
for the year ended December 31, 2023.

 Overview

 Currently,
our development and commercialization efforts are focused primarily on perception solutions for autonomy and mobility applications,
including industrial and automotive perception systems and advanced driver-assistance systems (ADAS), where we can deliver safe
mobility at the speed of life. Our integrated solution combines our perception software stack, lidar sensors utilizing our
MEMS-based and flash-based technologies, and custom application software targeted
for sale to industrial and automotive OEMs, automated warehouse operators, robotic developers, Tier 1 automotive suppliers, other industrial market players, and the military and defense technology companies.

 Although
perception solutions, including industrial and automotive lidar, are our priority now, we have developed solutions for augmented reality (AR), interactive displays, and consumer lidars. In the recent past, our strategy had been to sell AR displays or components,
interactive displays, or consumer lidars to original equipment manufacturers (OEMs) and original design manufacturers (ODMs) for
incorporation into their products. Previously, we developed AR and helmet-mounted displays for military applications.

 We have incurred substantial losses since inception and expect to incur
a significant loss during the fiscal year ending December 31, 2025. We have funded operations to date primarily through the sale of common
stock, convertible preferred stock, warrants, the issuance of convertible debt and, to a lesser extent, from development contract revenues,
product sales and licensing activities. In October 2024, we entered into a securities purchase agreement with an institutional investor
for the purchase of senior secured convertible notes of up to $75.0 million. See Part II, Item 8, Note 7. Notes Payable and Derivative
Liability. In February 2025, we entered into another securities purchase agreement with the same institutional investor for the issuance
and sale of $8.0 million in shares of common stock, plus warrants to purchase additional shares of common stock for approximately $9.0
million. See Part II, Item 8, Note 16. Subsequent Events. There can be no assurance that additional capital will be available or
that, if available, it will be available on terms acceptable to us on a timely basis. We cannot be certain that we will succeed in commercializing
our technology or products.

 Critical
Accounting Policies and Estimates

 Our
discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which
have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial
statements requires us to make estimates and judgments that materially affect the reported amounts of assets, liabilities, revenues and
expenses, and related disclosure of contingent liabilities. We evaluate our estimates on a continuous basis. We base our estimates on
historical data, terms of existing contracts, our evaluation of trends in the consumer display and 3D sensing industries, information
provided by our current and prospective customers and strategic partners, information available from other outside sources and on various
other assumptions we believe to be reasonable under the circumstances. The results form the basis for making judgments regarding the
carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates
under different assumptions or conditions.

 We
believe the following key accounting policies require significant judgments and estimates used in the preparation of our consolidated
financial statements.

 Business
Combination

 Our
business combination is accounted for under the acquisition method. We allocate the fair value of purchase consideration to the tangible
and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. The excess of the
fair value of the underlying net assets acquired and liabilities assumed over the purchase consideration is included in bargain purchase
gain in the Consolidated Statement of Operations. Such valuations require management to make significant estimates and assumptions, especially
with respect to intangible assets.

 Intangible

 Our
intangible assets consist of acquired technology from the January 2023 Ibeo asset purchase and purchased patents. The estimated fair
value of acquired technology was calculated through the income approach using the multi-period excess earnings and relief from royalty
methodologies. The intangible assets are amortized using the straight-line method over their estimated period of benefit, ranging from
one to seventeen years. Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying
value may not be recoverable. Recoverability of these assets is measured by comparison of their carrying values to the projected undiscounted
net cash flows associated with the related intangible assets or group of assets over their remaining lives. Measurement of an impairment
loss for our intangible assets is based on the difference between the fair value of the asset and its carrying value. During 2024, we
recorded a non-cash impairment charge of $4.2 million related to our Reference software. See Part II, Item 8, Note 8. Financial Statement
Components – Intangible Assets.

 Share-Based
Compensation

 We
issue share-based compensation to employees in the form of stock options, restricted stock units (RSUs), and performance stock units
(PSUs). We account for the share-based awards by recognizing the fair value of share-based compensation expense on a straight-line basis
over the service period of the award, net of estimated forfeitures. The fair value of stock options is estimated on the grant date using
the Black-Scholes option pricing model. The fair value of RSUs and non-executive PSUs is determined by the closing price of our common
stock on the grant date or the period end date for the awards that are being measured by the service inception date. For performance-based
awards, expense is recognized when it is probable the performance criteria will be achieved. If the likelihood becomes improbable that
the performance criteria will be achieved, the expense is reversed. The fair value of RSUs and PSUs (other than certain executive
PSUs) is determined by the closing price of our common stock on the grant date or the period end date for the awards that are being measured
by the service inception date. Executive PSUs issued in 2022 were valued using a Monte Carlo simulation model using the following inputs:
stock price, volatility, and risk-free interest rates. Changes in estimated inputs or using other option valuation methods may result
in materially different option values and share-based compensation expense.

 Leases

 Significant
judgment may be required when determining whether a contract contains a lease, the length of the lease term, the allocation of the consideration
in a contract between lease and non-lease components, and the determination of the discount rate included in our office lease. We review
the underlying objective of each contract, the terms of the contract, and consider our current and future business conditions when making
these judgments.

 Derivative
Liability

 We
evaluate our financial instruments, specifically, our notes payable, to determine if such instruments are derivatives or contain features
that qualify as embedded derivatives in accordance with ASC 815, "Derivatives and Hedging". For derivative financial instruments
that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the issuance date and is
then re-valued at each reporting date, with changes in the fair value reported as an unrealized gain or loss in earnings on the consolidated
statements of operations.

 Results
of Operations

 2024

 2023

 $

 %

 $
 4,696

 $
 7,259

 (2,563
)

 (35.3
)

 Revenues
are recognized when control of the promised goods or services are transferred to our customers, in an amount that reflects the consideration
that we expect to receive in exchange for those goods or services. We recognize revenue either at a point in time, or over time, depending
upon the characteristics of the individual contract. If control of the deliverable(s) transfers over time, the revenue is recognized
in proportion to the transfer of control. If control passes to the customer only upon completion and transfer of the asset, revenue is
recognized at the completion of the contract.

 The
decrease in revenue for the year ended December 31, 2024 compared to the same period in 2023 was primarily due to revenue associated
with the Microsoft contract partially offset by the sale of sensors to an existing industrial customer for agricultural equipment and
service parts, an increase in shipments of MOVIA L sensors to Daimler Truck North America and affiliates as part of their RFQ evaluation
process, and increased sales to a second industrial customer.

 Cost
of revenue

 2024

 %
 of revenue

 2023

 %
 of revenue

 $

 %

 Cost of revenue

 $
 7,530

 160.3

 $
 2,772

 38.2

 $
 4,758

 171.6

 Cost
of revenue includes the direct and allocated indirect costs of products and services sold to customers. Direct costs include labor, materials,
reserves for estimated warranty expenses, and other costs incurred directly, or charged to us by our contract manufacturers, in the manufacture
of these products. Indirect costs include labor, overhead, and other costs associated with operating our manufacturing capabilities.
Overhead includes the costs of procuring, inspecting and storing material, facility and other costs, and is allocated to cost of revenue
based on the proportion of indirect labor which supported revenue activities.

 Cost
of revenue can fluctuate significantly from period to period, depending on the product mix and volume, the level of overhead expense
and the volume of direct material purchased. The increase in cost of revenue for the year ended December 31, 2024 compared to the same
period in 2023 was primarily due to inventory write-downs primarily associated with older configurations of the MOVIA L sensors.

and development expense

 2024

 2023

 $

 %

 Research and development expense

 $
 49,015

 $
 56,707

 $
 (7,692
)

 (13.6
)

and development expense consists of compensation related costs of employees and contractors engaged in internal research and product
development activities, direct material to support development programs, laboratory operations, outsourced development and processing
work, and other operating expenses. We assign our research and development resources based on the business opportunity of the available
projects, the skill mix of the resources available and the contractual commitments we have made to our customers. We believe that a substantial
level of continuing research and development expenses will be required to further develop our scanning technology.

 The
decrease in research and development expense during the year ended December 31, 2024 compared to the same period in 2023 was
primarily due to lower salary and benefits expense and non-cash compensation of $11.2 million as a result of 2024 restructuring
events (see Part II, Item 8, Note 14. Restructuring Charges), lower depreciation expense of $0.8 million, lower freight costs
of $0.2 million, lower direct materials and equipment costs of $0.2 million, and lower travel expenses of $0.2 million. These
decreases were partially offset by restructuring charges of $5.4 million, and higher IT and software costs of $0.5
million.

 Sales,
marketing, general and administrative expense

 2024

 2023

 $

 %

 Sales, marketing, general and administrative
 expense

 $
 29,346

 $
 36,689

 $
 (7,343
)

 (20.0
)

 Sales,
marketing, general and administrative expense includes compensation and support costs for marketing, sales, management and administrative
staff, and for other general and administrative costs, including legal and accounting services, consultants and other operating expenses.

 The
decrease in sales, marketing, general and administrative expense during the year ended December 31, 2024 as compared to the same
period in 2023 was primarily due to lower salary and benefits expense and non-cash compensation of $4.6 million as a result of 2024
restructuring events (see Part II, Item 8, Note 14. Restructuring Charges), lower professional fees of $1.8 million primarily
related to legal and audit fees associated with the acquisition of Ibeo in 2023, lower subcontractor fees of $0.7 million, lower
business insurance fees of $0.6 million due to favorable rates obtained, and lower advertising costs of $0.3 million. These
decreases were partially offset by restructuring charges of $0.6 million, higher IT and software costs of $0.4 million, higher trade
show expense of $0.2 million, and higher building expenses of $0.2 million.

loss on intangible assets

 2024

 2023

 $

 %

 Impairment loss on intangible assets

 $
 4,181

 $
 -

 $
 4,181

 -

loss on intangible assets includes impairment charges on intangible assets. During the year ended December 31, 2024, management identified
impairment indicators related to MOSAIK software. We performed an assessment of projected future cash flows and determined the software
was fully impaired, which resulted in a $4.2 million impairment charge. See Part II, Item 8, Note 8. Financial Statement Components
 for additional discussion.

 Bargain
purchase gain, net of tax

 2024

 2023

 $

 %

 Bargain purchase gain, net of tax

 $
 -

 $
 1,669

 $
 (1,669
)

 (100.0
)

the year ended December 31, 2023, we recorded a bargain purchase gain related to the acquisition of assets from Ibeo. The bargain purchase
gain represents the excess of the fair value of the underlying net assets acquired and liabilities assumed over the purchase consideration
paid in the transaction.

 Interest
expense

 2024

 2023

 $

 %

 Interest expense

 $
 (4,457
)

 $
 (80
)

 $
 (4,377
)

 5,471.3

 The
increase in interest expense during the year ended December 31, 2024 compared to the same period in 2023 relates to $4.4 million of non-cash
interest expense on notes payable that originated in October 2024. See Part II, Item 8, Note 7. Notes Payable and Derivative Liability
 for additional discussion.

loss on derivative liability

 2024

 2023

 $

 %

 (In

 Unrealized loss
 on derivative liability

 $
 (8,866
)

 $
 -

 $
 (8,866
)

 -

loss on derivative liability reflects the revaluation of our derivative liability associated with notes payable as of December 31, 2024.
Due to the increase in the fair value of the derivative liability as of December 31, 2024 relative to its initial measurement on October
23, 2024, we recognized an unrealized loss during 2024. See Part II, Item 8, Note 7. Notes Payable and Derivative Liability for
additional discussion.

 Other
income (expense), net

 2024

 2023

 $

 %

 Other income

 $
 2,434

 $
 5,590

 $
 (3,156
)

 (56.5
)

 The
decrease in other income during the year ended December 31, 2024 compared to the same period in 2023 is primarily due to a payment received
in 2023 of $3.0 million as an incentive to terminate our previous building lease.

 Income
Taxes

the years ended December 31, 2024 and 2023, we recognized tax expense of $0.5 million and $1.1 million, respectively, mainly related
to income in foreign jurisdictions offset, partially offset by a deferred income tax benefit generated by the reduction to a deferred
tax liability created as a result of the acquisition of Ibeo in Q2 2023. The change in income tax expense during the year ended December
31, 2024 was largely the result of lower profitability in foreign jurisdictions. As of December 31, 2024, we had net operating loss carryforwards
of approximately $498.0 million for federal income tax reporting purposes. In addition, we have research and development tax credits
of $11.1 million. During 2024, $28.2 million federal net operating losses and $0.2 million general business credits expired unused. A
majority of the net operating loss carryforwards and research and development credits available to offset future taxable income, if any,
will expire in varying amounts from 2025 to 2044, if not previously used.

 In
certain circumstances, as specified in the Internal Revenue Code, a 50% or more ownership change by certain combinations of our shareholders
during any three-year period would result in a limitation on our ability to use a portion of our net operating loss carryforwards.

 We
recognize interest accrued and penalties related to unrecognized tax benefits in tax expense. We did not have any unrecognized tax benefits
at December 31, 2024 or at December 31, 2023.

 Liquidity
and Capital Resources

 We
have incurred significant losses since inception. We have funded operations to date primarily through the sale of common stock,
convertible preferred stock, warrants, the issuance of convertible debt and, to a lesser extent, from development contract revenues,
product sales, and licensing activities. As of December 31, 2024, the Company had $54.5 million in cash and cash equivalents and
$20.2 million in short-term investment securities, or $74.7 million total. In February 2025, we raised net proceeds of $7.8 million
through sale of common stock to an existing investor. In addition to cash and cash equivalents, the Company also has potential
availability of $143.6 million comprised of the following:

 $113.6
 million availability left on our existing $150.0 million ATM facility that was put in place in the first quarter of 2024, subject to certain factors including authorized shares available and market conditions, and

 $30.0
 million from the remaining commitment pursuant to the Note, subject to certain limitations. See Part II, Item 8, Note 7. Notes Payable and Derivative Liability.

