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Kopin (NASDAQ: KOPN) lands $15M Fabric.AI order and 19.9% equity stake

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Kopin Corporation entered into a Joint Development and License Agreement with Fabric AI, Inc. to co-develop GPU-to-GPU optical interconnect "Project Technology" and a related Commercial Supply Agreement. Fabric AI, Inc. will pay Kopin up to $15,000,000 in development funds, including an initial $5,000,000 purchase order and a segregated $5,000,000 funding account, tied to at least one successful prototype demonstration. After a Successful Demo, the parties expect to negotiate a Production Plan that is expected to include an additional payment of approximately $15,000,000 to $25,000,000.

As consideration, Kopin receives Series J Convertible Preferred Stock representing 19.9% of Fabric AI Inc.’s pro forma fully diluted common stock (excluding unexercised equity), with anti-dilution adjustments and a 6% annual dividend payable in cash or in kind. Kopin and Fabric AI, Inc. will jointly own Project Technology, while Kopin licenses Background Technology and remains the exclusive manufacturer of products incorporating the technology, with exclusive rights to government, military and defense markets. Fabric AI, Inc. is the exclusive commercial seller in the defined territory and agrees to a standstill limiting Kopin share acquisitions above 9.9% and control-seeking actions.

Positive

  • None.

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Insights

Kopin secures funded AI-optics development plus equity in Fabric AI under long-term exclusive arrangements.

Kopin Corporation signs a Joint Development and License Agreement and a Commercial Supply Agreement with Fabric AI, Inc. Fabric AI, Inc. will provide up to $15,000,000 in development funding, beginning with a $5,000,000 purchase order and structured installments tied to development plans and a successful prototype demonstration.

The structure combines near-term services revenue with potential follow-on production funding of approximately $15,000,000 to $25,000,000, plus a 19.9% pro forma fully diluted equity stake via Series J Convertible Preferred Stock carrying a 6% annual dividend. Anti-dilution mechanics and adjustments to the Maximum Issuance of 291,049 Series J conversion shares help preserve that ownership percentage across specified “Dilutive Issuance” and “Dilutive Conversion” events up to an aggregate $50,000,000 threshold.

The Commercial Supply Agreement makes Kopin the exclusive manufacturer of products incorporating the Project Technology and appoints Fabric AI, Inc. as exclusive seller in most commercial markets, while Kopin retains priority and exclusivity in automotive, military and defense channels. An initial four-year term with automatic renewals, detailed ramp-up planning and defined “Inability to Supply Event” carve-outs outline operational risk-sharing. A standstill limits Fabric AI, Inc. from acquiring more than 9.9% of Kopin’s voting securities or pursuing unsolicited control transactions, supporting Kopin’s governance stability. Overall impact is strategically significant but financial magnitude versus Kopin’s existing scale is not stated in the excerpt, so rating remains neutral.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Development Funds $15,000,000 Maximum development payments under JDA for Project Technology
Initial Purchase Order $5,000,000 First Fabric AI, Inc. order within 10 business days of JDA
Additional Production Plan Funding $15,000,000–$25,000,000 Expected payment range after Successful Demo and Production Plan
Equity Stake in Fabric AI 19.9% pro forma fully diluted Ownership via Series J Convertible Preferred Stock
Maximum Issuance 291,049 shares Initial cap on Series J Conversion Shares, subject to adjustment
Series J Dividend Rate 6% per annum Dividend on Series J Preferred Stock, payable semi-annually
Standstill Ownership Cap 9.9% voting securities Maximum Kopin ownership Fabric AI, Inc. may acquire during standstill
Supply Agreement Initial Term 4 years Initial term of Commercial Supply Agreement before auto-renewals
Joint Development and License Agreement financial
"entered into a Joint Development and License Agreement (the “JDA”) with Fabric AI, Inc."
Series J Convertible Preferred Stock financial
"issue to Kopin shares of the Fabric AI Inc.’s Series J Convertible Preferred Stock, par value $0.0001 per share"
Dilutive Issuance financial
"any securities entitling any person to acquire shares of Common Stock (such issuance, a “Dilutive Issuance”)"
PIK Dividend financial
"may, at its sole option, elect to pay any dividend in kind by issuing to Kopin additional shares ... (each such payment, a “PIK Dividend”)."
Inability to Supply Event financial
"any purchase order or requested delivery date that does not comply with the applicable lead times ... (each, an “Inability to Supply Event”)."
Ramp-Up Plan financial
"develop a mutually acceptable manufacturing ramp-up plan (the “Ramp-Up Plan”) which will include"
false 0000771266 0000771266 2026-04-28 2026-04-28 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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) April 28, 2026

 

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 Definitive Material Agreement.

