Can the 291,049-share Maximum Issuance on Fabric.AI’s Series J preferred increase?

Yes. The Maximum Issuance of 291,049 common shares can increase following specific dilutive issuances or conversions. For each qualifying common share issued, the Maximum Issuance adds 0.1999 common shares, until $50 million of cash exercises of existing common stock equivalents has occurred.

Kopin Corp reports Fabric.AI (FABC) Series J convertible preferred holdings

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

KOPIN CORP filed an initial ownership report as a more than 10% holder of Fabric.AI, Inc., disclosing holdings of Series J Convertible Preferred Stock. This preferred stock is convertible into up to 291,049 shares of common stock at a conversion price of $2.51 per share, at the holder’s election and without an expiration date.

The footnotes explain that this “Maximum Issuance” of 291,049 common shares can increase. For certain future dilutive issuances or conversions tied to existing common stock equivalents, the Maximum Issuance will be adjusted upward by 0.1999 common shares for each qualifying common share issued, until an aggregate $50 million threshold of cash exercises of existing equivalents is reached.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider KOPIN CORP

Role null

Type	Security	Shares	Price	Value
holding	Series J Convertible Preferred Stock	--	--	--

Holdings After Transaction: Series J Convertible Preferred Stock — 291,049 shares (Direct, null)

Footnotes (1)

The Series J Convertible Preferred Stock (the "Series J Convertible Preferred Stock") of the Issuer are convertible into shares of common stock of the Issuer at a conversion price of $2.51, subject to customary adjustments for stock dividends, stock splits, reclassifications. The Series J Convertible Preferred Stock may be converted at any time at the election of the holder and do not have an expiration date. The Holder's ability to convert the Series J Convertible Preferred Stock to shares of common stock is subject to certain limitations. (cont. in FN2) (cont. from FN1) The maximum number of shares of common stock initially issuable upon conversion of the Series J Convertible Preferred Stock is 291,049 (the "Maximum Issuance"); provided, however, that (1) the sale and issuance, in one or more offerings, of any common stock or any securities entitling any person to acquire shares of common stock (such issuance, a "Dilutive Issuance") or the issuance of common stock (a "Dilutive Conversion") in connection with any conversions or exercises of any common stock equivalents that are (x) outstanding as of April 27, 2026 or (y) approved for grant by the board on April 27, 2026, and not yet issued or outstanding as of such date (the "Existing Common Stock Equivalents"), (cont. in FN3) (cont. from FN2) the Maximum Issuance (b) will be increased to equal the sum of (i) the Maximum Issuance immediately prior to the date of such Dilutive Issuance or Dilutive Conversion, plus (ii) 0.1999 shares of common stock for each share of common stock issued in connection with such Dilutive Issuance or Dilutive Conversion, as the case may be. Once an adjustment to the Maximum Issuance has been made in respect of (A) Dilutive Issuances, and (B) any exercises for cash of Existing Common Stock Equivalents, in an aggregate amount equal to $50 million, no further adjustments will be made for any subsequent Dilutive Conversions or Dilutive Issuances.

Key Figures

Maximum Issuance: 291,049 shares Conversion price: $2.51 per share Adjustment factor: 0.1999 shares +1 more

4 metrics

Maximum Issuance 291,049 shares Initial maximum common shares issuable upon conversion of Series J preferred

Conversion price $2.51 per share Conversion price of Series J Convertible Preferred Stock into common stock

Adjustment factor 0.1999 shares Additional common shares added to Maximum Issuance per qualifying share issued

Adjustment cap $50 million Aggregate cash exercise amount of existing equivalents after which no further adjustments apply

Key Terms

Series J Convertible Preferred Stock, Maximum Issuance, Dilutive Issuance, Dilutive Conversion, +1 more

5 terms

Series J Convertible Preferred Stock financial

"The Series J Convertible Preferred Stock of the Issuer are convertible into shares of common stock..."

Maximum Issuance financial

"The maximum number of shares of common stock initially issuable upon conversion ... is 291,049 (the "Maximum Issuance");"

Dilutive Issuance financial

"any common stock or any securities entitling any person to acquire shares of common stock (such issuance, a "Dilutive Issuance")"

Dilutive Conversion financial

"the issuance of common stock (a "Dilutive Conversion") in connection with any conversions or exercises..."

