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Kopin swings to $3.42M Q3 loss as revenue rises

Kopin's $2,739,004 quarterly loss on investments contributed to $2,911,199 in total non-operating expense.

Available on EDGAR Accepted by SEC EDGAR Learn about SEC filing dates
(Moderate)

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

Form Type
10-Q

Rhea-AI Filing Summary

Kopin Corporation (KOPN) reported third-quarter revenue of $18,189,872, compared with $11,962,425 a year earlier, and a net loss of $3,420,403 versus net income of $4,080,604. Nine-month revenue was $41,475,676 versus $30,955,800, while the nine-month net loss was $6,341,569 versus $4,199,562. Third-quarter net product revenue was $8,794,730, down from $10,693,734; research and development revenue was $5,684,592 and grant income was $3,104,650.

Operating cash outflow for nine months was $2,734,286, compared with $7,683,203 a year earlier. At September 26, 2026, cash and cash equivalents were $25,845,738, excluding $25,466,105 of restricted cash. Management said cash was sufficient to support operations and satisfy obligations for at least 12 months from issuance of the financial statements. Fabric.AI committed $15 million, of which $9 million was received during the nine months; Kopin recognized $5.9 million in R&D revenue under the agreement and reported $3.8 million in related contract liabilities.

Remaining performance obligations totaled $35.5 million at September 26, 2026, including $33.2 million expected within 12 months; the $2.3 million expected beyond 12 months relates to government contracts subject to cancellation.

2 points · 0 major

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

0 major · 3 points

How the balance works

Positive

  • Moderate pointNine-month revenue was $41,475,676, compared with $30,955,800.
  • Moderate pointNine-month operating cash outflow was $2,734,286, compared with $7,683,203.

Negative

  • Moderate pointThird-quarter net result shifted to a $3,420,403 loss from $4,080,604 of income.
  • Moderate pointNine-month net loss was $6,341,569, compared with $4,199,562.
  • Moderate pointThird-quarter net product revenue was $8,794,730, compared with $10,693,734.

Filing Explained

The 2025 verdict remains under appeal, with $19.7 million accrued and $24.2 million posted for the bond; BlueRadios seeks additional relief.

A Form 10-Q is an unaudited quarterly report with interim financial statements and updates on risks and liquidity. Kopin reports that Theon converted all 1,000 Series A preferred shares into 2,380,973 common shares on May 28, 2026; none remained outstanding at September 26, increasing the common share count and reducing existing holders’ percentage ownership absent offsets.

The filing says the $19.7 million district-court judgment remains under appeal and that Kopin had accrued the judgment plus about $0.8 million in related interest as of September 26, 2026. Kopin posted a $23 million bond backed by $24.2 million in restricted cash, and BlueRadios’ June 25, 2026 appellate brief sought affirmance of the judgment and reversal of decisions denying additional damages, injunctive relief, and unpaid retainer claims.

Third-quarter total revenue $18,189,872 Three months ended September 26, 2026; $11,962,425 in the year-earlier quarter
Third-quarter net loss $3,420,403 loss Three months ended September 26, 2026; net income of $4,080,604 in the year-earlier quarter
Nine-month total revenue $41,475,676 Nine months ended September 26, 2026; $30,955,800 in the year-earlier period
Net cash used in operating activities $2,734,286 outflow Nine months ended September 26, 2026; $7,683,203 outflow in the year-earlier period
Cash and cash equivalents $25,845,738 At September 26, 2026; excludes restricted cash
Fabric.AI committed funding $15 million committed; $9 million received Funding received during the nine months ended September 26, 2026
Remaining performance obligations $35.5 million At September 26, 2026
Third-quarter net product revenue $8,794,730 Three months ended September 26, 2026; $10,693,734 in the year-earlier quarter
cost-to-cost input method financial
"uses the cost-to-cost input method to measure the extent of progress"
contract assets financial
"Contract assets include unbilled amounts"
Contract assets are amounts a company has earned by doing work or delivering goods under a customer agreement but has not yet billed or collected because certain contract conditions remain. Think of it as completed work sitting in a company’s toolbox waiting for an invoice trigger. For investors, growing contract assets signal future cash and revenue potential but also raise questions about timing, cash collection risk and the real strength of reported sales.
Level 3 financial
"categorized as Level 3 if its fair value is based on unobservable inputs"
Level 3 describes the lowest-confidence category in the accounting “fair value” hierarchy, covering assets or liabilities whose prices are not observable in the market and must be estimated using judgment and internal models. For investors, Level 3 items matter because they can introduce greater uncertainty and potential valuation swings—like valuing a unique antique versus checking a price tag on a supermarket shelf—so they signal higher model risk and lower liquidity.
remaining performance obligations financial
"The value of remaining performance obligations represents the transaction price"
Remaining performance obligations are the work a company still needs to complete for its customers, like finishing a service or delivering a product. It’s important because it shows how much future income the company has coming in from current agreements, giving a clearer picture of its ongoing business.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What were KOPN's third-quarter revenue and net result?

Kopin reported $18,189,872 in total revenue for the three months ended September 26, 2026, compared with $11,962,425 for the three months ended September 27, 2025. It reported a $3,420,403 net loss, compared with $4,080,604 of net income in the year-earlier quarter.

What contributed to KOPN's third-quarter loss?

Kopin reported a $509,204 loss from operations and $2,911,199 in total non-operating expense, including a $2,739,004 loss on investments, net. The net loss for the three months ended September 26, 2026 was $3,420,403.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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xbrli:shares iso4217:USD xbrli:shares xbrli:pure KOPN:Segment

 

 

 

UNITED STATES of AMERICA

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

FORM 10-Q

 

 

 

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

 

For the quarterly period ended September 26, 2026

 

☐ 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 000-19882

 

 

 

KOPIN CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   04-2833935

State or other jurisdiction

of incorporation or organization

 

(I.R.S. Employer

Identification No.)

     
125 North Drive, Westborough, MA   01581-3335
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (508) 870-5959

 

 

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

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.01   KOPN   Nasdaq Capital Market

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

Class   Outstanding as of November 5, 2026
Common Stock, par value $0.01   186,005,614

 

Indicate 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 filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate 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 ☐

 

Indicate 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. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐ No ☒

 

 

 

 
 

 

Kopin Corporation

 

INDEX

 

     

Page

No.

Part I – Financial Information   3
       
Item 1. Condensed Consolidated Financial Statements (Unaudited)   3
       
  Condensed Consolidated Balance Sheets at September 26, 2026 and December 27, 2025   3
       
  Condensed Consolidated Statements of Operations for the three and nine months ended September 26, 2026 and September 27, 2025   4
       
  Condensed Consolidated Statements of Comprehensive (Loss) Income for the three and nine months ended September 26, 2026 and September 27, 2025   5
       
  Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity for the three and nine months ended September 26, 2026 and September 27, 2025   6
       
  Condensed Consolidated Statements of Cash Flows for the nine months ended September 26, 2026 and September 27, 2025   7
       
  Notes to Unaudited Condensed Consolidated Financial Statements   8
       
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations   27
       
Item 3. Quantitative and Qualitative Disclosures About Market Risk   33
       
Item 4. Controls and Procedures   33
       
Part II – Other Information   34
       
Item 1. Legal Proceedings   34
       
Item 1A. Risk Factors   35
       
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds   35
       
Item 5. Other Information   35
       
Item 6. Exhibits   35
       
Signatures   36

 

2

 

 

Part 1. FINANCIAL INFORMATION

 

Item 1. Condensed Consolidated Financial Statements (Unaudited)

 

KOPIN CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

 

   September 26, 2026   December 27, 2025 
   (unaudited)     
ASSETS          
Current assets:          
Cash and cash equivalents  $25,845,738   $36,350,083 
Restricted cash and cash equivalents   25,466,105    25,277,063 
Accounts receivable, net of allowance of $7,187 and $19,000 at September 26, 2026 and December 27, 2025, respectively   4,524,536    10,726,776 
Contract assets   6,944,936    6,032,913 
Grant income receivable   3,506,264    — 
Inventory   4,951,503    5,505,775 
Other receivable, at fair value   4,401,602    5,057,974 
Prepaid expenses and other current assets   4,482,806    2,855,383 
Total current assets   80,123,490    91,805,967 
Property, plant and equipment, net   8,514,290    2,616,803 
Operating lease right-of-use assets   1,003,882    1,488,231 
Other assets   123,822    123,822 
Equity method investment, at fair value   6,250,000    8,900,000 
Equity investments   9,465,717    3,459,434 
Total assets  $105,481,201   $108,394,257 
LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK, AND STOCKHOLDERS’ EQUITY          
Current liabilities:          
Accounts payable  $7,409,551   $5,315,998 
Accrued payroll and expenses   3,070,473    2,231,848 
Accrued warranty   36,000    1,165,000 
Contract liabilities   6,039,010    1,168,009 
Deferred grant income   —    2,688,627 
Operating lease liabilities   654,024    648,469 
Accrued post-retirement benefits   40,000    40,000 
Other accrued liabilities   1,018,705    607,915 
Deferred tax liabilities   —    422,458 
Accrued litigation damages   19,700,000    19,700,000 
Total current liabilities   37,967,763    33,988,324 
Non-current contract liabilities   833    3,675 
Operating lease liabilities, net of current portion   344,538    831,507 
Accrued post-retirement benefits, net of current portion   170,504    190,696 
Other long-term liabilities   —    1,706,411 
Total liabilities   38,483,638    36,720,613 
Commitments and contingencies (Note 16) and Litigation (Note 17)   -    - 
Series A redeemable convertible preferred stock, par value $0.01, stated value $7,000 per share; 3,000 shares authorized, no shares issued and outstanding as of September 26, 2026 and 1,000 shares issued and outstanding at December 27, 2025; aggregate liquidation preference of $7,000,000 as of December 27, 2025   —    7,556,481 
Stockholders’ equity:          
Common stock, par value $0.01; 275,000,000 shares authorized as of September 26, 2026 and December 27, 2025, 187,112,901 issued as of September 26, 2026 and 183,015,207 issued as of December 27, 2025, and 180,618,570 outstanding at September 26, 2026 and 176,903,857 at December 27, 2025   1,817,208    1,776,753 
Additional paid-in capital   473,403,061    463,150,835 
Treasury stock, 1,102,289 shares at September 26, 2026 and 771,500 shares at December 27, 2025, at cost   (2,459,886)   (1,389,174)
Accumulated deficit   (405,762,820)   (399,421,251)
Total stockholders’ equity   66,997,563    64,117,163 
Total liabilities, redeemable convertible preferred stock, and stockholders’ equity  $105,481,201   $108,394,257 

 

See notes to unaudited condensed consolidated financial statements

 

3

 

 

KOPIN CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

 

   Three Months
Ended
September 26, 2026
   Three Months
Ended
September 27, 2025
   Nine Months
Ended
September 26, 2026
   Nine Months
Ended
September 27, 2025
 
Revenues:                    
Net product revenues  $8,794,730   $10,693,734   $21,859,618   $27,422,055 
Research and development revenues   5,684,592    1,199,937    9,143,252    3,344,511 
Grant income   3,104,650    —    9,144,891    — 
Collaboration arrangement income   —    —    601,089    — 
License and other revenues   605,900    68,754    726,826    189,234 
Total revenues   18,189,872    11,962,425    41,475,676    30,955,800 
Expenses:                    
Cost of product revenues   6,389,859    8,397,135    18,586,479    23,098,119 
Research and development – Funded   4,469,841    646,652    11,602,915    1,749,349 
Research and development – Internal   1,172,413    1,856,336    3,474,986    4,814,996 
Selling, general and administrative   6,666,963    1,629,175    17,811,031    11,229,549 
Gain on legal contingency   —    (5,100,000)   —    (5,100,000)
Total operating expenses   18,699,076    7,429,298    51,475,411    35,792,013 
(Loss) income from operations   (509,204)   4,533,127    (9,999,735)   (4,836,213)
Non-operating (expense) income, net:                    
Interest income   95,599    281,194    285,250    1,053,944 
Other (expense) income, net   (324,613)   (77,312)   (760,035)   236,740 
Foreign currency transaction gains (losses)   56,819    (156,774)   193,181    (25,423)
(Loss) gain on investments, net   (2,739,004)   (447,631)   1,906,790    (472,610)
Total non-operating (expense) income   (2,911,199)   (400,523)   1,625,186    792,651 
(Loss) income before provision for income taxes   (3,420,403)   4,132,604    (8,374,549)   (4,043,562)
Benefit (provision) for income taxes   —    (52,000)   2,032,980    (156,000)
Net (loss) income  $(3,420,403)  $4,080,604   $(6,341,569)  $(4,199,562)
Net (loss) income per share attributable to common stockholders:                    
Basic  $(0.02)  $0.02   $(0.03)  $(0.03)
Diluted  $(0.02)  $0.02   $(0.03)  $(0.03)
Weighted average number of common shares outstanding:                    
Basic   190,234,566    166,618,201    188,457,063    166,362,609 
Diluted   190,234,566    169,448,696    188,457,063    166,362,609 

 

See notes to unaudited condensed consolidated financial statements

 

4

 

 

KOPIN CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF comprehensive (loss) INCOME

(UNAUDITED)

 

   Three Months
Ended
   Three Months
Ended
   Nine Months
Ended
   Nine Months
Ended
 