 

Joint Development and License Agreement

 

On April 27, 2026, Kopin Corporation, entered into a Joint Development and License Agreement (the “JDA”) with Fabric AI, Inc., pursuant to which Kopin and Fabric AI, Inc. agreed to collaborate on the development and commercialization of Kopin’s interface for GPU-to-GPU connectivity and will work together to develop a prototype and demonstration version of the Project Technology (as defined below) in accordance with one or more statements of work or purchase orders (each, a “Development Plan”) agreed in writing between the parties from time to time, which shall set out the scope, deliverables, timelines and other relevant terms of the applicable development activities. Any data communications chip technology that is to be developed by either party in performance of any Development Plan is herein referred to as the “Project Technology.”

 

Pursuant to the JDA, Fabric AI Inc. has agreed to pay Kopin up to $15,000,000 for the development of the Project Technology through achievement of at least one successful prototype demonstrations (a “Successful Demo”) in accordance with the Development Plan(s) and the funding schedule agreed by the parties (the “Development Funds”). Fabric AI, Inc has agreed to issue an initial purchase order of $5,000,000 within 10 business days after the date on which the JDA was entered into, and payable within ten business days of Kopin’s receipt of such purchase order. Further, Fabric AI, Inc., agreed that it will ensure that at least $5,000,000 of funds are available in a segregated account to cover Development Plan needs. Following this initial purchase order, Fabric AI Inc. will pay Kopin the remaining Development Funds in installments in accordance with a time-based funding schedule agreed by the parties as part of the applicable Development Plan. Following achievement of a Successful Demo, the parties agreed to negotiate in good faith for a period of one year to agree upon a funding, development, manufacturing and commercialization plan for production deployment of the Project Technology, as agreed in writing by the parties (the “Production Plan”), which is expected to include an additional payment by Fabric AI, Inc. of approximately $15,000,000 to $25,000,000.

 

Pursuant to the JDA, Kopin must (i) provide the Fabric AI, Inc. with periodic written reports not less than once per month concerning all material activities undertaken in respect of the applicable Development Plan, (ii) keep Fabric AI, Inc. informed on a timely basis concerning all material progress in the applicable Development Plan, and (iii) at Fabric AI, Inc.’s reasonable written request, from time to time, provide Fabric AI, Inc. with information relating to the progress of the applicable Development Plan.

 

In further consideration of Kopin’s contributions to the development of the Project Technology, Fabric AI, Inc. has agreed to issue to Kopin shares of the Fabric AI Inc.’s Series J Convertible Preferred Stock, par value $0.0001 per share (“Series J Preferred Stock”), constituting 19.9% of the pro forma fully-diluted outstanding shares of Fabric AI Inc.’s common stock, par value $0.0001 per share (the “Common Stock”), excluding shares of common stock underlying unexercised options, warrants, and other common stock equivalents, , subject to certain anti-dilution adjustments upon the sale or issuance of Common Stock or common stock equivalents, or the conversion or exercise of outstanding common stock equivalents as further described below.. Pursuant to the JDA, Fabric AI Inc. agreed to take all actions necessary to give full force and effect to the adjustment provisions set forth in the Certificate of Designations Series J Convertible Preferred Stock (the “Series J Certificate of Designations”), including through the issuance of additional shares of Series J Preferred Stock to Kopin in such amounts as may be required to ensure that the number of shares of Series J Preferred Stock issued to Kopin are convertible into the Maximum Issuance (as defined below) upon each Dilutive Issuance or Dilutive Conversion (as each term is defined below), as applicable, in accordance with the terms of the Series J Certificate of Designations.

