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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): June
15, 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
7.01. |
Regulation
FD Disclosure |
On
June 10, 2026, Kopin Corporation (“Kopin” or the “Company”) entered into a Share Repurchase Agreement (the
“Share Repurchase Agreement”) with Lightning Silicon Technology, Inc. (“LST”) and LS Assets, Inc. (“LSA”).
Under the Share Repurchase Agreement, LST repurchased 18,000,000 shares of its Series Seed-1 Preferred Stock from Kopin
for $1.00, and LSA repurchased 18,000,000 shares of its common stock from Kopin for $1.00. All such shares were cancelled and
retired as of June 10, 2026. The Parties exchanged mutual releases of all claims relating to Kopin’s prior shareholdings
in LST and LSA. As a result of the repurchases, Kopin no longer holds any equity interest in either LST or LSA.
Separately,
on April 10, 2026, Kopin and LST executed a Mutual Transition and Services Termination Agreement (the “Mutual Transition and
Services Termination Agreement”). The Mutual Transition and Services Termination Agreement (i) confirms that the Technology
License Agreement (as defined therein) between LST and Kopin was terminated on April 10, 2026 and (ii) acknowledges the prior
expiration of the Services Agreement (as defined therein) in 2025.
Pursuant
to the Mutual Transition and Services Termination Agreement, under
the transition terms, Kopin issued a $25,000 NRE purchase order, payable within 30 days, and LST agreed to provide a series of transition
activities, including: the transfer of customer and vendor data; written notifications to customers and vendors; forwarding customer
inquiries for 120 days; providing design files for three displays; and up to eight hours of technical assistance, with options for additional
paid support.
The
Mutual Transition and Services Termination Agreement also provides: a limited royalty-bearing license for LST solely to fulfill
existing firm orders through July 15, 2026; and a perpetual, irrevocable, worldwide, royalty-free license for Kopin to certain LST OLED
microdisplay technology. Additionally, Kopin will pay LST a royalty of $7.50 per display on certain customer orders secured between April
10, 2026 and October 30, 2026. Each party also granted the other a mutual release of all claims related to the prior Technology
License Agreement and Services Agreement.
The
Company does not expect these actions to have a material effect on its consolidated financial statements.
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 18, 2026