 In
consideration of the above, the Company has total liquidity of $226.1 million. Pursuant to terms of the Note, we will maintain minimum
cash liquidity of $30.0 million for the duration of the Note term, subject to decreases beginning on May 1, 2025. Based on our current
operating plan, we anticipate that we have sufficient cash and cash equivalents to fund our operations for at least the next 12 months.

 Operating
activities

 Cash
used in operating activities totaled $68.5 million during 2024, compared to $67.1 million in 2023. During the years ended December
31, 2024 and 2023, we made payments of $1.9 million and $3.1 million, respectively, to our contract manufacturing partner in
connection with the buildup of MOVIA sensor inventory for direct sales to both automotive and non-automotive customers. Moreover, we
expect to make additional minimum payments to this partner totaling approximately $6.3 million during 2025 and 2026 in line with
agreed-upon deliveries.

 Investing
activities

the year ended December 31, 2024, cash provided by investing activities was $2.7 million compared to $21.8 million during the same
period in 2023. During the year ended December 31, 2024, we purchased short-term investment securities totaling $26.1 million and
sold short-term investment securities totaling $35.4 million, compared to purchases of $41.7 million and sales of $76.7 million in
the same period of 2023. During the year ended December 31, 2024, we purchased property and equipment totaling $0.4 million compared
to $2.0 million in the same period in 2023. During the year ended December 31, 2024, we made payments totaling $6.3 million related
to the acquisition of Ibeo assets compared to $11.2 million in the same period in 2023.

 Financing
activities

 Net
cash provided by financing activities totaled $72.9 million during the year ended December 31, 2024, compared to $72.4 million during
the same period of 2023. Proceeds received from stock option exercises totaled $0.1 million during the year ended December 31, 2024,
compared to $0.3 million during the same period in 2023. Net proceeds from issuance of common stock were $34.7 million during the year
ended December 31, 2024, compared to $72.3 million during the same period in 2023. In 2024, we received approximately $38.1 million in
net proceeds, inclusive of debt issuance costs, from the issuance of $45.0 million senior secured convertible notes. See Part II,
Item 8. Note 7, Notes Payable and Derivative Liabilities.

 The
following is a list of our financing activities during 2024 and 2023.

 In
 October 2024, we entered into a Securities Purchase Agreement (the "Purchase Agreement") for the purchase of senior secured
 convertible notes (the "Note") with an institutional investor (the "Holder"). The principal amount for the
 initial note is $45.0 million, with an option for the Company to issue additional principal in the amount of $30.0 million of convertible
 notes to the Holder, subject to certain limitation. We received proceeds, net of all costs, of $38.1 million.

 In
 March 2024, we entered into a $150.0 million ATM equity offering agreement with Deutsche Bank Securities, Inc., Mizuho Securities
 USA LLC and Craig-Hallum Capital Group LLC (collectively, the "Agents"). Under the agreement, we are able, at our discretion,
 to offer and sell shares of our common stock having an aggregate value of up to $150.0 million through or directly to the Agents.
 As of December 2024, we completed sales under such sales agreement of 23.3 million shares for net proceeds of $34.7 million. As of
 December 31, 2024, we have approximately $113.6 million available under this sales agreement.

 In
 June 2021, we entered into a $140.0 million ATM equity offering agreement with Craig-Hallum. Under the agreement we were able, at
 our discretion, to offer and sell shares of our common stock having an aggregate value of up to $140.0 million through Craig-Hallum.
 As of December 31, 2022, we had issued 8.3 million shares of our common stock for net proceeds of $81.8 million under this ATM agreement.
 During the quarter ended March 31, 2023, we issued 5.0 million shares of our common stock for net proceeds of $12.5 million under
 the agreement. The sales agreement was terminated in June 2023.

 In
 June 2023, we entered into a $45.0 million ATM equity offering agreement with Craig-Hallum. Under the agreement, we were able, at
 our discretion, to offer and sell shares of our common stock having an aggregate value of up to $45.0 million through Craig-Hallum.
 As of June 30, 2023, we had completed sales under such sales agreement, having sold 10.9 million shares for net proceeds of $43.9
 million. No further shares are available for sales under this agreement.

 Our
capital requirements will depend on many factors, including, but not limited to, the rate at which OEMs and other potential customers
introduce products incorporating our technology and the market acceptance and competitive position of such products. Our ability to raise
capital will depend on numerous factors, including the following:

 Perceptions
 of our ability to continue as a going concern;

 Market
 acceptance of products incorporating our technology;

 Changes
 in evaluations and recommendations by any securities analysts following our stock or our industry generally;

 Announcements
 by other companies in our industry;

 Changes
 in business or regulatory conditions;

 Announcements
 or implementation by our competitors of technological innovations or new products;

 The
 status of particular development programs and the timing of performance under specific development agreements;

 Economic
 and stock market conditions;

 The
 cost of filing, prosecuting, defending and enforcing any patent claims and other intellectual property rights;

 Our
 ability to establish cooperative development or licensing arrangements;

 Our authorized shares available for sale; or

 Other
 factors unrelated to our company or industry.

 If
we are successful in establishing OEM co-development arrangements, we may receive full or partial funding for certain non-recurring engineering
costs for technology development and/or product development. Nevertheless, we expect our capital requirements to remain high as we expand
our activities and operations with the objective of commercializing our technology.

 Recent
Accounting Pronouncements

 See
Note 2, "Summary of significant accounting policies," in the notes to the consolidated financial statements found in Part
II, Item 8 of this Form 10-K.

 ITEM
 7A.
 QUANTITATIVE
 AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 Interest
Rate and Market Liquidity Risks

 As
of December 31, 2024, all of our cash and cash equivalents have variable interest rates; however, we believe our exposure to market and
interest rate risks is not material. Due to the generally short-term maturities of our investment securities, we believe that the market
risk arising from our holdings of these financial instruments is not significant. We do not believe that inflation has had a material
effect on our business, financial condition or results of operations; however, we do anticipate our labor costs to increase as a result
of inflationary pressures.

 Our
investment policy generally directs that the investment managers should select investments to achieve the following goals: principal
preservation, adequate liquidity, and return. As of December 31, 2024, our cash and cash equivalents are comprised of short-term highly
rated (A rated securities and above) money market savings accounts and our short-term investments are comprised of highly rated corporate
and government debt securities (A rated securities and above). The values of cash and cash equivalents and investment securities, available-for-sale
as of December 31, 2024, are as follows (in thousands):

 Percent

 Cash and cash equivalents

 $
 54,486

 72.9
 %

 Less than one year

 27.1

 $
 74,702

 100.0
 %

Exchange Rate Risk

 Our
major contract and collaborative research and development agreements, product sales, and licensing activity payments are currently made
in U.S. dollars or Euros. Changes in the relative value of the U.S. dollar to the Euro and other currencies may affect revenue and other
operating results as expressed in U.S. dollars. In addition, our international subsidiary financial statements are denominated in Euros.
As such, the consolidated financial statements will continue to remain subject to the impact of foreign currency translation as our international
operations continue to expand. In the future, we may enter into foreign currency hedges to offset material exposure to currency fluctuations
when we can adequately determine the timing and amounts of the exposure.

 ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

TO CONSOLIDATED FINANCIAL STATEMENTS

 Page

 Report of Independent Registered Public Accounting Firm (Moss Adams LLP, Seattle, Washington, PCAOB ID: 659)

 Consolidated Balance Sheets as of December 31, 2024 and 2023

 Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022

 Consolidated Statements of Comprehensive Loss for the years ended December 31, 2024, 2023 and 2022

 Consolidated Statements of Shareholders' Equity for the years ended December 31, 2024, 2023 and 2022

 Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022

 Notes to Consolidated Financial Statements

 Report
of Independent Registered Public Accounting Firm

 To
the Shareholders and the Board of Directors of

Inc.

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheets of MicroVision, Inc. (the "Company") as of December 31, 2024
and 2023, the related consolidated statements of operations, comprehensive loss, stockholders' equity and cash flows for each
of the three years in the period ended December 31, 2024, and the related notes and schedules (collectively referred to as the
"consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all
material respects, the consolidated financial position of the Company as of December 31, 2024 and 2023, and the consolidated results
of its operations and its cash flows for each of the three years ended in the period December 31, 2024, in conformity with
accounting principles generally accepted in the United States of America.

 Basis
for Opinion

 These
consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion
on the Company's consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB")
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to
error or fraud. The Company is not required to have, nor were we engaged to perform, an
audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal
control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal
control over financial reporting. Accordingly, we express no such opinion.

 Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether
due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that our audits provide a reasonable basis for our opinion.

 Critical
Audit Matters

 The
critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that
were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material
to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

 The communication
of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are
not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or
disclosures to which they relate.

 Valuation
of Derivative Liability

 As
described in note 7, the fair value of the derivative liability is determined utilizing a "with and without" method, in which
the fair value is calculated as the difference in the fair value of the entire hybrid instrument and the fair value of the instrument
excluding the bifurcated derivative features. The fair value of the hybrid instrument is estimated using a binomial lattice model. The
fair value of the host contract excluding embedded derivative features is estimated using a debt discounted cash flow model, which assumes
that the contract is a debt instrument with only the option to redeem partial principal payments prior to maturity. The estimated fair
value of the derivative liability was $14.6 million as of December 31, 2024.

 We
identified the valuation of derivative liability as a critical audit matter. Performing audit procedures to evaluate the reasonableness
of the fair value estimates and underlying inputs and assumptions required especially challenging and subjective auditor judgment and
an increased extent of effort, including the need to involve of our valuation professionals.

 Addressing
the matter involved performing procedures and evaluating audit evidence in connection with forming an overall opinion on the consolidated
financial statements. Our audit procedures related to the matter included the following, among others:

 Testing management's process used in determining the
estimated fair value of the derivative liability by:

 Involving
 our valuation professionals with specialized skills and knowledge who assisted in evaluating
 the valuation methodologies and the reasonableness of significant assumptions.

 Testing
 the mathematical accuracy of management's calculations.

 Testing
 the completeness, accuracy and reliability of the underlying data used in the estimate, such
 as historical volatility, stock price, and daily trading volume.

of Intangible Assets

 As
described in notes 2 and 8 to the consolidated financial statements, intangible assets are reviewed for impairment whenever events or
changes in circumstances indicate the carrying value may not be recoverable. Recoverability of these assets is measured by comparison
of their carrying values to the projected undiscounted net cash flows associated with the related intangible assets or group of assets
over their remaining lives. Measurement of an impairment loss for intangible assets is based on the difference between the fair value
of the asset and its carrying value. The carrying value of intangible assets was $11.0 million as of December 31, 2024.

 We
identified the impairment assessment of intangible assets as a critical audit matter. Performing audit procedures to evaluate the significant
assumptions used by management when developing the undiscounted cash flows to be generated by the assets required a high degree of auditor
judgment, subjectivity and effort when performing and evaluating the results of those procedures.

 Addressing
the matter involved performing procedures and evaluating audit evidence in connection with forming an overall opinion on the consolidated
financial statements. Our audit procedures related to the matter included the following, among others:

 Testing
 management's process for developing the estimated future undiscounted cash flows used
 in the impairment assessment.

 Evaluating
 the appropriateness of the undiscounted cash flows model.

 Testing
 the completeness and accuracy of the underlying data used in the model.

 Evaluating
 the reasonableness of the significant assumptions used by management related to estimated
 future undiscounted cash flows.

 Evaluating
 management's ability to forecast cash flows by comparing actual results to management's
 historical forecasts.

 /s/
 Moss Adams

 Seattle,
Washington

 March 26, 2025

 We
have served as the Company's auditor since 2012.

Inc.

Balance Sheets

 (In
thousands, except per share data)

 2024

 2023

 2024

 2023

 Current assets

 Cash and cash equivalents

 $
 54,486

 $
 45,167

 Investment securities, available-for-sale

 Restricted cash, current

 3,263

 Accounts receivable, net of allowances

 2,294

 3,874

 Other current assets

 4,287

 4,890

 Total current assets

 82,470

 86,754

 Property and equipment, net

 7,061

 9,032

 Operating lease right-of-use assets

 16,746

 13,758

 Restricted cash, net of current portion

 1,500

 Intangible assets, net

 10,972

 17,235

 Other assets

 2,412

 1,895

 Total assets

 $
 121,161

 $
 129,635

 Liabilities and shareholders' equity

 Current liabilities

 Accounts payable

 $
 1,132

 $
 2,271

 Accrued liabilities

 2,542

 8,640

 Accrued liability for Ibeo business combination

 -

 6,300

 Contract liabilities

 Derivative liability

 -

 Notes payable, current

 24,248

 -

 Operating lease liabilities, current

 2,682

 2,323

 Other current liabilities

 Total current liabilities

 45,951

 20,503

 Notes payable, net of current portion

 8,754

 -

 Operating lease liabilities, net of current portion

 15,954

 12,714

 Other long-term liabilities

 1,733

 Total liabilities

 72,392

 33,831

 Commitments and contingencies (Note 11)

 -

 -

 Shareholders' equity

 Preferred stock, par value $ 0.001; 25,000 shares authorized; zero and zero shares issued and outstanding as of December 31, 2024 and 2023

 -

 -

 Common stock, par value $ 0.001; 310,000 shares authorized; 224,993 and 194,736 shares issued and
 outstanding as of December 31, 2024 and 2023, respectively

 Additional paid-in capital

 910,825

 860,765

 Accumulated other comprehensive income

 -

 Accumulated deficit

 ( 862,281
)

 ( 765,366
)

 Total shareholders' equity

 48,769

 95,804

 Total liabilities and shareholders' equity

 $
 121,161

 $
 129,635

 The
accompanying notes are an integral part of these consolidated financial statements

Inc.