 

The number of Series J Conversion Shares initially may not exceed 291,049 (the “Maximum Issuance”); provided, however, that (1) the sale and issuance, in one or more offerings, of any Common Stock or any securities entitling any person to acquire shares of Common Stock (such issuance, a “Dilutive Issuance”) or (2) the issuance of Common Stock (a “Dilutive Conversion”) in connection with any conversions or exercises of any common stock equivalents that are (x) outstanding as of April 27, 2026 or (y) approved for grant by the Board on April 27, 2026, and not yet issued or outstanding as of such date (the “Existing Common Stock Equivalents”), the Maximum Issuance (b) will be increased to equal the sum of (i) the Maximum Issuance immediately prior to the date of such Dilutive Issuance or Dilutive Conversion, plus (ii) 0.1999 shares of Common Stock for each share of Common Stock issued in connection with such Dilutive Issuance or Dilutive Conversion, as the case may be. Once an adjustment to the Maximum Issuance has been made in respect of (A) Dilutive Issuances, and (B) any exercises for cash of Existing Common Stock Equivalents, in an aggregate amount equal to $50 million, no further adjustments will be made for any subsequent Dilutive Conversions or Dilutive Issuances.

 

The Series J Preferred Stock entitles Kopin to dividends of 6% per annum accruing daily, which are payable semi-annually on each June 30 and December 31 (each, a “Dividend Payment Date”) during the period in which any shares of Series J Preferred Stock remain outstanding. Dividends are payable in cash; provided, however, that Fabric AI, Inc. may, at its sole option, elect to pay any dividend in kind by issuing to Kopin additional shares of Series J Preferred Stock having an aggregate stated value equal to the amount of the dividend then due (each such payment, a “PIK Dividend”). If Fabric AI, Inc. elects to pay a PIK Dividend, the stated value of the Series J Preferred Stock’s Series J Preferred Stock will be increased by the amount of such PIK Dividend, or Fabric AI, Inc. will issue additional shares of Series J Preferred Stock to Kopin reflecting such PIK Dividend. If, on a Dividend Payment Date, dividends on the Series J Preferred Stock have not been declared and paid in full, such unpaid dividends will continue to accrue daily from and after the initial Dividend Payment Date and will compound on a semi-annual basis at the applicable rate for the Series J Preferred Stock on each subsequent Dividend Payment Date until paid in full.

 

Pursuant to the JDA, Fabric AI, Inc. and Kopin have agreed to jointly and equally own all right, title, and interest in the Project Technology developed under the JDA, while Kopin retains sole ownership of pre-existing technology in its possession on the date of the JDA, and any improvements and modifications to such technology, excluding Project Technology (the “Background Technology”). Kopin has granted Fabric AI, Inc. a non-exclusive, royalty-free, worldwide license under Kopin’s Background Technology for developing and commercializing Project Technology within the scope of Fabric AI, Inc’s rights under the JDA. Fabric AI, Inc. has the exclusive worldwide rights to commercialize the Project Technology in all commercial markets, subject to Kopin’s exclusive worldwide rights to commercialize the Project Technology for or with respect to: (a) government agencies, departments, instrumentalities or other public sector bodies, including defense, intelligence, national security and public research bodies; (b) military, defense or government intelligence end users; and (c) defense contractors, subcontractors, integrators and other entities primarily engaged in supplying products or services to government, military, defense or government intelligence markets, in each case on a worldwide basis. All products incorporating the Project Technology are required to be manufactured exclusively by or on behalf of Kopin.

 

The JDA provides for the establishment of a joint steering committee (the “JSC”) to oversee and coordinate the performance of the JDA, consisting of two representatives from each of Fabric AI, Inc. and Kopin. Michael Murray, Kopin’s Chief Executive Officer, will serve as one of Kopin’s representatives and as chairperson of the JSC. Members of the JSC may be compensated by Fabric AI, Inc. and/or Kopin in a manner to be determined by the parties.

 

 

 

 

Either Fabric AI, Inc. or Kopin may terminate the JDA upon sixty days’ written notice for material breach (subject to a cure period) or immediately upon a bankruptcy event of the other party. In the event of termination arising from Fabric AI Inc.’s breach, failure to fund, or a bankruptcy event, Kopin has the right to continue to develop, use, and commercialize the Project Technology without restriction, and Fabric AI, Inc. has agreed to assign to Kopin all of its right, title, and interest in the Project Technology.

