KOPN Kopin Corp - 8-K

Item
8.01.

Other
Events

On
October 16, 2025 Kopin Corporation (the “Company”) announced a $15 Million Strategic Investment from Theon International
Plc (the Agreements). 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 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 was 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”).
The Preferred Stock carried an annual dividend of at the base rate dividend rate of 4%, payable in cash and stock.

On
May 28, 2026 Theon exercised its conversion right under the Certificate of Designation to convert all 1,000 outstanding shares of Series
A Convertible Preferred stock into shares of Common Stock. The conversion was effected at a conversion price of $3.00 per share resulting
in the issuance of 2,380,973 shares of the Company’s common stock to Theon. The Company’s Series A Convertible Preferred
stock has been retired and no shares of Series A Convertible Preferred Stock are outstanding.