UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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| Item 1.01. | Entry into a Definitive Material Agreement. |
On August 8, 2025, Kopin Corporation (“Kopin” or the “Company”) announced certain strategic agreements (collectively, the “Agreements”) for an aggregate of $15 million strategic investment from Theon International Plc (“Theon”).
Under the terms of the Agreements, upon closing, Theon will acquire a 49% interest in Kopin’s subsidiary, Kopin Europe Ltd. for $8.0 million and the parties will enter into a licensing and development agreement and funding agreements relating to the joint development of military products.
In addition, upon closing, Theon will purchase $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 $4.50 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.
The $15.0 million investment is subject to standard closing conditions, including without limitation European government approval, and is expected to close in Kopin’s fiscal third quarter.
Further to these direct investments, Theon has committed to funding an additional $8M for collaboratively targeted product and technology developments over the next five years.
| Item 3.02. | Unregistered Sales of Equity Securities. |
The disclosure under Item 1.01 above is incorporated herein by reference.
| Item 7.01 | Regulation FD. |
The Company has issued a press release, dated August 11, 2025, announcing an Agreement for a $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 | Kopin Corporation Announces Agreement for $15 Million Strategic Investment from Theon International Plc to Accelerate Global Defense Innovation. | |
| 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/ Richard A. Sneider | |
| Name: | Richard A. Sneider | |
| Title: | Treasurer and Chief Financial Officer | |
| (Principal Financial and Accounting Officer) | ||
Date: August 12, 2025