UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported) ~~September~~October 307, 2025

KOPIN CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware

000-19882

04-2833935

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

125 North Drive, Westborough, MA 01581

(Address of Principal Executive Offices) (Zip Code)

(508) 870-5959

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, par value $0.01		KOPN		Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01.

Entry into a Material Definitive Agreement.

On ~~September~~October 307, 2025, Kopin Corporation (Kopin) ~~and~~or ~~Theon~~the ~~International PLC (Theon~~Company) ~~entered~~filed ~~into~~ an ~~amendment~~appeal toof the ~~Series A~~$19.7 ~~Convertible~~million ~~Preferred~~judgement ~~Stock~~against ~~Purchase Agreement between~~ the ~~parties~~Company ~~dated~~in ~~August 8, 2025 (SPA) wherein~~ the ~~parties agreed to amend~~matter ~~the terms~~ of ~~the~~Blue ~~Series~~Radios AInc. ~~Convertible~~v. ~~Preferred~~Kopin ~~Stock~~Corporation. ~~(Preferred~~The ~~Stock)~~bond ~~issuable~~was ~~under~~for the ~~SPA~~amount toof ~~change~~$23 ~~the~~million ~~Mandatory Conversion~~which ~~Price~~consisted ~~(as defined in the SPA)~~ of the ~~Preferred Stock from $4.50 to $5.50 per share. In addition~~judgement, ~~pursuant~~legal ~~to a side~~expenses ~~letter between Kopin, Theon,~~ and ~~Kopin~~interest ~~Europe~~that ~~Limited~~would ~~(Kopin~~accrue ~~Europe),~~over ~~dated~~the ~~September~~expected ~~30,~~term ~~2025~~of ~~(Side Letter),~~ the ~~License~~appeal. ~~and~~To ~~Collaboration Agreement~~post ~~between~~ the ~~parties~~bond ~~attached to~~ the ~~SPA~~Company ~~(LCA)~~entered ~~shall~~into beloan ~~amended to, among other things,~~ agreements (~~i) include~~ the ~~production of~~Agreements) ~~colour~~with ~~μLED~~its ~~products,~~bank ~~including~~which provides the ~~development~~bank ofwith a ~~μLED~~security ~~micro-display~~interest ~~product~~in ~~for~~the ~~Theon~~$23 ~~(Theon~~million ~~μLED~~the ),Company ~~(ii)~~deposited ~~set forth~~with the ~~pricing~~bank. ~~and~~The ~~period~~bank ofthen ~~exclusivity~~issued toa ~~Theon~~Letter of ~~the~~Credit ~~Theon μLED,~~ (~~iii~~LOC) ~~set~~to ~~forth~~a ~~terms~~surety ~~applicable~~company towho ~~the~~then ~~commercialization of~~issued ~~products~~the ~~containing~~bond to the ~~Theon~~court. ~~μLED~~The byAgreement ~~Kopin~~provides for ~~within~~standard ~~the~~representations ~~United~~and ~~States,~~warranties and ~~(iv)~~allows ~~address~~the ~~amounts~~bank ~~owed~~ to ~~Theon~~use ~~and~~the ~~Kopin~~$23 ~~Europe on~~million to satisfy the ~~sale~~LOC ofin ~~products~~the ~~containing~~event the ~~Theon~~LOC ~~μLED~~is called.

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
10.1		Loan Agreement, dated as of October 2, 2025 by and among the Company, Kopin Targeting Corporation and Rockland Trust Company
10.2		Continuing Reimbursement Agreement for Letters of Credit dated as of October 2, 2025 by and among the Company and Rockland Trust Company
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
Dated: October 10, 2025	/s/ Erich Manz
	Erich Manz
	Treasurer and Chief Financial Officer
	(Principal Financial and Accounting Officer)

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