 

Pursuant to the JDA, Fabric AI, Inc. has agreed that, during the term of the JDA and for three years thereafter, neither Fabric AI, Inc. nor its affiliates will (a) acquire beneficial ownership of more than 9.9% of the outstanding voting securities of Kopin; (b) make or participate in any tender offer, exchange offer, merger or other business combination involving Kopin; (c) solicit proxies or consents with respect to securities of Kopin; or (d) otherwise seek to obtain control of Kopin other than through a transaction approved by Kopin’s board of directors.

 

The JDA contains certain representations and warranties, covenants and indemnities customary for similar transactions. The representations, warranties and covenants contained in the JDA were made solely for the benefit of the parties to the JDA and may be subject to limitations agreed upon by the parties.

 

The foregoing description of the JDA does not purport to be complete and is qualified in its entirety by reference to the full text of the JDA, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Supply Agreement

 

Concurrently with the JDA, on April 27, 2026, Fabric AI, Inc. and Kopin also entered into that certain Commercial Supply Agreement (the “Supply Agreement”). Under the Supply Agreement, Kopin has appointed Fabric AI, Inc. as the exclusive seller of any products incorporating the Project Technology and developed under the JDA (the “Products”) to end users located worldwide, excluding countries subject to comprehensive U.S. trade or economic sanctions (the “Territory”). Kopin has retained exclusive supply and distribution rights with respect to the sale of Products to the automotive, military, and defense markets, and has the right to prioritize supply to such markets.

 

Fabric AI, Inc. is required to purchase its entire requirements for Products from Kopin, except following the occurrence of any of the following: (a) Kopin’s failure to deliver at least 90% of the quantity of Products ordered by Fabric AI, Inc. in an accepted purchase order within the applicable lead times agreed by the parties (plus a grace period of 30 days), in each case other than where such failure is due to (x) supply constraints, component shortages or manufacturing limitations, or (y) compliance with Kopin’s other contractual, legal or regulatory obligations; (b) Kopin’s written notice to Fabric AI, Inc. that Kopin will be unable to fulfill a material portion of any purchase order; (c) Kopin’s failure, over two (2) consecutive quarters, to use commercially reasonable efforts to maintain manufacturing capacity sufficient to support Fabric AI, Inc.’s forecasted requirements, as agreed between the parties; or (d) Kopin’s discontinuation of manufacturing operations for the Products for a period of sixty (60) or more consecutive days (other than for scheduled maintenance disclosed to Fabric AI, Inc. in advance), except, with regard to each of the foregoing, to the extent directly caused by (i) acts beyond Kopin’s reasonable control; (ii) Fabric AI, Inc.’s failure to perform any of its obligations under the Supply Agreement; (iii) Kopin’s compliance with any contractual, legal or regulatory obligation to prioritize supply to governmental, military or defense customers; (iv) any increase in purchase orders or forecasted requirements by Fabric AI, Inc. that is not consistent with the most recent forecast provided to Kopin or that exceeds agreed ramp-up parameters between the parties; or (v) any purchase order or requested delivery date that does not comply with the applicable lead times agreed by the parties (each, an “Inability to Supply Event”). In the event of an Inability to Supply Event, Fabric AI, Inc. may, solely to the extent necessary and subject to written agreement with Kopin, manufacture Products in the Territory. Any such right terminates immediately upon Kopin’s ability to resume supply.

 

Fabric AI, Inc. and Kopin have agreed to cooperate in good faith to develop a mutually acceptable manufacturing ramp-up plan (the “Ramp-Up Plan”) which will include: (a) identification and procurement of tooling, equipment, and other capital assets required for factory production of the Products; (b) qualification and sourcing of components and raw materials necessary for manufacture of the Products; (c) establishment of a timeline for the commencement and scaling of commercial manufacturing operations; (d) a detailed budget setting forth the estimated costs associated with each element of the Ramp-Up Plan. The parties intend to finalize the Ramp-Up Plan within one year following successful completion of the product development phase under the JDA.

 

The Supply Agreement has an initial term of four years commencing on the effective date, with automatic one-year renewal periods unless either party provides written notice of non-renewal at least 90 days prior to the end of the then-current term. Upon expiration or termination, all indebtedness of Fabric AI, Inc. to Kopin will become immediately due and payable, and Fabric AI, Inc. will be required to cease representing itself as Kopin’s authorized representative and return or destroy all confidential information.

