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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.
(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) |
