Kopin Corp (AYRO) convertible preferred equals 291,049 common shares; 19.99% limit

Rhea-AI Filing Summary

Kopin Corporation reports a convertible position in Fabric.AI. The filing states Kopin holds Series J Convertible Preferred Stock convertible into 291,049 shares of Fabric.AI common stock as of 04/27/2026. Conversion is subject to a 19.99% beneficial ownership limitation and adjustment mechanics tied to future dilutive issuances; an adjustment cap is triggered after aggregate exercises/issuances equal to $50 million. The filing lists Kopin's corporate details and is signed by CFO Erich Manz on 05/04/2026.

Insights

Corporate Governance Specialist

Holding a convertible preferred that converts into 291,049 common shares with a 19.99% blocker.

The filing records Kopin Corporation's economic exposure via Series J Convertible Preferred Stock convertible into 291,049 shares of common stock as of 04/27/2026. The conversion includes a 19.99% beneficial ownership limitation that prevents conversions that would exceed that threshold.

The security contains dilution-adjustment mechanics that increase the maximum issuance by 0.1999 shares per share issued in certain subsequent dilutive events until aggregate exercises/conversions for cash reach $50 million. Subsequent filings would clarify how conversion timing or further issuances affect voting and ownership percentages.

Key Figures

Convertible shares issuable: 291,049 shares Beneficial ownership cap: 19.99% Adjustment increment: 0.1999 shares per share +1 more

4 metrics

Convertible shares issuable 291,049 shares Maximum Issuance upon conversion of Series J preferred as of 04/27/2026

Beneficial ownership cap 19.99% Conversion prohibited if it would exceed the 19.99% beneficial ownership limitation

Adjustment increment 0.1999 shares per share Increase to Maximum Issuance for each share issued in certain dilutive issuances or conversions

Adjustment cap trigger $50 million No further adjustments after aggregate cash exercises/conversions equal to $50 million

Key Terms

Series J Convertible Preferred Stock, Beneficial ownership limitation, Dilutive Issuance / Dilutive Conversion

3 terms

Series J Convertible Preferred Stock financial

"291,049 shares issuable upon conversion of the Issuer's Series J Convertible Preferred"

Beneficial ownership limitation regulatory

"subject to a 19.99% beneficial ownership limitation"

A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.

Dilutive Issuance / Dilutive Conversion financial

"sale and issuance ... ("Dilutive Issuance") or the issuance of common stock (a "Dilutive Conversion")"

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Fabric.AI, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

054748306

(CUSIP Number)

04/27/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 054748306

1

Names of Reporting Persons

KOPIN CORPORATION

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 291,049.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 291,049.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

291,049.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

19.99 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: (1) The Reporting Person's ownership consists of 291,049 shares issuable upon conversion of the Issuer's Series J Convertible Preferred Stock, which is convertible at any time into shares of common stock, par value $0.0001 per share (the "Common Stock"), subject to customary adjustments for stock dividends, stock splits, reclassifications, at the election of the Reporting Person. The Reporting Person's ability to convert the Series J Convertible Preferred Stock to shares of common stock is subject to certain limitations. The maximum number of shares of common stock initially issuable upon conversion of the Series J Convertible Preferred Stock is 291,049 (the "Maximum Issuance"); provided, however, that (1) the sale and issuance, in one or more offerings, of any common stock or any securities entitling any person to acquire shares of common stock (such issuance, a "Dilutive Issuance") or (2) the issuance of common stock (a "Dilutive Conversion") in connection with any conversions or exercises of any common stock equivalents that are (x) outstanding as of April 27, 2026 or (y) approved for grant by the board on April 27, 2026, and not yet issued or outstanding as of such date (the "Existing Common Stock Equivalents"), the Maximum Issuance (b) will be increased to equal the sum of (i) the Maximum Issuance immediately prior to the date of such Dilutive Issuance or Dilutive Conversion, plus (ii) 0.1999 shares of common stock for each share of common stock issued in connection with such Dilutive Issuance or Dilutive Conversion, as the case may be. Once an adjustment to the Maximum Issuance has been made in respect of (A) Dilutive Issuances, and (B) any exercises for cash of Existing Common Stock Equivalents, in an aggregate amount equal to $50 million, no further adjustments will be made for any subsequent Dilutive Conversions or Dilutive Issuances. (2) The Reporting Person's ability to convert the Series J Convertible Preferred Stock into shares of Common Stock is subject to a 19.99% beneficial ownership limitation, which prohibits any conversion that would result in the Reporting Person beneficially owning more than 19.99% of the Issuer's outstanding shares of Common Stock.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Fabric.AI, Inc.
(b)	Address of issuer's principal executive offices: 1185 Avenue of the Americas, New York, NY 10036
Item 2.
(a)	Name of person filing: Kopin Corporation
(b)	Address or principal business office or, if none, residence: 125 North Drive, Westborough, MA 01581
(c)	Citizenship: Kopin Corporation is a Delaware corporation.
(d)	Title of class of securities: Common Stock, par value $0.0001 per share
(e)	CUSIP Number(s): 054748306
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: See Item 9 on the cover pages hereto. As of the date of the event which requires filing of this statement, the Reporting Person held shares of the Issuer's Series J Preferred Stock convertible at any time at the Reporting Person's election into shares of the Issuer's Common Stock (subject to the 19.99% blocker). Accordingly, the amount of shares reported in Items 5, 6, 7, 8 and 9 include 291,049 shares of Common Stock issuable upon conversion of such reported securities, giving effect to the 19.99% blocker.
(b)	Percent of class: See Item 11 on the cover pages hereto.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See Item 5 on the cover pages hereto.
	(ii) Shared power to vote or to direct the vote: See Item 6 on the cover pages hereto.
	(iii) Sole power to dispose or to direct the disposition of: See Item 7 on the cover pages hereto.
	(iv) Shared power to dispose or to direct the disposition of: See Item 8 on the cover pages hereto.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

KOPIN CORPORATION

Signature:	/s/ Erich Manz
Name/Title:	Erich Manz, Chief Financial Officer
Date:	05/04/2026

FAQ

What stake does Kopin Corporation report in Fabric.AI (AYRO)?

Kopin reports the right to convert Series J preferred into 291,049 shares. The filing states the conversion figure and the 19.99% ownership cap as of 04/27/2026, giving Kopin potential common-equity exposure tied to that preferred security.

How does the 19.99% limitation affect Kopin's conversion rights?

The 19.99% beneficial ownership limitation prevents conversions that would make Kopin beneficially own more than 19.99% of outstanding common stock. The filing explicitly ties conversion ability to this blocker and its related mechanics.

Are there adjustment provisions that change the 291,049 share amount?

Yes. The Maximum Issuance of 291,049 shares can increase by 0.1999 shares for each share issued in certain dilutive issuances or conversions, subject to a cap after aggregate cash exercises/issuances equal to $50 million.

Who filed and signed the statement for Kopin Corporation?

The filing identifies Kopin Corporation (Delaware) as the filer and is signed by Erich Manz, Chief Financial Officer on 05/04/2026, with Kopin's Westborough, MA address listed.

Does the filing state Kopin currently vote or dispose of the underlying common stock?

The filing reports sole voting and dispositive power figures tied to the convertible position and references Item 5–8 for specifics. It notes the reported shares reflect conversion subject to the 19.99% blocker as of the event date.