[D] KOPIN CORP SEC Filing

Rhea-AI Filing Summary

Kopin Corporation (KOPN) filed a Form D for a Regulation D equity offering claiming the Rule 506(b) exemption with a first sale on 2025-09-29. The company reports a total offering amount of $41,046,495, with $41,046,495 sold and zero remaining to be sold. The offering lists 10 investors and a reported estimate of $2,827,325 in sales commissions. The issuer is a Delaware corporation with principal offices in Westborough, Massachusetts, and indicates an issuer size in the $25,000,001–$100,000,000 range. The filing names executive officers and directors involved and indicates no proceeds were designated to payments to named executives ($0 reported).

Positive

• Full subscription of the offering: $41,046,495 sold with $0 remaining
• No payments to named executives reported from offering proceeds: $0

Negative

• High sales commissions estimated at $2,827,325, reducing net proceeds
• Only 10 investors participated, which may limit investor base diversification

Insights

Corporate Finance Specialist

Equity raise fully subscribed; material fees reduce net proceeds.

The company completed an equity offering totaling $41,046,495 with all proceeds reported as sold and sales commissions estimated at $2,827,325, which represents a measurable reduction to net capital raised. That fee level is traceable and will affect available cash for operations or planned uses.

Key dependencies include the stated exemption under Rule 506(b) and the absence of remaining securities to sell; monitor any subsequent disclosures of how gross proceeds were allocated and any amendments that shift use-of-proceeds figures in the near term.

Securities Compliance Advisor

Reg D Rule 506(b) filing flags private placement restrictions and resales.

The notice confirms reliance on Rule 506(b), which permits a private placement to accredited investors and certain limited non-accredited participation but restricts general solicitation. The filing lists broker-dealers used for solicitation across "All States," suggesting broad placement channels consistent with authorized intermediaries.

Investors should note the filing reports 10 investors and that the offering does not intend to last more than one year; any future sales or public resale activity would require additional compliance steps or exemption reliance.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

X None

Entity Type

0000771266

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

KOPIN CORP

Jurisdiction of Incorporation/Organization

DELAWARE

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
KOPIN CORP
Street Address 1		Street Address 2
125 NORTH DRIVE
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
WESTBOROUGH	MASSACHUSETTS	01581	(508) 870-5959

3. Related Persons

Last Name	First Name	Middle Name
Manz	Erich
Street Address 1	Street Address 2
c/o Kopin Corporation	125 North Drive
City	State/Province/Country	ZIP/PostalCode
Westborough	MASSACHUSETTS	01581

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Mr. Manz is the Treasurer and Chief Financial Officer of the Issuer.

Last Name	First Name	Middle Name
Murray	Michael
Street Address 1	Street Address 2
c/o Kopin Corporation	125 North Drive
City	State/Province/Country	ZIP/PostalCode
Westborough	MASSACHUSETTS	01581

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Mr. Murray is the Chairman of the Board of Directors, Chief Executive Officer, and President of the Issuer.

Last Name	First Name	Middle Name
Baker	Paul
Street Address 1	Street Address 2
c/o Kopin Corporation	125 North Drive
City	State/Province/Country	ZIP/PostalCode
Westborough	MASSACHUSETTS	01581

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Mr. Baker is the Chief Operating Officer of the Issuer.

Last Name	First Name	Middle Name
Avery	Jill
Street Address 1	Street Address 2
c/o Kopin Corporation	125 North Drive
City	State/Province/Country	ZIP/PostalCode
Westborough	MASSACHUSETTS	01581

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Nieuwsma	David
Street Address 1	Street Address 2
c/o Kopin Corporation	125 North Drive
City	State/Province/Country	ZIP/PostalCode
Westborough	MASSACHUSETTS	01581

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Seif	Margaret
Street Address 1	Street Address 2
c/o Kopin Corporation	125 North Drive
City	State/Province/Country	ZIP/PostalCode
Westborough	MASSACHUSETTS	01581

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Walsh, Jr.	Paul
Street Address 1	Street Address 2
c/o Kopin Corporation	125 North Drive
City	State/Province/Country	ZIP/PostalCode
Westborough	MASSACHUSETTS	01581

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

X Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
X	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2025-09-29				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number None
Stifel, Nicolaus & Company, Inc.	000000793
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
501 North Broadway
City	State/Province/Country	ZIP/Postal Code
St. Louis	MISSOURI	63102
State(s) of Solicitation (select all that apply) Check "All States" or check individual States X All States	Foreign/non-US

Recipient	Recipient CRD Number None
Lake Street Capital LLC	000016447
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
121 South 8th Street
City	State/Province/Country	ZIP/Postal Code
Minneapolis	MINNESOTA	55402
State(s) of Solicitation (select all that apply) Check "All States" or check individual States X All States	Foreign/non-US

Recipient	Recipient CRD Number None
Ladenburg Thalmann & Co., Inc	000000505
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
640 5th Avenue
City	State/Province/Country	ZIP/Postal Code
New York	NEW YORK	10019
State(s) of Solicitation (select all that apply) Check "All States" or check individual States X All States	Foreign/non-US

Recipient	Recipient CRD Number None
CRAIG-HALLUM CAPITAL GROUP LLC	000121395
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
323 N WASHINGTON AVE	SUITE 300
City	State/Province/Country	ZIP/Postal Code
MINNEAPOLIS	MINNESOTA	55401
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US
FLORIDA NEW YORK

13. Offering and Sales Amounts

Total Offering Amount	$41,046,495	USD	or Indefinite
Total Amount Sold	$41,046,495	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

10

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$2,827,325	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
KOPIN CORP	/s/ Erich Manz	Erich Manz	CFO	2025-10-10

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

FAQ

What did KOPN disclose in the Form D filing?

KOPN disclosed a Regulation D equity offering under Rule 506(b) with total proceeds of $41,046,495, all of which were sold, and 10 investors.

When was the first sale reported for KOPN's offering?

The filing reports the date of first sale as 2025-09-29.

How much did KOPN pay in sales commissions for the offering?

Sales commissions are reported as an estimate of $2,827,325.

What exemption did KOPN claim for the securities offering?

The company claimed the federal exemption under Regulation D, specifically Rule 506(b).

How many investors participated in KOPN's offering?

The filing indicates a total of 10 investors invested in the offering.