UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On September 30, 2025, Kopin Corporation (Kopin) and Theon International PLC (Theon) entered into an amendment to the Series A Convertible Preferred Stock Purchase Agreement between the parties dated August 8, 2025 (SPA) wherein the parties agreed to amend the terms of the Series A Convertible Preferred Stock (Preferred Stock) issuable under the SPA to change the Mandatory Conversion Price (as defined in the SPA) of the Preferred Stock from $4.50 to $5.50 per share. In addition, pursuant to a side letter between Kopin, Theon, and Kopin Europe Limited (Kopin Europe), dated September 30, 2025 (Side Letter), the License and Collaboration Agreement between the parties attached to the SPA (LCA) shall be amended to, among other things, (i) include the production of colour μLED products, including the development of a μLED micro-display product for Theon (Theon μLED ), (ii) set forth the pricing and period of exclusivity to Theon of the Theon μLED, (iii) set forth terms applicable to the commercialization of products containing the Theon μLED by Kopin within the United States, and (iv) address amounts owed to Theon and Kopin Europe on the sale of products containing the Theon μLED.
Under the terms of the Side Letter, Theon has agreed to pre-pay $4.0 million of development costs for the Theon μLED upon agreement by the parties on the development plan for the Theon μLED. If it is determined by Theon that the proposed development plan does not justify the $4.0 million prepayment, the prepayment will be converted into a loan to Kopin with an interest rate of 4% per annum repayable within 12 months.
| Item 9.01 | Exhibits. |
(d) Exhibits
See the Exhibit Index below, which is incorporated by reference herein.
EXHIBIT INDEX
Exhibit No. |
Description | |
| 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 | |
| Dated: October 3, 2025 | /s/ Erich Manz |
| Erich Manz | |
| Treasurer and Chief Financial Officer | |
| (Principal Financial and Accounting Officer) |