Theon investment converts as Kopin (NASDAQ: KOPN) issues 2,380,973 shares

Rhea-AI Filing Summary

Kopin Corporation reports that Theon International Plc has converted all of its Series A Convertible Preferred Stock into common shares. Theon held 1,000 preferred shares purchased in a prior $15 million strategic investment, which included $8.0 million for a 49% interest in Kopin Europe Ltd. and $7.0 million of preferred stock. On May 28, 2026, Theon exercised its conversion right at a fixed price of $3.00 per share, receiving 2,380,973 shares of Kopin common stock. The Series A Convertible Preferred, which carried a 4% annual dividend payable in cash and stock, has now been fully retired with no preferred shares outstanding.

Insights

Capital structure analyst

Kopin replaces dividend-paying preferred stock with new common shares.

Theon International’s conversion of all 1,000 Series A Convertible Preferred shares into 2,380,973 common shares at $3.00 per share removes this preferred layer from Kopin’s capital structure. The preferred previously carried a 4% annual dividend, payable in cash and stock.

This shifts Theon’s position from a yield-bearing preferred security into pure equity exposure, while increasing Kopin’s common share count. The prior $15 million strategic investment, including $8.0 million for a 49% interest in Kopin Europe Ltd. and $7.0 million in preferred, remains the economic foundation of the relationship.

Going forward, Kopin no longer has Series A Convertible Preferred outstanding, so dividend obligations tied to that class end, replaced by a larger base of common shares. The net effect on existing holders depends on Kopin’s future performance and how the market values the expanded common equity base.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Strategic investment total: $15 million Equity interest in Kopin Europe Ltd.: 49% Preferred stock investment: $7.0 million +4 more

7 metrics

Strategic investment total $15 million Announced October 16, 2025 with Theon International

Equity interest in Kopin Europe Ltd. 49% Acquired by Theon for $8.0 million

Preferred stock investment $7.0 million Series A Convertible Preferred purchased by Theon

Preferred shares converted 1,000 shares Series A Convertible Preferred converted on May 28, 2026

Common shares issued 2,380,973 shares Issued to Theon upon conversion at $3.00 per share

Conversion price $3.00 per share Fixed price under Certificate of Designation

Preferred dividend rate 4% annually Base rate on Series A Convertible Preferred, now retired

Key Terms

Series A Convertible Preferred Stock, conversion price, Certificate of Designation, dividend rate, +1 more

5 terms

Series A Convertible Preferred Stock financial

"Theon purchased $7.0 million of shares of Series A Convertible Preferred Stock, par value $0.01 per share, of Kopin"

Series A convertible preferred stock is a class of shares sold in an early funding round that gives investors a mix of protection and upside: it pays a priority claim over common shares if the company is sold or closes, but can be converted into ordinary shares to share in future growth. Think of it like a hybrid between a safer stake and a ticket to ownership; it matters to investors because it affects who controls the company, how future gains are split, and how much their investment is protected from downside.

conversion price financial

"convertible into shares of common stock ... at an initial fixed conversion price of $3.00 per share"

The conversion price is the fixed price at which a convertible security, like a bond or preferred stock, can be exchanged for shares of common stock. It acts like a set rate that determines how many shares an investor can receive if they choose to convert their investment. This helps investors understand the value and potential benefits of converting their securities into company shares.

Certificate of Designation regulatory

"pursuant to the terms of the Certificate of Designation for Series A Convertible Preferred Stock of the Company"

A certificate of designation is a formal document that spells out the specific rights and rules attached to a particular class or series of stock, usually preferred shares. Think of it as a rulebook or menu that lists dividend terms, liquidation priority, conversion or redemption rights and any special voting protections; investors use it to judge how much income, control or downside protection those shares will provide compared with other securities.

dividend rate financial

"The Preferred Stock carried an annual dividend of at the base rate dividend rate of 4%, payable in cash and stock"

The dividend rate is the amount a company pays shareholders for each share over a year, usually stated as a dollar figure per share or shown as a percentage of the current share price (the yield). Think of it like the interest you earn from a savings account: it shows how much cash an investor can expect to receive from owning the stock and helps compare income potential and assess whether the payout looks sustainable relative to the company’s earnings.

strategic investment financial

"Kopin Corporation ... announced a $15 Million Strategic Investment from Theon International Plc"

A strategic investment is a long-term commitment made by an investor to support a business or project that aligns with their broader goals or interests. It often involves investing resources, such as money or expertise, to help the recipient grow, with the expectation that both will benefit over time. For investors, it matters because it can create valuable partnerships, foster innovation, and generate sustained returns beyond immediate financial gains.

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Understanding 8-K Material Events →

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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): May 28, 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 8.01. Other Events

On October 16, 2025 Kopin Corporation (the “Company”) announced a $15 Million Strategic Investment from Theon International Plc (the Agreements). 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 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 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 Preferred Stock carried an annual dividend of at the base rate dividend rate of 4%, payable in cash and stock.

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.

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: June 4, 2026

FAQ

What capital change did Kopin Corporation (KOPN) disclose in this 8-K?

Kopin disclosed that Theon converted all 1,000 Series A Convertible Preferred shares into 2,380,973 common shares at $3.00 per share. This transaction retires the entire Series A Preferred class and increases Kopin’s outstanding common equity held by Theon.

How many Kopin common shares did Theon receive upon conversion?

Theon received 2,380,973 Kopin common shares upon converting its Series A Convertible Preferred Stock. The conversion used the fixed $3.00 per share price defined in the Certificate of Designation for the preferred shares held by Theon.

What were the original terms of Theon’s $15 million strategic investment in Kopin (KOPN)?

Theon’s strategic investment totaled $15 million, with $8.0 million buying a 49% interest in Kopin Europe Ltd. and $7.0 million purchasing Series A Convertible Preferred Stock. The investment also included licensing, development, and funding agreements for joint military product development.

What dividend terms applied to Kopin’s Series A Convertible Preferred Stock?

The Series A Convertible Preferred carried a 4% annual dividend, payable in cash and stock. This dividend right applied while the preferred shares were outstanding and ended once Theon converted all 1,000 preferred shares into common stock and the series was retired.

Does Kopin Corporation still have any Series A Convertible Preferred Stock outstanding?

No, Kopin has no Series A Convertible Preferred Stock outstanding. Theon converted all 1,000 preferred shares into 2,380,973 common shares, and the company states the Series A Convertible Preferred has been retired following this full conversion.

How was the conversion price for Theon’s preferred shares in Kopin (KOPN) determined?

The conversion price was the fixed $3.00 per share set in Kopin’s Certificate of Designation for the Series A Convertible Preferred Stock. Theon exercised its contractual conversion right at this price for all 1,000 preferred shares.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB