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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): January 5, 2026
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
5.02. |
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On
January 5, 2026, Kopin Corporation (the “Company”), upon approval and recommendation
by the compensation committee of the Board of Directors of the Company (the “Committee”), granted
Mr. Michael Murray, the Company’s Chief Executive Officer and Chairman of the Board, 583,658 shares
of restricted stock (the
“Shares”) and an
option to purchase 724,638
shares of the Company’s common stock, par
value $0.01, at an
exercise price of $3.21 per
share under the Company’s 2020 Equity Incentive
Plan, representing a 25% premium to the closing price of the Company’s common stock on January 5, 2026. The Shares
cliff vest four years from date of grant (January 5, 2026)
and the options vest quarterly over a four-year period
from the date
of grant subject to Mr. Murray remaining with the Company and being in compliance with his employment agreement. The Shares
and options are subject to a double-trigger change-in-control
provision.
On
January 5, 2026, the Company granted upon approval and recommendation by the Committee, Mr. Paul Baker, the Company’s
Chief Operating Officer, 72,000 shares of restricted stock. 34% of the Shares shall vest on December 10, 2026, 33%
shall vest on December 10, 2027, and 33% shall vest on December 10, 2028, in each case subject to Mr. Baker’s continued
service to the Company on the applicable vesting date. The award is subject to restrictions pursuant to the terms of the Company’s
2020 Equity Incentive Plan.
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: |
Chief
Financial Officer |
| |
|
(Principal
Financial and Accounting Officer) |
Date:
January 9, 2026