 

The Supply Agreement also contains customary representations and warranties, indemnification provisions, product warranty provisions, confidentiality obligations, insurance requirements, non-compete restrictions, and other miscellaneous terms.

 

The foregoing description of the Supply Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Supply Agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 7.01. Regulation FD.

 

On April 28, 2026, Kopin Corporation issued a press release announcing a strategic collaboration with Fabric.AI to jointly develop MicroLED-based optical interconnect technology intended to replace traditional copper wiring between GPUs and high-performance processors in AI data-center infrastructure. As disclosed in the release, Fabric.AI has placed an initial $15 million purchase order with Kopin to fund development of a demonstration chipset. The companies’ jointly developed Neural I/o™ architecture leverages Kopin’s proprietary MicroLED and NeuralDisplay™ technologies to enable ultra-high-speed, low-power optical data transmission for chip-to-chip and system-to-system communication. Kopin will be the exclusive manufacturer of the Neural I/o™ chipsets and holds a 19.9% equity position in Fabric.AI. A copy of the press release is furnished as Exhibit 99.1 to this Current Report and is incorporated herein by reference.

 

 

 

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

See the Exhibit Index below, which is incorporated by reference herein.

 

EXHIBIT INDEX

 

Exhibit   Description
10.1   Joint Development and License Agreement, dated April 27, 2026, by and between the Company and Kopin Corporation
10.2   Exclusive Supply and Distribution Agreement, dated April 27, 2026, by and between the Company and Kopin Corporation
99.1   Kopin Corporation Announces “Breakthrough MicroLED-Based Optical Interconnect Technology for AI Infrastructure in Collaboration with Fabric.AI”
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
     
Dated:  April 28, 2026 /s/ Erich Manz
    Erich Manz
    Treasurer and Chief Financial Officer
    (Principal Financial and Accounting Officer)

 

 

 

 

Exhibit 99.1

 

Kopin Announces Breakthrough MicroLED-Based Optical Interconnect Technology for AI Infrastructure in Collaboration with Fabric.AI

 

Secures $15M Initial Development Order
  
Jointly developed Neural I/o™ MicroLED based architecture expected to provide an ultra-high-speed, ultra-low power optical transceiver for GPU-to-GPU, board-to-board and rack-to-rack communications
  
Positions Kopin and Fabric.AI as critical enablers in the rapidly expanding AI hardware ecosystem

 

WESTBOROUGH, Mass. – April 28, 2026 - Kopin Corporation (NASDAQ: KOPN), a leading provider of application-specific optical systems and high-performance microdisplays, including MicroLED displays, today announced a strategic collaboration with Fabric.AI (NASDAQ: SBLX), a leading developer of fabless semiconductor solutions for AI infrastructure, to develop MicroLED-based optical interconnect technology that will be designed to replace traditional copper wiring between GPUs and high-performance processors for smart data centers. Fabric.Ai has placed a $15M purchase order with Kopin to fund the demonstration chipset.

 

The jointly developed Neural I/o™ optical interconnect technology offering leverages Kopin’s proprietary MicroLED and patented bi-directional NeuralDisplay™ architecture, repurposing programmable MicroLED pixels as ultra-high-speed optical transceivers capable of moving data at ultra-high speeds while consuming significantly less power per bit than existing solutions.

 

Today’s GPUs rely on dense copper wiring to communicate with each other, consuming enormous amounts of energy to maintain high-bandwidth data transfer and to cool the system. As artificial intelligence continues to scale, traditional data-center architectures are approaching their operational limits and are being criticized for their energy consumption and environmental impact. Data centers consume an outsized portion of the world’s energy and are rapidly increasing. Neural I/o™ will be designed to achieve the same functional outcome with a fraction of the power by using photons instead of electrons to move data, eliminating copper interconnects and expensive laser-based systems entirely. The architecture uses each MicroLED pixel as a high-speed transmitter, sending digital bits at extremely fast rates and enabling real-time GPU-to-GPU data exchange at massive scale.

 

“The two biggest challenges facing virtually every at-scale AI deployment are power and bandwidth,” said Matt Kimball, Principal Analyst at Moor Insights & Strategy. “The ability to enable chip-to-chip and system-to-system connectivity in a way that enables the full throughput of the accelerator without taxing the power budget has been a persistent challenge. With its Neural I/o technology, built on MicroLED technology, Kopin presents a unique, compelling value proposition.”

