[8-K] Kopin Corp Reports Material Event

Rhea-AI Filing Summary

Kopin Corporation announced a $15.0 million strategic investment from Theon International Plc to advance collaborative military product development. Theon will acquire a 49% interest in Kopin Europe Ltd. for $8.0 million and will purchase $7.0 million of Kopin Series A Convertible Preferred Stock.

The Series A Preferred converts at an initial fixed price of $3.00 per share and may be force-converted by Kopin if the common stock trades at $4.50 or higher for 10 Trading Days within a 30 consecutive Trading Day period. The Preferred carries a 4% annual base dividend payable in cash and stock. The Agreement includes licensing, development and funding arrangements for joint military products, plus an additional $8.0 million commitment for targeted development over five years. The $15.0 million investment is subject to standard closing conditions, including European government approval, and is expected to close in Kopin's fiscal third quarter. The company filed a related press release as Exhibit 99.1.

Positive

• $15.0 million strategic investment from Theon International provides immediate capital to Kopin and its European subsidiary
• $8.0 million paid for a 49% interest in Kopin Europe, formalizing a strategic partnership in Europe
• $7.0 million purchase of Series A Convertible Preferred Stock adds corporate-level financing
• $8.0 million additional commitment for targeted product and technology development over five years supports ongoing collaboration

Negative

• Potential dilution to common shareholders from conversion of the Series A Preferred at $3.00 per share
• Dividend obligation of 4% annually on the Preferred, payable in cash and stock, may affect cash flow or share count
• Closing is conditioned on standard conditions including European government approval, which could delay or prevent the transaction

Insights

Financial Analyst

TL;DR: $15.0M infusion and partner funding materially improves capital for defense development while creating dilution risk via convertible preferred.

The transaction provides Kopin with an immediate $15.0 million of committed capital and a strategic partner in Theon for licensing and joint development of military products. The split of proceeds—$8.0 million for a 49% interest in Kopin Europe and $7.0 million in convertible preferred—balances upfront cash to a subsidiary and corporate-level financing. The $3.00 conversion price and force-conversion trigger at $4.50 are significant because they define potential dilution and timing of equity issuance. The 4% dividend and closing conditions, including European government approval, are material execution considerations.

M&A Specialist

TL;DR: Sale of a 49% stake in Kopin Europe plus development agreements creates a strategic alliance and non-control partnership with material commercial implications.

Transferring a 49% interest in Kopin Europe for $8.0 million while entering licensing and joint-development contracts signals a strategic alignment with Theon focused on defense markets. The additional $8.0 million development commitment over five years enhances the partnership beyond the initial $15.0 million consideration. Key transactional terms—the convertible preferred structure, conversion price, dividend mechanics and government approval condition—affect governance, future cash flows and dilution potential and should be evaluated as material elements of the deal.

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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): August 8, 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 August 8, 2025, Kopin Corporation (“Kopin” or the “Company”) announced certain strategic agreements (collectively, the “Agreements”) for an aggregate of $15 million strategic investment from Theon International Plc (“Theon”).

Under the terms of the Agreements, upon closing, Theon will acquire a 49% interest in Kopin’s subsidiary, Kopin Europe Ltd. for $8.0 million and the parties will enter into a licensing and development agreement and funding agreements relating to the joint development of military products.

In addition, upon closing, Theon will purchase $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 $4.50 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.

The $15.0 million investment is subject to standard closing conditions, including without limitation European government approval, and is expected to close in Kopin’s fiscal third quarter.

Further to these direct investments, Theon has committed to funding an additional $8M for collaboratively targeted product and technology developments over the next five years.

Item 3.02. Unregistered Sales of Equity Securities.

The disclosure under Item 1.01 above is incorporated herein by reference.

Item 7.01 Regulation FD.

The Company has issued a press release, dated August 11, 2025, announcing an Agreement for a $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		Kopin Corporation Announces Agreement for $15 Million Strategic Investment from Theon International Plc to Accelerate Global Defense Innovation.
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/ Richard A. Sneider
	Name:	Richard A. Sneider
	Title:	Treasurer and Chief Financial Officer
		(Principal Financial and Accounting Officer)

Date: August 12, 2025

FAQ

What did Kopin (KOPN) announce in the filing?

Kopin announced a $15.0 million strategic investment from Theon International Plc, consisting of $8.0 million for 49% of Kopin Europe and $7.0 million for Series A Convertible Preferred Stock.

How does the Series A Convertible Preferred convert into common stock?

Initial fixed conversion price is $3.00 per share. Kopin can force conversion if its common stock trades at $4.50 or higher for 10 Trading Days within a 30 consecutive Trading Day period.

Are there any dividends on the Preferred Stock?

Yes. The Series A Preferred carries a 4% annual base dividend payable in cash and stock.

Is there additional funding beyond the $15.0 million?

Yes. Theon committed $8.0 million for collaboratively targeted product and technology developments over the next five years.

What closing conditions apply and where can I find the press release?

The $15.0 million investment is subject to standard closing conditions including European government approval. The related press release is filed as Exhibit 99.1 to the Form 8-K.