   September 26, 2026   September 27, 2025   September 26, 2026   September 27, 2025 
Net (loss) income  $(3,420,403)  $4,080,604   $(6,341,569)  $(4,199,562)
Other comprehensive income (loss), net of tax:                    
Foreign currency translation adjustments   —    49,562    —    (103,228)
Unrealized holding gain (loss) on marketable securities   —    71,780    —    (169,444)
Other comprehensive income (loss), net of tax   —    121,342    —    (272,672)
Comprehensive (loss) income  $(3,420,403)  $4,201,946   $(6,341,569)  $(4,472,234)

 

See notes to unaudited condensed consolidated financial statements

 

5

 

 

KOPIN CORPORATION

Condensed Consolidated Statements of REDEEMABLE CONVERTIBLE PREFERRED STOCK and Stockholders’ Equity

(Unaudited)

 

   Shares   Amount   Shares   Amount   Capital   Stock   Income   Deficit   Equity 
   Redeemable Convertible
Preferred Stock
   Common Stock   Additional
Paid-in
   Treasury   Accumulated
Other
Comprehensive
   Accumulated   Total
Stockholders’
 
   Shares   Amount   Shares   Amount   Capital   Stock   Income   Deficit   Equity 
Balance, December 27, 2025   1,000   $7,556,481    177,675,361   $1,776,753   $463,150,835   $(1,389,174)  $—   $(399,421,251)  $   64,117,163 
Stock-based compensation expense   —    —    —    —    495,328    —    —    —    495,328 
Dividend on Series A Redeemable Convertible Preferred Stock   —    35,000    —    —    (35,000)   —    —    —    (35,000)
Net loss   —    —    —    —    —    —    —    (3,752,038)   (3,752,038)
Balance, March 28, 2026   1,000   $7,591,481    177,675,361   $1,776,753   $463,611,163   $(1,389,174)  $—   $(403,173,289)  $60,825,453 
Prefunded warrant exercise   —    —    384,000    3,840    —    —    —    —    3,840 
Stock-based compensation expense   —    —    —    —    973,521    —    —    —    973,521 
Conversion of preferred stock into common stock   (1,000)   (7,591,481)   2,380,973    23,810    7,624,435    —    —    —    7,648,245 
Vesting of restricted stock   —    —    1,280,525    12,805    (12,805)   —    —    —    — 
Restricted stock for withholding obligations   —    —                   (1,070,712)             (1,070,712)
Net income   —    —    —    —    —    —    —    830,872    830,872 
Balance, June 27, 2026   —   $—    181,720,859   $1,817,208   $472,196,314   $(2,459,886)  $—   $(402,342,417)  $69,211,219 
Stock-based compensation expense   —    —    —    —    1,206,747    —    —    —    1,206,747 
Net loss   —    —    —    —    —    —    —    (3,420,403)   (3,420,403)
Balance, September 26, 2026   —   $—    181,720,859   $1,817,208   $473,403,061   $(2,459,886)  $—   $(405,762,820)  $66,997,563 

 

   Shares   Amount   Shares   Amount   Capital   Stock   Income   Deficit   Equity 
   Redeemable Convertible
Preferred Stock
   Common Stock   Additional
Paid-in
   Treasury   Accumulated
Other
Comprehensive
   Accumulated   Total
Stockholders’
 
   Shares   Amount   Shares   Amount   Capital   Stock   Income   Deficit   Equity 
Balance, December 28, 2024   —   $—    156,430,896   $1,564,308   $422,087,837   $(370,012)  $2,032,359   $(402,032,930)  $      23,281,562 
Stock-based compensation expense   —    —    —    —    774,392    —    —    —    774,392 
Other comprehensive loss   —    —    —    —    —    —    (261,427)   —    (261,427)
Net loss   —    —    —    —    —    —    —    (3,113,533)   (3,113,533)
Balance, March 29, 2025   —   $—    156,430,896   $1,564,308   $422,862,229   $(370,012)  $1,770,932   $(405,146,463)  $20,680,994 
Vesting of restricted stock   —    —    577,845    5,778    (5,778)   —    —    —    — 
Stock-based compensation expense   —    —    —    —    747,717    —    —    —    747,717 
Other comprehensive loss   —    —    —    —    —    —    (132,587)   —    (132,587)
Restricted stock for withholding obligations   —    —    —    —    —    (89,657)   —    —    (89,657)
Net loss   —    —    —    —    —    —    —    (5,166,633)   (5,166,633)
Balance, June 28, 2025   —   $—    157,008,741   $1,570,086   $423,604,168   $(459,669)  $1,638,345   $(410,313,096)  $16,039,834 
Vesting of restricted stock   —    —    109,399    1,094    (1,094)   —    —    —    — 
Stock-based compensation expense   —    —    —    —    1,105,748    —    —    —    1,105,748 
Other comprehensive income   —    —    —    —    —    —    121,342    —    121,342 
Restricted stock for withholding obligations   —    —    —    —    —    (25,048)   —    —    (25,048)
Net income   —    —    —    —    —    —    —    4,080,604    4,080,604 
Balance, September 27, 2025   —   $—    157,118,140   $1,571,180   $424,708,822   $(484,717)  $1,759,687   $(406,232,492)  $21,322,480 

 

See notes to unaudited condensed consolidated financial statements

 

6

 

 

KOPIN CORPORATION

Condensed Consolidated Statements of Cash Flows

(UNAUDITED)

 

   Nine Months
Ended
   Nine Months
Ended
 
   September 26, 2026   September 27, 2025 
Cash flows from operating activities:          
Net loss  $(6,341,569)  $(4,199,562)
Adjustments to reconcile net loss to net cash used in operating activities:          
Depreciation and amortization   588,856    639,292 
Stock-based compensation   2,675,596    2,627,857 
Loss on sale of property and equipment   —    38,500 
Non-cash (gain) loss on equity investments   (2,749,284)   472,000 
Non-cash loss on other receivable   656,372    — 
Loss (gain) on sale of equity investment   14,533    (300,000)
Income taxes   (2,128,669)   156,684 
Foreign currency (gains) losses   (438)   31,349 
Provision for bad debt   13,100    — 
Noncash provision for excess inventory   284,186    925,402 
Gain on legal contingency   —    (5,100,000)
Changes in assets and liabilities:          
Accounts receivable   6,189,139    5,215,946 
Contract assets   (912,023)   (2,874,195)
Grant income receivable   (3,506,264)   — 
Inventory   270,086    (1,013,049)
Prepaid expenses and other current assets   (1,515,688)   (1,809,006)
Accounts payable and accrued expenses   3,407,628    (3,281,928)
Accrued warranty   (1,128,846)   (487,717)
Contract liabilities   4,137,626    1,275,224 
Deferred grant income   (2,688,627)   — 
Net cash used in operating activities   (2,734,286)   (7,683,203)
Cash flows from investing activities:          
Proceeds from sale of marketable securities   —    36,380,280 
Proceeds from sale of equity investment   —    300,000 
Capital expenditures   (6,486,343)   (1,340,364)
Purchases of marketable securities   —    (15,156,463)
Net cash (used in) provided by investing activities   (6,486,343)   20,183,453 
Cash flows from financing activities:          
Settlements of restricted stock for tax withholding obligations   (1,070,712)   (114,706)
Conversion of preferred stock   (28,240)   — 
Exercise of prefunded warrant   3,840    — 
Payments of issuance costs   —    (40,000)
Net cash used in financing activities   (1,095,112)   (154,706)
Effect of exchange rate changes on cash   438    2,476 
Net change in cash, cash equivalents and restricted cash   (10,315,303)   12,348,020 
Cash, cash equivalents and restricted cash at beginning of period   61,627,146    15,210,120 
Cash, cash equivalents and restricted cash at end of period  $51,311,843   $27,558,140 
Supplemental disclosure of cash flow information:          
Non cash sale of equity investment   109,000    — 
Unpaid equity issuance costs   —    560,000 
Unpaid letter of credit debt issuance costs   —    460,000 

 

See notes to unaudited condensed consolidated financial statements

 

7

 

 

KOPIN CORPORATION

 

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

Kopin Corporation is a leading developer and provider of innovative display, and application-specific optical solutions sold as critical components and subassemblies for defense, enterprise, medical, professional and consumer products. Kopin’s portfolio includes microdisplays, display modules, eyepiece assemblies, image projection modules, and vehicle mounted and head-mounted display systems that incorporate ultra-small high-resolution Active Matrix Liquid Crystal displays (“AMLCD”), Ferroelectric Liquid Crystal on Silicon (“FLCoS”) displays, MicroLED displays (“µLED”) and Organic Light Emitting Diode (“OLED”) displays, a variety of optics, and low-power ASICs.

 

1. BASIS OF PRESENTATION

 

The condensed consolidated financial statements of Kopin Corporation as of September 26, 2026 and for the three and nine months ended September 26, 2026 and September 27, 2025 are unaudited and include all normal recurring adjustments that, in the opinion of management, are necessary to present fairly the results of operations for the periods then ended. These condensed consolidated financial statements should be read in conjunction with the Company’s financial statements and notes thereto, included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 27, 2025, as amended. The results of the Company’s operations for any interim period are not necessarily indicative of the results of the Company’s operations for any other interim period or for a full fiscal year. As used in this report, the terms “we”, “us”, “our”, “Kopin” and the “Company” mean Kopin Corporation and its subsidiaries, unless the context indicates another meaning.

 

Principles of Consolidation

 

The condensed consolidated financial statements for the three and nine months ended September 26, 2026 and September 27, 2025 include the accounts of Kopin Corporation and its wholly owned subsidiaries. All intercompany transactions and balances are eliminated in consolidation.

 

As of October 16, 2025, the Company no longer has a controlling financial interest in Kopin Europe Ltd. and the assets and liabilities and operations of Kopin Europe Ltd. were deconsolidated (“Deconsolidation”). The assets and liabilities of Kopin Europe Ltd. are no longer included within the Company’s September 26, 2026 condensed consolidated balance sheet. Any discussions related to results, operations, and accounting policies associated with Kopin Europe Ltd. are referring to the periods prior to Deconsolidation. Subsequent to Deconsolidation, the Company accounted for our equity ownership interest in Kopin Europe Ltd. under the equity method of accounting using the fair value option under ASC 825, Financial Instruments (“ASC 825”), (See Note 3, Strategic Investment from Theon).

 

Liquidity

 

The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company incurred a net loss of $6.3 million and net cash outflows from operations of $2.7 million for the nine months ended September 26, 2026. The Company’s net cash outflows from operations were partially a result of funding its ongoing investments in research and development.

 

As of December 28, 2024, the Company had $24.8 million accrued related to a jury verdict in the matter of BlueRadios, Inc. v. Kopin Corporation (see Note 17 Litigation). On September 5, 2025, a post-trial order for $19.7 million was awarded. As a result, the Company reduced the accrual to $19.7 million and recognized a benefit of $5.1 million in the condensed consolidated Statements of Operations for the fiscal year ended December 27, 2025. On October 2, 2025, the Company posted a supersedeas bond for $23.0 million which consisted of the $19.7 million judgment, legal expenses, and interest that would accrue over the expected term of the Company’s appeal of the verdict. To post the bond, the Company deposited $24.2 million in the bank, which consists of $23.0 million plus judgment, fees, and interest and $1.15 million in additional fees. The bank then issued a letter of credit to a surety company who then issued the bond to the court.

 

8

 

 

While the Company has appealed the verdict, the bond is available to satisfy the payment of the judgment, interest, and fees should the Company’s appeal be unsuccessful. Moreover, the Company raised approximately $51.2 million during the fiscal year ended December 27, 2025, through the issuance of common stock, pre-funded warrants and preferred stock. As of September 26, 2026, the Company had $25.8 million of cash and cash equivalents (excluding restricted cash), which the Company believes is sufficient to support its operations and satisfy its obligations for at least the next twelve months from the issuance of these financial statements. Nonetheless, we monitor the capital markets on an ongoing basis and may consider raising capital if favorable market conditions develop. If our actual results are less than projected or we need to raise capital for additional liquidity, we may be required to do additional equity financings, reduce expenses or enter into a strategic transaction. However, we can make no assurance that we will be able to raise additional capital, reduce expenses sufficiently, or enter into a strategic transaction on terms acceptable to us, or at all.

 

Revenue Recognition

 

Substantially all the Company’s product and license and other revenues are derived from the sales of components and subassemblies and the license of intellectual property for use in defense and industrial applications. The Company also has development contracts for the design, manufacture and/or modification of products for the U.S. Government or prime contractors for the U.S. Government and for customers that expect to sell into the defense markets. The Company may offer technologies developed under these defense research and development contracts in products sold to industrial, medical and consumer markets. The Company’s contracts with the U.S. Government are typically subject to the Federal Acquisition Regulations (“FAR”) and are priced based on estimated or actual costs of producing goods. The FAR provides guidance on the types of costs that are allowable in establishing prices for goods provided under U.S. Government contracts. The pricing for non-U.S. Government contracts is based on the specific negotiations with each customer.

 

In accordance with ASC 606 Revenue from Contracts with Customers (“ASC 606”), revenue is recognized when a customer obtains control of promised products, and the amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these products and excludes taxes collected from customers which are subsequently remitted to government authorities. Pursuant to the contract terms, shipping and handling activities occur prior to the transfer of control of the Company’s products to customers and are therefore accounted for as fulfillment costs rather than as a separate performance obligation.

