KOPIN CORP SEC Filings

Kopin Corporation completed a $15 million strategic investment with Theon International. Theon acquired a 49% interest in Kopin Europe Ltd. for $8.0 million and entered licensing, development, and funding agreements for joint military product development. Theon also purchased $7.0 million of Series A Convertible Preferred Stock.

Each preferred share is convertible into common stock at an initial fixed conversion price of $3.00 per share, and Kopin may force conversion if the common stock trades at $5.50 or higher for 10 trading days within a 30-day period. The preferred carries a base dividend rate of 4%, payable in cash and stock. Kopin filed the Certificate of Designation to reflect the preferred terms and announced closing via press release.

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).

Kopin Corporation has appealed a $19.7 million judgment in the case of Blue Radios Inc. v. Kopin Corporation and has posted a bond to support the appeal. To secure the appeal, the company arranged a $23 million bond, which covers the judgment amount, related legal expenses, and interest expected to accrue over the appeal period.

Kopin deposited $23 million with its bank and granted the bank a security interest in that cash. The bank then issued a letter of credit to a surety company, which in turn issued the bond to the court. Under the loan agreements, the bank may apply the $23 million deposit to satisfy the letter of credit if it is called.

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.

Kopin Corporation entered into a private investment in public equity (PIPE) financing for 19,545,950 shares of common stock. The company expects net proceeds of approximately $38.1 million after placement agent fees, commissions and estimated expenses, with closing expected on September 30, 2025 subject to customary conditions.

The company plans to use the cash to advance color MicroLED development, its Neuraldisplay™ artificial intelligence platform, commercialization of sovereign microdisplay and optical solutions, First Person Visualization (FPV) solutions for drones, and for general corporate purposes. The shares are being sold in a private placement to accredited investors under Section 4(a)(2) and Regulation D exemptions, and are not registered for public sale.

Kopin also entered into a registration rights agreement requiring it to file a resale registration statement with the SEC on or before the 40th day after the purchase agreement date and to keep that registration effective until the covered shares can be freely sold or have been sold.

Kopin Corporation filed a current report to note that it has issued a press release dated September 5, 2025 providing an update on its litigation with Blue Radios Inc. The press release is furnished as Exhibit 99.1 to the report and is titled “Kopin Corporation Versus BlueRadios Inc. Update.” The company specifies that the information in this exhibit is being furnished, not filed, so it is not subject to certain liability provisions of the Securities Exchange Act and will only be incorporated into future reports if explicitly stated.

Kopin Corporation reported that Erich Manz joined the company as Chief Financial Officer on September 2, 2025. In connection with his appointment, Kopin entered into an Inducement Restricted Stock Award Agreement with Mr. Manz on September 4, 2025 and granted him 400,000 restricted shares of Kopin common stock as a material inducement to employment.

The award was approved in accordance with Nasdaq Listing Rule 5635(c)(4). The restricted shares vest in four equal installments of 25% each on December 10 of every year beginning in 2026, as long as Mr. Manz remains employed with the company on each vesting date.

Kopin Corporation filed an amended report describing a strategic investment and collaboration with Theon International totaling $15 million. Theon will buy 1,000 shares of Kopin’s new Series A Convertible Preferred Stock for $7,000,000, which carries a 2% base annual dividend that can step up if Kopin breaches certain terms or fails to pay dividends. The preferred stock is senior to common stock in dividends and liquidation and is convertible into common shares, with forced conversion possible if the stock trades at or above $4.50 for a specified period.

Separately, Theon will invest $8,000,000 into Kopin Europe Limited for 21,281,350 new shares, under a shareholders’ agreement that splits board control 2–2 between Kopin and Theon and includes lock-up, right-of-first-refusal, tag-along, drag-along and put option protections. A license and collaboration agreement provides extensive cross-licensing of intellectual property among Kopin, Kopin Europe and Theon to support development and sale of combined products.

Kopin Corporation announced a $15.0 million strategic investment from Theon International Plc to advance collaborative military product development. Theon will acquire a 49% interest in Kopin Europe Ltd. for $8.0 million and will purchase $7.0 million of Kopin Series A Convertible Preferred Stock.

The Series A Preferred converts at an initial fixed price of $3.00 per share and may be force-converted by Kopin if the common stock trades at $4.50 or higher for 10 Trading Days within a 30 consecutive Trading Day period. The Preferred carries a 4% annual base dividend payable in cash and stock. The Agreement includes licensing, development and funding arrangements for joint military products, plus an additional $8.0 million commitment for targeted development over five years. The $15.0 million investment is subject to standard closing conditions, including European government approval, and is expected to close in Kopin's fiscal third quarter. The company filed a related press release as Exhibit 99.1.