Existing Common Stock Equivalents financial

"any common stock equivalents that are outstanding as of April 27, 2026 ... (the "Existing Common Stock Equivalents")"

Understanding Insider Trading Forms →

05/04/2026 - 08:18 AM

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

KOPIN CORP

(Last)

(First)

(Middle)

125 NORTH DRIVE

(Street)

WESTBOROUGH

MASSACHUSETTS

01581

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
04/27/2026

3. Issuer Name and Ticker or Trading Symbol
Fabric.AI, Inc. [ FABC ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series J Convertible Preferred Stock	⁽¹⁾⁽²⁾⁽³⁾	⁽¹⁾⁽²⁾⁽³⁾	Common Stock	291,049⁽¹⁾⁽²⁾⁽³⁾	$2.51	D

Explanation of Responses:

1. The Series J Convertible Preferred Stock (the "Series J Convertible Preferred Stock") of the Issuer are convertible into shares of common stock of the Issuer at a conversion price of $2.51, subject to customary adjustments for stock dividends, stock splits, reclassifications. The Series J Convertible Preferred Stock may be converted at any time at the election of the holder and do not have an expiration date. The Holder's ability to convert the Series J Convertible Preferred Stock to shares of common stock is subject to certain limitations. (cont. in FN2)

2. (cont. from FN1) The maximum number of shares of common stock initially issuable upon conversion of the Series J Convertible Preferred Stock is 291,049 (the "Maximum Issuance"); provided, however, that (1) the sale and issuance, in one or more offerings, of any common stock or any securities entitling any person to acquire shares of common stock (such issuance, a "Dilutive Issuance") or the issuance of common stock (a "Dilutive Conversion") in connection with any conversions or exercises of any common stock equivalents that are (x) outstanding as of April 27, 2026 or (y) approved for grant by the board on April 27, 2026, and not yet issued or outstanding as of such date (the "Existing Common Stock Equivalents"), (cont. in FN3)

3. (cont. from FN2) the Maximum Issuance (b) will be increased to equal the sum of (i) the Maximum Issuance immediately prior to the date of such Dilutive Issuance or Dilutive Conversion, plus (ii) 0.1999 shares of common stock for each share of common stock issued in connection with such Dilutive Issuance or Dilutive Conversion, as the case may be. Once an adjustment to the Maximum Issuance has been made in respect of (A) Dilutive Issuances, and (B) any exercises for cash of Existing Common Stock Equivalents, in an aggregate amount equal to $50 million, no further adjustments will be made for any subsequent Dilutive Conversions or Dilutive Issuances.

	/s/ John J. Concannon, as Attorney-in-Fact	05/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.
* Form 3: SEC 1473 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What does Kopin Corp report in its Form 3 for Fabric.AI (FABC)?

Kopin Corp reports being a more than 10% owner of Fabric.AI through holdings of Series J Convertible Preferred Stock. This security is currently convertible into up to 291,049 shares of common stock, establishing Kopin’s significant potential equity position in Fabric.AI.

How many Fabric.AI common shares are initially issuable from Kopin’s Series J preferred?

The Series J Convertible Preferred Stock is initially convertible into a maximum of 291,049 shares of Fabric.AI common stock. This figure is defined as the “Maximum Issuance” and provides the current ceiling on common shares issuable from Kopin’s preferred holdings.

What is the conversion price of Fabric.AI’s Series J Convertible Preferred Stock?

The Series J Convertible Preferred Stock converts into Fabric.AI common stock at a price of $2.51 per share. This fixed conversion price, subject to customary anti-dilution adjustments, determines how many common shares Kopin can receive upon converting its preferred holdings.

Does Fabric.AI’s Series J Convertible Preferred Stock have an expiration date?

No. The Series J Convertible Preferred Stock may be converted into Fabric.AI common stock at any time at the holder’s election and does not have an expiration date. This gives Kopin ongoing flexibility to convert its preferred position into common shares.