Statements of Operations

 (In
thousands, except per share data)

 2024

 2023

 2022

 2024

 2023

 2022

 $
 4,696

 $
 7,259

 $

 Cost of revenue

 7,530

 2,772

 Gross (loss) profit

 ( 2,834
)

 4,487

 Research and development expense

 49,015

 56,707

 30,413

 Sales, marketing, general and administrative expense

 29,346

 36,689

 24,041

 Impairment loss on intangible assets

 4,181

 -

 -

 Loss (gain) on disposal of fixed assets

 ( 34
)

 -

 Total operating expenses

 82,685

 93,362

 54,454

 Loss from operations

 ( 85,519
)

 ( 88,875
)

 ( 53,890
)

 Bargain purchase gain, net of tax

 -

 1,669

 -

 Interest expense

 ( 4,457
)

 ( 80
)

 ( 62
)

 Unrealized loss on derivative liability

 ( 8,866
)

 -

 -

 Other income

 2,434

 5,590

 Net loss before taxes

 $
 ( 96,408
)

 $
 ( 81,696
)

 $
)

 Income tax expense

 ( 507
)

 ( 1,146
)

 -

 $
)

 $
)

 $
)

 Net loss per share - basic and diluted

 $
 ( 0.46
)

 $
 ( 0.45
)

 $
 ( 0.32
)

 Weighted-average shares outstanding - basic and diluted

 209,510

 182,802

 165,958

 The
accompanying notes are an integral part of these consolidated financial statements.

Inc.

Statements of Comprehensive Loss

 (In

 2024

 2023

 2022

 2024

 2023

 2022

 $
)

 $
)

 $
)

 Other comprehensive income

 Unrealized gain (loss) on investment securities, available-for-sale

 -

 ( 108
)

 Unrealized (loss) gain on translation

 ( 210
)

 -

 Total comprehensive income (loss)

 ( 210
)

 ( 108
)

 Comprehensive loss

 $
 ( 97,125
)

 $
 ( 82,505
)

 $
 ( 53,199
)

 The
accompanying notes are an integral part of these consolidated financial statements.

Inc.

Statements of Shareholders' Equity

 (In

 Shares

 Par value

 capital

 income (loss)

 deficit

 equity

 Accumulated

 Additional

 other

 Total

 Common Stock

 paid-in

 comprehensive

 Accumulated

 shareholders'

 Shares

 Par value

 capital

 income (loss)

 deficit

 equity

 Balance at December 31, 2021

 164,363

 $

 $
 742,042

 $
 ( 19
)

 $
 ( 629,433
)

 $
 112,754

 Share-based compensation expense

 1,294

 15,460

 -

 -

 15,461

 Exercise of options

 -

 -

 Sales of common stock, net

 4,321

 13,994

 -

 -

 13,999

 -

 -

 -

 -

)

)

 Other comprehensive loss

 -

 -

 -

 ( 108
)

 -

 ( 108
)

 Balance at December 31, 2022

 170,503

 $

 772,221

 $
 ( 127
)

 $
 ( 682,524
)

 $
 89,741

 Share-based compensation expense

 1,946

 16,139

 -

 -

 16,141

 Exercise of options

 -

 -

 -

 Sales of common stock, net

 22,096

 72,230

 -

 -

 72,252

 -

 -

 -

 -

)

)

 Other comprehensive income

 -

 -

 -

 -

 Balance at December 31, 2023

 194,736

 $

 $
 860,765

 $

 $
 ( 765,366
)

 $
 95,804

 Balance

 194,736

 $

 $
 860,765

 $

 $
 ( 765,366
)

 $
 95,804

 Share-based compensation expense

 4,537

 11,530

 -

 -

 11,535

 Exercise of options

 -

 -

 -

 Sales of common stock, net

 23,291

 34,725

 -

 -

 34,748

 Conversions of notes payable

 2,345

 3,743

 -

 -

 3,745

 -

 -

 -

 -

)

)

 Other comprehensive loss

 -

 -

 -

 ( 210
)

 -

 ( 210
)

 Other comprehensive income (loss)

 -

 -

 -

 ( 210
)

 -

 ( 210
)

 Balance at December 31, 2024

 224,993

 $

 $
 910,825

 $
 -

 $
 ( 862,281
)

 $
 48,769

 Balance

 224,993

 $

 $
 910,825

 $
 -

 $
 ( 862,281
)

 $
 48,769

 The
accompanying notes are an integral part of these consolidated financial statements.

Inc.

Consolidated Statements of Cash Flows

 (In

 2024

 2023

 2022

 2024

 2023

 2022

 Cash flows from operating activities

 $
)

 $
)

 $
)

 Adjustments to reconcile net loss to net cash used in operations:

 Depreciation and amortization

 6,920

 7,864

 2,246

 Bargain purchase gain, net of tax

 -

 ( 1,669
)

 -

 Loss (gain) on disposal of fixed assets

 ( 34
)

 -

 Unrealized loss on derivative liability

 8,866

 -

 -

 Impairment of intangible assets

 4,181

 -

 -

 Impairment of operating lease right-of-use assets

 -

 -

 Impairment of property and equipment

 -

 Inventory write-downs

 2,045

 Amortization of debt discount and issuance costs on notes payable

 4,382

 -

 -

 Share-based compensation expense

 11,535

 16,141

 15,461

 Net accretion of premium on short-term investments

 ( 951
)

 ( 1,275
)

 Change in:

 Accounts receivable

 ( 949
)

 -

 ( 495
)

 ( 892
)

 ( 168
)

 Other current and non-current assets

 ( 2,096
)

 ( 217
)

 Accounts payable

 ( 1,139
)

 ( 1,737
)

 Accrued liabilities

 ( 6,098
)

 6,571

 Contract liabilities and other current liabilities

 ( 188
)

 ( 6,452
)

 ( 293
)

 Operating lease liabilities

 ( 2,491
)

 ( 2,500
)

 ( 1,280
)

 Other long-term liabilities

 1,152

 -

 Net cash used in operating activities

 ( 68,540
)

 ( 67,090
)

 ( 38,019
)

 Cash flows from investing activities

 Sales of investment securities

 35,411

 76,700

 60,576

 Purchases of investment securities

 ( 26,065
)

 ( 41,710
)

 ( 90,158
)

 Advance to Ibeo

 -

 -

 ( 4,132
)

 Cash paid for Ibeo business combination

 ( 6,300
)

 ( 11,233
)

 -

 Purchases of property and equipment

 ( 374
)

 ( 1,935
)

 ( 4,359
)

 Net cash provided by (used in) investing activities

 2,672

 21,822

 ( 38,073
)

 Cash flows from financing activities

 Principal payments under finance leases

 -

 ( 21
)

 ( 26
)

 Principal payments under notes payable

 -

 -

 ( 392
)

 Principal proceeds from notes payable, net of debt discount and issuance costs

 38,080

 -

 -

 Proceeds from stock option exercises

 Net proceeds from issuance of common stock

 34,748

 72,284

 13,999

 Net cash provided by financing activities

 72,890

 72,438

 14,307

 Effect of exchange rate changes on cash and cash equivalents and restricted cash

 ( 166
)

 -

 Change in cash, cash equivalents, and restricted cash

 6,856

 27,437

 ( 61,785
)

 Cash, cash equivalents, and restricted cash at beginning of period

 49,391

 21,954

 83,739

 Cash, cash equivalents, and restricted cash at end of period

 $
 56,247

 $
 49,391

 $
 21,954

 Supplemental schedule of non-cash investing and financing activities

 Common stock issued in conversion of note payable

 $
 3,745

 $
 -

 $
 -

 Non-cash additions to property and equipment

 $
 -

 $
 -

 $

 Amounts issued to escrow for acquisition consideration

 $
 -

 $
 6,300

 $
 -

 Acquisition of right-of-use asset

 $
 5,395

 $
 1,338

 $
 10,184

 Accrued financing fees

 $
 -

 $
 ( 32
)

 $
 -

 Foreign currency translation adjustments

 $
 ( 210
)

 $

 $
 -

 Unrealized (gain) loss on investment securities, available-for-sale

 $
 -

 $

 $
 ( 108
)

 The following table provides
a reconciliation of the cash, cash equivalents, and restricted cash balances as of December 31, 2024, 2023 and 2022:

 2024

 2023

 2022

 2024

 2023

 2022

 Cash and cash equivalents

 $
 54,486

 $
 45,167

 $
 20,536

 Restricted cash, current

 3,263

 -

 Restricted cash, net of current portion

 1,500

 1,418

 Cash, cash equivalents and restricted cash

 $
 56,247

 $
 49,391

 $
 21,954

 The
accompanying notes are an integral part of these consolidated financial statements.

Inc.

 Notes
to Consolidated Financial Statements

 1.
 DESCRIPTION OF BUSINESS

Inc. is committed to driving the global adoption of proprietary products, which leverage deterministic AI at the edge with the
Company's innovative perception and application software running on diverse lidar sensors. The Company's solutions
enable ADAS and autonomy features for customers in a wide range of industries including robotics, automated warehouse, agriculture,
mining, military, and automotive. The Company's deterministic AI at the edge software running on sensors enables intelligent
autonomous, active safety, and automation systems which depend on secure, cost-effective and energy-efficient solutions. This
software has been developed in close collaboration with automotive customers and the Company is now rapidly expanding with it into
new industrial and commercial vehicle sectors.

 With
engineering teams based in Redmond, Washington and Hamburg, Germany, the Company develops and supplies integrated solutions built on
the perception software stack, incorporating application software and processing data from differentiated sensor systems. The Company's
extensive experience in developing and productizing core lidar hardware and software components, along with expertise in edge computing,
positions the Company as a valuable commercial partner capable of delivering high-value, low-power products.

 Liquidity

 The
Company has incurred significant losses since inception. Operations to date have been funded primarily through the sale of common stock,
convertible preferred stock, warrants, the issuance of convertible debt and, to a lesser extent, from development contract revenues,
product sales, and licensing activities.

 As
of December 31, 2024, the Company had total liquidity of $ 74.7 million including $ 54.5 million in cash and cash equivalents and $ 20.2
million in short-term investment securities. In addition, the Company has approximately $ 113.6 million availability under its current
at-the-market ("ATM") facility as of December 31, 2024, subject to certain conditions. On October 23, 2024, the Company issued $ 45.0 million in senior secured
convertible notes for gross proceeds of $ 41.4 million and has a remaining commitment pursuant to the convertible note facility of $ 30.0
million, subject to certain limitations (see Note 7. Notes Payable and Derivative Liability).

 Subsequent to the date of these financial statements, on February 4, 2025,
the Company sold shares of common stock and warrants to purchase common stock for net proceeds of approximately $ 7.8 million. Additionally, subsequent to the date of these financial statements, maturities of the $ 45.0 million senior secured
convertible notes were reduced by $ 10.6 million (see Note 16. Subsequent Events). To date, total maturities have been reduced by $ 12.3
million, inclusive of $ 1.8 million reduced prior to December 31, 2024 (see Note 7. Notes Payable and Derivative Liability). Based on the current operating plan, the Company anticipates having sufficient cash and cash equivalents to fund
operations for at least the next 12 months from the issuance of these consolidated financial statements.

 2.
 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Principles
of Consolidation

 The
consolidated financial statements and accompanying notes include the accounts of the Company and its wholly owned subsidiaries, after
elimination of all intercompany balances and transactions. Certain reclassifications have been made to prior year financial statements
to conform to classifications used in the current year. These reclassifications had no impact on net loss, shareholders' equity
or cash flows, as previously reported.

 Use
of Estimates

 The
preparation of financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions that affect the
reported amounts therein. The most significant estimates and assumptions relate to business combinations, valuation of intangibles, valuation
of derivative liabilities, revenue recognition, inventory valuation, valuation of share-based payments, income taxes, depreciable lives
assessment and related disclosure of contingent assets and liabilities. Due to the inherent uncertainty involved, actual results reported
in future periods could differ from those estimates.

Currency Translation

currency transaction gains and losses are a result of the effect of exchange rate changes on transactions denominated in currencies other
than the functional currency. Realized gains and losses on those foreign currency transactions are included in determining net loss for
the period of exchange and are recorded in other income in the consolidated statements of operations.

 Segment
Information

 The
Company determines operating segments based on how the chief operating decision maker ("CODM") manages the business, makes
operating decisions around the allocation of resources, and evaluates operating performance. The CODM is the Executive Management team.
The Company has determined that it operates in one operating segment and one reportable segment, relating to the sale and servicing of
lidar hardware and software, as the CODM regularly reviews financial information presented on a consolidated basis. Financial information
regularly reviewed by the CODM includes revenue, income or loss from operations, and net income or loss.

 Business
Combination

 Business
combinations are accounted for under the acquisition method. As such, the fair value of the Ibeo purchase consideration was allocated
to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date.
The excess of the fair value of the underlying net assets acquired and liabilities assumed over the purchase consideration was included
in bargain purchase gain, net of tax in the consolidated statements of operations. Such valuations require management to make significant
estimates and assumptions, especially with respect to intangible assets.

 Cash
and Cash Equivalents and Fair Value of Financial Instruments

 Fair
value is defined as the exchange price that would be received for an asset or paid to transfer a liability in an orderly transaction
between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market
participants would use in pricing an asset or liability. As a basis for considering such assumptions, the authoritative guidance establishes
a three level fair value inputs hierarchy and requires an entity to maximize the use of observable valuation inputs and minimize the
use of unobservable inputs. The Company uses market data, assumptions and risks that market participants would use in measuring the fair
value of the asset or liability, including the risks inherent in the inputs and the valuation techniques.

 Financial
instruments include cash and cash equivalents, investment securities, accounts receivable, accounts payable and accrued liabilities.
The carrying value of financial instruments approximate fair value due to their short maturities. Cash equivalents are comprised of short-term
highly rated (A rated securities and above) money market savings accounts.

 Short-term
investment securities primarily consist of debt securities. The Company has classified its entire investment portfolio as available-for-sale.
Available-for-sale securities are stated at fair value with unrealized gains and losses included in other comprehensive income (loss).
Dividend and interest income are recognized when earned. Realized gains and losses, if any, are presented separately on the income statement.

