Kopin Corp reports Fabric.AI (FABC) Series J convertible preferred holdings
Filing Impact
Filing Sentiment
Form Type
3
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.
Positive
- None.
Negative
- None.
Insider Trade Summary
1 transaction reported
Mixed
1 txn
Insider
KOPIN CORP
Role
10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Series J Convertible Preferred Stock | -- | -- | -- |
Holdings After Transaction:
Series J Convertible Preferred Stock — 291,049 shares (Direct)
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..."
Series J convertible preferred stock is a specific class of preferred shares that gives holders priority on dividends and company assets but can be exchanged for common shares under set terms. Think of it like a special ticket that pays out before regular tickets and can be swapped for ordinary tickets later; this matters to investors because it affects income priority, potential ownership dilution when converted, and influence over company decisions.
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")"
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.
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.