 

The Company applies the following five steps to guide revenue recognition:

 

  1) Identify the contract(s) with a customer—A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights regarding the products to be transferred and identifies the payment terms related to those products, (ii) the contract has commercial substance and (iii) the Company determines that collection of substantially all consideration for products that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. The Company’s contracts are typically in the form of a purchase order. For certain large customers, the Company may also enter into master service agreements that define general terms but are not customer commitments to purchase until coupled with a purchase order. The Company applies judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors including the customer’s historical payment experience or published credit and financial information pertaining to the customer.
  2) Identify the performance obligations in the contract—Performance obligations promised in a contract are identified based on the products and services that will be transferred. A product or service is distinct if both a) the customer can benefit from the product or service either on its own or together with other resources that are readily available from third parties or from the Company, and b) is separately identifiable from other promises in the contract. To the extent a contract includes multiple promised products or services, the Company must apply judgment to determine whether the products or services meet the criteria to be distinct. If these criteria are not met the promised products or services are accounted for as a combined performance obligation.

 

9

 

 

  3) Determine the transaction price—The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring products to the customer. The Company historically does not have contracts with variable consideration but to the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing either the expected value method or the most likely amount method depending on the nature of the variable consideration. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur.
  4) Allocate the transaction price to the performance obligations in the contract—If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. The Company’s contracts do not typically contain multiple performance obligations that require an allocation of the transaction price to each performance obligation on a relative Stand-alone Sales Price (“SSP”).
  5) Recognize revenue when (or as) the Company satisfies a performance obligation—The Company satisfies performance obligations either over time or at a point in time as discussed in further detail below. Revenue is recognized at the time the related performance obligation is satisfied by transferring a promised product or service to a customer.

 

Product Revenues

 

For certain contracts with prime contractors for the U.S. Government, the Company recognizes product revenue over time as the Company performs because of continuous transfer of control to the customer and the lack of an alternative use for the product. The continuous transfer of control to the customer is supported by contractual provisions in the contract that allow the U.S. Government to unilaterally terminate the contract for convenience, pay the Company for costs incurred plus a reasonable profit and take control of any work in process and finished goods.

 

In situations where control transfers over time, product revenue is recognized based on the extent of progress towards completion of the performance obligation. The Company uses the cost-to-cost input method to measure the extent of progress towards completion of the performance obligation for its contracts because the Company believes it best depicts the transfer of assets to the customer. Under the cost-to-cost input method, the extent of progress towards completion is measured based on the ratio of costs incurred to date to the total estimated costs at completion of the performance obligation which includes the expected yield which is a significant judgment. Revenues are recorded proportionally as costs are incurred.

 

For certain contracts with prime contractors for the U.S. Government and commercial customers, while the contract may have a similar contractual provision, the Company’s products historically have an alternative use and thus, revenue is recognized at a point in time upon transfer of control. Provisions for product returns and allowances are reductions in the transaction price and are recorded in the same period as the related revenues. The Company analyzes historical returns, current economic trends and changes in customer demand when evaluating the adequacy of sales returns and other allowances.

 

Research & Development Contracts

 

For most of the Company’s development contracts and contracts with the U.S. Government, the customer contracts with the Company to provide a significant service of integrating a set of components into a single unit. Since these components are not capable of being distinct or distinct within the context of the contract, the entire contract is accounted for as one performance obligation. If there is a follow-on production contract it is assessed whether it is a contract modification or a new contract.

 

In situations where control transfers over time, revenue is recognized based on the extent of progress towards completion of the performance obligation. The Company generally uses an input method using the cost-to-cost approach to measure the extent of progress towards completion of the performance obligation for its contracts because the Company believes it best depicts the transfer of assets to the customer. Under the cost-to-cost measure approach, the extent of progress towards completion is measured based on the ratio of costs incurred to date to the total estimated costs at completion of the performance obligation, including material, labor and overhead, which requires management to use significant assumptions and judgments. Revenues are recorded proportionally as costs are incurred. The Company recognizes revenue at a point in time for certain contracts because the related performance obligations are satisfied upon delivery and transfer of control to the customer.

 

10

 

 

The Company’s fixed-price contracts with the U.S. Government or other customers may result in revenue recognized in excess of amounts currently billed. The Company discloses the excess of revenues over amounts actually billed as Contract assets and unbilled receivables on the condensed consolidated balance sheets. Amounts billed and due from the Company’s customers are classified as Accounts receivable on the condensed consolidated balance sheets. In some instances, the U.S. Government may retain a small portion of the contract price until completion of the contract. For contracts with the U.S. Government and some commercial customers, the Company typically receives payments either as work progresses or by achieving certain milestones or based on a schedule in the contract. The Company recognizes a liability for these advance payments in excess of revenue recognized and presents it as Contract liabilities and billings in excess of revenue earned on the condensed consolidated balance sheets. Advanced payments typically are not considered a significant financing component because they are used to meet working capital demands that can be higher in the early stages of a contract and to protect the Company from the other party failing to adequately complete some or all of its obligations under the contract. For industrial and consumer purchase orders, the Company typically receives payments within 30 to 60 days of shipment of the product, although for some purchase orders, the Company may require an advanced payment prior to shipment of the product.

 

License and other revenues

 

The rights and benefits to the Company’s intellectual property are conveyed to certain customers through royalty-bearing technology license agreements. These sales-based royalties are recognized when they are earned. Revenues from sales-based royalties under license agreements are shown under License and other revenues on the Company’s condensed consolidated statements of operations.

 

Contract Assets

 

Contract assets include unbilled amounts typically resulting from sales under contracts when the cost-to-cost method of revenue recognition is utilized and revenue recognized from customer arrangements, including licensing, exceeds the amount billed to the customer, and right to payment is not just subject to the passage of time. Amounts may not exceed their net realizable value. Contract assets are generally classified as current. The Company classifies the noncurrent portion of contract assets under Other assets in its condensed consolidated balance sheets.

 

Contract Liabilities

 

Contract liabilities consist of advance payments and billings in excess of revenue recognized for the contract.

 

Performance Obligations

 

The Company’s revenue recognition related to performance obligations that were satisfied at a point in time and over time for our contracts accounted for in accordance with ASC 606 were as follows:

 

   Three Months
Ended
   Three Months
Ended
   Nine Months
Ended
   Nine Months
Ended
 
   September 26, 2026   September 27, 2025   September 26, 2026   September 27, 2025 
Point in time   10%   9%   11%   13%
Over time   90%   91%   89%   87%

 

The value of remaining performance obligations represents the transaction price of orders for which work has not been performed and excludes unexercised contract options and potential orders under ordering-type contracts. As of September 26, 2026, total remaining outstanding performance obligations were $35.5 million. The aggregate amount of the transaction price allocated to remaining performance obligations the Company expects to recognize over the next 12 months was $33.2 million. The remaining performance obligations expected to be recognized beyond 12 months of $2.3 million represent amounts to be earned under government contracts, which are subject to cancellation.

 

11

 

 

Government Grants

 

The Company accounts for government grants which are not considered exchange transactions in accordance with ASC 832, Government Assistance (“ASC 832”). These grants generally provide the Company with payments for certain types of expenditures in return for research and development activities. The Company recognizes the government grant as grant revenue in the condensed consolidated statement of operations, as the grants relate to improving the design of an already existing product that the Company regularly sells to other customers. Such amounts are recognized on a systematic basis in proportion with the related qualifying costs incurred, applying judgment to determine when grant conditions are met and when grant proceeds are no longer subject to claw back or performance uncertainty. Proceeds received before recognition of the related grant revenues are recorded as Deferred grant income in the condensed consolidated balance sheet. Grant income receivable includes unbilled amounts resulting from recognized grant revenues in excess of billings. Grant income receivable is generally classified as a current asset in the condensed consolidated balance sheet. Costs associated with such grants are recorded as a component of funded research and development expenses in the condensed consolidated statements of operations.

 

Collaborative Arrangements

 

At the inception of an agreement, the Company evaluates if an agreement is a collaborative arrangement within the scope of ASC 808, Collaborative Arrangements (“ASC 808”). For collaborative arrangements that fall within the scope of ASC 808, the Company first determines which elements of the collaboration are deemed to be a performance obligation with a customer within the scope of ASC 606. For elements of collaboration arrangements that are accounted for pursuant to ASC 808 and are subject to the guidance in ASC 606, the Company applies the revenue recognition model under ASC 606 or other guidance, as deemed appropriate. The Company generally recognizes proceeds under collaborative arrangements within the scope of ASC 808 using a cost-to-cost methodology consistent with the underlying project economics within Collaboration arrangement income in the condensed consolidated statements of operations. Proceeds received before recognition of the related collaboration revenues are recorded as deferred collaboration income within Other current liabilities in the condensed consolidated balance sheet. Costs associated with such arrangements are recorded as a component of funded research and development expenses in the condensed consolidated statements of operations.

 

2. ACCOUNTING STANDARDS

 

Recently Issued Accounting Pronouncements

 

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (“ASU 2024-03”), which requires disaggregated disclosure of income statement expenses for public business entities (“PBEs”). The ASU does not change the expense captions an entity presents on the face of the income statement; rather, it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. ASU 2024-03 is effective for all PBEs for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact that this guidance will have on the presentation of its condensed consolidated financial statements and accompanying notes.

 

In September 2025, the FASB issued ASU No. 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”). ASU 2025-06 changes the accounting for internal-use software under Accounting Standards Codification (“ASC”) 350-40. ASU 2025-06 clarifies when to begin capitalizing costs. ASU 2025-06 is effective for interim and annual periods beginning after December 15, 2027, with early adoption permitted. Based on management’s assessment, ASU 2025-06 is not expected to have a material impact on its condensed consolidated financial statements and accompanying notes.

 

In September 2025, the FASB issued ASU No. 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract (“ASU 2025-07”). ASU 2025-07 clarifies that share-based noncash consideration received from a customer for the transfer of goods or services is accounted for under Topic 606 until the entity’s right to receive or retain the consideration becomes unconditional and refines the scope exception from derivative accounting for certain contracts with underlying based on the operations or activities of one of the parties to the contract. ASU 2025-07 is effective for the Company beginning in fiscal year 2027, including interim periods within that year, with early adoption permitted. The Company is evaluating the impact of ASU 2025-07, including on the accounting for the Fabric.AI Convertible Preferred Stock received as noncash consideration under the JDLA (see Note 4).

 

12

 

 

In December 2025, the FASB issued ASU No. 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements (“ASU 2025-11”), which clarifies interim disclosure requirements and the applicability of Topic 270. ASU 2025-11 provides a comprehensive list of interim disclosures required in GAAP and adds a disclosure principle requiring entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for the Company for interim periods within fiscal year 2028, with early adoption permitted, and may be applied prospectively or retrospectively. ASU 2025-11 affects disclosure only, and the Company does not expect its adoption to have a material impact on its condensed consolidated financial statements.

 

3. STRATEGIC INVESTMENT FROM THEON

 

On August 8, 2025, the Company announced certain strategic agreements (collectively, the “Agreements”) for an aggregate of $15 million strategic investment from Theon International Plc (“Theon”). The Agreements closed on October 16, 2025, upon resolution of all related closing conditions, and the following related transactions were consummated:

 

  (i) Theon acquired a 49% interest in Kopin’s subsidiary, Kopin Europe Ltd. for $8.0 million:
     
  (ii) the parties entered into a licensing and collaboration agreement dated October 16, 2025 (the “License and Collaboration Agreement” or “LCA”) relating to the joint development of military products; and
     
  (iii) Theon purchased for $7.0 million 1,000 shares of Series A Convertible Preferred Stock, par value $0.01 per share, of the Company (Refer to Note 9 for further information).

 

As a result of the sale of equity interests in Kopin Europe Ltd. and the existence of certain substantive participating rights provided to Theon, it was deemed that Kopin Corporation lost its controlling financial interest in Kopin Europe Ltd., a variable interest entity, as of October 16, 2025. Accordingly, it was determined that for accounting purposes the Company is not the primary beneficiary and elected to account for its equity method investment in Kopin Europe at fair value (Refer to Note 5 for further information).

 

The License and Collaboration Agreement between Kopin Corporation, Kopin Europe, and Theon, together with associated side letters, established a framework for joint development and commercialization of multiple product categories, including the DarkWave module, DarkWave subsystem, Theon End Product, certain MicroLED displays, and OLED displays. As of September 26, 2026, total committed funding received by Kopin Corporation from Theon under the LCA was $1.0 million. During the three and nine months ended September 26, 2026, $0 and $0.6 million were recognized as Collaboration arrangement income in the Condensed Consolidated Statements of Operations, respectively.

 

4. JOINT DEVELOPMENT AND LICENSE AGREEMENT WITH FABRIC.AI

 

On April 27, 2026, the Company entered into a Joint Development & License Agreement (“JDLA”) with Fabric.AI, Inc. (formerly StableX Technologies, Inc.) (“Fabric.AI”), under which the parties agreed to jointly develop and commercialize certain Graphics Processing Unit to Graphics Processing Unit (“GPU to GPU”) connectivity technologies. Fabric.AI is obligated to fund up to $15 million of development activities through successful demonstration, with additional production related funding subject to further negotiation. The agreement provides for joint ownership of Project Technology (“Project Technology”) and includes the issuance of Convertible Preferred Stock to Kopin designed to give Kopin approximately 19.99% of Fabric.AI’s outstanding common stock.

 

On the same date, the Company also executed a commercial supply agreement with Fabric.AI. Under this agreement, Kopin will manufacture and supply products incorporating the jointly developed project technology, and Fabric.AI will act as the exclusive commercial market seller for certain markets, not including certain government and military markets. The agreement outlines exclusivity terms, supply obligations, and a process for establishing manufacturing ramp up plans, pricing, and forecasting.