 Restricted
Cash

 Restricted
cash is held in money market savings accounts and serves as collateral for irrevocable letters of credit related to our facility
lease agreements. The restricted cash balance as of December 31, 2024 includes $ 0.5
million and $ 0.2
million of collateral under two letters of credit, issued in connection with lease agreements for the Company's headquarters
and general office and lab space, respectively, in Redmond, Washington. The restricted cash balance also includes approximately
$ 1.0
million for a security deposit associated with a lease agreement for office space in Hamburg,
Germany.

consists of raw materials, work in process and finished goods assemblies. Inventory is computed using the first-in, first-out (FIFO)
method and is stated at the lower of cost and net realizable value. Management periodically assesses the need to account for obsolescence
of inventory and adjusts the carrying value of inventory to its net realizable value when required.

 Intangible

 Intangible
assets consist of acquired technology from the January 2023 Ibeo asset purchase and purchased patents. As part of the Ibeo asset acquisition,
two intangible assets were primarily acquired in the form of Perception software and Reference software, with initial useful lives of
 15 years and 8 years, respectively. The estimated fair value of acquired technology was calculated through the income approach using
the multi-period excess earnings and relief from royalty methodologies. The intangible assets are amortized using the straight-line method
over their estimated period of benefit, ranging from one to seventeen years. Intangible assets are reviewed for impairment whenever events
or changes in circumstances indicate the carrying value may not be recoverable (see Note 8. Financial Statement Components – Intangible
Assets for discussion of impairment). Recoverability of these assets is measured by comparison of their carrying values to the projected
undiscounted net cash flows associated with the related intangible assets or group of assets over their remaining lives. Measurement
of an impairment loss for intangible assets is based on the difference between the fair value of the asset and its carrying value.

 Property
and Equipment

 Property
and equipment are stated at cost and depreciated over the estimated useful lives of the assets ( two to five years) using the straight-line
method. Property and equipment may include assets related to future product lines. As production needs change, management will periodically
assess the remaining estimated useful life of production equipment. If necessary, depreciation on production equipment will be adjusted
to reflect the remaining estimated useful life. Leasehold improvements are depreciated over the lesser of the estimated useful life or
the lease term. Costs for repairs and maintenance are charged to expense as incurred and expenditures for major improvements are capitalized
at cost. Gains or losses on the disposition of assets are reflected in the consolidated statements of operations at the time of disposal.

 Leases

 Management
assesses all contracts executed to determine whether the agreements contain a lease component. Significant judgment may be required to
determine whether a contract contains a lease, the length of the lease term, the allocation of the consideration between lease and non-lease
components, and the appropriate discount rate to be applied. Management reviews the underlying objective of each contract, the terms
of the contract, and considers current and future business conditions when making these judgments.

 The
Company's lease obligations consist of various office and equipment operating leases. Operating lease assets are recorded under
the operating lease right-of-use asset ("ROU") line item, while liabilities are recorded under the current portion of operating
lease liability and operating lease liability, net of current portion line items on the consolidated balance sheets.

 Operating
lease ROU assets and liabilities are recognized upon lease commencement based on the present value of payments over the lease term. For
leases which do not provide an implicit rate, the Company's incremental borrowing rate as of the commencement date serves as the
discount rate to determine the present value of lease payments. Lease expense from operating leases is recognized on a straight-line
basis over the lease term.

 Notes
Payable

 The
Company evaluates all conversion, redemption, and put features contained in its debt instruments to determine if there are any embedded
features that require bifurcation as a derivative. The Company accounts for debt as a long-term liability, with the current portion classified
as a short-term liability, equal to the amount repayable at maturity, net of any debt discount and issuance costs, within notes payable
on the consolidated balance sheets. The debt discount and issuance costs are amortized over the term of the Note, using the effective
interest method, as interest expense in the accompanying consolidated statements of operations. Conversions of principal are accounted
for in accordance with ASC 470-20, "Debt with Conversion and Other Options," with immediate expense of the unamortized discount
associated with the converted principal.

 Derivative
Liability

 The
Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded
derivatives in accordance with ASC 815, "Derivatives and Hedging". For derivative financial instruments that are accounted
for as liabilities, the derivative instrument is initially recorded at its fair value on the issuance date and is then re-valued at each
reporting date, with changes in the fair value reported as an unrealized gain or loss in earnings on the consolidated statements of operations.
The Company has elected to classify the entirety of its derivatives in current liabilities.

Recognition

 The
following is a description of principal activities from which the Company generates revenue. Revenues are recognized when control of
the promised goods or services are transferred to customers, in an amount that reflects the consideration that the Company expects to
receive in exchange for those goods or services.

 The
Company evaluates contracts based on the 5-step model as stated in Topic 606 as follows: (i) identify the contract, (ii) identify the
performance obligations, (iii) determine the transaction price, (iv) allocate the transaction price, and (v) recognize revenue when (or
as) performance obligations are satisfied.

 A
contract contains a promise (or promises) to transfer goods or services to a customer. A performance obligation is a promise (or a group
of promises) that is distinct, as defined in the revenue standard.

 The
transaction price is the amount of consideration an entity expects to be entitled to from a customer in exchange for providing the goods
or services. A number of factors should be considered to determine the transaction price, including whether there is variable consideration,
a significant financing component, noncash consideration, or amounts payable to the customer. The determination of variable consideration
will require a significant amount of judgment. In estimating the transaction price, the Company will use either the expected value method
or the most likely amount method.

 The
transaction price is allocated to the separate performance obligations in the contract based on relative standalone selling prices. Determining
the relative standalone selling price can be challenging when goods or services are not sold on a standalone basis. The revenue standard
sets out several methods that can be used to estimate a standalone selling price when one is not directly observable. Allocating discounts
and variable consideration must also be considered. Allocating the transaction price can require significant judgement on the Company's
part.

is recognized when (or as) the customer obtains control of the good or service/performance obligations are satisfied. Topic 606 provides
guidance to help determine if a performance obligation is satisfied at a point in time or over time. Where a performance obligation is
satisfied over time, the related revenue is also recognized over time.

revenue is primarily derived from sales of lidar hardware and systems. While each contract is individually assessed to identify separate
performance obligations, a performance obligation generally consists of an individual sensor or sensor system, inclusive of all materials
and integrated software. Transaction prices are normally fixed, as the Company does not include variable consideration or the exchange
of any other goods as part of the contract. Revenue is recognized upon shipment of the product to the customer, as control and title
of the product passes to the customer at the point of shipment. Product sales generally include acceptance provisions, however, as it
can be objectively determined that agreed-upon customer specifications have been met prior to shipment, control of the item passes at
the time of shipment.

 License
and Royalty Revenue

 License
and royalty revenue consists of revenue from the licensing of various software and intellectual property owned by MicroVision, and any
royalties generated from their use in products sold by customers.

 Software
licenses sold are either a license to install and use, whether perpetual or fixed-term, or a license to access the software, which is
normally a volume-based license. Revenue from licenses to install is recognized at the point when the customer is granted the ability
to install the software, as these licenses represent functional intellectual property with significant standalone functionality. Revenue
from licenses to access is recognized over the period of time in which the Company has ongoing obligations under the agreement, as these
licenses represent symbolic intellectual property, which exclude significant standalone functionality. Revenue recognized each period
is based on the appropriate measure of progress, typically being the number of usage hours consumed.

from sales-based royalties is recognized based on reports provided by customers which identify the number of royalty-bearing products
sold or otherwise distributed. For any customers that fail to provide timely reports, management estimates the number of royalty-bearing
products sold based on historical sales volume and available forecast data.

revenue in a particular period is dependent upon when the contract is entered into, the value of the contract, and the availability of
technical resources to perform work on the contract. Each performance obligation associated with development contracts is identified
at contract inception. The contracts generally include product development and customization specified by the customer. For contracts
with multiple product development or customization components, each component is evaluated to determine whether it is distinct within
the context of the contract and represents a standalone performance obligation. Components which are deemed not distinct at contract
inception are combined into a single performance obligation.

 Development
contracts are primarily fixed-fee contracts. Contract revenue is recognized either at a point in time, or over time, depending upon the
characteristics of the individual contract. If control of the deliverable(s) passes to the customer over time, the revenue is recognized
in proportion to the transfer of control. If control passes to the customer only upon completion and transfer of the asset, revenue is
recognized upon completion of the contract. For contracts which include significant customer acceptance provisions, revenue is recognized
only upon acceptance of the deliverable(s).

 If
control of deliverables passes to the customer over time, revenue is recognized based on the proportion of total cost expended to the
total cost expected to complete the contract performance obligation (defined as the 'input method' under Topic 606). For
contracts which require the input method of revenue recognition, the determination of the total cost expected to complete the performance
obligation(s) involves significant judgment. Management initially estimates the resources required to complete each relevant performance
obligation, and incorporates revisions to hour and cost estimates throughout the course of the contract as necessary.

 Cost
of Product Revenue

 Cost
of product revenue includes the direct and allocated indirect costs of products sold to customers. Direct costs include labor, materials,
reserves for estimated warranty expenses, and other costs incurred directly, or charged by contract manufacturers in the manufacture
of these products. Indirect costs include labor, manufacturing overhead, and other costs associated with manufacturing activities. Manufacturing
overhead includes the costs of procuring, inspecting and storing material, facility and other costs, and is allocated to cost of product
revenue based on the proportion of indirect labor which supported production activities. The cost of product revenue can fluctuate significantly
from period to period, depending on product mix and volume, the level of manufacturing overhead expense and the volume of direct material
purchased.

 Cost
of Contract Revenue

 Cost
of contract revenue includes both direct and allocated indirect costs of performing work on contracts and producing prototype units and
evaluation kits. Direct costs include labor, materials and other costs incurred directly in producing prototype units and evaluation
kits or performing work on a contract. Indirect costs include labor and other costs associated with research and development and building
technical capabilities and capacity. Cost of contract revenue is determined by the level of direct and indirect costs incurred, which
can fluctuate substantially from period to period.

 Manufacturing
overhead, which includes the costs of procuring, inspecting and storing material, and facility and depreciation costs, is allocated to
inventory, cost of product revenue, cost of contract revenue, and research and development expense based on the level of effort supporting
production or research and development activity.

 Concentration
of Credit Risk

 Financial
instruments that potentially subject the Company to a concentration of credit risk are primarily cash, cash equivalents, and investment
securities. As of December 31, 2024, cash and cash equivalents are comprised of operating checking accounts and short-term highly rated
money market savings accounts. Short-term investments are comprised of highly rated corporate bonds and U.S. Treasury securities.

 For
the year ended December 31, 2024, three customers accounted for 60 %, 13 %, and 10 % of total revenue, respectively, or $ 2.8 million, $ 0.6
million, and $ 0.5 million of total revenue, respectively. For the same period in 2023, two customers accounted for 63 % and 11 % of total
revenue, respectively, or $ 4.6 million and $ 0.8 million, respectively.

 As
of December 31, 2024, accounts receivable related to these customers accounted for 82 % of total accounts receivable, net of allowances
on the consolidated balance sheets.

 Typically,
a significant concentration of components and the products sold are manufactured and obtained from single or limited-source suppliers.
The loss of any single or limited-source supplier, the failure of any of these suppliers to perform as expected, or the disruption in
the supply chain of components from these suppliers could subject the Company to risks and uncertainties including, but not limited to,
increased cost of sales, possible loss of revenues, or significant delays in product development or product deliveries, any of which
could adversely affect the Company's financial condition and operating results.

 Income
Taxes

 Deferred
tax assets and liabilities are recorded for differences between the financial statement and tax bases of the assets and liabilities that
will result in taxable or deductible amounts in the future, based on enacted tax laws and rates applicable to the periods in which the
differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets
to the amount expected to be realized. Income tax expense is recorded for the amount of income tax payable for the period increased or
decreased by the change in deferred tax assets and liabilities during the period.

and Development

and development expense consists of labor and subcontractor costs for internal research and product development activities, direct material
to support development programs, laboratory operations, outsourced development and processing work, and other operating expenses. Research
and development resources are assigned based on the business opportunity of the available projects, the skill mix of the resources available
and the contractual commitments have been made to customers. Research and development costs are expensed as incurred. It is highly likely
that a substantial level of continuing research and development expense will be required for the Company to further develop its technology.

 Share-Based
Compensation

 The
Company issues share-based compensation to employees in the form of restricted stock units (RSUs), performance stock units (PSUs), and
stock options. Share-based awards are accounted for by recognizing the fair value of share-based compensation expense on a straight-line
basis over the service period of the award, net of estimated forfeitures. The fair value of RSUs and PSUs is determined by the closing
price of common stock on the date of grant. The fair value of stock options is estimated on the grant date using the Black-Scholes option
pricing model. Changes in estimated inputs or using other option valuation methods may result in materially different option values and
share-based compensation expense.

 Recently
Adopted Accounting Pronouncements

 In
November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-07,
Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this update expand annual and interim
disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. All disclosure
requirements under this standard will also be required for public entities with a single reportable segment. The Company adopted ASU
2023-07 during the year ended December 31, 2024.

 Recently
Issued Accounting Pronouncements

 In
December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in this
update require disaggregated information about a reporting entity's effective tax rate reconciliation as well as information on
income taxes paid. ASU 2023-09 is effective for the Company for annual periods beginning January 1, 2025, with early adoption permitted.
The ASU is expected to result in incremental disclosures to the Company's financial statements.

 In
March 2024, the FASB issued ASU No. 2024-01, Compensation: Stock Compensation (Topic 718). The amendments in this ASU clarify existing
guidance related to profits interest and similar awards. ASU 2024-01 is effective for annual and interim periods for the Company beginning
January 1, 2025, with early adoption permitted. The Company is currently evaluating the impact this ASU may have on its financial statements
and related disclosures.

