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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 19, 2024
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. ☐
On
September 20, 2024, Kopin Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”)
with Canaccord Genuity LLC , as representative of the underwriters listed therein (the “Underwriters”), relating to the issuance
and sale in an underwritten public offering by the Company of 37,550,000 shares of its common stock, par value $0.01 per share (the “Shares”)
and pre-funded warrants to purchase up to 4,000,000 shares of its common stock (the “Pre-Funded Warrants”). The offering
is being made pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-278075), which was declared
effective by the SEC on June 4, 2024, and a related prospectus supplement. Under the terms of the Underwriting Agreement, the Company
has granted the Underwriters an option, exercisable for 30 days, to purchase up to an additional 6,232,500 shares of its common stock.
The
Pre-Funded Warrants are exercisable at any time after the date of issuance. A holder of Pre-Funded Warrants may not exercise the warrant
if the holder, together with its affiliates, would beneficially own more than 9.99% of the number of shares of the Company’s common
stock outstanding immediately after giving effect to such exercise.
The
net proceeds to the Company from the Offering are estimated to be approximately $25.0 million after deducting underwriting discounts
and commissions and estimated offering expenses payable by the Company, assuming no exercise by the Underwriters of the option to purchase
additional shares of common stock. The transactions contemplated by the Underwriting Agreement are expected to close on September 23,
2024, subject to the satisfaction of customary closing conditions.
The
Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing,
indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended,
and other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting
Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such
agreement and may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures
exchanged between the parties in connection with the execution of the Underwriting Agreement.
As
part of the Underwriting Agreement, subject to certain exceptions, certain of the Company’s officers and directors agreed not to
sell or otherwise dispose of any of the Company’s common stock held by them for a period ending 90 days after the date of the Underwriting
Agreement.
The
foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to
the full text of the Underwriting Agreement. A copy of the Underwriting Agreement is filed with this Current Report on Form 8-K as Exhibit
1.1 and is incorporated herein by reference. The form of Pre-Funded Warrant is filed as Exhibit 4.1 to this Current Report on Form 8-K
and the foregoing description of the terms of the Pre-Funded Warrants is qualified in its entirety by reference to such exhibit. A copy
of the opinion of Morgan, Lewis & Bockius LLP, relating to the legality of the issuance and sale of the Shares and Pre-Funded Warrants
in the offering is filed with this Current Report on Form 8-K report as Exhibit 5.1.
This
Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy shares of Common Stock, nor shall
there be any offer, solicitation, or sale of the Company’s securities in any state in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of any such state.
(d)
Exhibits
See
the Exhibit Index below, which is incorporated by reference herein.
EXHIBIT
INDEX
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: |
September
20, 2024 |
|
/s/
Richard A. Sneider |
| |
|
|
Richard
A. Sneider |
| |
|
|
Treasurer
and Chief Financial Officer |
| |
|
|
(Principal
Financial and Accounting Officer) |
Exhibit 1-1
EXHIBIT
4.1
KOPIN
CORPORATION
FORM
OF WARRANT TO PURCHASE COMMON STOCK
Number
of Shares: [●]
(subject
to adjustment)
| Warrant
No. [●] |
|
Original
Issue Date: [●], 2024 |
Kopin
Corporation, a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, [●] or its registered assigns (the “Holder”) is entitled,
subject to the terms set forth below, to purchase from the Company up to a total of [●] shares of Common Stock, par value $0.01
(the “Common Stock”), of the Company (each such share, a “Warrant Share” and all such shares, the
“Warrant Shares”) at an exercise price per share equal to $0.01 per share (as adjusted from time to time as provided
in Section 9 herein, the “Exercise Price”) upon surrender of this Warrant to Purchase Common Stock (including
any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”) at any time
and from time to time on or after the date hereof (the “Original Issue Date”), subject to the following terms and
conditions:
1.
Definitions. For purposes of this Warrant, the following terms shall have the following meanings:
(a)
“Affiliate” means any Person directly or indirectly controlled by, controlling or under common control with, a Holder,
as such terms are used in and construed under Rule 405 under the Securities Act, but only for so long as such control shall continue.
(b)
“Commission” means the United States Securities and Exchange Commission.
(c)
“Closing Sale Price” means, for any security as of any date, the last trade price for such security on the Principal
Trading Market for such security as reported by Bloomberg L.P. or, if such Principal Trading Market begins to operate on an extended
hours basis and does not designate the last trade price, then the last trade price of such security prior to 4:00 P.M., New York City
time, as reported by Bloomberg L.P., or if the security is not listed for trading on a national securities exchange or other trading
market on the relevant date, the last quoted bid price for the security in the over-the-counter market on the relevant date as reported
by OTC Markets Group Inc. (or a similar organization or agency succeeding to its functions of reporting prices). If the Closing Sale
Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Sale Price of such security
on such date shall be the fair market value as mutually determined by the Company and the Holder. If the Company and the Holder are unable
to agree upon the fair market value of such security, then the Board of Directors of the Company shall use its good faith judgment to
determine the fair market value. The Board of Directors’ determination shall be binding upon all parties absent demonstrable error.
All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction
during the applicable calculation period.
(d)
“Principal Trading Market” means the national securities exchange or other trading market on which the Common Stock
is primarily listed on and quoted for trading, which, as of the Original Issue Date, shall be the Nasdaq Global Select Market.
(e)
“Registration Statement” means the Company’s Registration Statement on Form S-3 (File No. 333- 278075), declared
effective on June 4, 2024.
(f)
“Securities Act” means the Securities Act of 1933, as amended.
(g)
“Trading Day” means any weekday on which the Principal Trading Market is open for trading. If the Common Stock is
not listed or admitted for trading, “Trading Day” means any day except any Saturday, any Sunday, any day that is a federal
legal holiday in the United States or any day on which banking institutions in New York City are authorized or required by law or other
governmental action to close.
(h)
“Transfer Agent” means Computershare Trust Company, N.A., the Company’s transfer agent and registrar for the
Common Stock, and any successor appointed in such capacity.