 

The collaboration combines Kopin’s deep expertise in MicroLED materials, process development, and manufacturing with Fabric.AI’s system-level design, marketing and sales focus being developed for AI factory infrastructure. Under the agreement between the companies, Kopin owns 19.9% of Fabric.AI and will be the exclusive manufacturer of the Neural I/o™ chipsets.

 

Kopin is the leading U.S.-based producer of MicroLED displays, giving the Company a uniquely strategic position as demand for domestically sourced, high-performance MicroLED components accelerates. With more than 40 years of experience delivering advanced display technologies, Kopin’s U.S. manufacturing capability provides partners with a secure, reliable, and scalable supply chain—an increasingly critical advantage as MicroLEDs become foundational to next-generation defense and industrial displays, and now AI infrastructure systems.

 

The Neural I/o™ product line has the potential to fundamentally reshape Kopin’s growth trajectory. By extending its MicroLED and NeuralDisplay™ capabilities into AI infrastructure, Kopin gains access to the rapidly expanding AI hardware ecosystem — an ecosystem that desperately needs the faster, lower-power performance that Kopin’s technology is expected to provide. This collaboration with Fabric.AI leverages Kopin’s core capabilities into an enormous and fast-growing market.

 

 

 

 

Management Commentary

 

Michael Murray, Chief Executive Officer of Kopin, said: “The marriage of our MicroLED technology with our bi-directional NeuralDisplay™ architecture is exactly what the industry needs to break through current interconnect bottlenecks. With Kopin and Fabric.AI’s jointly developed Neural I/o™ technology, we are creating a faster, more efficient optical interface that is expected to be uniquely capable of supporting GPU-to-GPU communication at the massive scale this market requires — it’s the right technology at the right moment to power the next wave of AI acceleration.”

 

“What makes this opportunity particularly compelling for Kopin is the breadth of its application. Our MicroLED and NeuralDisplay capabilities, originally developed for Virtual Reality and Augmented Reality applications in the defense and industrial markets, are now being extended into one of the fastest-growing segments of the technology market. We believe this collaboration with Fabric.AI expands Kopin’s market opportunity dramatically as a strategic enabler of the coming wave of AI infrastructure, positioning us to create significant long-term value for our shareholders, said Murray.”

 

Josh Silverman, Chief Executive Officer of Fabric.AI, added, “MicroLED-based interconnects are the leading edge in infrastructure for AI data centers. Kopin’s bi-directional MicroLED technology is the foundation of our optical interconnect architecture. Their expertise in MicroLED materials and fabrication, combined with our innovative system-level design for AI factories, creates a patent-protected technology position that we believe will define the next generation of data-center communication. This is a true technology partnership — Kopin brings the enabling hardware, and together we are building the infrastructure layer that AI factories will require to scale.”

 

About Fabric.AI

 

Fabric.AI (Nasdaq: SBLX) is an infrastructure company building a suite of fabless semiconductor technologies to power AI factories — smart data centers optimized for producing intelligence at scale. The company’s innovations include MicroLED-based optical interconnects and other system-critical technologies that enable faster, more efficient, and more scalable AI workloads. Fabric.AI’s mission is to transform data centers into unified production systems for artificial intelligence.

 

About Kopin Corporation

 

Kopin Corporation (Nasdaq: KOPN) is a leading developer and provider of innovative display and application-specific optical solutions sold as critical components and subassemblies for defense, enterprise, professional and consumer products. Kopin’s portfolio includes microdisplays, display modules, eyepiece assemblies, image projection modules and vehicle mounted and head-mounted display systems that incorporate ultra-small high-resolution Active Matrix Liquid Crystal displays (AMLCD), Ferroelectric Liquid Crystal on Silicon (FLCoS) displays, MicroLED displays (µLED) and Organic Light Emitting Diode (OLED) displays, a variety of optics and low-power ASICs. For more information, please visit Kopin’s website at www.kopin.com. Kopin is a trademark of Kopin Corporation.

 

Follow us on LinkedIn, X and Facebook.