 In
November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures
(Subtopic 220-40). The amendments in this ASU require additional disclosure of specified information about certain costs and expenses
in the notes to the financial statements. ASU 2024-03 is effective for annual periods for the Company beginning January 1, 2027, with
early adoption permitted. The Company is currently evaluating the impact this ASU may have on its financial statement disclosures.

 In
November 2024, the FASB issued ASU No. 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20). The amendments in
this ASU clarify the requirements for determining whether certain settlements of convertible debt instruments should be accounted for
as an induced conversion. The amendments in this Update are effective for all entities for annual reporting periods beginning after December
15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted for all entities that have
adopted the amendments in Update 2020-06. The ASU is not expected to have a material impact on the Company's financial statements
or disclosures.

 3.
 NET LOSS PER SHARE

 Basic
net loss per share is calculated using the weighted-average number of common shares outstanding during the period. Diluted net loss per
share is calculated using the weighted-average number of common shares outstanding and the dilutive effect of all potentially dilutive
securities, including common stock equivalents and convertible securities. As the effect of dilutive securities outstanding during the
period is anti-dilutive, diluted net loss per share is equal to basic net loss per share.

 The
components of basic and diluted net loss per share are as follows (in thousands, except loss per share data):

 SCHEDULE OF BASIC AND DILUTED NET LOSS PER SHARE

 2024

 2023

 2022

 2024

 2023

 2022

 Numerator:

 Net loss available for common shareholders - basic and diluted

 $
)

 $
)

 $
)

 Denominator:

 Weighted-average common shares outstanding - basic and diluted

 209,510

 182,802

 165,958

 Net loss per share - basic and diluted

 $
 ( 0.46
)

 $
 ( 0.45
)

 $
 ( 0.32
)

 For
the years ended December 31, 2024, 2023 and 2022, the following securities from net loss per share have been excluded as the effect of
including them would have been anti-dilutive: outstanding options exercisable into a total of 0.7 million, 0.8 million, and 0.9 million
shares of common stock, respectively; 12.0 million, 10.0 million and 8.9 million nonvested restricted and performance stock units,
respectively; and 34.6 million shares of common stock that may be issued through conversion of the derivative liability (see
Note 7. Notes Payable and Derivative Liability).

 4.
 BUSINESS COMBINATION

 On
January 31, 2023, the Company completed the acquisition of certain net assets of Ibeo, a lidar hardware and software provider based in
Hamburg, Germany. The purpose of the acquisition was to acquire certain Ibeo assets, primarily intellectual property and personnel, which
enabled the Company to expand their technology and product portfolio and diversify revenue streams.

 Total
consideration related to this transaction was approximately EUR 20.0 million or $ 21.6 million, consisting of approximately (i) EUR 7.0
million or $ 7.6 million in cash paid at closing, (ii) EUR 6.6 million or $ 7.1 million in cash advanced to Ibeo prior to closing, (iii)
EUR 3.0 million or $ 3.3 million released from escrow during the quarter ended March 31, 2024, (iv) EUR 0.6 million or $ 0.7 million in
costs paid on behalf of the seller, and (v) EUR 2.7 million or approximately $ 3.0 million after calculating the deduction in purchase
price agreed between both the parties. The remaining balance of approximately EUR 2.7 million was paid during the three months ended
June 30, 2024 and was previously recorded as an accrued liability for Ibeo business combination on the consolidated balance sheet. In
addition, the Company incurred $ 0.6 million of acquisition-related costs associated with the acquisition during the three months ended
March 31, 2023, which were included in Sales, marketing, general and administrative expense.

 The
transaction was accounted for as a business combination. The results of operations for the acquisition are included in the consolidated
financial statements from the date of acquisition onwards.

 The
following table summarizes the final purchase price allocation to assets acquired and liabilities assumed (in thousands):

 SCHEDULE OF PURCHASE PRICE
ALLOCATION TO ASSETS ACQUIRED AND LIABILITIES ASSUMED

 Weighted Average

 Useful Life (in years)

 Total purchase consideration

 $
 21,611

 $
 1,197

 Other current assets

 Operating lease right-of-use assets

 Property and equipment, net

 5,330

 Intangible assets:

 Acquired technology (1)

 17,987

 Order backlog

 Contract liabilities

 ( 1,178
)

 Operating lease liabilities

 ( 234
)

 Deferred tax liabilities

 ( 785
)

 Total identifiable net assets

 $
 23,280

 Bargain purchase gain (2)

 ( 1,669
)

 (1)
 the year ended December 31, 2024, the Company recognized a $ 4.2 million impairment charge
 on certain identified intangible assets acquired in this business combination. See Note 8.
 Financial Statement Components.

 (2)
 The
 bargain purchase gain represents the excess of the fair value of the underlying net assets
 acquired and liabilities assumed over the purchase consideration and is included in bargain
 purchase gain, net of tax in the consolidated statements of operations. The bargain purchase
 gain was attributable to the negotiation process with Ibeo during its insolvency proceedings
 resulting in cash consideration paid being less than the fair value of the net assets acquired.

 The
estimated fair value of acquired technology was calculated through the income approach using the multi-period excess earnings and relief
from royalty methodologies. The estimated fair value of the order backlog was calculated through the income approach using the multi-period
excess earnings methodology.

 Revenue and net income from the acquisition included in the consolidated statement of operations from the acquisition
date through December 31, 2023 is $ 2.3 million and $ 3.9 million, respectively.

 5.
 REVENUE RECOGNITION

 Disaggregation
of Revenue

 The
following table provides information about disaggregated revenue by timing of revenue recognition (in thousands):

OF DISAGGREGATION OF REVENUE

 Total

 Year Ended December 31, 2024

 License and

 Royalty

 Total

 Timing of revenue recognition:

 Products transferred at a point in time

 $
 4,117

 $

 $

 $
 4,696

 Products and services transferred over time

 -

 -

 -

 -

 Total

 $
 4,117

 $

 $

 $
 4,696

 Total

 Year Ended December 31, 2023

 License and

 Royalty

 Total

 Timing of revenue recognition:

 Products transferred at a point in time

 $
 1,019

 $
 4,888

 $
 1,106

 $
 7,013

 Products and services transferred over time

 -

 -

 Total

 $
 1,019

 $
 4,888

 $
 1,352

 $
 7,259

 Total

 Year Ended December 31, 2022

 License and

 Royalty

 Total

 Timing of revenue recognition:

 Products transferred at a point in time

 $
 -

 $

 $
 -

 $

 Products and services transferred over time

 -

 -

 -

 -

 Total

 $
 -

 $

 $
 -

 $

 The following table provides information about revenue and long-lived assets,
which is comprised of property and equipment, net, and operating lease right-of-use assets, by geographic area (in thousands):

 SCHEDULE OF INFORMATION ABOUT REVENUE AND LONG-LIVED ASSETS

 December
 31,

 December
 31,

 December
 31,

 2024

 2023

 2022

 Geographic
 Area

 Long-Lived

 Long-Lived

 Long-Lived

 United States

 $
 1,058

 $
 17,583

 $
 4,627

 $
 19,580

 $

 $
 21,409

 Germany

 3,628

 6,224

 2,138

 3,210

 -

 -

 Other foreign countries

 -

 -

 -

 -

 Total

 $
 4,696

 $
 23,807

 $
 7,259

 $
 22,790

 $

 $
 21,409

Balances

 Under
Topic 606, the Company's rights to consideration are presented separately depending on whether those rights are conditional or
unconditional. Unconditional rights to consideration are included within accounts receivable, net of allowances in the consolidated balance
sheets.

 Significant
changes in the contract assets and the contract liabilities balances during the period are as follows (in thousands, except percentages):

OF CONTRACT WITH CUSTOMER, CONTRACT ASSET, CONTRACT LIABILITY, AND RECEIVABLE

 2024

 2023

 $ Change

 % Change

 Contract assets and accounts receivable

 $

 $

 $
 ( 23
)

 ( 2.4
)

 Contract liabilities

 ( 308
)

 ( 300
)

 ( 8
)

 ( 2.7
)

 Net contract assets (liabilities)

 $

 $

 $
 ( 31
)

 ( 4.8
)

Acquisition Costs

 The
Company is required to capitalize certain contract acquisition costs consisting primarily of commissions paid when contracts are signed.
As the Company currently does not pay any commissions upon the signing of a contract, no commission cost has been incurred as of December
31, 2024.

 Transaction
Price Allocated to the Remaining Performance Obligations

 The
remaining balance of the contract liabilities was approximately $ 0.3 million as of December 31, 2024. The Company expects to recognize
 100 % of this revenue over the next 12 months.

 6.
 INVESTMENT SECURITIES, AVAILABLE-FOR-SALE AND FAIR VALUE MEASUREMENTS

 Investment
securities, available-for-sale is comprised of corporate and government debt securities. The principal markets for the debt securities
are dealer markets which have a high level of price transparency. The market participants for debt securities are typically large money
center banks and regional banks, brokers, dealers, pension funds, and other entities with debt investment portfolios.

 Fair
value is defined as the exchange price that would be received for an asset or paid to transfer a liability in an orderly transaction
between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market
participants would use in pricing an asset or liability. As a basis for considering such assumptions, the authoritative guidance establishes
a three level fair value inputs hierarchy and requires an entity to maximize the use of observable valuation inputs and minimize the
use of unobservable inputs. The Company uses market data, assumptions, and risks that market participants would use in measuring the
fair value of the asset or liability, including the risks inherent in the inputs and the valuation techniques. The hierarchy is summarized
below.

 Level
1 - Quoted prices in active markets for identical assets and liabilities at the measurement date that the reporting entity has the ability
to access.

 Level
2 - Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active
markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable
or can be corroborated by observable market data.

 Level
3 - Unobservable inputs for which there is little or no market data, which requires us to develop our own assumptions, which are significant
to the measurement of the fair values.

 The
valuation inputs hierarchy classification for assets measured at fair value on a recurring basis are summarized below as of December
31, 2024 and 2023 (in thousands). These tables do not include cash held in money market savings accounts.

 SCHEDULE OF FAIR VALUE HIERARCHY ASSETS AND LIABILITIES

 Level 1

 Level 2

 Level 3

 Total

 Investment securities, available for sale:

 $
 -

 $
 14,001

 $
 -

 $
 14,001

 -

 6,215

 -

 6,215

 $
 -

 $

 $
 -

 $

 Level 1

 Level 2

 Level 3

 Total

 Investment securities, available for sale:

 $
 -

 $
 8,471

 $
 -

 $
 8,471

 -

 20,140

 -

 20,140

 $
 -

 $

 $
 -

 $

 Short-term
investments are summarized below as of December 31, 2024 and 2023 (in thousands).

 SCHEDULE OF UNREALIZED GAIN OR LOSS ON SHORT-TERM INVESTMENTS

 Investment

 Cost/

 Gross

 Gross

 Securities,

 Amortized

 Available-

 Cost

 Gains

 For-Sale

 Investment securities, available for sale:

 $
 13,984

 $

 $
 -

 $
 14,002

 6,206

 -

 6,214

 $
 20,190

 $

 $
 -

 $

 Investment securities, available for sale:

 $
 8,466

 $

 $
 ( 1
)

 $
 8,471

 20,119

 -

 20,140

 $
 28,585

 $

 $
 ( 1
)

 $

 The
maturities of the investment securities, available-for-sale as of December 31, 2024 and 2023 are shown below (in thousands):

 SCHEDULE OF MATURITY DATE OF AVAILABLE-FOR-SALE SECURITIES

 Gross

 Gross

 Amortized

 Estimated

 Cost

 Gains

 Fair Value

 Maturity date

 Less than one year

 $
 20,190

 $

 $
 -

 $

 Maturity date

 Less than one year

 $
 28,585

 $

 $
 ( 1
)

 $

 The
following table summarizes investments that have been in a continuous unrealized loss position for less than 12 months and those that
have been in a continuous unrealized loss position for more than 12 months as of December 31, 2024 and 2023 (in thousands):

 SCHEDULE OF UNREALIZED LOSS ON INVESTMENTS SECURITIES

 Less than Twelve Months

 Twelve Months or Greater

 Total

 Gross

 Gross

 Gross

 Fair

 Fair

 Fair

 Value

 Value

 Value

 $
 1,245

 $
 -

 $
 -

 $
 -

 $
 1,245

 $
 -

 -

 -

 -

 -

 -

 -

 $
 1,245

 $
 -

 $
 -

 $
 -

 $
 1,245

 $
 -

 $
 1,488

 $
 ( 1
)

 $
 -

 $
 -

 1,488

 ( 1
)

 1,486

 -

 -

 -

 1,486

 -

 $
 2,974

 $
 ( 1
)

 $
 -

 $
 -

 $
 2,974

 $
 ( 1
)

 7.
 NOTES PAYABLE AND DERIVATIVE LIABILITY

 Background

 On
October 14, 2024, the Company entered into a Securities Purchase Agreement (the "Purchase Agreement") for the purchase of
senior secured convertible notes (the "Note") with an institutional investor (the "Holder"). The principal amount
for the initial note is $ 45.0 million (the "Initial Principal Amount"), with an option for the Company to issue additional
principal in the amount of $ 30.0 million (the "Additional Principal Amount" and, together with the Initial Principal Amount,
the "Principal Amount") of convertible notes to the Holder, subject to certain limitation.

 The
Note will rank senior to all outstanding and future indebtedness of the Company. Beginning on January 1, 2025, the Holder may elect to
require the Company to partially repay the Notes up to $ 1.8 million monthly prior to April 1, 2025, and up to $ 3.5 million monthly on
and after April 1, 2025, plus a 10% premium. In lieu of electing a partial repayment in each of the stated months, the Holder has the
right to convert the Note to shares of the Company's common stock at a conversion price of $ 0.7462 prior to June 1, 2025 and $ 1.5960
on or after June 1, 2025, subject to certain conditions.

the Company has the option to require the Holder to convert the entire Note to shares of common stock if the share price exceeds $ 2.3940
on each of 20 consecutive VWAP Trading Days, subject to certain other equity conditions. If not fully repaid or converted, the end of
term maturity balance is the outstanding principal balance of the Note multiplied by 110 % and matures on October 1, 2026. The Note bears
zero coupon. Pursuant to terms of the Note, the Company will maintain minimum liquidity of $ 30.0 million for the duration of the Note
term, subject to decreases beginning on May 1, 2025.

