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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) September 29, 2025
KOPIN
CORPORATION
(Exact
Name of Registrant as Specified in Charter)
| Delaware |
|
000-19882 |
|
04-2833935 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(IRS
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 Material Definitive Agreement. |
On
September 29, 2025, Kopin Corporation (the “Company”) announced that it has 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 are estimated
to be approximately $38.1 million, after deducting placement agent fees and commissions and estimated offering expenses payable by
the Company. The transaction is expected to close on September 30, 2025, subject to the satisfaction of customary closing conditions.
Proceeds
will be used for the advancement of Kopin’s development of color MicroLED, Neuraldisplay™ Artificial Intelligence, commercialization
of sovereign solutions for microdisplays and optical solutions for First Person Visualization (FPV) for Drones and for general corporate
purposes.
The
Purchase Agreement also contains customary representations, warranties, covenants and agreements by the Company, indemnification obligations
of the Company and each Purchaser, and other obligations of the parties. The representations, warranties, covenants and agreements contained in the Purchase Agreement reflect
negotiations between the parties to the Purchase Agreement and are not intended as statements of fact to be relied upon by stockholders,
or any individual or other entity other than the parties. In particular, the representations, warranties, covenants and agreements in
the Purchase Agreement may be subject to limitations agreed by the parties, including having been modified or qualified by certain confidential
disclosures that were made between the parties in connection with the negotiation of the Purchase Agreement, and having been made for
purposes of allocating risk among the parties rather than establishing matters of fact. In addition, the parties may apply standards
of materiality in a way that is different from what may be viewed as material by investors. As such, the representations and warranties
in the Purchase Agreement may not describe the actual state of affairs at the date they were made or at any other time and you should
not rely on them as statements of fact. Moreover, information concerning the subject matter of the representations and warranties may
change after the date of the Purchase Agreement, and unless required by applicable law, the Company undertakes no obligation to update
such information. The PIPE is exempt from the registration requirements of the Securities Act pursuant to the exemption for transactions
by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act and in reliance on similar exemptions under
applicable state laws. Each Purchaser represented that it is an accredited investor within the meaning of Rule 501(a) of Regulation D
and is acquiring the Shares as principal for its own account and not with a view to or for distributing or reselling the Shares. The
Shares were offered without any general solicitation by the Company or its representatives. The Shares sold and issued in the PIPE have
not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent
registration with the SEC or an applicable exemption from the registration requirements of the Securities Act.
Registration
Rights Agreement
In
addition, on September 29, 2025 the Company and each Purchaser entered into a registration rights agreement (the “Registration
Rights Agreement”), pursuant to which the Company agreed to file a registration statement with the Securities and Exchange
Commission (the “SEC”) on or prior to the 40th calendar day following the date of the Purchase Agreement (subject to
certain exceptions) for purposes of registering the resale of the Shares (the “Registration Statement”), to use
commercially reasonable efforts to have such Registration Statement declared effective within the time period set forth in the
Registration Rights Agreement, and to keep the Registration Statement effective until the date that all registrable securities
covered by the Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or
manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current
public information requirement under Rule 144
| Item
3.02 |
Unregistered
sales of equity securities. |
The
information under Item 1.01 of this Current Report on Form 8-K related to the Securities and the Share Consideration is incorporated
herein by reference.
This
Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy shares of Common Stock,
nor shall there be any offer, solicitation, or sale of the Company’s securities in any state in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
The
Company has issued a press release, dated September 29, 2025, entitled “Kopin Announces $41 Million Private Placement”. 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.
(d)
Exhibits
See
the Exhibit Index below, which is incorporated by reference herein.
EXHIBIT
INDEX
Exhibit
No. |
|
Description |
| |
|
| 10.1+ |
|
Securities Purchase Agreement,
dated as of September 29, 2025, by and among the Company and the Purchasers |
| 10.2 |
|
Registration Rights Agreement,
dated as of September 29, 2025, by and among the Company and the Purchasers |
| 99.1 |
|
Press Release |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
+ The annexes schedules, and certain exhibits
to this Exhibit have been omitted pursuant to Item 601(b)(2) of regulation S-K. The Registrant hereby agrees to furnish supplementally
a copy of any omitted annex, schedule or exhibit to the SEC upon request.
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 |
| |
|
| Dated:
September 30, 2025 |
/s/
Erich Manz |
| |
Erich
Manz |
| |
Treasurer
and Chief Financial Officer |
| |
(Principal
Financial and Accounting Officer) |