2.
Issuance of Securities; Registration of Warrants. The Warrant, as initially issued by the Company, is offered and sold pursuant
to the Registration Statement. As of the Original Issue Date, the Warrant Shares are issuable under the Registration Statement. Accordingly,
the Warrant and, assuming issuance pursuant to the Registration Statement or an exchange meeting the requirements of Section 3(a)(9)
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as in effect on the Original Issue Date,
the Warrant Shares are not “restricted securities” under Rule 144 promulgated under the Securities Act. The Company shall
register ownership of this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”),
in the name of the record Holder (which shall include the initial Holder or, as the case may be, any assignee to which this Warrant is
assigned hereunder) from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof
for the purpose of any exercise hereof or any distribution to the Holder and for all other purposes, absent actual notice to the contrary.
3.
Registration of Transfers. Subject to compliance with all applicable securities laws, the Company shall, or will cause its Transfer
Agent to, register the transfer of all or any portion of this Warrant in the Warrant Register upon surrender of this Warrant and payment
for all applicable transfer taxes (if any). Upon any such registration or transfer, a new warrant to purchase Common Stock in substantially
the form of this Warrant (any such new warrant, a “New Warrant”) evidencing the portion of this Warrant so transferred
shall be issued to the transferee, and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall
be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such
transferee of all of the rights and obligations in respect of the New Warrant that the Holder has in respect of this Warrant. The Company
shall, or will cause its Transfer Agent to, prepare, issue and deliver at the Company’s own expense any New Warrant under this
Section 3. Until due presentment for registration of transfer, the Company may treat the registered Holder hereof as the owner
and holder for all purposes, and the Company shall not be affected by any notice to the contrary.
4.
Exercise and Duration of Warrants.
(a)
All or any part of this Warrant shall be exercisable by the registered Holder in any manner permitted by this Warrant at any time and
from time to time on or after the Original Issue Date.
(b)
The Holder may exercise this Warrant by delivering to the Company (i) an exercise notice in the form attached as Schedule 1 hereto
(the “Exercise Notice”), completed and duly signed, and (ii) payment of the Exercise Price for the number of Warrant
Shares as to which this Warrant is being exercised (which may take the form of a “cashless exercise” if so indicated in the
Exercise Notice pursuant to Section 10 below). The date on which such exercise notice is delivered to the Company (as determined
in accordance with the notice provisions hereof) is an “Exercise Date.” The Holder shall not be required to deliver
the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice shall have the same effect
as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant
Shares, if any. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions
of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase
hereunder at any given time may be less than the amount stated on the face hereof.
5.
Delivery of Warrant Shares.
(a)
Upon exercise of this Warrant, the Company shall promptly (but in no event later than three (3) Trading Days after the Exercise Date),
upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such
exercise to the Holder’s or its designee’s balance account with The Depository Trust Company (“DTC”) through
its Deposit Withdrawal Agent Commission system, or if the Transfer Agent is not participating in the Fast Automated Securities Transfer
Program (the “FAST Program”) or if the certificates are required to bear a legend regarding restriction on transferability,
issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate, registered in the Company’s
share register in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder is entitled pursuant
to such exercise. The Holder, or any natural person or legal entity (each, a “Person”) so designated by the Holder
to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date, irrespective
of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing
such Warrant Shares, as the case may be.
(b)
If by the close of the third (3rd) Trading Day after the Exercise Date, the Company fails to deliver to the Holder a certificate representing
the required number of Warrant Shares in the manner required pursuant to Section 5(a) or fails to credit the Holder’s DTC
account for such number of Warrant Shares to which the Holder is entitled, and if after such third (3rd) Trading Day and prior to the
receipt of such Warrant Shares, the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in
satisfaction of a sale by the Holder of the Warrant Shares that the Holder anticipated receiving upon such exercise (a “Buy-In”),
then the Company shall, within three (3) Trading Days after the Holder’s written request and in the Holder’s sole discretion,
either (i) pay in cash to the Holder an amount equal to the Holder’s total purchase price (including brokerage commissions, if
any) for the shares of Common Stock so purchased, at which point the Company’s obligation to deliver such certificate (and to issue
such Warrant Shares) shall terminate or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing
such Warrant Shares and pay cash to the Holder in an amount equal to the excess (if any) of Holder’s total purchase price (including
brokerage commissions, if any) for the shares of Common Stock so purchased in the Buy-In over the product of (A) the number of shares
of Common Stock purchased in the Buy-In, times (B) the Closing Sale Price of a share of Common Stock on the Exercise Date.
(c)
To the extent permitted by law and except to the extent the Company has fully performed its obligations under the provisions of Section
5(b) with respect to a particular delivery failure thereunder, the Company’s obligations to issue and deliver Warrant Shares
in accordance with and subject to the terms hereof (including the limitations set forth in Section 11 below) are absolute and
unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision
hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation
or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or
alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance that might otherwise limit such
obligation of the Company to the Holder in connection with the issuance of Warrant Shares. Except to the extent the Company has fully
performed its obligations under the provisions of Section 5(b) with respect to a particular delivery failure, nothing herein shall
limit the Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation,
a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates
representing shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.
6.
Charges, Taxes and Expenses. Issuance and delivery of certificates for shares of Common Stock upon exercise of this Warrant shall
be made without charge to the Holder for any issue or transfer tax, transfer agent fee or other incidental tax or expense (excluding
any applicable stamp duties) in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company;
provided, however, that the Company shall not be required to pay any tax that may be payable in respect of any transfer
involved in the registration of any certificates for Warrant Shares or the Warrants in a name other than that of the Holder or an Affiliate
thereof. The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant
or receiving Warrant Shares upon exercise hereof.
7.