 On
October 23, 2024, the Purchase Agreement closed and the Note was issued for net proceeds of approximately $ 38.1 million, inclusive of
all discounts, fees, and expenses related to the transaction.

 On
December 30, 2024, pursuant to the terms of the Note, the Holder elected to convert $ 1.8 million of outstanding principal into 2,345,068
shares of the Company's common stock. See Note 16. Subsequent Events for details of additional conversions subsequent to the date
of these financial statements.

 Components

 The
Note is a convertible debt instrument with multiple redemption, conversion, and put features. Certain features qualify as embedded derivatives
requiring bifurcation. Therefore, the bifurcated features are accounted for separately as a compound embedded derivative in accordance
ASC 815, "Derivatives and Hedging" and are included in the derivative liability on the consolidated balance sheets. The host
contract, which represents the Note excluding the derivative liability, is accounted for as non-convertible debt under ASC 470, "Debt"
and is included in notes payable, current and notes payable, net of current portion on the consolidated balance sheets.

 Notes
Payable

 The
host contract is recorded at the total amount repayable at maturity of $ 49.5 million, comprised of $ 45.0 million principal plus a $ 4.5
million 10 % repayment premium, less any conversions of outstanding principal, net of debt discount and issuance costs. The debt discount
is equal to the amount repayable at maturity, net of cash proceeds received at issuance and the initial fair value of the bifurcated
derivative liability. Debt issuance costs are comprised of qualifying expenses resulting directly from the transaction. During the year
ended December 31, 2024, conversions reduced the amount repayable at maturity to $ 47.6 million.

 Supplemental
balance sheet information is as follows:

OF SUPPLEMENT BALANCE SHEET

 2024

 2023

 2024

 2023

 Amount repayable at maturity

 $
 47,575

 $
 -

 Unamortized debt discount

 ( 12,021
)

 -

 Unamortized issuance costs

 ( 2,552
)

 -

 Net carrying amount

 33,002

 -

 Interest
expense related to the amortization of the debt discount and issuance costs was $ 4.4 million for the year ended December 31, 2024, and
$ 0.0 million for the year ended December 31, 2023. The monthly effective interest rate implicit in the Note as of December 31, 2024 under
the interest method was 5.1 %.

 Maturities
of partial repayments, if elected by the Holder, are as follows:

 SCHEDULE OF MATURITIES LONG TERM DEBT

 Years Ended December 31,

 Maturities

 2025

 $
 38,500

 2026

 9,075

 Total partial repayments

 $
 47,575

 Subsequent
to December 31, 2024, the partial repayment amounts and maturity schedule were modified (see Note 16. Subsequent Events).

 Derivative
Liability

 The
derivative liability was initially recorded at its fair value of $ 7.5 million as of the issuance date of October 23, 2024. The derivative
liability is subsequently remeasured and reported at fair value each reporting period, with the changes in fair value recorded as an
unrealized gain or loss and recognized in earnings.

 The
fair value of derivatives not designated as hedging instruments are as follows:

OF DERIVATIVES INSTRUMENTS

 2024

 2023

 2024

 2023

 Derivative liability

 $

 $
 -

 Total

 $

 $
 -

gains and losses associated with derivatives not designated as hedging instruments are as follows:

 SCHEDULE OF UNREALIZED GAIN AND LOSS INSTRUMENTS

 2024

 2023

 2022

 2024

 2023

 2022

 Unrealized loss on derivative liability

 $
 ( 8,866
)

 $
 -

 $
 -

 Total

 $
 ( 8,866
)

 $
 -

 $
 -

 Fair
Value Measurements

 The
fair value of the derivative liability is determined utilizing a "with and without" method, in which the fair value is calculated
as the difference in the fair value of the entire hybrid instrument and the fair value of the instrument excluding the bifurcated derivative
features.

 The
fair value of the hybrid instrument is estimated using a binomial lattice model, which projects future movements of the underlying instrument
over the remaining term. The model then calculates the fair value of the instrument by discounting projected cash flows based on the
optimal action at each point in time. Optimal actions for both the Company and the Holder are determined by the projected stock price
at a point in time, in addition to the probabilities of the occurrence of certain events. At initial measurement on October 23, 2024,
a Monte Carlo simulation was further incorporated in order to simulate the Company's share price as of the registration date, which
occurred on November 21, 2024.

 The
fair value of the host contract excluding embedded derivative features is estimated using a debt discounted cash flow model, which assumes
that the contract is a debt instrument with only the option to redeem partial principal payments prior to maturity. Projected cash flows
are based on the assumption that the Holder will fully exercise early redemption options, based on the estimated internal rate of return
for the Holder resulting from early redemption as compared to redemption at maturity. The debt discount rate is estimated based on the
rate of similar non-convertible debt instruments reflecting the Company's credit risk.

 The
valuation inputs hierarchy classification for liabilities measured at fair value on a recurring basis are summarized below as of December
31, 2024 and 2023 (in thousands). See Note 6. Investment Securities, Available-For-Sale and Fair Value Measurements, for discussion of the fair value
level hierarchy.

OF HIERARCHY LIABILITIES FAIR VALUE

 Level 1

 Level 2

 Level 3

 Derivative liability

 $
 -

 $
 -

 $

 Total

 $
 -

 $
 -

 $

 The
table below lists the inputs and assumptions for the Company's initial valuation as of October 23, 2024 and re-valuation of the
derivative liability as of December 31, 2024:

OF REVALUATION DERIVATIVE LIABILITY

 October 23,

 2024

 2024

 Expected term (years)

 1.75

 1.94

 Risk-free interest rate

 4.18
 %

 4.04
 %

 Dividend yield

 %

 %

 Volatility

 78.02
 %

 73.00
 %

 Discount rate

 50.0
 %

 50.0
 %

 8.
 FINANCIAL STATEMENT COMPONENTS

 Restricted
Cash

the year ended December 31, 2024, Restricted cash, current decreased largely due to a $ 3.3 million release of escrow in connection with
the Asset Purchase Agreement with Ibeo. In addition, Restricted cash, net of current portion increased by approximately $ 1.0 million
related to cash that is held as collateral for a Hamburg, Germany lease.

consists of the following (in thousands):

 SCHEDULE OF COMPONENTS OF INVENTORY

 2024

 2023

 2024

 2023

 Raw materials

 $
 1,616

 $
 1,574

 Work in process

 -

 Finished goods

 1,995

 Total inventory

 $
 2,294

 $
 3,874

is computed using the first-in, first-out (FIFO) method and is stated at the lower of cost and net realizable value. Management periodically
assesses the need to account for obsolescence of inventory and adjusts the carrying value of inventory to its net realizable value when
required.

 During the year ended December 31, 2024, the Company recorded a $ 2.0 million reduction to inventory due to obsolescence.

 Property
and Equipment

 Property
and equipment consists of the following (in thousands):

OF COMPONENTS OF PROPERTY, PLANT AND EQUIPMENT

 2024

 2023

 2024

 2023

 Production equipment

 $
 6,140

 $
 6,140

 Leasehold improvements

 3,957

 3,843

 Computer hardware and software/lab equipment

 12,211

 12,149

 Office furniture and equipment

 4,973

 5,367

 Property and equipment, gross

 27,281

 27,499

 Less: Accumulated depreciation

 ( 20,220
)

 ( 18,467
)

 Property and equipment,
 net

 $
 7,061

 $
 9,032

 Depreciation
expense was $ 2.1 million, $ 3.1 million, and $ 0.7 million for the years ended December 31, 2024, 2023 and 2022 respectively.

 Intangible

 The
components of intangible assets are as follows:

 SUMMARY OF COMPONENTS OF INTANGIBLE ASSETS

 Gross

 Net

 Weighted
 Average Remaining

 Carrying

 Accumulated

 Carrying

 Period

 (in

 Amortization

 Expense

 (Years)

 Acquired technology

 $
 20,172

 5,019

 $
 4,181

 $
 10,972

 Backlog

 -

 -

 -

 -

 -

 $
 20,172

 $
 5,019

 $
 4,181

 $
 10,972

 Gross

 Net

 Weighted
 Average Remaining

 Carrying

 Accumulated

 Carrying

 Period

 (in

 Amortization

 Expense

 (Years)

 Acquired technology

 $
 20,172

 $
 2,940

 $
 -

 $
 17,232

 Backlog

 -

 -

 $
 20,198

 $
 2,963

 $
 -

 $
 17,235

 Amortization
expense was $ 2.1 million, $ 2.1 million, and $ 0.0 million for the years ended December 31, 2024, 2023 and 2022, respectively.

the quarter ended June 30, 2024, management identified various factors related to the 2024 restructuring events (see Note 14. Restructuring
Charges) that collectively indicated that it is more-likely-than-not that the fair value of the Company's Reference software intangible
asset was less than its carrying amount as of June 30, 2024. As of June 30, 2024, prior to impairment, the fair value was $ 4.5 million.
As a result, the Company performed an impairment assessment for intangibles in accordance with ASC 360, Property, Plant and Equipment.
The June 30, 2024 impairment test indicated a decline in the carrying amount of the Reference software intangible asset and a reduction
in the asset's useful life, resulting in a non-cash impairment charge of $ 3.0 million.

 As
part of the Company's annual impairment assessment, management identified further factors that indicated
the Company's Reference software intangible asset is more-likely-than-not fully impaired. As of December 31, 2024, prior to impairment,
the fair value was $ 1.2 million. An additional non-cash impairment charge of $ 1.2 million was recorded, resulting in a combined non-cash
impairment charge of $ 4.2 million that is included in impairment loss on intangible assets on the consolidated statement of operations.
As of December 31, 2024, the fair value of Reference software is fully written off.

 The
following table outlines estimated future amortization expense related to intangible assets held as of December 31, 2024 (in thousands):

 SCHEDULE OF ESTIMATED FUTURE AMORTIZATION EXPENSE RELATED TO INTANGIBLE ASSETS

 Research and

 Cost of

 Development

 Years Ended December 31,

 Expense

 Total

 2025

 $

 $

 2026

 2027

 2028

 -

 2029

 -

 Thereafter

 6,673

 -

 6,673

 Total

 $
 10,890

 $

 $
 10,972

 Accrued
Liabilities

 Accrued
liabilities consists of the following (in thousands):

 SCHEDULE OF ACCRUED LIABILITIES

 2024

 2023

 2024

 2023

 Bonuses

 $

 $
 1,359

 Payroll and payroll taxes

 1,127

 3,704

 Income taxes payable

 2,111

 Accrued professional fees

 Liabilities to suppliers

 Other

 Total accrued liabilities

 $
 2,542

 $
 8,640

 In
addition, as of December 31, 2023, the accrued liability for Ibeo business combination on the consolidated balance sheet in the amount
of $ 6.3 million included $ 3.3 million that was withheld from the Purchase Price and 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 and a $ 3.0 million
holdback. Both were settled during the year ended December 31, 2024.

 9.
 SHARE-BASED COMPENSATION

 The
Company issues share-based compensation to employees in the form of restricted stock units (RSUs), performance stock units (PSUs), and
stock options. The following table summarizes the amount of share-based compensation expense by line item on the consolidated statements
of operations:

OF SHARE-BASED COMPENSATION EXPENSE

 2024

 2023

 2022

 2024

 2023

 2022

 Research and development expense

 3,973

 6,531

 6,933

 Sales, marketing, general and administrative expense

 7,562

 9,610

 8,528

 Total Share-based compensation
 expense

 $
 11,535

 $
 16,141

 $
 15,461

 Options
Activity and Positions

 The
following table summarizes shares, weighted-average exercise price, weighted-average remaining contractual term, and aggregate intrinsic
value of options outstanding and options exercisable as of December 31, 2024 (in thousands, except per share data):

 SCHEDULE OF OPTIONS ACTIVITY AND POSITIONS

 Weighted-average

 Aggregate

 remaining

 intrinsic

 Weighted-average

 contractual

 value

 Options

 Shares

 exercise price

 term (in years)

 (thousands)

 Outstanding as of December 31, 2021

 1,533

 $
 1.37

 5.6

 $
 5,645

 -

 -

 Exercised

 ( 525
)

 1.38

 Forfeited or expired

 ( 63
)

 3.00

 Outstanding as of December 31, 2022

 $
 1.26

 5.7

 $
 1,137

 -

 -

 Exercised

 ( 191
)

 0.92

 Forfeited or expired

 ( 2
)

 0.28

 Outstanding as of December 31, 2023

 $
 1.35

 4.6

 $
 1,083

 -

 -

 Exercised

 ( 84
)

 0.73

 Forfeited or expired

 ( 2
)

 1.18

 Outstanding as of December 31, 2024

 $
 1.43

 3.5

 $

 Vested and expected to vest as of December 31, 2024

 $
 1.43

 3.5

 $

 Exercisable as of December 31, 2024

 $
 1.43

 3.5

 $

 As
of December 31, 2024, there is no unrecognized share-based employee compensation related to stock options.