 

As of September 26, 2026, total committed funding to Kopin Corporation from Fabric.AI under the JDLA was $15 million, of which $4 million and $9 million was received during the three and nine months ended September 26, 2026, respectively. In addition, the Fabric.AI Convertible Preferred Stock issued to the Company on April 27, 2026 was recorded as an equity investment at fair value in the amount of $0.7 million (refer to Note 5 for further information). During the three and nine months ended September 26, 2026, $5.4 million and $5.9 million was recognized as Research and development revenues in the Condensed Consolidated Statements of Operations, respectively. As of September 26, 2026, $3.8 million was included in Contract liabilities in the Condensed Consolidated Balance Sheets consisting of advance payments and billings in excess of revenue recognized for the contract.

 

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5. FINANCIAL INSTRUMENTS

 

Fair Value Measurements

 

Financial instruments are categorized as Level 1, Level 2 or Level 3 based upon the method by which their fair value is computed. An investment is categorized as Level 1 when its fair value is based on unadjusted quoted prices in active markets for identical assets that the Company has the ability to access at the measurement date. An investment is categorized as Level 2 if its fair market value is based on quoted market prices for similar assets in active markets, quoted prices for identical or similar assets in markets that are not active, based on observable inputs such as interest rates, yield curves, or derived from or corroborated by observable market data by correlation or other means. The Company’s Level 2 investments are based on yield-to-maturity models and market interest rates. An investment is categorized as Level 3 if its fair value is based on unobservable inputs for the asset.

 

The following table details the recurring fair value measurements of the Company’s financial assets:

 

   Total   Level 1   Level 2   Level 3 
       Fair Value Measurement at
September 26, 2026 Using:
 
   Total   Level 1   Level 2   Level 3 
Money market fund holdings in cash equivalents  $24,916,105    24,916,105    —    — 
Certificates of deposit   500,000    —    500,000    — 
Equity investments   12,351,292    2,446,555    —    9,904,737 
Other receivable   4,401,602    —    —    4,401,602 
Financial instruments, owned, at fair value  $42,168,999    27,362,660    500,000    14,306,339 

 

   Total   Level 1   Level 2   Level 3 
       Fair Value Measurement at
December 27, 2025 Using:
 
   Total   Level 1   Level 2   Level 3 
Money market fund holdings included in cash equivalents  $24,746,957   $24,746,957   $—   $— 
Certificates of deposit   500,000    —    500,000    — 
Equity investments   10,129,063    1,229,063    —    8,900,000 
Other receivable   5,057,974    —    —    5,057,974 
Financial instruments, owned, at fair value  $40,433,994   $25,976,020   $500,000   $13,957,974 

 

Equity investments accounted for under the measurement alternative, which totaled $3.4 million and $2.2 million at September 26, 2026 and December 27, 2025, respectively, are measured at fair value on a nonrecurring basis and are excluded from the table above.

 

The following table summarizes the changes in financial assets measured at fair value on a recurring basis and categorized as Level 3 under the fair value hierarchy for the nine months ended September 26, 2026:

 

   Total   Equity
Investments
   Other
Receivable
 
Beginning balance  $13,957,974   $8,900,000   $5,057,974 
Additions   730,533    730,533    — 
Gain (Loss) from changes in fair value   (382,168)   274,204    (656,372)
Ending balance  $14,306,339   $9,904,737   $4,401,602 

 

The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate fair value because of their short-term nature. There was $0.5 million certificates of deposit included in restricted cash and cash equivalents at September 26, 2026 and December 27, 2025.

 

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Marketable Securities

 

The Company validates the fair market values of the financial instruments below by using a model that incorporates current interest rates and remaining term. The restricted cash balance at September 26, 2026 and December 27, 2025 with the exception of the bonded restricted cash, is invested in a certificate of deposit and money market funds. Investments in available-for-sale marketable securities are as follows at September 26, 2026 and December 27, 2025:

  

   Amortized Cost   Unrealized Gain   Fair Value 
   2026   2025   2026   2025   2026   2025 
Certificates of deposit  $500,000   $500,000    —    —   $500,000   $500,000 

 

The contractual maturities of the Company’s marketable debt securities were less than three months as of September 26, 2026 and less than one year as of December 27, 2025.

 

Equity Investments

 

The Company’s equity investments consisted of the following at September 26, 2026 and December 27, 2025:

  

   September 26, 2026   December 27, 2025 
Equity investments – measurement alternative  $3,364,425   $2,230,371 
Equity investments – equity-method accounting, at fair value   6,250,000    8,900,000 
Equity investments – at fair value   6,101,292    1,229,063 
Equity investments  $15,715,717   $12,359,434 

 

Equity Investments- Measurement Alternative

 

Equity investments rarely traded or not quoted will generally have less (or no) pricing observability and a higher degree of judgment utilized in measuring fair value. Initial measurement of equity investments occurs when an observable price for the equity investment is available. The Company adopted the measurement alternative for equity investments without readily determinable fair values, which is often referred to as cost method investments, adjusted for changes in observable market transactions. As a result, these investments are revalued upon occurrence of an observable price change for similar investments and for impairments. As of September 26, 2026 and December 27, 2025, the carrying value of these equity investments was $3.4 million and $2.2 million, respectively.

 

The Company had an equity investment in RealWear Inc., which was accounted for under the measurement alternative. In the first quarter of 2025, the Company reviewed the financial condition and as a result, the Company recorded an impairment charge of less than $0.1 million. In the three months ended September 26, 2026 the Company sold all of its RealWear Inc. common shares for proceeds of $0.1 million and recognized a loss on the sale of less than $0.1 million, which is included in Gain (loss) on investments in the condensed consolidated statements of operations for the three and nine months ended September 26, 2026. The carrying value of the investment was $0 and $0.1 million at September 26, 2026 and December 27, 2025, respectively.

 

The Company has an equity investment in Solos Incorporation (“Solos Inc.”). The carrying value of this equity investment was $0 and $0.2 million at September 26, 2026 and December 27, 2025, respectively.

 

The Company has an equity investment in HMDmd, a medical device company. The carrying value of this equity investment was $0.3 million at September 26, 2026 and December 27, 2025.

 

The Company has an equity interest in Lenovo New Vision which it acquired through purchasing capital and contributing certain intellectual property. As of September 26, 2026, the Company owned an approximate 9.0% interest in this investment and the carrying value of this equity investment was $3.1 million and $1.5 million at September 26, 2026 and December 27, 2025, respectively.

 

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Equity Investments – At Fair Value

 

The Company owns a minority interest in Global Communication Semiconductors, Inc. which is traded on the Taipei Exchange. The carrying value of this investment was $2.4 million and $1.2 million at September 26, 2026 and December 27, 2025, respectively.

 

On April 27, 2026, the Company entered into the JDLA with Fabric.AI, under which the parties agreed to jointly develop and commercialize certain GPU to GPU connectivity technologies. The agreement provides for joint ownership of Project Technology and includes the issuance of Convertible Preferred Stock to Kopin designed to give Kopin approximately 19.99% of Fabric.AI’s outstanding common stock. The accounting for the equity interest in Fabric.AI is established in accordance with ASC 321. As a result, changes in fair value are recognized as other income (expense) within gain (loss) on investments in the condensed consolidated statements of operations. The fair value of this investment was measured using level 3 methodologies in the fair value hierarchy in accordance with ASC 820. As of April 27, 2026 and September 26, 2026, the level 3 methodologies included a binomial model with an estimated 5-year holding period, 3.8% and 4.8% risk-free rate of return, and 63.8% and 58.4% annual volatility, respectively. The estimated fair value of this investment was $0.7 million and $3.7 million at April 27, 2026 and September 26, 2026, respectively.

 

Equity-Method Investment, At Fair Value

 

On October 16, 2025, the Company completed a $15 million strategic investment from Theon International Plc which included the sale of a 49% interest in Kopin’s subsidiary, Kopin Europe Ltd., to Theon International Plc for $8.0 million. Following the transaction, it was determined that the Company no longer has a controlling financial interest in Kopin Europe Ltd., and the Company’s 51% equity interest is accounted for as an equity-method investment within the scope of ASC 323. The Company has elected to account for its equity interest in Kopin Europe Ltd. using the fair value option under ASC 825. As a result, changes in fair value are recognized as other income (expense) within gain (loss) on investments in the condensed consolidated statements of operations. At September 26, 2026 the fair value of this investment was measured using level 3 methodologies in the fair value hierarchy in accordance with ASC 820, including discounted cash flows and an estimated discount rate of 24%. The estimated fair value of this investment was $6.3 million and $8.9 million at September 26, 2026 and December 27, 2025, respectively. During the nine-month period ended September 26, 2026, the estimated fair value of the investment decreased by $2.6 million, primarily reflecting updates to certain underlying assumptions used in the valuation, including expectations regarding the investee’s future operating performance.  The fair value measurement is sensitive to changes in these assumptions. Generally, more favorable expectations regarding future operating performance would result in a higher estimated fair value, while less favorable expectations would result in a lower estimated fair value.

 

Other Receivables

 

Historically, the Company has provided Kopin Europe Ltd. with a loan to fund operations. Following the Deconsolidation of Kopin Europe Ltd. on October 16, 2025, the loan is no longer eliminated in consolidation. The loan has no stated repayment terms, bears interest at an annual rate of 2.0% and the outstanding principal balance was approximately $5.8 million and $5.7 million at September 26, 2026 and December 27, 2025, respectively. The Company has elected to account for this specific instrument using the fair value option under ASC 825. As a result, changes in fair value are recognized as other income (expense) within gain (loss) on investments in the condensed consolidated statements of operations. The Company recognizes interest on the loan as interest income in the condensed consolidated statements of operations.

 

As of September 26, 2026, the fair value is measured using level 3 methodologies in the fair value hierarchy in accordance with ASC 820, including an expected term of between 1.35 and 6.26 years and an expected market yield between 12.8% and 17.3%. The estimated fair value of this investment was $4.4 million and $5.1 million at September 26, 2026 and December 27, 2025, respectively.

 

6. ACCOUNTS RECEIVABLE, NET

 

Accounts receivable consisted of the following:

 

   September 26, 2026   December 27, 2025 
Accounts receivable  $4,531,723   $10,745,776 
Less — allowance for credit losses   (7,187)   (19,000)
Total  $4,524,536   $10,726,776 

 

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Changes to the allowance for credit losses for the nine months ended September 26, 2026 were as follows:

 

      
Balance, December 27, 2025  $19,000 
Write-offs   (24,913)
Additions charged to operations   13,100 
Balance, September 26, 2026  $7,187 

 

7. INVENTORY

 

Inventories are stated at standard cost adjusted to approximate the lower of cost (first-in, first-out method) or net realizable value and consist of the following at September 26, 2026 and December 27, 2025:

 

   September 26, 2026   December 27, 2025 
Raw materials  $3,966,412   $3,580,546 
Work-in-process   182,279    1,400,579 
Finished goods   802,812    524,650 
Total  $4,951,503   $5,505,775 

 

8. NET LOSS PER SHARE

 

Basic net income or loss per share attributable to common stockholders is computed using the weighted-average number of shares of common stock outstanding during the period including the pre-funded warrants. The Company adjusts net income or loss attributable to common stockholders for dividends and deemed dividends on convertible preferred stock.

 

Diluted net income or loss per share is calculated using the treasury-stock method or the if-converted method, as applicable, for potentially dilutive instruments but such instruments are excluded from the calculation of diluted net loss per share, when their effect would be anti-dilutive for the periods presented.

 

Weighted average common shares outstanding used to calculate earnings per share are as follows:

  

   Three Months
Ended
   Three Months
Ended
   Nine Months
Ended
   Nine Months
Ended
 
   September 26, 2026   September 27, 2025   September 26, 2026   September 27, 2025 
Weighted average common shares outstanding-basic   190,234,566    166,618,201    188,457,063    166,362,609 
Stock options and non-vested restricted common stock   —    2,830,495    —    — 
Weighted average common shares outstanding-diluted   190,234,566    169,448,696    188,457,063    166,362,609 

 

The following potentially dilutive common stock equivalents outstanding at the period-end were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect:

 

   Three Months
Ended
   Three Months
Ended
   Nine Months
Ended
   Nine Months
Ended
 
   September 26, 2026   September 27, 2025   September 26, 2026   September 27, 2025 
Nonvested restricted common stock   5,392,045    6,181,118    5,392,045    6,181,118 
Stock options   1,316,004    —    1,316,004    591,366 
Total   6,708,049    6,181,118    6,708,049    6,772,484 

 

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9. SERIES A CONVERTIBLE PREFERRED STOCK

 

As of September 26, 2026 and December 27, 2025, the authorized capital stock of the Company included 3,000 shares of $0.01 par value preferred stock, of which 1,500 shares have been designated as Series A Convertible Preferred Stock. No shares of Series A Convertible Preferred Stock were issued or outstanding as of September 26, 2026. As of December 27, 2025, 1,000 shares of Series A Convertible Preferred Stock were issued and outstanding.

 

On May 28, 2026, Theon exercised its conversion right under the Certificate of Designation to convert all 1,000 outstanding shares of Series A Convertible Preferred stock into shares of Common Stock. The conversion was effected at a conversion price of $3.00 per share resulting in the issuance of 2,380,973 shares of the Company’s common stock to Theon. The conversion of the Company’s Series A Redeemable Convertible Preferred Stock into common stock was a non-cash financing activity.

 

On October 16, 2025, the Company issued and sold 1,000 shares of Series A Convertible Preferred Stock at a price of $7,000 per share. The Series A convertible preferred stock was recorded based on its fair value at issuance. The Company assessed the convertible preferred stock for any embedded derivatives that would require bifurcation on the date of each issuance and concluded that there were no such features with more than a de minimis fair value.