Replacement of Warrant. If this Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued
in exchange and substitution for and upon cancellation hereof, or in lieu of and substitution for this Warrant, a New Warrant, but only
upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction (in such case) and, in each case,
a customary and reasonable indemnity and surety bond, if requested by the Company. Applicants for a New Warrant under such circumstances
shall also comply with such other reasonable regulations and procedures and pay such other reasonable third-party costs as the Company
may prescribe. If a New Warrant is requested as a result of a mutilation of this Warrant, then the Holder shall deliver such mutilated
Warrant to the Company as a condition precedent to the Company’s obligation to issue the New Warrant.
8.
Reservation of Warrant Shares. The Company covenants that it will, at all times while this Warrant is outstanding, reserve and
keep available out of the aggregate of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling
it to issue Warrant Shares upon exercise of this Warrant as herein provided, the number of Warrant Shares that are initially issuable
and deliverable upon the exercise of this entire Warrant, free from preemptive rights or any other contingent purchase rights of persons
other than the Holder (taking into account the adjustments and restrictions of Section 9). The Company covenants that all Warrant
Shares so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms
hereof, be duly and validly authorized, issued and fully paid and non-assessable. The Company will take all such action as may be reasonably
necessary to assure that such shares of Common Stock may be issued as provided herein without violation of any applicable law or regulation,
or of any requirements of any securities exchange or automated quotation system upon which the Common Stock may be listed. The Company
further covenants that it will not, without the prior written consent of the Holder, take any actions to increase the par value of the
Common Stock at any time while this Warrant is outstanding.
9.
Certain Adjustments. The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment
from time to time as set forth in this Section 9.
(a)
Stock Dividends and Splits. If at any time while this Warrant is outstanding, the Company (i) pays a stock dividend on its Common
Stock or otherwise makes a distribution on any class of capital stock issued and outstanding on the Original Issue Date and in accordance
with the terms of such stock on the Original Issue Date, as described in the Registration Statement, that is payable in shares of Common
Stock, (ii) subdivides its outstanding shares of Common Stock into a larger number of shares of Common Stock, (iii) combines its outstanding
shares of Common Stock into a smaller number of shares of Common Stock or (iv) issues by reclassification of shares of capital stock
any additional shares of Common Stock of the Company, then in each such case the Exercise Price shall be multiplied by a fraction, the
numerator of which shall be the number of shares of Common Stock outstanding immediately before such event and the denominator of which
shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to clause (i) of
this paragraph shall become effective immediately after the record date for the determination of stockholders entitled to receive such
dividend or distribution, provided, however, that if such record date shall have been fixed and such dividend is not fully paid on the
date fixed therefor, the Exercise Price shall be recomputed accordingly as of the close of business on such record date and thereafter
the Exercise Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends. Any adjustment pursuant
to clause (ii) or (iii) of this paragraph shall become effective immediately after the effective date of such subdivision or combination.
(b)
Pro Rata Distributions. If at any time while this Warrant is outstanding, the Company distributes to all holders of Common Stock
for no consideration (i) evidences of its indebtedness, (ii) any security (other than a distribution of Common Stock covered by the preceding
paragraph) (iii) rights or warrants to subscribe for or purchase any security, or (iv) cash or any other asset (in each case, a “Distribution”),
other than a reclassification as to which Section 9(c) applies, then in each such case, the Holder shall be entitled to participate
in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of shares of
Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without
limitation, the ownership limitation set forth in Section 11(a) hereof) immediately before the date of which a record is taken
for such Distribution, or, if no such record is taken, the date as of which the record holders of Common Stock are to be determined for
the participation in such Distribution (provided, however, to the extent that the Holder’s right to participate in any such Distribution
would result in the Holder exceeding the ownership limitation set forth in Section 11(a) hereof, then the Holder shall not be
entitled to participate in such Distribution to such extent (or in the beneficial ownership of any Common Stock as a result of such Distribution
to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until the earlier of (i)
such time, if ever, as the delivery to such Holder of such portion would not result in the Holder exceeding the ownership limitation
set forth in Section 11(a) hereof and (ii) such time as the Holder has exercised this Warrant.
(c)
Fundamental Transactions. If at any time while this Warrant is outstanding, (i) the Company effects any merger or consolidation
of the Company with or into another Person, in which the Company is not the surviving entity and in which the stockholders of the Company
immediately prior to such merger or consolidation do not own, directly or indirectly, at least 50% of the voting power of the surviving
entity immediately after such merger or consolidation, (ii) the Company effects any sale to another Person of all or substantially all
of its assets in one transaction or a series of related transactions, (iii) pursuant to any tender offer or exchange offer (whether by
the Company or another Person), holders of capital stock tender shares representing more than 50% of the voting power of the capital
stock of the Company and the Company or such other Person, as applicable, accepts such tender for payment, (iv) the Company consummates
a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off
or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of the voting power of the capital
stock of the Company (except for any such transaction in which the stockholders of the Company immediately prior to such transaction
maintain, in substantially the same proportions, the voting power of such Person immediately after the transaction) or (v) the Company
effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted
into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common
Stock covered by Section 9(a) above) (in any such case, a “Fundamental Transaction”), then following such Fundamental
Transaction the Holder shall have the right to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or
property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior
to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant without
regard to any limitations on exercise contained herein (the “Alternate Consideration”). The Company shall not effect
any Fundamental Transaction in which the Company is not the surviving entity or the Alternate Consideration includes securities of another
Person unless (i) the Alternate Consideration is solely cash and the Company provides for the simultaneous “cashless exercise”
of this Warrant pursuant to Section 10 below or (ii) prior to or simultaneously with the consummation thereof, any successor to
the Company, surviving entity or other Person (including any purchaser of assets of the Company) shall assume the obligation to deliver
to the Holder such Alternate Consideration as, in accordance with the foregoing provisions, the Holder may be entitled to receive, and
the other obligations under this Warrant. The provisions of this paragraph (c) shall similarly apply to subsequent transactions analogous
of a Fundamental Transaction type.