 Restricted
Stock Activity and Positions

 The
following table summarizes activity and positions with respect to RSUs and PSUs for the years ended December 31, 2024, 2023 and 2022
(in thousands, except per share data):

 SCHEDULE OF ACTIVITY AND POSITIONS WITH RESPECT TO RSUs AND PSUs

 Weighted-average

 Shares

 price

 Unvested as of December 31, 2021

 2,625

 $
 13.05

 9,180

 2.46

 Vested

 ( 1,391
)

 9.16

 Forfeited

 ( 1,548
)

 6.42

 Unvested as of December 31, 2022

 8,866

 3.85

 3,491

 3.89

 Vested

 ( 1,872
)

 6.98

 Forfeited

 ( 502
)

 7.47

 Unvested as of December 31, 2023

 9,983

 3.09

 9,234

 1.26

 Vested

 ( 5,437
)

 3.63

 Forfeited

 ( 1,767
)

 2.65

 Unvested as of December 31, 2024

 12,013

 $
 1.51

the year ended December 31, 2024, the Company granted 5,384,000 shares to non-executive employees for annual and short-term incentive
awards. Additionally, the Company granted 80,000 shares to non-executive employees for new hire grants. These shares are valued based
on the closing price of common stock on the dates of grant and vest immediately or over three or four years.

the year ended December 31, 2024, the Company granted 3,771,000 shares to executive employees and directors for annual, short-term incentive,
and long-term incentive awards. These shares are valued based on the closing price of common stock on the dates of grant and vest immediately,
over one year, or over three years.

 As
of December 31, 2024, unrecognized share-based compensation related to RSUs was $ 6.8 million, which will be expensed over the next 2.0
years. Unrecognized share-based compensation related to executive PSUs was $ 2.5 million, which will be expensed over the next 1.0 year.
Unrecognized share-based compensation related to the non-executive PSUs was $ 0.3 million, which will be expensed over the next 0.5 years.

 10.
 LEASES

 The
Company leases office space and certain equipment under operating and finance leases. All leases have remaining lease terms of one to
 eight years. Office lease agreements include both lease and non-lease components, which are accounted for separately. Finance leases
contain options to purchase the leased property. The depreciable life of assets and leasehold improvements are limited by the expected
lease term, unless the Company is reasonably certain to exercise the purchase option.

 In
September 2021, the Company entered into a lease agreement for product testing and lab space in Redmond, Washington which commenced in
November 2021. In addition to base rent, the Company pays additional rent comprised of a proportionate share of any operating expenses,
real estate taxes, and management fees. The lease, which expires in July 2032, includes an option to extend the term for one ten-year
renewal period.

 In
September 2021, the Company entered into a lease agreement for office space in Redmond, Washington which commenced in December 2022.
In addition to base rent, the Company will pay additional rent comprised of a proportionate share of any operating expenses, real estate
taxes, and management fees. During the quarter ended June 30, 2023, a payment of $ 3.0 million was received as an incentive to terminate
the Company's previous lease. The gain is recorded as other income in the consolidated statements of operations. The lease, which
 expires in December 2032, contains an option to extend the term for one ten-year renewal period. Subsequent to the date of these financial
statements, on February 13, 2025, the Company signed a Letter of Intent ("LOI") with a third party to sublease a portion
of this office space. The sublease, which, if executed, would commence on or around April 1, 2025, has an expected term of 57 months
and expected monthly rent of $ 0.1 million.

 In
April 2022, the Company entered into a lease agreement for product testing for engineering and development activities in Nuremberg, Germany
which commenced in May 2022. In June 2024, the Company abandoned the space prior to its expiration of November 2027. During the year
ended December 31, 2024, impairment expense of $ 0.2 million was incurred and is recorded within sales, marketing, general and administrative
expense on the consolidated statements of operations.

 In
September 2022, the Company entered into a lease agreement for office space in Nuremberg, Germany which commenced in November 2022. In
June 2024, the Company entered into an early termination agreement to decrease the expiration from April 2027 to April 2025, resulting
in an insignificant early termination fee. During the year ended December 31, 2024, impairment expense of $ 0.1 million was incurred and
is recorded within sales, marketing, general and administrative expense on the consolidated statements of operations.

in connection with the January 2023 acquisition of assets from Ibeo, the Company assumed three leases in Hamburg, Germany. Each lease
was abandoned or expired in 2024, resulting in impairment expense of $ 0.1 million during the year ended December 31, 2024.

 In
December 2023, the Company entered into a lease agreement for office space in Hamburg, Germany which commenced in November 2024. The
lease, which expires in October 2029, includes an option to extend the term for two three-year renewal periods.

 The
components of lease expense are as follows:

 SCHEDULE OF COMPONENTS OF LEASE EXPENSE

 2024

 2023

 2022

 2024

 2023

 2022

 Operating lease expense

 $
 2,701

 $
 2,625

 $
 1,501

 Finance lease expense:

 Amortization of leased assets

 -

 Interest on lease liabilities

 -

 -

 Total finance lease expense

 -

 Total lease expense

 $
 2,701

 $
 2,646

 $
 1,529

 Supplemental
cash flow information related to leases is as follows:

 SCHEDULE OF CASH FLOW INFORMATION RELATED TO LEASES

 2024

 2023

 2022

 2024

 2023

 2022

 Cash paid for amounts included in measurement of lease liabilities:

 Operating cash flows from operating leases

 $
 2,491

 $
 2,500

 $
 1,280

 Operating cash flows from finance leases

 -

 -

 Financing cash flows from finance leases

 -

 Supplemental
balance sheet information related to leases is as follows:

OF BALANCE SHEET INFORMATION RELATED TO LEASES

 2024

 2023

 2024

 2023

 Operating leases

 Operating lease right-of-use assets

 $
 16,746

 $
 13,758

 Current portion of operating lease liabilities

 2,682

 2,323

 Operating lease liabilities, net of current portion

 15,954

 12,714

 Total operating lease liabilities

 $
 18,636

 $
 15,037

 Finance leases

 Property and equipment, at cost

 $

 $

 Accumulated depreciation

 ( 112
)

 ( 97
)

 Property and equipment, net

 $
 -

 $

 Weighted Average Remaining Lease Term

 Operating leases

 6.8 years

 8.4 years

 Weighted Average Discount Rate

 Operating leases

 4.9
 %

 4.6
 %

 As
of December 31, 2024, maturities of lease liabilities are as follows:

 SCHEDULE OF MATURITIES OF LEASE LIABILITIES

 Operating

 Years Ended December 31,

 Leases

 2025

 2,974

 2026

 3,351

 2027

 3,316

 2028

 3,279

 2029

 3,115

 Thereafter

 5,716

 Total minimum lease payments

 21,751

 Less: amount representing interest

 ( 3,115
)

 Present value of capital lease liabilities

 $
 18,636

 11.
 COMMITMENTS AND CONTINGENCIES

 Purchase
Commitments

the quarter ended September 30, 2023, the Company entered into a $ 9.3
million purchase commitment with a contract manufacturing partner for the production of MOVIA sensor inventory to support direct
sales to both automotive and non-automotive customers. During the quarter ended December 31, 2024, the Company entered into an
additional purchase commitment with the existing contract manufacturing partner of $ 1.8
million. Remaining future minimum payments of approximately $ 6.3
million are expected to be made by the Company through 2025 and 2026.

 Litigation

 The
Company is subject to various claims and pending or threatened lawsuits in the normal course of business. The Company is not currently
party to any legal proceedings that management believes are reasonably possible to have a material adverse effect on financial position,
results of operations, or cash flows.

 12.
 COMMON STOCK

 In
March 2024, the Company entered into a $ 150 million ATM equity offering agreement with Deutsche Bank Securities, Inc., Mizuho Securities
USA LLC, and Craig-Hallum Capital Group LLC (collectively, the "Agents"). Under the agreement, the Company is able, with
discretion, to offer and sell shares of common stock having an aggregate value of up to $ 150.0 million through or directly to the Agents.
As of December 31, 2024, the sale of 23.3 million shares for net proceeds of $ 34.7 million had been completed. As of December 31, 2024,
approximately $ 113.6 million is available under this sales agreement, subject to authorized shares available for sale.

 In
June 2023, the Company entered into a $ 45.0 million ATM equity offering agreement with Craig-Hallum. Under the agreement, the Company
was able, with discretion, to offer and sell shares of common stock having an aggregate value of up to $ 45.0 million through Craig-Hallum.
As of June 30, 2023, the Company had completed sales under such sales agreement, having sold 10.9 million shares for net proceeds of
$ 43.9 million. No further shares are available for sales under this agreement.

 In
June 2021, the Company entered into a $ 140.0 million ATM equity offering agreement with Craig-Hallum. Under the agreement, the Company
was able, with discretion, to offer and sell shares of common stock having an aggregate value of up to $ 140.0 million through Craig-Hallum.
As of December 31, 2022, the Company had issued 8.3 million shares of common stock for net proceeds of $ 81.8 million under the agreement.
During the quarter ended March 31, 2023, the Company issued 5.0 million shares of common stock for net proceeds of $ 12.5 million under
the agreement. The sales agreement was terminated in June 2023.

 13.
 INCOME TAXES

 Components
of net loss before income taxes are as follows (in thousands):

OF COMPONENTS OF NET LOSS BEFORE INCOME TAXES

 2024

 2023

 2022

 United States

 $
 ( 97,893
)

 $
 ( 86,730
)

 $
)

 1,485

 5,034

 -

 Total

 $
 ( 96,408
)

 $
 ( 81,696
)

 $
)

 Components
of income tax expense (benefit) are as follows (in thousands):

 SCHEDULE OF COMPONENTS
OF INCOME TAX EXPENSE (BENEFIT)

 2024

 2023

 2022

 Current

 Federal

 $
 -

 $
 -

 $
 -

 State

 -

 -

 -

 International

 2,061

 -

 Total Current Tax Expense

 2,061

 -

 Deferred

 Federal

 -

 -

 -

 State

 -

 -

 -

 International

 ( 74
)

 ( 915
)

 -

 Total Deferred Tax Expense

 ( 74
)

 ( 915
)

 -

 Total Tax Expense

 $

 $
 1,146

 $
 -

 The
percentage difference between the effective tax rate of the provision (benefit) for income taxes and the Federal statutory rate is as
follows:

 SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION

 2024

 2023

 2022

 2024

 2023

 2022

 Statutory rate

 21.0
 %

 21.0
 %

 21.0
 %

 Permanent Items and adjustments

 0.0
 %

 0.1
 %

 0.0
 %

 Compensation related

 0.0
 %

 ( 0.4
)%

 ( 0.5
)%

 Share-based compensation

 ( 2.4
)%

 ( 1.7
)%

 ( 2.2
)%

 Net operating loss expiration

 ( 6.2
)%

 ( 6.3
)%

 ( 9.0
)%

 Tax credits

 1.0
 %

 1.0
 %

 1.5
 %

 Change in valuation allowance

 ( 11.0
)%

 ( 15.0
)%

 ( 10.8
)%

 Bargain Purchase gain

 0.0
 %

 0.9
 %

 0.0
 %

 Notes payable related

 ( 2.7
)%

 0.0
 %

 0.0
 %

 Other

 ( 0.2
)%

 ( 1.0
)%

 0.0
 %

 Total

 ( 0.5
)%

 ( 1.4
)%

 0.0
 %

 Components
of deferred tax assets are as follows (in thousands):

 SCHEDULE OF DEFERRED TAX ASSETS

 2024

 2023

 Deferred tax assets

 Reserves

 $

 $

 Net operating loss carryforwards

 104,575

 97,254

 R&D credit carryforwards

 11,052

 10,114

 Depreciation/amortization deferred

 29,618

 26,079

 Operating lease liabilities

 5,099

 3,878

 Other

 6,475

 7,833

 Total deferred tax assets

 157,249

 145,790

 Deferred tax liabilities:

 Operating lease right-of-use assets

 ( 4,106
)

 ( 3,272
)

 Total deferred tax liabilities

 ( 4,106
)

 ( 3,272
)

 Net valuation allowances

 ( 152,935
)

 ( 142,376
)

 Deferred tax assets

 $

 $

 As
of December 31, 2024, a valuation allowance of $ 152.9 million was maintained for deferred tax assets which have been deemed not more
likely than not to be realized.

 As
of December 31, 2024, the Company has net operating loss carryforwards of approximately $ 498.0 million for federal income tax reporting
purposes. In addition, the Company has research and development tax credits of $ 11.1 million. During 2024, $28.2 million federal net
operating losses and $0.2 million general business credits expired unused. A majority of the net operating loss carryforwards and research
and development credits available to offset future taxable income, if any, will expire in varying amounts from 2025 to 2044, if not previously
used.

 Certain
net operating losses arise from the deductibility for tax purposes of compensation under nonqualified stock options equal to the difference
between the fair value of the stock on the date of exercise and the exercise price of the options. For financial reporting purposes,
the tax effect of this deduction, when recognized, is accounted for as an income tax benefit.

 In
certain circumstances, as specified in the Internal Revenue Code, a 50% or more ownership change by certain combinations of shareholders
during any three-year period would result in limitations on the ability to use a portion of net operating loss carryforwards.

 The
Company had no unrecognized tax benefits as of December 31, 2024 or 2023.

 Interest
accrued and penalties related to unrecognized tax benefits are recognized in tax expense. During the years ended December 31, 2024, 2023
and 2022, no interest or penalties were recognized.

 Income
tax returns are filed in the U.S. federal jurisdiction, certain U.S. states, and in Germany. Due to the Company's operating loss
and credit carryforwards, the U.S. federal statute of limitations remains open for 2005 and onward. Tax years 2022 and forward remain
open in Germany.

 14.
 RESTRUCTURING CHARGES

 In
2024, to better align the Company's resources to support business needs, the Company reduced the global workforce by
approximately 41%. The Company recognized approximately $ 6.0
million in restructuring and related reorganization charges during the year ended December 31, 2024, of which $ 5.4 million is
recorded within research and development expense and $ 0.6 million within sales, marketing, general and administrative expense on the
consolidated statements of operations. The charges were predominately related to employee severance and benefit costs. Consistent
with the impairment analyses performed during 2024, the workforce reduction and restructuring included, among other things, impacts
from the de-emphasis on the Company's MOSAIK software business.

 15.
 RETIREMENT SAVINGS PLAN

 The
Company maintains a retirement savings plan which qualifies under Internal Revenue Code Section 401(k). The plan covers all qualified
employees. Contributions to the plan are made at the discretion of the Board of Directors. During the years ended December 31, 2024,
2023 and 2022, contributions of $ 0.5 million, $ 0.5 million, and $ 0.4 million were made to the plan, respectively.

