Kopin Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
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| Item 1.01. | Entry into a Definitive Material Agreement. |
On October 16, 2025, Kopin Corporation (the Company) announced that the previously announced $15 Million Strategic Investment from Theon International Plc (the Agreements) had been completed.
Under the terms of the Agreements, Theon acquired a 49% interest in Kopin’s subsidiary, Kopin Europe Ltd. for $8.0 million and the parties entered into a licensing and development agreement and funding agreements relating to the joint development of military products.
In addition, Theon purchased $7.0 million worth of shares of Series A Convertible Preferred Stock, par value $0.01 per share, of Kopin (the “Preferred Stock”). Each share of the Preferred Stock is convertible into shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”) at an initial fixed conversion price of $3.00 per share, pursuant to the terms of the Certificate of Designation for Series A Convertible Preferred Stock of the Company (the “Certificate of Designations”). Kopin will have the ability to force the conversion of the preferred stock into common stock once Kopin’s common stock trades at $5.50 per share or higher for 10 Trading Days (as defined in the Certificate of Designation) within a 30 consecutive Trading Day period. The Preferred Stock will carry an annual dividend of at the base rate dividend rate of 4%, payable in cash and stock.
| Item 3.02. | Unregistered Sales of Equity Securities. |
The disclosure under Item 1.01 above is incorporated herein by reference.
| Item 5.03, | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On October 15, 2025 the Company filed a Certificate of Designation of Series A Convertible Preferred Stock to amend its Certificate of Incorporation of Kopin Corporation to incorporate the terms of the Series A Convertible Preferred Stock sale disclosed under Item 1.01
| Item 7.01 | Regulation FD. |
The Company has issued a press release, dated October 16, 2025, announcing the closing of the $15 Million Strategic Investment from Theon International Plc.. The press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. The information furnished in Exhibit 99.1 hereto shall not be considered “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into future filings by the Company under the Securities Act of 1933, as amended, or under the Exchange Act, unless the Company expressly sets forth in such future filings that such information is to be considered “filed” or incorporated by reference therein.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Certificate of Designation of Series A Convertible Preferred Stock. | |
| 99.2 | Kopin Corporation Announces “Kopin and THEON International Advance Alliance Following Direct Foreign Investment (DFI) Approval of $15M Agreement & Additional $8M Joint Development” | |
| 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 | ||
| (Registrant) | ||
| By: | /s/ Erich Manz | |
| Name: | Erich Manz | |
| Title: | Treasurer and Chief Financial Officer | |
| (Principal Financial and Accounting Officer) | ||
Date: October 16, 2025