(d)
Number of Warrant Shares. Simultaneously with any adjustment to the Exercise Price pursuant to Section 9 (including any
adjustment to the Exercise Price that would have been effected but for the final sentence in this paragraph (d)), the number of Warrant
Shares that may be purchased upon exercise of this Warrant shall be increased or decreased proportionately, so that after such adjustment
the aggregate Exercise Price payable hereunder for the increased or decreased number of Warrant Shares shall be the same as the aggregate
Exercise Price in effect immediately prior to such adjustment. Notwithstanding the foregoing, in no event may the Exercise Price be adjusted
below the par value of the Common Stock then in effect.
(e)
Calculations. All calculations under this Section 9 shall be made to the nearest one-hundredth of one cent or the nearest
share, as applicable.
(f)
Notice of Adjustments. Upon the occurrence of each adjustment pursuant to this Section 9, the Company at its expense will,
at the written request of the Holder, promptly compute such adjustment, in good faith, in accordance with the terms of this Warrant and
prepare a certificate setting forth such adjustment, including a statement of the adjusted Exercise Price and adjusted number or type
of Warrant Shares or other securities issuable upon exercise of this Warrant (as applicable), describing the transactions giving rise
to such adjustments and showing in detail the facts upon which such adjustment is based. Upon written request, the Company will promptly
deliver a copy of each such certificate to the Holder and to the Company’s transfer agent.
(g)
Notice of Corporate Events. If, while this Warrant is outstanding, the Company (i) declares a dividend or any other distribution
of cash, securities or other property in respect of its Common Stock, including, without limitation, any granting of rights or warrants
to subscribe for or purchase any capital stock of the Company or any subsidiary, (ii) authorizes or approves, enters into any agreement
contemplating or solicits stockholder approval for any Fundamental Transaction or (iii) authorizes the voluntary dissolution, liquidation
or winding up of the affairs of the Company, then, except if such notice and the contents thereof shall be deemed to constitute material
non-public information, the Company shall deliver to the Holder a notice of such transaction at least ten (10) days prior to the applicable
record or effective date on which a Person would need to hold Common Stock in order to participate in or vote with respect to such transaction;
provided, however, that the failure to deliver such notice or any defect therein shall not affect the validity of the corporate action
required to be described in such notice. In addition, if while this Warrant is outstanding, the Company authorizes or approves, enters
into any agreement contemplating or solicits stockholder approval for any Fundamental Transaction contemplated by Section 9(c),
other than a Fundamental Transaction under clause (iii) of Section 9(c), then, except if such notice and the contents thereof
shall be deemed to constitute material non-public information, the Company shall deliver to the Holder a notice of such Fundamental Transaction
at least ten (10) days prior to the date such Fundamental Transaction is consummated.
10.
Payment of Cashless Exercise Price. Notwithstanding anything contained herein to the contrary, the Holder may, in its sole discretion,
satisfy its obligation to pay the Exercise Price through a “cashless exercise,” in which event the Company shall issue to
the Holder the number of Warrant Shares in an exchange of securities effected pursuant to Section 3(a)(9) of the Securities Act as determined
as follows:
X
= Y [(A-B)/A]
where:
“X”
equals the number of Warrant Shares to be issued to the Holder;
“Y”
equals the total number of Warrant Shares with respect to which this Warrant is then being exercised;
“A”
equals the Closing Sale Price per share of Common Stock as of the Trading Day on the date immediately preceding the Exercise Date; and
“B”
equals the Exercise Price per Warrant Share then in effect on the Exercise Date.
For
purposes of Rule 144 promulgated under the Securities Act, it is intended, understood and acknowledged that the Warrant Shares issued
in such a “cashless exercise” transaction shall be deemed to have been acquired by the Holder, and the holding period for
the Warrant Shares shall be deemed to have commenced, on the Original Issue Date (provided that the Commission continues to take the
position that such treatment is proper at the time of such exercise). In the event that the Registration Statement or another registration
statement registering the issuance of Warrant Shares is, for any reason, not effective at the time of exercise of this Warrant, then
this Warrant may only be exercised through a cashless exercise, as set forth in this Section 10.
In
no event will the exercise of this Warrant be settled in cash.
11.
Limitations on Exercise.
(a)
Notwithstanding anything to the contrary contained herein (but subject to Section 11(b)), the Company shall not effect any exercise
of this Warrant, and the Holder shall not be entitled to exercise this Warrant for a number of Warrant Shares in excess of that number
of Warrant Shares that, upon giving effect or immediately prior to such exercise, would cause (i) the aggregate number of shares of Common
Stock beneficially owned by the Holder, its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated
with the Holder’s for purposes of Section 13(d) of the Exchange Act to exceed 9.99% (the “Maximum Percentage”)
of the total number of issued and outstanding shares of Common Stock of the Company following such exercise, or (ii) the combined voting
power of the securities of the Company beneficially owned by the Holder and its Affiliates and any other Persons whose beneficial ownership
of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act to exceed 9.99% of the
combined voting power of all of the securities of the Company then outstanding following such exercise. For purposes of this Warrant,
in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock
as reflected in (x) the Company’s most recent Form 10-Q or Form 10-K, as the case may be, filed with the Commission prior to the
date hereof, (y) a more recent public announcement by the Company or (z) any other notice by the Company or its transfer agent setting
forth the number of shares of Common Stock outstanding. Upon the written request of the Holder, the Company shall within three (3) Trading
Days confirm in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. In any case, the number
of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company,
including this Warrant, by the Holder since the date as of which such number of outstanding shares of Common Stock was reported. For
purposes of this Section 11(a), the aggregate number of shares of Common Stock or voting securities beneficially owned by the
Holder and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s
for purposes of Section 13(d) of the Exchange Act shall include the shares of Common Stock issuable upon the exercise of this Warrant
with respect to which such determination is being made, but shall exclude the number of shares of Common Stock that would be issuable
upon (x) exercise of the remaining unexercised and non-cancelled portion of this Warrant by the Holder and (y) exercise or conversion
of the unexercised, non-converted or non-cancelled portion of any other securities of the Company that do not have voting power (including
without limitation any securities of the Company that would entitle the holder thereof to acquire at any time Common Stock, including
without limitation any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable
or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock), is subject to a limitation on conversion or
exercise analogous to the limitation contained herein and is beneficially owned by the Holder or any of its Affiliates and other Persons
whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange
Act.
