Kopin (NASDAQ: KOPN) revises Theon pact, secures $4M μLED funding

Rhea-AI Filing Summary

Kopin Corporation reported an amendment to its agreement with Theon International that changes the Mandatory Conversion Price of its Series A Convertible Preferred Stock from $4.50 to $5.50 per share. This makes conversion into common stock occur at a higher share price than previously agreed.

Through a related side letter, the companies also expanded their collaboration to include production of colour μLED products and development of a dedicated μLED micro-display for Theon, with defined pricing, exclusivity terms, U.S. commercialization terms for Kopin, and revenue-sharing mechanics. Theon agreed to pre-pay $4.0 million of development costs for the Theon μLED once a development plan is agreed, with the option to convert this amount into a 4% interest loan to Kopin repayable within 12 months if Theon concludes the plan does not justify the prepayment.

Insights

Equity & strategic transactions analyst

Kopin tightens preferred conversion terms and deepens a funded μLED collaboration with Theon.

The amendment raises the Mandatory Conversion Price on Kopin’s Series A Convertible Preferred Stock from $4.50 to $5.50 per share. This means preferred holders would convert into common stock only at a higher share price, which can reduce potential dilution pressure for existing common shareholders compared with the original terms, while keeping the structure of the preferred financing intact.

The side letter broadens the relationship with Theon around colour μLED technology, specifying development of a dedicated Theon μLED micro-display, exclusivity and pricing for Theon, and commercialization terms for Kopin in the United States. Theon’s agreement to pre-pay $4.0 million of development costs, with the alternative of treating it as a loan at 4% interest repayable within 12 months, provides near-term funding support for the project but could become short-term debt if the development plan is not approved by Theon.

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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 30, 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 30, 2025, Kopin Corporation (Kopin) and Theon International PLC (Theon) entered into an amendment to the Series A Convertible Preferred Stock Purchase Agreement between the parties dated August 8, 2025 (SPA) wherein the parties agreed to amend the terms of the Series A Convertible Preferred Stock (Preferred Stock) issuable under the SPA to change the Mandatory Conversion Price (as defined in the SPA) of the Preferred Stock from $4.50 to $5.50 per share. In addition, pursuant to a side letter between Kopin, Theon, and Kopin Europe Limited (Kopin Europe), dated September 30, 2025 (Side Letter), the License and Collaboration Agreement between the parties attached to the SPA (LCA) shall be amended to, among other things, (i) include the production of colour μLED products, including the development of a μLED micro-display product for Theon (Theon μLED ), (ii) set forth the pricing and period of exclusivity to Theon of the Theon μLED, (iii) set forth terms applicable to the commercialization of products containing the Theon μLED by Kopin within the United States, and (iv) address amounts owed to Theon and Kopin Europe on the sale of products containing the Theon μLED.

Under the terms of the Side Letter, Theon has agreed to pre-pay $4.0 million of development costs for the Theon μLED upon agreement by the parties on the development plan for the Theon μLED. If it is determined by Theon that the proposed development plan does not justify the $4.0 million prepayment, the prepayment will be converted into a loan to Kopin with an interest rate of 4% per annum repayable within 12 months.

Item 9.01 Exhibits.

(d) Exhibits

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

EXHIBIT INDEX

Exhibit No.		Description
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: October 3, 2025	/s/ Erich Manz
	Erich Manz
	Treasurer and Chief Financial Officer
	(Principal Financial and Accounting Officer)

FAQ

What change did Kopin (KOPN) make to its Series A Convertible Preferred Stock terms with Theon?

Kopin and Theon agreed to amend the Series A Convertible Preferred Stock so that the Mandatory Conversion Price increases from $4.50 to $5.50 per share, meaning conversion into common stock would occur at a higher share price than under the prior agreement.

What is the new μLED collaboration between Kopin (KOPN) and Theon?

A side letter amends the License and Collaboration Agreement to include production of colour μLED products, development of a dedicated Theon μLED micro-display, defined pricing and exclusivity for Theon, terms for Kopin’s U.S. commercialization of products containing the Theon μLED, and how amounts owed to Theon and Kopin Europe will be handled on sales.

How much μLED development funding will Theon provide to Kopin under the new side letter?

Under the side letter, Theon has agreed to pre-pay $4.0 million of development costs for the Theon μLED once the parties agree on a development plan for that product.

When does the $4.0 million μLED prepayment from Theon become a loan to Kopin?

If Theon determines that the agreed development plan does not justify the $4.0 million prepayment, that amount will be converted into a loan to Kopin at 4% interest per annum, repayable within 12 months.

How does the amended agreement affect Kopin’s commercialization rights for μLED products in the U.S.?

The side letter specifies terms applicable to the commercialization of products containing the Theon μLED by Kopin within the United States, alongside pricing, exclusivity for Theon, and revenue-sharing provisions.

What is Kopin Europe Limited’s role in the updated Theon μLED arrangements?

Kopin Europe Limited is a party to the side letter, which addresses amounts owed to Theon and Kopin Europe on the sale of products containing the Theon μLED, aligning how related revenues will be shared.