 

10. STOCKHOLDERS’ EQUITY AND STOCK-BASED COMPENSATION

 

Registered sale of equity securities

 

On September 29, 2025, the Company entered into a securities purchase agreement (the “Purchase Agreement”) for a private investment in public equity financing (the “PIPE”) for 19,545,950 shares of its common stock, par value $0.01 per share (the “Shares”). The net proceeds to the Company from the offering were approximately $38.1 million, after deducting placement agent fees and commissions and offering expenses payable by the Company. The transaction was consummated on September 30, 2025.

 

Non-Vested Restricted Common Stock

 

Restricted stock activity for the nine months ended September 26, 2026 was as follows:

  

   Shares   Weighted
Average
Grant-Date
Fair Value
   Grant-Date
Fair Value
 
Non-vested at December 27, 2025   5,339,847   $1.41   $7,551,683 
Granted   1,716,773    3.12    5,348,680 
Forfeited   (384,050)   1.50    (575,086)
Vested   (1,280,525)   1.38    (1,767,571)
Non-vested at September 26, 2026   5,392,045   $1.96    10,557,706 
Expected to vest   5,392,045   $1.96   $10,557,706 

 

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Stock-Based Compensation

 

The following table summarizes stock-based compensation expense within each of the categories below as it relates to non-vested restricted common stock and stock options awards for the three and nine months ended September 26, 2026 and September 27, 2025 (no tax benefits were recognized):

  

   Three Months
Ended
   Three Months
Ended
   Nine Months
Ended
   Nine Months
Ended
 
   September 26, 2026   September 27, 2025   September 26, 2026   September 27, 2025 
Cost of product revenues  $67,043   $164,502   $187,220   $390,508 
Research and development   103,836    160,647    432,793    402,712 
Selling, general and administrative   1,035,868    780,599    2,055,583    1,834,637 
Total  $1,206,747   $1,105,748   $2,675,596   $2,627,857 

 

Unrecognized compensation expense for non-vested restricted common stock as of September 26, 2026 totaled $10.6 million and is expected to be recognized over a weighted average period of approximately 2.3 years.

 

Stock Options

 

During the nine months ended September 26, 2026, an option award for 724,638 shares of the Company’s common stock was granted to the Chief Executive Officer. These options have a strike price of $3.21 and vest over a four year period. During the nine months ended September 26, 2026, the Company recorded incremental stock-based compensation of less than $0.4 million as a result of the granting of stock option awards. As of September 26, 2026, there was approximately $1.5 million of unrecognized compensation cost related to unvested options. The cost is expected to be recognized over a weighted average period of 3.1 years.

 

The fair value of this options award was estimated using the Black-Scholes model using the following assumptions and had the following fair values:

  

   Nine Months
Ended
 
   September 26, 2026 
Average risk-free interest rate   4.00%
Expected dividend yield   None 
Expected life (average, in years)   8.00 
Expected volatility   90.00%
Weighted average exercise price  $3.21 
Weighted average fair value  $2.07 

 

The Company’s 2026 average expected volatility and average expected life is based on the average of the Company’s historical information. The risk-free rate is based on the rate of U.S. Treasury zero-coupon issues with a remaining term equal to the expected life of option grants. The Company has paid no dividends on its common stock in the past and does not anticipate paying any dividends in the future.

 

A summary of stock option activity for the period ended September 26, 2026 is as follows:

  

   Number of
Options
   Weighted
Average
Exercise Price
   Intrinsic
Value
 
Outstanding as of December 27, 2025   591,366   $1.76   $366,647 
Granted   724,638   $3.21    — 
Outstanding as of September 26, 2026   1,316,004   $2.56    3,197,890 
Options exercisable as of September 26, 2026   394,592   $2.26   $1,077,236 

 

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11. ACCRUED WARRANTY

 

The Company typically warrants its products against defect for 12 to 18 months, however, for certain products a customer may purchase an extended warranty. A provision for estimated future costs and estimated returns for credit relating to such warranty is recorded in the period when product is shipped and revenue is recognized and is updated as additional information becomes available. The Company’s estimate of future costs to satisfy warranty obligations is based primarily on historical warranty expense experienced and a provision for potential future product failures. Changes in the accrued warranty for the nine months ended September 26, 2026 were as follows:

  

      
Balance, December 27, 2025  $1,165,000 
Additions   27,000 
Claims   (1,156,000)
Balance, September 26, 2026  $36,000 

 

12. INCOME TAXES

 

The Company recorded an income tax benefit of $2.1 million in the nine months ended September 26, 2026 as the result of the expiration of the statute of limitations of uncertain tax positions related to the Company’s Korean operations that were liquidated in fiscal year 2018. As of September 26, 2026, the Company has available for tax purposes U.S. federal net operating loss carryforwards (“NOLs”) of approximately $119.1 million expiring 2026 through 2038 and $136.3 million that have an unlimited carryover period. The Company has recognized a full valuation allowance on its domestic and certain foreign net deferred tax assets due to the uncertainty of the realization of such assets. The Company recognizes both accrued interest and penalties related to its uncertain tax positions related to intercompany loan interest and potential transfer pricing exposure related to its foreign subsidiaries.

 

13. CONTRACT ASSETS AND LIABILITIES

 

Contract assets include unbilled amounts typically resulting from sales under contracts when the cost-to-cost method of revenue recognition is utilized and revenue recognized from customer arrangements, including licensing, exceeds the amount billed to the customer, and right to payment is not just subject to the passage of time. Amounts may not exceed their net realizable value. Contract assets are generally classified as current. The Company classifies the noncurrent portion of contract assets under Other assets in its condensed consolidated balance sheets.

 

Contract liabilities consist of advance payments and billings in excess of revenue recognized for the contract.

 

Net contract assets (liabilities) consisted of the following:

  

   September 26, 2026   December 27, 2025 
ASC 606 Contract assets  $6,944,936   $6,032,913 
ASC 606 Current contract liabilities and billings in excess of revenue earned   (6,039,010)   (1,168,009)
ASC 606 Noncurrent contract liabilities   (833)   (7,465)
Grant income receivable   3,506,264    — 
Collaboration contract assets (recorded in Prepaid expenses and other current assets)   —    98,911 
Deferred grant income   —    (2,688,627)

 

The $0.9 million increase in the Company’s ASC 606 contract assets at September 26, 2026 as compared to December 27, 2025 was primarily due to revenue recognized in excess of amounts billed on contracts.

 

The $4.9 million increase in the Company’s contract liabilities from December 27, 2025 to September 26, 2026 was primarily due to advance billings and non-cash consideration received in connection with the Company’s Joint Development and License Agreement with Fabric.AI (Refer to Note 4 for further information).

 

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The Company records ASC 606 contract assets or contract liabilities on a contract-by-contract basis. The Company records a contract asset for unbilled revenue when the Company’s performance exceeds amounts billed. The Company classifies the contract asset as either current or non-current based on the expected timing of the Company’s right to bill under the terms of the contract, which the Company expects to be able to bill for within one year.

 

Contract liabilities relate to payments received in advance of the satisfaction of performance under the contract. We receive payments from customers based on the terms established in our contracts.

 

In the three and nine months ended September 26, 2026, the Company recognized revenue of $0 and $0.7 million, respectively, related to its contract liabilities at December 27, 2025. In the three and nine months ended September 27, 2025, the Company recognized revenue of $0 and $0.1 million, respectively, related to its contract liabilities at December 28, 2024.

 

The Company did not recognize impairment losses on its contract assets in any of the periods presented.

 

The $3.5 million increase in Grant income receivables as of September 26, 2026 compared to December 27, 2025 reflects revenue in excess of billings during the three and nine months ended September 26, 2026.

 

The $2.7 million decrease in Deferred grant income as of September 26, 2026 compared to December 27, 2025 reflects the recognition of previously deferred amounts upon satisfaction of the related grant conditions during the three and nine months ended September 26, 2026.

 

14. LEASES

 

The Company enters into operating leases primarily for real estate, including for manufacturing, engineering, research, administration and sales facilities, and information technology (“IT”) equipment. At September 26, 2026 and December 27, 2025, the Company did not have any finance leases. Approximately all of its future lease commitments, and related lease liability, relate to the Company’s real estate leases. Some of the Company’s leases include options to extend or terminate the lease.

 

The components of lease expense were as follows:

  

   Three Months
Ended
   Three Months
Ended
   Nine Months
Ended
   Nine Months
Ended
 
   September 26, 2026   September 27, 2025   September 26, 2026   September 27, 2025 
Operating lease cost  $185,879   $226,461   $554,253   $668,858 

 

At September 26, 2026, the Company’s future lease payments under non-cancellable leases were as follows:

  

      
2026 (excluding the nine months ended September 26, 2026)  $183,628 
2027   669,255 
2028   201,333 
2029   — 
2030   — 
Total future lease payments   1,054,216 
Less effects of discounting   (55,654)
Total  $998,562 

 

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The Company’s lease liabilities recognized in the Company’s condensed consolidated balance sheet at September 26, 2026 were as follows:

 

   September 26, 2026 
Operating lease liabilities–current  $654,024 
Operating lease liabilities–noncurrent   344,538 
Total lease liabilities  $998,562 

 

Supplemental cash flow information related to leases was as follows:

  

   Nine Months
Ended
   Nine Months
Ended
 
   September 26, 2026   September 27, 2025 
Cash paid for amounts included in the measurement of operating lease liabilities  $548,982   $668,636 

 

Other information related to leases was as follows:

 

   September 26, 2026   September 27, 2025 
Weighted Average Discount Rate–Operating Leases   6.70%   6.52%
Weighted Average Remaining Lease Term–Operating Leases (in years)   1.50    2.48 

 

15. SEGMENTS AND DISAGGREGATION OF REVENUE

 

Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is its President and Chief Executive Officer. The Company has determined that it operates in one operating segment and one reportable segment, as the CODM reviews financial information presented on a condensed consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance.

 

The CODM assesses performance and decides how to allocate resources and make operating decisions based on revenues, loss from operations, and net loss that are reported on the Condensed Consolidated Statements of Operations. These metrics are also used to monitor budget versus actual results. The measure of segment assets is reported on the Condensed Consolidated Balance Sheets as total assets. Revenues, expenses, and assets requiring disclosure in accordance with ASC 280, Segment Reporting, are also included in the accompanying Condensed Consolidated Financial Statements. See the Condensed Consolidated Statements of Operations for the three and nine months ended September 26, 2026 and September 27, 2025 and the Condensed Consolidated Balance Sheets as of September 26, 2026 and December 27, 2025, for details.

 

Total long-lived assets by country at September 26, 2026 and December 27, 2025 were:

  

Total Long-lived Assets  September 26, 2026   December 27, 2025 
United States  $9,518,172   $4,105,034 
Long lived assets  $9,518,172   $4,105,034 

 

The Company disaggregates its revenue by geographic location and by display application, as it believes this best depicts how the nature, amount, timing and uncertainty of its revenue and cash flows are affected by economic factors.

 

22

 

 

During the three and nine months ended September 26, 2026 and September 27, 2025, the Company derived its sales from the following geographies:

  

   Three Months Ended   Three Months Ended   Nine Months Ended   Nine Months Ended 
   September 26, 2026   September 27, 2025   September 26, 2026   September 27, 2025 
   Revenue   % of Total   Revenue   % of Total   Revenue   % of Total   Revenue   % of Total 
United States  $17,336,017                  95%  $11,547,425                  97%  $39,733,692                  96%  $29,783,800                  96%
Other Americas   —    —    —    —    49,934    —    34,000    — 
Total Americas   17,336,017    95%   11,547,425    97%   39,783,626    96%   29,817,800    96%
Asia – Pacific   605,900    3%   278,000    2%   732,868    2%   654,000    2%
Europe   247,955    2%   137,000    1%   959,182    2%   484,000    2%
Total Revenues  $18,189,872    100%  $11,962,425    100%  $41,475,676    100%  $30,955,800    100%

 

During the three and nine months ended September 26, 2026 and September 27, 2025, the Company derived its sales from the following display applications:

 

   Three Months
Ended
   Three Months
Ended
   Nine Months
Ended
   Nine Months
Ended
 
   September 26, 2026   September 27, 2025   September 26, 2026   September 27, 2025 
Defense  $8,462,911   $9,934,334   $21,083,739   $24,618,055 
Industrial   52,155    749,400    119,873    2,172,000 
Medical   279,664    1,000    605,846    574,000 
Consumer and other product   —    9,000    50,160    58,000 
Net product revenues   8,794,730    10,693,734    21,859,618    27,422,055 
R&D   5,684,592    1,199,937    9,143,252    3,344,511 
License and royalties   605,900    68,754    726,826    189,234 
ASC 606 revenues   15,085,222    11,962,425    31,729,696    30,955,800 
Grant   3,104,650    —    9,144,891    — 
Collaboration   —    —    601,089    — 
Non ASC 606 revenues   3,104,650    —    9,745,980    — 
Total Revenues  $18,189,872   $11,962,425   $41,475,676   $30,955,800 

 

16. COMMITMENTS AND CONTINGENCIES

 

The Company is subject to the possibility of loss contingencies arising in the ordinary course of business. Management considers the likelihood of loss related to an asset, or the incurrence of a liability, as well as its ability to reasonably estimate the amount of the loss, in determining loss contingencies. An estimated loss contingency is accrued when it is probable that an asset has been impaired, or a liability has been incurred and the amount of loss can be reasonably estimated. The Company regularly evaluates current information available to determine whether such accruals should be adjusted and whether new accruals are required.

 

17. LITIGATION

 

The Company may engage in legal proceedings arising in the ordinary course of business. Claims, suits, investigations and proceedings are inherently uncertain, and it is not possible to predict the ultimate outcome of such matters and the Company’s business, financial condition, results of operations or cash flows could be affected in any particular period. In accordance with applicable accounting guidance, an accrual will be established for legal proceedings if and when those matters present loss contingencies that are both probable and estimable.

