KOPIN CORP 8-K

What Happened
On April 27, 2026 Kopin Corporation entered into a Joint Development and License Agreement (JDA) and a Commercial Supply Agreement with Fabric AI, Inc. to jointly develop and commercialize an optical GPU-to-GPU interface (Neural I/o™) using Kopin’s MicroLED technologies. Under the JDA Fabric AI agreed to fund development of the Project Technology (up to $15.0 million) and issue Kopin Series J Convertible Preferred Stock equal to 19.9% of Fabric AI’s pro forma common equity. The filing also includes a press release (April 28, 2026) noting an initial Fabric AI purchase order to fund development (the press release states $15.0 million; the JDA provides for an initial $5.0 million purchase order to be delivered within 10 business days and a segregated $5.0 million minimum). Following a successful prototype demonstration, the parties will negotiate a Production Plan expected to include an additional payment by Fabric AI of approximately $15–$25 million.

Key Details

• Development funding: JDA contemplates up to $15,000,000 in Development Funds; JDA requires an initial purchase order of $5,000,000 (press release states an initial $15,000,000 PO).
• Equity: Kopin to receive Series J Convertible Preferred Stock representing 19.9% pro forma ownership; initial maximum conversion shares capped at 291,049 (subject to anti-dilution adjustments).
• Manufacturing & rights: Kopin will be the exclusive manufacturer of products using the Project Technology; Fabric AI has exclusive worldwide commercialization rights except Kopin retains exclusive rights for government/military/defense and automotive markets.
• Supply terms: Fabric AI is the exclusive seller of the Products worldwide (except sanctioned countries); Supply Agreement initial term is four years with automatic one-year renewals; Fabric AI may manufacture only if Kopin cannot meet agreed supply thresholds.

Why It Matters
This agreement could provide Kopin with near-term development funding and a meaningful equity position in Fabric AI while positioning Kopin as the exclusive manufacturer of the jointly developed chipset—potentially creating both product revenue and manufacturing/production upside. The JDA also contemplates significant follow-on production payments ($15–$25M) if a prototype demonstration is successful. Investors should note the commercialization carve-outs (Kopin retains government/defense and automotive rights), the reporting and performance obligations Kopin must meet, and the protections that allow Kopin to continue development and obtain rights to the Project Technology if Fabric AI defaults or goes bankrupt.