(b)
Nothing in Section 11(a) shall in any manner restrict or limit the Alternate Consideration that a Holder shall be entitled to
receive pursuant to Section 9(c) upon the occurrence of a Fundamental Transaction.
12.
No Fractional Shares. No fractional Warrant Shares will be issued in connection with any exercise of this Warrant. In lieu of
any fractional shares that would otherwise be issuable, the number of Warrant Shares to be issued shall be rounded down to the next whole
number and the Company shall pay the Holder in cash the fair market value (based on the Closing Sale Price) for any such fractional shares.
13.
Notices. Any and all notices or other communications or deliveries hereunder (including, without limitation, any Exercise Notice)
shall be in writing and shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication
is delivered via facsimile or confirmed e-mail prior to 5:30 P.M., New York City time, on a Trading Day, (ii) the next Trading Day after
the date of transmission, if such notice or communication is delivered via facsimile or confirmed e-mail on a day that is not a Trading
Day or later than 5:30 P.M., New York City time, on any Trading Day, (iii) the Trading Day following the date of mailing, if sent by
nationally recognized overnight courier service specifying next business day delivery, or (iv) upon actual receipt by the Person to whom
such notice is required to be given, if by hand delivery. The addresses, facsimile numbers and e-mail addresses for such communications
shall be:
If
to the Company:
Kopin
Corporation
Attention:
Richard Sneider
125
North Drive
Westborough,
MA 01581
with
a copy to:
Morgan,
Lewis & Bockius LLP
One
Federal Street
Boston,
MA 02110
Attention:
John J. Concannon III
If
to the Holder, to its mailing address or e-mail address set forth herein or on the books and records of the Company,
or,
in each of the above instances, to such other address, facsimile number or e-mail address as the recipient party has specified by written
notice given to each other party at least five (5) days prior to the effectiveness of such change.
14.
Warrant Agent. The Company shall initially serve as warrant agent under this Warrant. Upon ten (10) days’ notice to the
Holder, the Company may appoint a new warrant agent. Any corporation into which the Company or any new warrant agent may be merged or
any corporation resulting from any consolidation to which the Company or any new warrant agent shall be a party or any corporation to
which the Company or any new warrant agent transfers substantially all of its corporate trust or shareholders services business shall
be a successor warrant agent under this Warrant without any further act. Any such successor warrant agent shall promptly cause notice
of its succession as warrant agent to be mailed (by first class mail, postage prepaid) to the Holder at the Holder’s last address
as shown on the Warrant Register.
15.
Miscellaneous.
(a)
No Rights as a Stockholder. The Holder, solely in such Person’s capacity as a holder of this Warrant, shall not be entitled
to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor shall anything contained in
this Warrant be construed to confer upon the Holder, solely in such Person’s capacity as the Holder of this Warrant, any of the
rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization,
issue of stock, reclassification of stock, consolidation, merger, amalgamation, conveyance or otherwise), receive notice of meetings,
receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares that such Person is
then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant shall be construed as
imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of
the Company, whether such liabilities are asserted by the Company or by creditors of the Company.
(b)
Authorized Shares. Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including,
without limitation, amending its certificate or articles of incorporation or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance
of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking
of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment.
Without limiting the generality of the foregoing, the Company will (a) not increase the par value of any Warrant Shares above the amount
payable therefor upon such exercise immediately prior to such increase in par value, (b) take all such action as may be necessary or
appropriate in order that the Company may validly and legally issue fully paid and non-assessable Warrant Shares upon the exercise of
this Warrant, and (c) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory
body having jurisdiction thereof as may be necessary to enable the Company to perform its obligations under this Warrant.
(c)
Successors and Assigns. Subject to compliance with applicable securities laws, this Warrant may be assigned by the Holder. This
Warrant may not be assigned by the Company without the written consent of the Holder, except to a successor in the event of a Fundamental
Transaction. This Warrant shall be binding on and inure to the benefit of the Company and the Holder and their respective successors
and assigns. Subject to the preceding sentence, nothing in this Warrant shall be construed to give to any Person other than the Company
and the Holder any legal or equitable right, remedy or cause of action under this Warrant. This Warrant may be amended only in writing
signed by the Company and the Holder, or their successors and assigns.
(d)
Amendment and Waiver. Except as otherwise provided herein, the provisions of the Warrants may be amended and the Company may take
any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained the
written consent of the Holder.
(e)
Acceptance. Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and conditions
contained herein.
(f)
Governing Law; Jurisdiction. ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS WARRANT
SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES
OF CONFLICTS OF LAW THEREOF. EACH OF THE COMPANY AND THE HOLDER HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE
AND FEDERAL COURTS SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION
HEREWITH OR WITH ANY TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED HEREIN (INCLUDING WITH RESPECT TO THE ENFORCEMENT OF ANY OF THE TRANSACTION
DOCUMENTS), AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY
SUBJECT TO THE JURISDICTION OF ANY SUCH COURT. EACH OF THE COMPANY AND THE HOLDER HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS
AND CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF VIA REGISTERED OR CERTIFIED MAIL
OR OVERNIGHT DELIVERY (WITH EVIDENCE OF DELIVERY) TO SUCH PERSON AT THE ADDRESS IN EFFECT FOR NOTICES TO IT AND AGREES THAT SUCH SERVICE
SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY
WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW. EACH OF THE COMPANY AND THE HOLDER HEREBY WAIVES ALL RIGHTS TO A TRIAL
BY JURY.
(g)
Headings. The headings herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit
or affect any of the provisions hereof.