 

23

 

 

BlueRadios, Inc. v. Kopin Corporation, Civil Action No. 16-02052-JLK (D. Col.):

 

On August 12, 2016, BlueRadios, Inc. (“BlueRadios”) filed a complaint in the U.S. District Court for the District of Colorado, alleging that the Company breached a contract between it and BlueRadios concerning the design, development and commercialization of micro-display products with embedded wireless technology referred to as “Golden-i,” breached the covenant of good faith and fair dealing associated with that contract, breached its fiduciary duty to BlueRadios, and misappropriated trade secrets owned by BlueRadios in violation of Colorado law (C.R.S. § 7-74-104(4)) and the Defend Trade Secrets Act (18 U.S.C. § 1836(b)(1)). BlueRadios further alleged that the Company was unjustly enriched by its alleged misconduct, BlueRadios is entitled to an accounting to determine the amount of profits obtained by the Company as a result of its alleged misconduct, and the inventorship on at least ten patents or patent applications owned by the Company need to be corrected to list BlueRadios’ employees as inventors and thereby list BlueRadios as co-assignees of the patents. BlueRadios seeks monetary, declaratory, and injunctive relief, including for alleged non-payment of engineering retainer fees.

 

On Monday, April 22, 2024, after a four-week trial, a jury verdict was entered finding for BlueRadios and awarding approximately $5.1 million in damages as well as recommending $19.7 million in disgorgement and exemplary damages. On May 22, 2024, the Company filed its Motion for Judgment as a Matter of Law or in the alternative for a New Trial, as well as two submissions arguing that the disgorgement and exemplary damages should not be awarded. That same day, BlueRadios filed motions seeking a permanent injunction prohibiting Kopin from selling any products that incorporate BlueRadios’ trade secrets, over $10.8 million in pre-judgment interest, and over $10.2 million in attorneys’ fees and costs. Briefing on those issues concluded on June 26, 2024. On September 25, 2024, the Company filed a supplemental brief on issue preclusion arguing that BlueRadios’ claims were untimely because of findings of fact made in BlueRadios, Inc. v. Hamilton, Brook, Smith & Reynolds, P.C., No. 1:21-cv-10488-DJC, ECF 268 (D. Mass. Sept. 18, 2024). That supplemental briefing concluded on October 29, 2024. As of December 28, 2024, the Company had estimated and accrued $24.8 million in probable and reasonably estimable damages for this matter.

 

On September 5, 2025, a post-trial order was entered in the U.S. District Court for the District of Colorado in the matter of BlueRadios, Inc. v. Kopin Corporation finding for the plaintiff, BlueRadios, Inc. and awarding approximately $19.7 million in damages but denying a permanent injunction and prejudgment interest. As a result of the post-trial order, the Company reduced the accrual to $19.7 million and recognized a benefit of $5.1 million for the reduction in the accrual in the condensed consolidated Statements of Operations for the fiscal year ended December 27, 2025.

 

On September 26, 2025, the Company and its lawyers entered into a Mutual Release agreement (the “Release”) in which accrued legal expenses in connection with the BlueRadios litigation were resolved. The release reduced unpaid accrued legal expenses by $3.3 million. The reduction in accrued legal fees is included within selling, general and administrative in the Company’s condensed consolidated financial statements for the fiscal year ended December 27, 2025.

 

On October 2, 2025, the Company posted a supersedeas bond for the amount of $23.0 million which consisted of the $19.7 million judgment, legal expenses, and interest that would accrue over the expected term of the appeal. To post the bond the Company entered into loan agreements (the “Agreements”) with its bank which provides the bank with a security interest in the $23.0 million plus $1.15 million in fees for a total of $24.2 million, which is classified as Restricted Cash. The bank then issued a Letter of Credit (LOC) to a surety company who then issued the bond to the court. The Agreement provides for standard representations and warranties and allows the bank to use the $23.0 million to satisfy the LOC in the event the LOC is called.

 

On October 7, 2025, the Company filed an appeal of the $19.7 million judgment against the Company in the matter of BlueRadios Inc. v. Kopin Corporation. On June 25, 2026, BlueRadios, Inc. filed its opening and response appellate brief in the Federal Circuit, requesting that the court affirm the September 2025 judgment against Kopin Corporation for trade secret misappropriation and reverse portions of the district court’s decision that denied additional damages, injunctive relief, and unpaid retainer claims. As of September 26, 2026 and December 27, 2025, the Company has accrued $19.7 million for the judgment within Accrued litigation damages and has accrued approximately $0.8 million and $0.3 million, respectively, in related interest within Other accrued liabilities.

 

24

 

 

18. RELATED PARTY TRANSACTIONS

 

The Company may from time to time enter into agreements with shareholders, affiliates and other companies engaged in certain aspects of the display, electronics, optical and software industries as part of the Company’s business strategy. In addition, the wearable computing product market is relatively new and there may be other technologies the Company needs to purchase from affiliates in order to enhance its product offering.

 

The Company and RealWear have entered into agreements where the Company has agreed to supply display modules to RealWear, and license certain intellectual property to RealWear. In conjunction with these agreements the Company received an equity interest in RealWear, one-time $1.5 million license fees, paid as of December 2019, and will receive royalties of future product sales. In the three months ended September 26, 2026, the Company and RealWear entered into a Wind Down Agreement whereby the Company sold its equity interest in RealWear and sold to RealWear a five-year right to use license for a fee of $0.5 million. See Note 5 for a description of the Company’s former investments in RealWear.

 

The Company has warrants to purchase shares of Preferred Stock of HMDmd. The carrying value of the investment was determined to be $0.3 million as of September 26, 2026.

 

On October 16, 2025, Theon became a related party of the Company following its equity investment in Kopin Europe Limited (“Kopin Europe”), the Company’s former subsidiary and current equity-method investee, pursuant to a Subscription Agreement under which Theon subscribed for 21,281,350 ordinary shares of Kopin Europe for $8.0 million, resulting in 49% ownership of Kopin Europe.

 

Concurrent with the Subscription Agreement, Kopin, Kopin Europe, and Theon entered into a License and Collaboration Agreement (“LCA”), together with associated side letters, establishing a framework for joint development and commercialization of multiple product categories, including the DarkWave module, DarkWave subsystem, Theon End Product, certain MicroLED displays, and OLED displays.

 

The Company and Fabric.AI, Inc entered into a JDLA on April 27, 2026. The parties agreed to jointly develop and commercialize certain GPU to GPU connectivity technologies. The agreement provides for joint ownership of Project Technology. The Company also maintains 19.99% beneficial ownership through its equity investment in Fabric.AI Preferred Stock. Fabric.AI became a related party of the Company following its equity investment in Fabric.AI and the operational involvement contemplated in the JDLA.

 

On August 18, 2026, Fabric.AI announced the formal launch of the Joint Steering Committee (“JSC”) to oversee the development and commercialization of the technologies with Kopin and other participating entities. The Company’s Chief Executive Officer entered into a non-fiduciary consulting agreement with Fabric.AI as an advisor, serving as Chairman of the JSC. In connection with Mr. Murray’s appointment as Chairman of the JSC, he was granted stock options to purchase up to 1,716,564 shares of common stock of Fabric.AI with an exercise price equal to the then fair market value of the common stock and that vest in three equal installments on the annual anniversaries of the effective date of the consulting agreement. In his role as Chairman of the JSC, Mr. Murray is not deemed an officer, director, or employee of Fabric.AI nor will he have decision-making authority in his role as Chairman of the JSC.

 

On June 10, 2026, Kopin entered into a Share Repurchase Agreement with Lightning Silicon Technology, Inc. (“LST”) and LS Assets, Inc. (“LSA”). Under the Share Repurchase Agreement, LST repurchased 18,000,000 shares of its Series Seed-1 Preferred Stock from Kopin for $1.00, and LSA repurchased 18,000,000 shares of its common stock from Kopin for $1.00. All such shares were cancelled and retired as of September 26, 2026. The parties exchanged mutual releases of all claims relating to Kopin’s prior shareholdings in LST and LSA. As a result of the repurchases, Kopin no longer holds any equity interest in either LST or LSA.

 

25

 

 

During the three and nine months ended September 26, 2026 and September 27, 2025, the Company had the following transactions with related parties:

 

   Three Months Ended   Three Months Ended 
   September 26, 2026   September 27, 2025 
   Revenue   Purchases   Revenue   Purchases 
RealWear, Inc.  $605,900   $—   $68,754   $— 
HMDmd, Inc.   329,029    —    1,370    — 
Lightning Silicon Technology, Inc.   —    142,200    —    65,000 
Kopin Europe Ltd.   —    398,580    —    — 
Theon International Plc   —    —    —    — 
Fabric.AI   5,388,042    —    —    — 
   $6,322,971   $540,780   $70,124   $65,000 

 

   Nine Months Ended   Nine Months Ended 
   September 26, 2026   September 27, 2025 
   Revenue   Purchases   Revenue   Purchases 
RealWear, Inc.  $725,168   $—   $189,216   $— 
HMDmd, Inc.   777,255    —    700,955    — 
Lightning Silicon Technology, Inc.   1,658    167,200    —    116,800 
Kopin Europe Ltd.   —    979,867    —    — 
Theon International Plc   601,089    4    —    — 
Fabric.AI   5,897,803    —    —    — 
   $8,002,973   $1,147,071   $890,171   $116,800 

 

At September 26, 2026 and December 27, 2025, the Company had the following receivables and payables with related parties:

 

   September 26, 2026   December 27, 2025 
   Receivables   Payables   Receivables   Payables 
RealWear, Inc.  $664,900   $—   $96,120   $— 
HMDmd, Inc.   509,100    —    —    — 
Kopin Europe Ltd.   4,402,467    319,042    5,057,974    — 
Lightning Silicon Technology, Inc.   —    135,000    —    — 
Theon International Plc   —    —    300,000    — 
   $5,576,467   $454,042   $5,454,094   $— 

 

 

26

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Forward Looking Statements

 

This Quarterly Report on Form 10-Q 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”), which are subject to the safe harbor created by such sections. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “could,” “would,” “seeks,” “estimates,” and variations of such words and similar expressions, and the negatives thereof, are intended to identify such forward-looking statements. We caution readers not to place undue reliance on any such “forward-looking statements,” which speak only as of the date made, and advise readers that these forward-looking statements are not guarantees of future performance and involve certain risks, uncertainties, estimates, and assumptions by us that are difficult to predict. Various factors, some of which are beyond our control, could cause actual results to differ materially from those expressed in, or implied by, such forward-looking statements. All such forward-looking statements, whether written or oral, and whether made by us or on our behalf, are expressly qualified by these cautionary statements and any other cautionary statements which may accompany the forward-looking statements. In addition, we disclaim any obligation to update any forward-looking statements to reflect events or circumstances after the date of this report, except as may otherwise be required by the federal securities laws.

 

We have identified the following important factors that could cause actual results to differ materially from those discussed in our forward-looking statements. Such factors may be in addition to the risks described in Part I, Item 1A. “Risk Factors;” Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations;” and other parts of our Annual Report on Form 10-K for the fiscal year ended December 27, 2025, as amended. These factors include: our ability to source semiconductor components and other raw materials used in the manufacturing of our products amidst continued intermittent shortages, including from new and alternative suppliers; our ability to prosecute and defend our proprietary technology aggressively or successfully; our ability to recruit and retain personnel with experience and expertise relevant to our business; our ability to invest in research and development to achieve profitability even during periods when we are not profitable; any disruptions or delays in our supply chains, particularly with respect to semiconductor components, whether resulting from regional or global geopolitical developments, changes imposed by the current U.S. presidential administration, or otherwise; costs and outcomes relating to any disputes, governmental inquiries or investigations, regulatory proceedings, legal proceedings or litigation; our ability to continue to introduce new products in our target markets; our ability to generate revenue growth and positive cash flow, and reach profitability; the strengthening of the U.S. dollar and its effects on the price of our products in foreign markets; the impact of new regulations and customer demands relating to conflict minerals; our ability to obtain a competitive advantage in the wearable technologies market through our extensive portfolio of patents, trade secrets and non-patented know-how; our ability to grow within our targeted markets; the importance of small form factor displays in the development of defense, consumer, and industrial products such as thermal weapon sights, safety equipment, virtual and augmented reality gaming, training and simulation products and metrology tools; the suitability of our properties for our needs for the foreseeable future; and our need to achieve and maintain positive cash flow and profitability.

 

Overview

 

We are a leading developer, manufacturer and seller of miniature displays and optical lenses (our “components”) for sale as individual displays, components, modules or higher-level subassemblies. We also license our intellectual property through technology license agreements. Our component products are used in highly demanding high-resolution portable defense, enterprise and consumer electronic applications, training and simulation equipment and 3D metrology equipment. Our products enable our customers to develop and market an improved generation of products for these target applications.

 

The following discussion should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended December 27, 2025, as amended and our unaudited condensed consolidated financial statements included in this Form 10-Q.