 16.
 SUBSEQUENT EVENTS

 On
January 31, 2025, pursuant to terms of the Note (see Note 7. Notes Payable and Derivative Liability), the Holder elected to
immediately convert $ 1.8
million of outstanding principal into 2,345,068
shares of the Company's common stock.

 On
February 3, 2025, the Company entered into a Letter Agreement with the Holder related to the Note. As a result of the Letter
Agreement, the Holder agreed to convert a total of $ 8.8
million of outstanding principal ("remaining Initial Outstanding Principal") into shares of the Company's common
stock. First, on February 4, 2025, the Holder converted $ 2.8
million of outstanding principal into 3,685,106
shares of common stock pursuant to terms of the Note. Second, on February 20, 2025, the Holder converted $ 2.0
million of outstanding principal into 2,680,077
shares of common stock pursuant to terms of the Note. Last, on February 21, 2025, the Holder converted $ 4.0
million of outstanding principal into 5,360,154
shares of common stock pursuant to terms of the Note, thereby converting the entirety of the remaining Initial Outstanding
Principal.

as a result of the Letter Agreement, the Holder agreed to defer $ 11.6 million of principal repayments to 7 monthly payments of $ 1.7 million
beginning on September 1, 2025 and concluding on March 1, 2026. As of the date of these financial statements are available to be issued,
maturities of partial repayments as a result of the Letter Agreement are as follows:

OF MATURITIES PARTIAL REPAYMENTS

 Years Ended December 31,

 Maturities

 2025

 $
 22,000

 2026

 14,025

 Total partial repayments

 $
 36,025

 On
February 3, 2025, the Company entered into a new Securities Purchase Agreement (the "2025 Purchase Agreement") with the Holder.
In exchange for $ 8.0 million, the Holder agreed to purchase up to 5,750,225 shares of common stock and warrants to purchase up to 5,750,225
shares of common stock at an exercise price of $ 1.57 per share. On February 4, 2025, the 2025 Purchase Agreement closed for net proceeds
of approximately $ 7.8 million, inclusive of initial fees and expenses related to the transaction.

 ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 There
have been no changes in or disagreements with accountants on accounting or financial disclosure matters during our fiscal years ended
December 31, 2024, 2023 and 2022.

 ITEM
9A. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures. Our Chief Executive Officer (CEO) and the Chief Financial Officer (CFO)
evaluated our disclosure controls and procedures (as defined in Rules 13a-15(e)) under the Securities and Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of this Form 10-K. Based upon that evaluation, our CEO and CFO concluded that,
as of December 31, 2024, our disclosure controls and procedures were effective.

 (b)
 Management's Report on Internal Control Over Financial Reporting. Our management is responsible for establishing and maintaining
adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f). Our management conducted
an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control —
Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on its evaluation
under the framework in Internal Control — Integrated Framework (2013), our management concluded that our internal control
over financial reporting was effective as of December 31, 2024.

 (c)
 Limitations on the Effectiveness of Controls. Because of inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.

 (d)
 Changes in Internal Control Over Financial Reporting. There were no changes in our internal control over financial reporting during
the period ended December 31, 2024 which has materially affected, or is reasonably likely to materially affect, our internal control
over financial reporting.

 ITEM
9B. OTHER INFORMATION

 (a)
None.

 (b)
During the three months ended December 31, 2024, none of our directors or officers (as defined in Rule 16a-1(f) under the Securities
Exchange Act of 1934, as amended) adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as
such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933, as amended).

 ITEM
9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 None.

 PART
III.

 ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 Information
regarding executive officers is included in Part I of this Annual Report on Form 10-K in Item 4A. The information required by this Item
10 of Form 10-K and not provided in Item 4A will be included under the caption "Proposal One – Election of Directors"
and "Board of Directors & Governance Matters" in our 2025 Proxy Statement and is incorporated herein by reference. Our
2025 Proxy Statement will be filed with the SEC prior to our 2025 Annual Meeting of Shareholders.

 ITEM
11. EXECUTIVE COMPENSATION

 The
information required by this Item 11 of Form 10-K will be included under the captions "Executive Compensation," "Compensation
Committee Interlocks and Insider Participation," and "Director Compensation for 2024" in our 2025 Proxy Statement and
are incorporated herein by reference.

 ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 Information
as of December 31, 2024, regarding equity compensation plans approved and not approved by shareholders is summarized in the following
table (in thousands, except per share data):

 Equity Compensation Plan Information

 Number of securities

 remaining available for

 Number of

 further issuance under

 securities to be

 issued upon

 Weighted-

 equity

 compensation

 exercise of

 outstanding

 average exercise

 price of

 plans

 (excluding

 options,

 warrants

 outstanding

 options, warrants

 securities

 reflected in

 and rights

 and rights

 column (a))

 Plan Category

 (a)

 (b)

 (c)

 Equity compensation plans approved by shareholders

 2,121

 Options to purchase common stock

 $
 1.43

 Restricted stock units and performance stock units

 12,013

 -

 Equity compensation plans not approved by shareholders

 -

 -

 -

 Total

 12,679

 2,121

 The
other information required by this Item 12 of Form 10-K will be included under the caption "Information about MicroVision Common
Stock" in our 2025 Proxy Statement and is incorporated herein by reference.

 ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

 The
information required by this Item 13 of Form 10-K will be included under the captions "Certain Relationships and Related Transactions"
and "Board of Directors & Governance Matters" in our 2025 Proxy Statement and are incorporated herein by reference.

 ITEM
14. PRINCIPAL ACCOUNTING FEES AND SERVICES

 The
information required by this Item 14 of Form 10-K will be included under the caption "Independent Registered Public Accounting
Firm" in our 2025 Proxy Statement and is incorporated herein by reference.

 PART
IV.

 ITEM
15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

 (A)
Documents filed as part of this Annual Report on Form 10-K:

 1.
Consolidated Financial Statements

 Report
 of Independent Registered Public Accounting Firm

 Balance Sheets as of December 31, 2024 and 2023

 Statements of Operations for the years ended December 31, 2024, 2023 and 2022

 Statements of Comprehensive Loss for the years ended December 31, 2024, 2023 and 2022

 Statements of Shareholders' Equity for the years ended December 31, 2024,
 2023 and 2022

 Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022

 Notes
 to Consolidated Financial Statements

 2.
Financial Statement Schedules

 Schedule
II

Inc.

 Valuation
and Qualifying Accounts and Reserves Schedule

 (In

 Additions

 Balance at

 beginning of

 fiscal period

 Charges

 to costs

 and

 expenses

 Charges

 to other

 accounts

 Deductions

 Balance

 at end of

 fiscal period

 2022

 Tax valuation allowance

 $
 124,380

 $
 5,745

 $
 -

 $
 -

 $
 130,125

 2023

 Tax valuation allowance

 $
 130,125

 $
 12,252

 $
 -

 $
 -

 $
 142,377

 2024

 Tax valuation allowance

 $
 142,377

 10,558

 $
 -

 $
 -

 $
 152,935

 All
other schedules are omitted because they are not applicable, or because the information required is included in the consolidated financial
statements and notes thereto.

 3.
Exhibits

 The
following exhibits are referenced or included in this Annual Report on Form 10-K.

 Exhibit
 Number

 Description

 2.1

 Asset
 Purchase Agreement, dated December 1, 2022, by and between Ibeo Automotive Systems GmbH and MicroVision GmbH (14)

 2.2

 Amendment
 Agreement, dated January 31, 2023, to the Asset Purchase Agreement, dated December 1, 2022, by and between Ibeo Automotive Systems
 GmbH and MicroVision GmbH (14)

 3.1

 Amended
 and Restated Certificate of Incorporation of MicroVision, Inc., as amended (2)

 3.2

 Certificate
 of Amendment to the Amended and Restated Certificate of Incorporation of MicroVision, Inc (4)

 3.3

 Certificate
 of Amendment to the Amended and Restated Certificate of Incorporation of MicroVision, Inc. dated June 7, 2018 (6)

 3.4

 Certificate
of Amendment to the Amended and Restated Certificate of Incorporation of MicroVision, Inc. dated October 8, 2020 (8)

 3.5

 Certificate
of Amendment to the Amended and Restated Certificate of Incorporation of MicroVision, Inc. dated May, 18, 2023 (7)

 3.6

 Amended
 and Restated Bylaws of MicroVision, Inc (5)

 4.1

 Form
 of Specimen Stock Certificate for Common Stock (1)

 4.2

 Description
 of Common Stock (9)

 4.3

 Form of Senior Secured Convertible Note (19)

 10.1

 2022
 MicroVision, Inc. Incentive Plan (13)*

 10.2

 Lease Agreement Concerning Office Premises between Victoria Immo Properties I S. r.l., dated December 15, 2023 (covering approximately 60,000 square feet) (20)

 10.3

 Key Executive Severance and Change in Control Plan (3)*

 10.4

 Employment
 Agreement between MicroVision, Inc. and Sumit Sharma dated April 8, 2021 (11)

 10.5

 At-the-Market
 Issuance Sales Agreement, dated August 29, 2023, by and between the Company and Craig-Hallum Capital Group
 LLC (10)

 10.6

 Lease
 Agreement between Redmond East Office Park LLC and MicroVision, Inc. dated September 24, 2021 (covering approximately 16,681 square
 feet) (12)

 10.7

 Lease
 Agreement between Redmond East Office Park LLC and MicroVision, Inc. dated September 24, 2021 (covering approximately 36,062 square
 feet) (12)

 10.8

 Form
 of Performance-Based Restricted Stock Unit Agreement (13)*

 10.9

 Form
 of Restricted Stock Unit Agreement (15)*

 10.10

 At-the-Market
 Issuance Sales Agreement, dated June 16,2023, by and between the Company and Craig-Hallum Capital Group LLC (16)

 10.11

 2024 Executive Bonus Plan (3)

 10.12

 At-the-Market Issuance Sales Agreement, dated March 5, 2024, by and among the Company and various banks (17)

 10.13

 2024 CEO Agreement (18)*

 10.14

 Securities Purchase Agreement (19)

 19.1

 MicroVision Statement of Policy on Insider Trading and Pre-Clearance Procedures

 21.1

 List of Subsidiaries of the Registrant

 23.1

 Consent of Independent Registered Public Accounting Firm – Moss Adams LLP

 31.1

 Principal Executive Officer Certification pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 31.2

 Principal Financial Officer Certification pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 32.1

 Principal Executive Officer Certification pursuant to Rule 13a-14(b) or Rule 15d-14(b) and Section 1350, Chapter 63 of Title 18, United States Code (18 U.S.C. 1350), as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002

 32.2

 Principal Financial Officer Certification pursuant to Rule 13a-14(b) or Rule 15d-14(b) and Section 1350, Chapter 63 of Title 18, United States Code (18 U.S.C. 1350), as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002

 97.1

 Policy
 on Recoupment of Incentive Compensation

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 Cover

 (1)
 by reference to the Company's Post-Effective Amendment to Form S-3 Registration Statement,
 Registration No. 333-102244.

 (2)
 by reference to the Company's Form 10-Q for the quarterly period ended September 30,
 2009.

 (3)
 by reference to the Company's Form 10-Q for the quarterly period ended June 30, 2024.

 (4)
 by reference to the Company's Current Report on Form 8-K filed on February 17, 2012.

 (5)
 by reference to the Company's Current Report on Form 8-K filed on July 14, 2023.

 (6)
 by reference to the Company's Amendment No. 2 to Form S-1 Registration Statement, Registration
 No. 333-222857.

 (7)
 by reference to the Company's Current Report on Form 8-K filed on May 19, 2023.

 (8)
 by reference to the Company's Form 10-Q for the quarterly period ended September 30,
 2020.

 (9)
 by reference to the Company's Form 10-K for the year ended December 31, 2020.

 (10)
 by reference to the Company's Current Report on Form 8-K filed on August 29, 2023.

 (11)
 by reference to the Company's Form 10-Q for the quarterly period ended June 30, 2021.

 (12)
 by reference to the Company's Form 10-Q for the quarterly period ended September 30,
 2021.

 (13)
 by reference to the Company's Form S-8 filed on June 8, 2022.

 (14)
 by reference to the Company's Current Report on Form 8-K filed on February 3, 2023.

 (15)
 by reference to the Company's Form 10-K for the year ended December 31, 2022.

 (16)
 by reference to the Company's Current Report on Form 8-K filed on June 16, 2023.

 (17)
 Incorporated by reference to the Company's Current Report on Form 8-K filed on March 5, 2025.

 (18)
 Incorporated by reference to the Company's Form 10-Q for the quarterly period ended September 30, 2024.

 (19)
 Incorporated by reference to the Company's Current Report on Form 8-K filed on October 15, 2024.

 (20)
 Incorporated by reference to the Company's Form 10-K for the year ended December 31, 2023.

 *
 Management
 contracts and compensatory plans and arrangements required to be filed as exhibits pursuant
 to Item 15(b) of this Annual Report on Form 10-K.

 ITEM
16. FORM 10-K SUMMARY

 None.

 SIGNATURES

 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

 Inc.

 Date:
 March 26, 2025

 By

 /s/
 Sumit Sharma

 Sumit
 Sharma

 Chief
 Executive Officer and Director

 POWER
OF ATTORNEY

 KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Sumit Sharma and Anubhav Verma,
jointly and severally, his or her attorneys-in-fact, each with the power of substitution, for him or her in any and all capacities, to
sign any amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.

 Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the following capacities on March 26, 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

 Simon
 Biddiscombe

 /s/
 Robert P. Carlile

 Robert
 P. Carlile

 /s/
 Jeffrey Herbst

 Jeffrey
 Herbst

 /s/
 Peter Schabert

 Peter
 Schabert

 /s/
 Jada Smith

 Jada
 Smith

 /s/
 Mark Spitzer

 Mark
 Spitzer