(h)
Severability. In case any one or more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the
validity and enforceability of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby,
and the Company and the Holder will attempt in good faith to agree upon a valid and enforceable provision which shall be a commercially
reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute provision in this Warrant.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
IN
WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its authorized officer as of the date first indicated above.
| |
KOPIN
CORPORATION |
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By:
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Name:
|
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Title:
|
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[Signature
Page to Warrant]
SCHEDULE
1
FORM
OF EXERCISE NOTICE
[To
be executed by the Holder to purchase shares of Common Stock under the Warrant]
Ladies
and Gentlemen:
(1)
The undersigned is the Holder of Warrant No. (the “Warrant”) issued by Kopin Corporation, a Delaware corporation (the “Company”).
Capitalized terms used herein and not otherwise defined herein have the respective meanings set forth in the Warrant.
(2)
The undersigned hereby exercises its right to purchase Warrant Shares pursuant to the Warrant.
(3)
The Holder intends that payment of the Exercise Price shall be made as (check one):
| |
☐ |
Cash
Exercise |
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|
|
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☐ |
“Cashless
Exercise” under Section 10 of the Warrant |
(4)
If the Holder has elected a Cash Exercise, the Holder shall pay the sum of $ __________ in immediately available funds to the Company
in accordance with the terms of the Warrant.
(5)
Pursuant to this Exercise Notice, the Company shall deliver to the Holder such number of Warrant Shares determined in accordance with
the terms of the Warrant. The Warrant Shares shall be delivered to the following DWAC Account Number:
____________________________
(6)
By its delivery of this Exercise Notice, the undersigned represents and warrants to the Company that in giving effect to the exercise
evidenced hereby, the Holder will not beneficially own in excess of the number of shares of Common Stock (as determined in accordance
with Section 13(d) of the Securities Exchange Act of 1934, as amended) permitted to be owned under Section 11(a) of the Warrant to which
this notice relates.
| Dated: |
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|
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| Name
of Holder: |
|
|
| |
|
|
| By: |
|
|
| |
|
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| Name: |
|
|
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|
|
| Title: |
|
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(Signature
must conform in all respects to name of Holder as specified on the face of the Warrant)
Exhibit
5.1
September
20, 2024
Kopin
Corporation
125
North Drive
Westborough,
MA 01581
Ladies
and Gentlemen:
This
opinion is furnished to you in connection with the filing of a prospectus supplement, dated September 20, 2024 (the “Prospectus
Supplement”), to a Registration Statement on Form S-3, Registration No. 333-278075 (the “Registration Statement”)
filed by Kopin Corporation, a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the
“Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), with respect
to the sale of up to 37,550,000 shares of the Company’s common stock (the “Shares”),
pre-funded warrants to purchase up to an aggregate of 4,000,000 shares of the Company’s common stock (the “Pre-Funded
Warrants”, and such shares issuable upon exercise of the Pre-Funded Warrants, the “Pre-Funded Warrant Shares”),
pursuant to the Underwriting Agreement (the “Underwriting Agreement”), dated September 20, 2024 by and between the
Company and Canaccord Genuity LLC, as representative of the several Underwriters named therein. The Shares and the Pre-Funded Warrants
(collectively, the “Securities”) are to be sold pursuant to the Prospectus Supplement and the base prospectus included
in the Registration Statement, dated June 4, 2024 (together with the Prospectus Supplement, the “Prospectus”). The
Underwriting Agreement is being filed as an exhibit to a Current Report on Form 8-K and will be incorporated by reference into the Registration
Statement.
As
to all matters of fact (including factual conclusions and characterizations and descriptions of purpose, intention or other state of
mind), we have relied, with your permission, entirely upon written actions by the board of directors of the Company and certificates
of certain officers of the Company and have assumed, without independent inquiry, the accuracy of those certificates and written actions
by the board of directors of the Company.
As
counsel to the Company, in rendering the opinions hereinafter expressed, we have examined and relied upon originals or copies of such
corporate records, agreements, documents and instruments as we have deemed necessary or advisable for purposes of this opinion, including
(i) the certificate of incorporation and by-laws of the Company, (ii) the Registration Statement and the exhibits thereto filed with
the Commission, (iii) the Prospectus, (iv) the Underwriting Agreement, (v) the Pre-Funded Warrants, and (vi) the written actions of the
board of directors referenced above.
This
opinion is limited solely to the Delaware General Corporation Law without regard to choice of law, to the extent that the same may apply
to or govern the transactions contemplated by the Registration Statement. We express no opinion as to the effect of events occurring,
circumstances arising, or changes of law becoming effective or occurring, after the date hereof on the matters addressed in this opinion.
With
respect to the Pre-Funded Warrants, we have assumed that, as of each and every time any of the Warrants are exercised, the Company will
have a sufficient number of authorized and unissued shares of the Common Stock available for issuance under its certificate of incorporation
to permit full exercise of each of the Pre-Funded Warrants in accordance with their terms without the breach or violation of any other
agreement, commitment or obligation of the Company.
| |
Morgan,
Lewis & Bockius llp |
| |
One
Federal Street |
|
|
| |
Boston,
MA 02110-1726 |
 |
+1.617.341.7700 |
| |
United
States |
 |
+1.617.341.7701 |
Based
upon the foregoing, we are of the opinion that (i) the Shares have been duly authorized by the Company and, when issued and sold by the
Company and delivered by the Company against receipt of the purchase price therefor, in the manner contemplated by the Underwriting Agreement,
will be validly issued, fully paid and non-assessable; (ii) when the Pre-Funded Warrants are issued, sold and delivered in the manner
and for the consideration stated in the Registration Statement and the Prospectus, such Pre-Funded Warrants will be valid and binding
obligations of the Company, enforceable against the Company in accordance with their terms, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to
general equity principles; and (iii) the Pre-Funded Warrant Shares, when issued and delivered by the Company upon exercise of the
Pre-Funded Warrants in accordance with the terms thereof, will be validly issued, fully paid and non-assessable.