 

 

 

 

Forward-Looking Statements

 

Statements in this press release may be considered “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which are subject to the safe harbor created by such sections. Words such as “expects,” “believes,” “can,” “will,” “estimates,” and variations of such words and similar expressions, and the negatives thereof, are intended to identify such forward-looking statements. We caution readers not to place undue reliance on any such “forward-looking statements,” which speak only as of the date made, and advise readers that these forward-looking statements are not guarantees of future performance and involve certain risks, uncertainties, estimates, and assumptions by us that are difficult to predict. These forward-looking statements may include statements with respect to the potential to redefine how advanced processors communicate; the potential to fundamentally reshape Kopin’s business model and accelerate the Company’s growth in AI-focused markets; the potential to open new revenue streams and elevate Kopin to a strategic enabler of next-generation AI infrastructure; and the belief that this collaboration accelerates Kopin’s strategic evolution and creates significant long-term value for shareholders. Various factors, some of which are beyond our control, could cause actual results to differ materially from those expressed in, or implied by, such forward-looking statements. All such forward-looking statements, whether written or oral, and whether made by us or on our behalf, are expressly qualified by these cautionary statements and any other cautionary statements that may accompany the forward-looking statements. In addition, we disclaim any obligation to update any forward-looking statements to reflect events or circumstances after the date of this press release, except as may otherwise be required by the federal securities laws. These forward-looking statements are only predictions, subject to risks and uncertainties, and actual results could differ materially from those discussed. Important factors that could affect performance and cause results to differ materially from management’s expectations are described in Part I, Item 1A. Risk Factors; Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations; and other parts of our Annual Report on Form 10-K for the fiscal year ended December 27, 2025, or as updated from time to time by our Securities and Exchange Commission filings.

 

Corporate Contact

Kopin Corporation

Erich Manz, Chief Financial Officer

EManz@kopin.com

508-870-5959

 

Investor Relations Contact

Lucas A. Zimmerman

MZ Group – MZ North America

KOPN@mzgroup.us

949-259-4987

 

Public Relations Contact

Grace Halvorsen

Lightspeed PR/M

Kopin@lightspeedpr.com

 

Fabric.AI Media Contact

press@fabricai.com

www.fabricai.com

 

 

 

 

FAQ

What agreements did Kopin (KOPN) sign with Fabric AI, Inc.?

Kopin signed a Joint Development and License Agreement and a Commercial Supply Agreement with Fabric AI, Inc. The deals cover co-development of GPU-to-GPU optical interconnect technology and exclusive manufacturing and sales arrangements for products incorporating this Project Technology.

How much funding will Kopin receive from Fabric AI, Inc. under the new collaboration?

Fabric AI, Inc. agreed to pay Kopin up to $15,000,000 in development funds, including an initial $5,000,000 purchase order and a segregated $5,000,000 account. After a successful prototype demonstration, a Production Plan is expected to add approximately $15,000,000 to $25,000,000 in further payments.

What equity stake in Fabric AI, Inc. does Kopin (KOPN) receive?

Kopin receives shares of Fabric AI Inc.’s Series J Convertible Preferred Stock equal to 19.9% of Fabric AI’s pro forma fully diluted common stock, excluding unexercised options and warrants. This stake includes anti-dilution adjustments tied to defined Dilutive Issuance and Dilutive Conversion events.

What are the key terms of Kopin’s Series J Preferred Stock from Fabric AI, Inc.?

Kopin’s Series J Preferred Stock carries a 6% annual dividend accruing daily and payable semi-annually in cash or, at Fabric AI, Inc.’s option, in additional preferred shares. The initial Maximum Issuance of Series J conversion shares is 291,049, subject to specified anti-dilution adjustments.

Who controls commercialization of the Project Technology between Kopin and Fabric AI, Inc.?

Fabric AI, Inc. has exclusive worldwide rights to commercialize Project Technology in commercial markets, while Kopin retains exclusive commercialization rights for government, military, defense and related public-sector customers. Kopin is also the exclusive manufacturer of all products incorporating the Project Technology.

What is the ownership and standstill arrangement between Kopin and Fabric AI, Inc.?

Both parties jointly own Project Technology developed under the JDA, while Kopin keeps its Background Technology. Fabric AI, Inc. agreed not to acquire more than 9.9% of Kopin’s outstanding voting securities or pursue control transactions without Kopin board approval during the JDA term and for three years afterward.

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