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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of report (Date of earliest event reported): October 16, 2025
KOPIN
CORPORATION
(Exact
name of registrant as specified in its charter)
| Delaware |
|
000-19882 |
|
04-2833935 |
(State
or other jurisdiction of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
125
North Drive, Westborough, MA 01581
(Address
of principal executive offices) (Zip Code)
(508)
870-5959
(Registrant’s
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol |
|
Name
of each exchange on which registered |
| Common
Stock, par value $0.01 |
|
KOPN |
|
Nasdaq
Capital Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
| Item
1.01. |
Entry
into a Definitive Material Agreement. |
On
October 16, 2025, Kopin Corporation (the Company) announced that the previously announced $15 Million Strategic Investment from
Theon International Plc (the Agreements) had been completed.
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 Kopin (the
“Preferred Stock”). Each share of the Preferred Stock is 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”). Kopin
will have the ability to force the conversion of the preferred stock into common stock once Kopin’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 will carry an annual dividend of at the base rate dividend rate of 4%, payable in cash and stock.
| Item
3.02. | Unregistered
Sales of Equity Securities. |
The
disclosure under Item 1.01 above is incorporated herein by reference.
| Item 5.03, |
Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year. |
On
October 15, 2025 the Company filed a Certificate of Designation of Series A Convertible Preferred Stock to amend its Certificate of
Incorporation of Kopin Corporation to incorporate the terms of the Series A Convertible Preferred Stock sale disclosed under Item
1.01
The
Company has issued a press release, dated October 16, 2025, announcing the closing of the $15 Million Strategic Investment from Theon
International Plc.. The press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. The information furnished
in Exhibit 99.1 hereto shall not be considered “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by
reference into future filings by the Company under the Securities Act of 1933, as amended, or under the Exchange Act, unless the Company
expressly sets forth in such future filings that such information is to be considered “filed” or incorporated by reference
therein.
| Item
9.01 | Financial
Statements and Exhibits. |
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| |
|
|
| 99.1 |
|
Certificate of Designation of Series A Convertible Preferred Stock. |
| 99.2 |
|
Kopin Corporation Announces “Kopin and THEON International Advance Alliance Following Direct Foreign Investment (DFI) Approval of $15M Agreement & Additional $8M Joint Development” |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
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 hereunto duly authorized.
| |
Kopin
Corporation |
| |
(Registrant) |
| |
|
|
| |
By: |
/s/
Erich Manz |
| |
Name: |
Erich
Manz |
| |
Title: |
Treasurer
and Chief Financial Officer |
| |
|
(Principal
Financial and Accounting Officer) |
Date:
October 16, 2025