We
hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the reference to us under the
caption “Legal Matters” in the Prospectus. In giving such consent, we do not admit that we are in the category of persons
whose consent is required under Section 7 of the Act, or the rules and regulations of the Commission thereunder.
Very
truly yours,
/s/
Morgan, Lewis & Bockius LLP
Exhibit
99.1
Kopin
Corporation Announces Proposed Public Offering of Common Stock and Pre-Funded Warrants
WESTBOROUGH,
Mass. – September 19, 2024 - Kopin Corporation (NASDAQ: KOPN) (“Kopin”) a leading provider of application-specific
optical systems and high-performance microdisplays for defense, enterprise, industrial, consumer and medical products, announced that
it intends to offer and sell shares of its common stock and pre-funded warrants in a public offering. Kopin intends to grant the underwriters
of the offering a 30-day option to purchase up to an additional 15% of the number of shares of common stock sold in connection with the
offering. All of the securities to be sold in the offering are to be offered by Kopin. The offering is subject to market conditions,
and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.
Kopin
intends to use the net proceeds from the offering to fund general corporate purposes, including working capital, funding internal research
and development and neural display, capital expenditures, and for any payments related to pending litigation judgements or any appeals
of the judgements.
Canaccord
Genuity is acting as the sole bookrunner for the offering.
A
preliminary prospectus supplement and accompanying prospectus relating to the offering will be filed with the Securities and Exchange
Commission (“SEC”) and will be available on the SEC’s website located at www.sec.gov. When available, copies of the
preliminary prospectus supplement and the accompanying prospectus relating to the offering may be obtained from Canaccord Genuity LLC,
Attention: Syndication Department, One Post Office Square, Suite 3000, Boston, MA 02109, (800) 225-6104 or by email at prospectus@cgf.com.
Before
investing in the offering, you should read in their entirety the preliminary prospectus supplement and its accompanying prospectus to
be filed with the SEC, and the other documents that Kopin has filed with the SEC that will be incorporated by reference in the prospectus
supplement and its accompanying prospectus, which will provide more information about Kopin and the offering.
This
press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any offer or sale of these
securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of such state or jurisdiction.
About
Kopin
Kopin
Corporation is a leading developer and provider of innovative display, and application-specific optical solutions sold as critical components
and subassemblies for defense, enterprise, professional and consumer products. Kopin’s portfolio includes microdisplays, display
modules, eyepiece assemblies, image projection modules, and vehicle mounted and head-mounted display systems that incorporate ultra-small
high-resolution Active Matrix Liquid Crystal displays (AMLCD), Ferroelectric Liquid Crystal on Silicon (FLCoS) displays, MicroLED displays
(µLED) and Organic Light Emitting Diode (OLED) displays, a variety of optics, and low-power ASICs. For more information, please
visit Kopin’s website at www.kopin.com. Kopin is a trademark of Kopin Corporation.
Follow
us on LinkedIn, X and Facebook.
Forward
Looking Statements
Statements
in this press release may be considered “forward-looking statements” within the meaning of Section 27A of the Securities
Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), which are subject to the safe harbor created by such sections. Words such as “expects,” “believes,”
“can,” “will,” “estimates,” and variations of such words and similar expressions, and the negatives
thereof, are intended to identify such forward-looking statements. We caution readers not to place undue reliance on any such “forward-looking
statements,” which speak only as of the date made, and advise readers that these forward-looking statements are not guarantees
of future performance and involve certain risks, uncertainties, estimates, and assumptions by us that are difficult to predict. These
forward-looking statements may include statements with respect to Kopin’s intentions to use the net proceeds from the offering
to fund general corporate purposes, including working capital, funding internal research & development and neural display, capital
expenditures, and for any payments related to pending litigation judgements or any appeals thereof . Various factors, some of which are
beyond our control, could cause actual results to differ materially from those expressed in, or implied by, such forward-looking statements.
All such forward-looking statements, whether written or oral, and whether made by us or on our behalf, are expressly qualified by these
cautionary statements and any other cautionary statements that may accompany the forward-looking statements. In addition, we disclaim
any obligation to update any forward-looking statements to reflect events or circumstances after the date of this press release, except
as may otherwise be required by the federal securities laws. These forward-looking statements are only predictions, subject to risks
and uncertainties, and actual results could differ materially from those discussed. Important factors that could cause actual results
to differ materially from those anticipated by our forward-looking statements are under the captions “Risk Factors” and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report (Form 10-K) or Quarterly
Report (Form 10-Q) filed with the Securities and Exchange Commission, or as may be updated or supplemented from time to time by our Securities
and Exchange Commission filings.
Contact
Information
For
Investor Relations
Kopin
Corporation
Richard
Sneider, Treasurer and Chief Financial Officer
Richard_Sneider@kopin.com
508-870-5959
MZ
Contact
Brian
M. Prenoveau, CFA
MZ
Group – MZ North America
KOPN@mzgroup.us
561-489-5315
Lightspeed
PR Contact
Grace
Halvorsen
Lightspeed
PR/M
Kopin@lightspeedpr.com
Exhibit
99.2
Kopin
Corporation Announces Pricing of $27 Million Public Offering of Common Stock and Pre-Funded Warrants
WESTBOROUGH,
Mass. – September 20, 2024 - Kopin Corporation (NASDAQ: KOPN) (“Kopin”) a leading provider of application-specific
optical systems and high-performance microdisplays for defense, enterprise, industrial, consumer and medical products, announced that
it has priced a public offering of 37,550,000 shares of common stock at a public offering price of $0.65 per share. In addition, in lieu
of common stock to certain investors, Kopin is offering pre-funded warrants to purchase 4,000,000 shares of its common stock at a purchase
price of $0.64 per pre-funded warrant, which equals the public offering price per share of the common stock less the $0.01 exercise price
per share of each pre-funded warrant. Aggregate gross proceeds from the offering of common stock and pre-funded warrants will be approximately
$27 million, before deducting underwriting discounts and commissions and other offering expenses, and excluding the exercise of any pre-funded
warrants. In addition, the Company has granted the underwriters a 30-day option to purchase up to an additional 6,232,500 shares of common
stock at the public offering price, less underwriting discounts and commissions. The closing of the offering is expected to occur on
or about September 23, 2024, subject to the satisfaction of customary closing conditions.