 

27

 

 

Recent Developments

 

In February 2026, the U.S. Supreme Court ruled that tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”) on goods imported into the United States were unauthorized. The Company made tariff payments to the importer of record for certain products that were previously subject to IEEPA tariffs. The U.S. Court of International Trade (“CIT”) has ordered U.S. Customs and Border Protection (“CBP”) to refund the collected IEEPA tariffs. On April 20, 2026, CBP established an online portal through which companies can submit certain IEEPA tariff refund requests. On June 2, 2026, the U.S. government appealed the CIT’s order to issue refunds, however, the appeal has not prevented importers from submitting claims and receiving refunds to-date. As of September 26, 2026, the Company is working with the importer of record and has submitted claims and recognized approximately $0.2 million of approved refunds of which approximately $0 has been received. The approved tariff refunds are recorded as a reduction to cost of product revenues in the condensed consolidated statements of operations. Following the Supreme Court’s ruling invalidating IEEPA tariffs, the U.S. government imposed new and revised tariffs under various available regimes which may apply to certain products for which the Company is the importer of record.

 

Results of Operations

 

Our interim period results of operations and period-to-period comparisons of such results may not be indicative of our future operating results. Additionally, we use a fiscal calendar that may result in differences in the number of workdays in the current and comparable prior interim periods and could affect period-to-period comparisons. The following discussion of comparative results of operations among periods should be viewed in this context.

 

Revenues. For the three and nine months ended September 26, 2026 and September 27, 2025, our revenues by display application, which include product sales and amounts earned from research and development contracts (“R&D”), grants and collaboration arrangements, were as follows:

 

   Three Months
Ended
   Three Months
Ended
   Nine Months
Ended
   Nine Months
Ended
 
(In thousands)  September 26, 2026   September 27, 2025   September 26, 2026   September 27, 2025 
Defense  $8,463   $9,934   $21,084   $24,618 
Industrial   52    749    120    2,172 
Medical   280    1    606    574 
Consumer and other product   —    9    50    58 
Net product revenues   8,795    10,694    21,860    27,422 
R&D   5,684    1,200    9,143    3,345 
License and royalties   606    69    727    189 
ASC 606 revenues   15,085    11,962    31,730    30,956 
Grant   3,105    —    9,145    — 
Collaboration   —    —    601    — 
Non ASC 606 revenues   3,105    —    9,746    — 
Total Revenues  $18,190   $11,962   $41,476   $30,956 

 

Sales of our products for Defense applications include systems used by the military both in the field and for training and simulation. Sales of our products for Defense applications may be for a one-time purchase or for programs that run for several years. Revenues from product sales to defense customers decreased in the three and nine months ended September 26, 2026 as compared to the three and nine months ended September 27, 2025, primarily related to a decrease in revenue from products used in thermal weapon sights.

 

Industrial applications revenues represent customers who purchase our display products for use in headsets used for manufacturing, distribution, public safety, 3D metrology equipment and other industrial applications. Our 3D metrology customers are primarily located in Asia, and they sell to Asia-based contract manufacturers who use the 3D metrology machines for quality control purposes. The industrial applications market has seen new entrants over the last few years, which has led to increased price competition. We have introduced lower priced products to compete with our competitors, but we expect this trend will continue and hence we are focusing our product and selling efforts on other more attractive market segments.

 

28

 

 

Industrial applications revenues decreased by $0.7 million and $2.1 million in the three and nine months ended September 26, 2026, respectively, as compared to the prior-year periods, primarily due to lower demand from 3D metrology equipment customers.

 

Sales of our displays for Consumer applications are primarily for use in thermal imaging products, recreational rifle and hand-held scopes.

 

R&D revenues increased by $4.5 million and $5.8 million in the three and nine months ended September 26, 2026, respectively, as compared to the three and nine months ended September 27, 2025 primarily due to the Company’s start of the development program with Fabric.AI entered into on April 27, 2026 to develop and commercialize certain GPU to GPU connectivity technologies. These contracts typically reimburse us for direct costs and allocated overhead and selling, general and administrative costs and in some cases profit.

 

The $0.5 million increase in license and royalty revenue in the three and nine months ended September 26, 2026 as compared to the three and nine months ended September 27, 2025 is due to an increase in license revenue earned under IP license agreements for industrial wearable headsets.

 

Grant revenues increased in the three and nine months ended September 26, 2026 as compared to the three and nine months ended September 27, 2025 in connection with the Company’s government grant, awarded in the fourth quarter of 2025, for the development of ultra-bright, full color MicroLED displays optimized for ground soldier augmented reality applications.

 

Collaboration revenues increased in the nine months ended September 26, 2026 as compared to the nine months ended September 27, 2025 as a result of the Company’s strategic partnership, initiated in the fourth quarter of 2025, to develop the next generation clip on with augmented reality and thermal integration capabilities based on the Company’s micro-display technology.

 

Cost of Product Revenues. Cost of product revenues, which is comprised of materials, labor and manufacturing overhead related to the production of our products for the three and nine months ended September 26, 2026 and September 27, 2025 were as follows:

 

   Three Months
Ended
   Three Months
Ended
   Nine Months
Ended
   Nine Months
Ended
 
(In thousands, except for percentages)  September 26, 2026   September 27, 2025   September 26, 2026   September 27, 2025 
Cost of product revenues  $6,390   $8,397   $18,586   $23,098 
Cost of product revenues as a % of net product revenues   73%   79%   85%   84%

 

The decrease in cost of product revenues as a percentage of net product revenues for the three months ended September 26, 2026, as compared to the three months ended September 27, 2025, was primarily attributable to production efficiency improvements. The increase in cost of product revenues as a percentage of net product revenues during the nine months ended September 26, 2026, as compared to the nine months ended September 27, 2025, was primarily attributable to reduced production efficiency during the first three months of 2026.

 

29

 

 

Research and Development. R&D expenses are incurred in support of internal display development programs and programs funded by agencies or prime contractors of the U.S. Government and commercial partners. R&D costs include staffing, purchases of materials and laboratory supplies, circuit design costs, fabrication and packaging of display products, and overhead. In fiscal year 2026, we expect our R&D expenditures to be related to our display products, overlay weapon sights and OLED display technologies. R&D expenses for the three and nine months ended September 26, 2026 and September 27, 2025 were as follows:

 

   Three Months
Ended
   Three Months
Ended
   Nine Months
Ended
   Nine Months
Ended
 
(In thousands)  September 26, 2026   September 27, 2025   September 26, 2026   September 27, 2025 
Funded  $4,470   $647   $11,603   $1,749 
Internal   1,172    1,856    3,475    4,815 
Total research and development expense  $5,642   $2,503   $15,078   $6,564 

 

Funded R&D expense for the three and nine months ended September 26, 2026 increased as compared to the three and nine months ended September 27, 2025 primarily due to the Company’s government grant for the development of ultra-bright, full color MicroLED displays optimized for ground soldier augmented reality applications and the development program with Fabric.AI to develop and commercialize certain GPU to GPU connectivity technologies. Funded R&D expense includes costs related to grant and collaboration income. Internal R&D expense decreased for the three and nine months ended September 26, 2026 as compared to the three and nine months ended September 27, 2025 primarily due to lower labor hours spent on internal research and development activities.

 

Selling, General and Administrative. Selling, general and administrative (“SG&A”) expenses consist of the expenses incurred by our sales and marketing personnel and related expenses, and administrative and general corporate expenses. SG&A expenses for the three and nine months ended September 26, 2026 and September 27, 2025 were as follows:

 

   Three Months
Ended
   Three Months
Ended
   Nine Months
Ended
   Nine Months
Ended
 
(In thousands, except for percentages)  September 26, 2026   September 27, 2025   September 26, 2026   September 27, 2025 
Selling, general and administrative expense  $6,667   $1,629   $17,811   $11,230 
Selling, general and administrative expense as a % of revenues   37%   14%   43%   36%

 

SG&A increased by $5.0 million and $6.6 million in the three and nine months ended September 26, 2026, respectively, as compared to the three and nine months ended September 27, 2025 primarily due to increases in professional fees and accrued performance-based compensation. In the three months ended September 27, 2025, there was a reduction of accrued legal fees in the amount of approximately $3.3 million.

 

Gain on Legal Contingency. On September 5, 2025, Kopin received a judgment from the courts in the BlueRadios litigation awarding BlueRadios $19.7 million in damages but denying a permanent injunction and prejudgment interest. As a result, the accrued litigation damages were reduced by $5.1 million in the three months ended September 27, 2025.

 

Other Income (expense), net. Other income (expense), net, is primarily composed of interest income, foreign currency transactions, gains on fair value recording of investments and other non-operating income items. Other income (expense), net, for the three and nine months ended September 26, 2026 and September 27, 2025 were as follows:

 

   Three Months
Ended
   Three Months
Ended
   Nine Months
Ended
   Nine Months
Ended
 
(In thousands)  September 26, 2026   September 27, 2025   September 26, 2026   September 27, 2025 
Other (expense) income, net  $(2,911)  $(401)  $1,625   $793 

 

30

 

 

During the three months ended September 26, 2026 and September 27, 2025, other expenses was primarily due to losses on investments of approximately $2.7 million and $0.4 million, respectively. The loss on investments of $2.7 million includes fair value adjustments on investments in Fabric.AI, Kopin Europe Ltd and Kopin’s loan with Kopin Europe Ltd. for a loss of $0.5 million, $1.9 million and $0.1 million respectively. During the nine months ended September 26, 2026, other income was primarily due to gains on investments of approximately $1.9 million compared to interest income in the nine months ended September 27, 2025 of approximately $1.1 million.

 

Tax Provision. We recorded a benefit for income taxes of approximately $2.1 million in the three months ended June 27, 2026 due to the expiration of the statute of limitations of an uncertain tax position. We recorded a provision for income taxes of approximately $0.1 million and $0.2 million in the three and nine months ended September 27, 2025, respectively.

 

Net (Loss)/Income. We had net losses of $3.4 million and $6.3 million during the three and nine months ended September 26, 2026, respectively, compared to a net income of $4.1 million and net loss of $4.2 million during the three and nine months ended September 27, 2025, respectively. The increase in the net loss during the three months ended September 26, 2026 compared to the three months ended September 27, 2025 was due to the $5.1 million litigation accrual reversal in the third quarter of 2025 and $2.3 million increase in losses on investments. The increase in the net loss during the nine months ended September 26, 2026 compared to the nine months ended September 27, 2025 was primarily due to the $5.1 million litigation accrual reversal in the third quarter of 2025 partially offset by a $2.1 million tax credit in the nine-months ended September 26, 2026.

 

Liquidity and Capital Resources

 

On September 26, 2026 and December 27, 2025, we had cash and cash equivalents, including restricted cash, and marketable securities of $51.3 million and working capital, excluding restricted cash, of $16.7 million compared to $61.6 million and $32.5 million, respectively.

 

   Nine Months
Ended
   Nine Months
Ended
 
   September 26, 2026   September 27, 2025 
Net cash used for operating activities  $(2,734,286)  $(7,683,203)
Net cash (used in) provided by investing activities   (6,486,343)   20,183,453 
Net cash used in financing activities   (1,095,112)   (154,706)
Effect of exchange rate changes on cash   438    2,476 
(Decrease) increase in cash and equivalents  $(10,315,303)  $12,348,020 

 

For the nine months ended September 26, 2026 cash used in operating activities consisted primarily of net losses from operations of $6.3 million and non-cash charges of $0.6 million, partially offset by cash inflows from changes in operating assets and liabilities of $4.2 million. For the nine months ended September 27, 2025, cash used in operating activities consisted of a net loss of $4.2 million, net cash used in operating assets and liabilities of $3.0 million and non-cash charges of $0.5 million. For the nine months ended September 26, 2026, net cash used in investing activities in the amount of $6.5 million consisted of capital expenditures. For the nine months ended September 27, 2025, cash provided by investing activities was primarily related to net proceeds from the sale of marketable securities. We expect that net cash used for or provided by operating activities to fluctuate in future periods as a result of a number of factors, including fluctuations in our operating results and changes in components of working capital. Our cash and cash equivalents and liquidity could be adversely affected by any amounts that become payable in connection with any adverse results from any litigation we are, or may become, involved in. For the nine months ended September 26, 2026, the change in financing activities was the settlements of restricted stock for tax withholding obligations for $1.1 million.

 

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Equity offerings

 

On September 29, 2025, the Company entered into a securities purchase agreement (the “Purchase Agreement”) for a private investment in public equity financing (the “PIPE”) for 19,545,950 shares of its common stock, par value $0.01 per share (the “Shares”). The net proceeds to the Company from the offering were approximately $38.1 million, after deducting placement agent fees and commissions and estimated offering expenses payable by the Company. The transaction was consummated on September 30, 2025.

 

On October 16, 2025, the Company completed a $15 million strategic investment with Theon. Under the terms of the Agreements, Theon acquired a 49% interest in Kopin’s subsidiary, Kopin Europe Ltd. for $8.0 million and the parties entered into a licensing and development agreement and funding agreements relating to the joint development of military products. In addition, Theon purchased $7.0 million worth of shares of Series A Convertible Preferred Stock, par value $0.01 per share, of the Company (the “Preferred Stock”). Each share of the Preferred Stock was convertible into shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”) at an initial fixed conversion price of $3.00 per share, pursuant to the terms of the Certificate of Designation for Series A Convertible Preferred Stock of the Company (the “Certificate of Designations”). The Company had the ability to force the conversion of the preferred stock into common stock once the Company’s common stock trades at $5.50 per share or higher for 10 Trading Days (as defined in the Certificate of Designation) within a 30 consecutive Trading Day period. The Preferred Stock carried an annual dividend of at the base rate of 4%, 2% payable in cash and 2% payable in stock. With the close of this transaction, Kopin Europe Ltd. was deconsolidated from the Company’s consolidated financial statements. Therefore, the condensed consolidated statements of operations for the three and nine months ended September 26, 2026 and September 27, 2025 only includes the activity related to Kopin Europe Ltd. during the nine months ended September 27, 2025. The assets and liabilities of Kopin Europe Ltd. are no longer included within the Company’s condensed balance sheets.