Kopin
intends to use the net proceeds from the offering to fund general corporate purposes, including working capital, funding internal research
& development and neural display, capital expenditures, and any payments related to pending litigation judgements owed or any appeals
of the judgements.
Canaccord
Genuity is acting as sole book runner and Lake Street Capital Markets is acting as co-manager.
This
offering is being made only by means of a prospectus supplement and accompanying base prospectus that form a part of the registration
statement. A preliminary prospectus supplement relating to and describing the terms of the offering was filed with the Securities and
Exchange Commission (“SEC”) on September 20, 2024, copies of which may be obtained for free by visiting EDGAR on the SEC’s
website at www.sec.gov. The final prospectus supplement and accompanying base prospectus may also be obtained, when available, by sending
a request to: Canaccord Genuity LLC, Attention: Syndication Department, 1 Post Office Square, 30th Floor, Boston, MA 02109,
(800) 225-6104 or by email at prospectus@cgf.com.
This
press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities, and there shall not be any
offer, solicitation, or sale of the securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful
prior to registration or qualification under the securities laws of such any state or jurisdiction.
About
Kopin
Kopin
Corporation is a leading developer and provider of innovative display, and application-specific optical solutions sold as critical components
and subassemblies for defense, enterprise, professional and consumer products. Kopin’s portfolio includes microdisplays, display
modules, eyepiece assemblies, image projection modules, and vehicle mounted and head-mounted display systems that incorporate ultra-small
high-resolution Active Matrix Liquid Crystal displays (AMLCD), Ferroelectric Liquid Crystal on Silicon (FLCoS) displays, MicroLED displays
(µLED) and Organic Light Emitting Diode (OLED) displays, a variety of optics, and low-power ASICs. For more information, please
visit Kopin’s website at www.kopin.com. Kopin is a trademark of Kopin Corporation.
Follow
us on LinkedIn, X and Facebook.
Forward
Looking Statements
Statements
in this press release may be considered “forward-looking statements” within the meaning of Section 27A of the Securities
Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), which are subject to the safe harbor created by such sections. Words such as “expects,” “believes,”
“can,” “will,” “estimates,” and variations of such words and similar expressions, and the negatives
thereof, are intended to identify such forward-looking statements. We caution readers not to place undue reliance on any such “forward-looking
statements,” which speak only as of the date made, and advise readers that these forward-looking statements are not guarantees
of future performance and involve certain risks, uncertainties, estimates, and assumptions by us that are difficult to predict. These
forward-looking statements may include statements with respect to Kopin’s intentions to use the net proceeds from the offering
to fund general corporate purposes, including working capital, funding internal research & development and neural display, capital
expenditures, and for any payments related to pending litigation judgements or any appeals thereof. Various factors, some of which are
beyond our control, could cause actual results to differ materially from those expressed in, or implied by, such forward-looking statements.
All such forward-looking statements, whether written or oral, and whether made by us or on our behalf, are expressly qualified by these
cautionary statements and any other cautionary statements that may accompany the forward-looking statements. In addition, we disclaim
any obligation to update any forward-looking statements to reflect events or circumstances after the date of this press release, except
as may otherwise be required by the federal securities laws. These forward-looking statements are only predictions, subject to risks
and uncertainties, and actual results could differ materially from those discussed. Important factors that could cause actual results
to differ materially from those anticipated by our forward-looking statements are under the captions “Risk Factors” and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report (Form 10-K) or Quarterly
Report (Form 10-Q) filed with the Securities and Exchange Commission, or as may be updated or supplemented from time to time by our Securities
and Exchange Commission filings.
Contact
Information
For
Investor Relations
Kopin
Corporation
Richard
Sneider, Treasurer and Chief Financial Officer
Richard_Sneider@kopin.com
508-870-5959
MZ
Contact
Brian
M. Prenoveau, CFA
MZ
Group – MZ North America
KOPN@mzgroup.us
561-489-5315
Lightspeed
PR Contact
Grace
Halvorsen
Lightspeed
PR/M
Kopin@lightspeedpr.com
v3.24.3
| X |
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| X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
| Name: |
dei_DocumentPeriodEndDate |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:dateItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
| Name: |
dei_DocumentType |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:submissionTypeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
| Name: |
dei_EntityAddressAddressLine1 |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- Definition
+ References
+ Details
| Name: |
dei_EntityAddressCityOrTown |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCode for the postal or zip code
| Name: |
dei_EntityAddressPostalZipCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionName of the state or province.
| Name: |
dei_EntityAddressStateOrProvince |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:stateOrProvinceItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityCentralIndexKey |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:centralIndexKeyItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionIndicate if registrant meets the emerging growth company criteria. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityEmergingGrowthCompany |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
| Name: |
dei_EntityFileNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:fileNumberItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
| Name: |
dei_EntityIncorporationStateCountryCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarStateCountryItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityRegistrantName |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityTaxIdentificationNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:employerIdItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionLocal phone number for entity.
| Name: |
dei_LocalPhoneNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
| Name: |
dei_PreCommencementIssuerTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
| Name: |
dei_PreCommencementTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTitle of a 12(b) registered security. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
| Name: |
dei_Security12bTitle |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:securityTitleItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionName of the Exchange on which a security is registered. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
| Name: |
dei_SecurityExchangeName |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarExchangeCodeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
| Name: |
dei_SolicitingMaterial |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
| Name: |
dei_TradingSymbol |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:tradingSymbolItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
| Name: |
dei_WrittenCommunications |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
Kopin (NASDAQ:KOPN)
過去 株価チャート
から 11 2024 まで 12 2024
Kopin (NASDAQ:KOPN)
過去 株価チャート
から 12 2023 まで 12 2024