 

On May 28, 2026, Theon exercised its conversion right under the Certificate of Designation to convert all 1,000 outstanding shares of Series A Convertible Preferred stock into shares of Common Stock. The conversion was effected at a conversion price of $3.00 per share resulting in the issuance of 2,380,973 shares of the Company’s common stock to Theon. The Company’s Series A Convertible Preferred stock has been retired and no shares of Series A Convertible Preferred Stock are outstanding.

 

The domestic locations balance of cash, cash equivalents, and restricted cash of $51.3 million and $61.6 million for the period ended September 26, 2026 and fiscal year ended December 27, 2025 includes $25.5 million and $25.3 million of restricted cash as of September 26, 2026 and December 27, 2025, respectively, that is not available for current operating use.

 

The manufacturing operations at our Korean facility, Kowon, have ceased and Kowon was liquidated at fiscal year ended 2018. As of December 27, 2025 we had recorded deferred tax liabilities for any additional withholding tax that may be due to the Korean government upon Kowon’s final tax return acceptance. The statute of limitations expired during the three months ended June 27, 2026 and we reversed the deferred tax liability of $2.1 million as of September 26, 2026.

 

We expect to expend between $1.0 million and $1.5 million on capital expenditures for the remainder of 2026.

 

We had net losses of $3.4 million and $6.3 million during the three and nine months ended September 26, 2026, respectively, and net income of $2.6 million in fiscal year 2025, and net cash outflows used in operations of $2.7 million and $15.5 million for the nine months ended September 26, 2026 and for the fiscal year ended 2025, respectively. Moreover, the Company has posted a bond to satisfy the court’s verdict of $19.7 million in damages and anticipated accrued interest in the matter of BlueRadios vs. Kopin Corporation should the Company’s appeal be unsuccessful (refer to Note 17 of our condensed consolidated financial statements for more information).

 

As of September 26, 2026, the Company had $25.8 million of cash and cash equivalents (excluding restricted cash), which the Company believes is sufficient to support its operations and satisfy its obligations for at least the next twelve months from the issuance of these financial statements. We estimate we will have sufficient liquidity to fund operations beyond the fourth quarter of 2027. Nonetheless, we monitor the capital markets on an ongoing basis and may consider raising capital if favorable market conditions develop. If our actual results are less than projected or we need to raise capital for additional liquidity, we may be required to do additional equity financing, reduce expenses or enter into a strategic transaction. However, we can make no assurance that we will be able to raise additional capital, reduce expenses sufficiently, or enter into a strategic transaction on terms acceptable to us, or at all.

 

Critical Accounting Estimates

 

Our critical accounting estimates are described in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition” of our Annual Report on Form 10-K for the fiscal year ended December 27, 2025.

 

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

We invest our excess cash in high-quality U.S. Government, government-backed (e.g., Fannie Mae, FDIC guaranteed bonds and certificates of deposit) and corporate debt instruments, which bear lower levels of relative risk. We believe that the effect, if any, of reasonably possible near-term changes in interest rates on our financial position, results of operations and cash flows should not be material to our cash flows or income. It is possible that interest rate movements would increase our unrealized gain or loss on debt securities. We do not currently hedge our foreign currency exchange rate risk. We estimate that any market risk associated with our international operations or investments is unlikely to have a material adverse effect on our business, financial condition or results of operation. Our portfolio of marketable securities is subject to interest rate risk and the credit rating of our investments may be affected by the underlying financial health of the guarantors of our investments. We use silicon wafers but do not enter into forward or futures hedging contracts to mitigate against risks related to the price of silicon.

 

Item 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

As of September 26, 2026, the Company conducted an evaluation under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer (its principal executive officer and principal financial officer, respectively) regarding the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of September 26, 2026, as defined in Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The term “disclosure controls and procedures” means controls and other procedures that are designed to ensure that information required to be disclosed by the Company in reports that we file or submit under the Exchange Act are recorded, processed, summarized and reported within the requisite time periods and that such disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in the reports that we file or submit under the Exchange Act are accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, our management concluded that, as of September 26, 2026, our disclosure controls and procedures were not effective as of September 26, 2026 due to the following material weaknesses which were disclosed in the Company’s Annual Report on Form 10-K for the year ended December 27, 2025, and continue to exist as of September 26, 2026:

 

We identified control deficiencies, that when aggregated, constitute material weaknesses as follows:

 

  ● Design and operating effectiveness of information technology general computer controls in the areas of user access and program change-management for certain information technology systems that are critical to capturing, processing, and reporting financial transactions. These ineffective information technology controls contributed to (i) improper segregation of duties among certain business process controls and (ii) ineffective data validation of spreadsheets and system-generated reports.
     
  ● Management identified a material weakness in the Company’s internal control over financial reporting related to the design and operation of controls over the period-end financial reporting and disclosure process. Specifically, management did not design, implement, and maintain sufficiently precise review controls, including controls over the completeness and accuracy of information used in the operation of controls and the retention of evidence of review, to achieve timely, complete, and accurate accounting and disclosures in multiple financial statement areas, including prepaid expenses and other current assets, stockholders’ equity, share-based compensation, certain investments, and income taxes.
     
  ● Management did not design and implement certain business process controls related to the revenue cycle, including appropriate controls over contract accounting reviews and completeness and accuracy of required disclosures.
     
  ● Management did not design and implement certain business process controls related to the accounting evaluation of significant unusual transactions and completeness and accuracy of required disclosures.

 

Remediation Activities

 

Management is actively engaged in the implementation of a remediation plan to implement measures designed to improve our internal control over financial reporting to remediate these material weaknesses with oversight from the Audit Committee of the Board of Directors. During the quarter ended September 26, 2026, the Company engaged third-party consultants to (i) support the period-end financial reporting and SEC reporting process, (ii) assist with the assessment and remediation of information technology general controls, and (iii) assess previously identified control deficiencies and develop remediation plans related to business process controls. These material weaknesses will not be considered remediated until the applicable controls are designed, implemented, operating for a sufficient period of time, and tested and concluded by management to be operating effectively.

 

Changes in Internal Control over Financial Reporting

 

There were no changes in our internal control over financial reporting during the quarter ended September 26, 2026, that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

 

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Part II. OTHER INFORMATION

 

Item 1. Legal Proceedings

 

The Company may engage in legal proceedings arising in the ordinary course of business. Claims, suits, investigations and proceedings are inherently uncertain, and it is not possible to predict the ultimate outcome of such matters and our business, financial condition, results of operations or cash flows could be affected in any particular period.

 

BlueRadios, Inc. v. Kopin Corporation, Civil Action No. 16-02052-JLK (D. Col.):

 

On August 12, 2016, BlueRadios, Inc. (“BlueRadios”) filed a complaint in the U.S. District Court for the District of Colorado, alleging that the Company breached a contract between it and BlueRadios concerning the design, development and commercialization of micro-display products with embedded wireless technology referred to as “Golden-i,” breached the covenant of good faith and fair dealing associated with that contract, breached its fiduciary duty to BlueRadios, and misappropriated trade secrets owned by BlueRadios in violation of Colorado law (C.R.S. § 7-74-104(4)) and the Defend Trade Secrets Act (18 U.S.C. § 1836(b)(1)). BlueRadios further alleged that the Company was unjustly enriched by its alleged misconduct, BlueRadios is entitled to an accounting to determine the amount of profits obtained by the Company as a result of its alleged misconduct, and the inventorship on at least ten patents or patent applications owned by the Company need to be corrected to list BlueRadios’ employees as inventors and thereby list BlueRadios as co-assignees of the patents. BlueRadios seeks monetary, declaratory, and injunctive relief, including for alleged non-payment of engineering retainer fees.

 

On Monday, April 22, 2024, after a four-week trial, a jury verdict was entered finding for BlueRadios and awarding approximately $5.1 million in damages as well as recommending $19.7 million in disgorgement and exemplary damages. On May 22, 2024, the Company filed its Motion for Judgment as a Matter of Law or in the alternative for a New Trial, as well as two submissions arguing that the disgorgement and exemplary damages should not be awarded. That same day, BlueRadios filed motions seeking a permanent injunction prohibiting Kopin from selling any products that incorporate BlueRadios’ trade secrets, over $10.8 million in pre-judgment interest, and over $10.2 million in attorneys’ fees and costs. Briefing on those issues concluded on June 26, 2024. On September 25, 2024, the Company filed a supplemental brief on issue preclusion arguing that BlueRadios’ claims were untimely because of findings of fact made in BlueRadios, Inc. v. Hamilton, Brook, Smith & Reynolds, P.C., No. 1:21-cv-10488-DJC, ECF 268 (D. Mass. Sept. 18, 2024). That supplemental briefing concluded on October 29, 2024.

 

On September 5, 2025, a post-trial order was entered in the U.S. District Court for the District of Colorado in the matter of BlueRadios, Inc. v. Kopin Corporation finding for the plaintiff, BlueRadios, Inc. and awarding approximately $19.7 million in damages but denying a permanent injunction and prejudgment interest. In the second quarter of 2024, the Company had estimated and accrued $24.8 million in probable and reasonably estimable damages for this matter. As a result of the post-trial order, the Company reduced the accrual to $19.7 million and recognized a benefit of $5.1 million for the reduction in the accrual in the condensed consolidated Statements of Operations for the three and nine months ended September 27, 2025.

 

On September 26, 2025, the Company and its lawyers entered into a Mutual Release agreement (the “Release”) in which accrued legal expenses in connection with the BlueRadios litigation were resolved. The release reduced unpaid accrued legal expenses by $3.3 million to $1.9 million as of September 27, 2025. The reduction in accrued legal fees is included within selling, general and administrative in the Company’s condensed consolidated financial statements for the three and nine months ended September 27, 2025.

 

On October 2, 2025, the Company posted a supersedeas bond for $23.0 million which consisted of the $19.7 million judgment, legal expenses, and interest that would accrue over the expected term of the appeal. To post the bond the Company entered into loan agreements (the “Agreements”) with its bank which provides the bank with a security interest in the $23.0 million plus $1.15 million in fees for a total of $24.2 million the Company deposited with the bank. This $24.2 million is classified as Restricted Cash. The bank then issued a Letter of Credit (LOC) to a surety company who then issued the bond to the court. The Agreement provides for standard representations and warranties and allows the bank to use the $23.0 million to satisfy the LOC in the event the LOC is called.

 

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On October 7, 2025, the Company filed an appeal for the $19.7 million judgment against the Company in connection with the BlueRadios litigation. As of December 27, 2025, the Company has accrued $19.7 million for the judgment within Accrued litigation damages and has accrued approximately $0.3 million in related interest within Other accrued liabilities.

 

On June 25, 2026, BlueRadios, Inc. filed its opening and response appellate brief in the Federal Circuit, requesting that the court affirm the September 2025 judgment against Kopin Corporation for trade secret misappropriation and reverse portions of the district court’s decision that denied additional damages, injunctive relief, and unpaid retainer claims. As of September 26, 2026, there are no changes in circumstances that would result in a change in the corresponding legal accrual.

 

Item 1A. Risk Factors

 

Our business and financial results are subject to numerous risks and uncertainties. As a result, the risks and uncertainties discussed in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the fiscal year ended December 27, 2025, should be carefully considered. There have been no material changes in the assessment of our risk factors from those set forth in our Annual Report on Form 10-K for the fiscal year ended December 27, 2025.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

We did not sell any securities during the three months ended September 26, 2026 that were not registered under the Securities Act.

 

Item 5. Other Information

 

Rule 10b5-1 Trading Arrangements

 

None of the Company’s directors or officers adopted, modified, or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” in each case as defined in Item 408 of Regulation S-K, during the quarter ended September 26, 2026.

 

Item 6. Exhibits

 

Exhibit No.   Description
     
31.1   Certification of Michael Murray, Chief Executive Officer, filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) *
31.2   Certification of Erich Manz, Chief Financial Officer, filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) *
32.1   Certification of Michael Murray, Chief Executive Officer, furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) *
32.2   Certification of Erich Manz, Chief Financial Officer, furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) *
     
101.INS   Inline XBRL Instance Document*
101.SCH   Inline XBRL Taxonomy Extension Schema Document*
101.CAL   Inline XBRL Taxonomy Calculation Linkbase Document*
101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB   Inline XBRL Taxonomy Label Linkbase Document*
101.PRE   Inline XBRL Taxonomy Presentation Linkbase Document*
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

*Filed herewith

 

Attached as Exhibit 101 to this report are the following formatted in XBRL (Extensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets at September 26, 2026 (Unaudited) and December 27, 2025, (ii) Condensed Consolidated Statements of Operations (Unaudited) three and nine months ended September 26, 2026 and September 27, 2025, (iii) Condensed Consolidated Statement of Comprehensive Loss (Unaudited) for the three and nine months ended September 26, 2026 and September 27, 2025, (iv) Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) three and nine months ended September 26, 2026 and September 27, 2025, (v) Condensed Consolidated Statements of Cash Flows (Unaudited) for the nine months ended September 26, 2026 and September 27, 2025, and (vi) Notes to Unaudited Condensed Consolidated Financial Statements.

 

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SIGNATURES

 

Pursuant to the requirements 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.

 

  KOPIN CORPORATION
  (Registrant)
     
Date: November 10, 2026 By: /S/ MICHAEL MURRAY
    Michael Murray
    President, Chief Executive Officer
    (Principal Executive Officer)
     
Date: November 10, 2026 By: /S/ ERICH MANZ
    Erich Manz
    Treasurer and Chief Financial Officer
    (Principal Financial and Accounting Officer)

 

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