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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) June 26, 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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On June 26, 2025, Kopin Corporation (the “Company”) held its 2025 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) to increase the number of authorized shares of the Company’s common stock, par value $0.01 per share, from 200,000,000 shares to 275,000,000 shares (the “Amendment”).
The Company’s Board of Directors previously approved the Amendment, subject to shareholder approval at the Annual Meeting. On June 27, 2025, the Company filed a Certificate of Amendment to the Charter with the Secretary of State of the State of Delaware to effect the Amendment, which became effective immediately upon such filing.
The foregoing description of the Amendment does not purport to be complete and is subject to and qualified in its entirety by reference to the Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the following matters were acted upon:
1. ELECTION OF DIRECTORS
Jill J. Avery, Michael Murray, David Nieuwsma, Margaret Seif and Paul Walsh Jr. were all elected to serve as directors of the Company each for a term expiring at the Company’s 2026 Annual Meeting and until their successors are duly elected and qualified.
The results of the election of directors are below.
| Nominee | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||
| Jill J. Avery | 59,984,985 | 1,088,719 | 667,800 | 45,822,445 | ||||
| Michael Murray | 60,599,248 | 623,939 | 518,317 | 45,822,445 | ||||
| David Nieuwsma | 60,384,987 | 693,835 | 662,682 | 45,822,445 | ||||
| Margaret Seif | 59,845,811 | 1,241,688 | 654,005 | 45,822,445 | ||||
| Paul Walsh Jr. | 60,418,672 | 661,931 | 660,901 | 45,822,445 |
2. APPROVAL OF AN AMENDMENT TO THE 2020 EQUITY INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES AUTHORIZED FOR ISSUANCE UNDER THE 2020 EQUITY INCENTIVE PLAN.
A proposal to ratify an amendment to the Company’s 2020 Equity Incentive Plan to increase the number of shares authorized for issuance under the 2020 Equity Incentive Plan from 14,000,000 to 19,000,000 was approved by the following votes:
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||
| 58,190,875 | 2,933,389 | 617,240 | 45,822,445 |
3. PROPOSAL TO AMEND THE COMPANY’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION.
A proposal to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized common shares from 200,000,000 to 275,000,000 was approved by the following votes:
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||
| 97,742,491 | 9,257,493 | 563,965 | — |
4. RATIFICATION OF APPOINTMENT OF BDO USA, P.C.AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 27, 2025.
A proposal to ratify the appointment of BDO USA, P.C as the independent registered public accounting firm of the Company for the current fiscal year was approved by the following votes:
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||
| 104,656,675 | 2,017,024 | 890,250 | — |
5. APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.
An advisory vote to approve the compensation of the Company’s named executive officers was approved by the following votes:
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||
| 58,245,255 | 1,951,856 | 1,544,393 | 45,822,445 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit | Description | |
| 3.1 | Certificate of Amendment | |
| 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: June 30, 2025 | /s/ Richard A. Sneider |
| Richard A. Sneider | |
| Treasurer and Chief Financial Officer | |
| (Principal Financial and Accounting Officer) |
EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
TO
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
KOPIN CORPORATION
KOPIN CORPORATION (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY THAT:
FIRST: That at a meeting of the Board of Directors of the Corporation resolutions were duly adopted setting forth a proposed amendment to the Certificate of Incorporation, as amended to date (the “Charter Amendment”) and declaring said Charter Amendment to be advisable and directing the stockholders of the Corporation to consider said Charter Amendment and to indicate their approval and adoption thereof. The resolution setting forth the amendment is as follows:
RESOLVED, That the first sentence of Article Fourth of the Restated Certificate of Incorporation of the Corporation be and it hereby is amended to read as follows:
“FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is two hundred and seventy-five million and three thousand (275,003,000) shares, of which three thousand (3,000) shares, par value of $.01 each, are to be of a class designated Preferred Stock, and two hundred and seventy five million (275,000,000) shares, par value of $.01 each, are to be of a class designated Common Stock.”
SECOND: That thereafter, pursuant to resolution of its Board of Directors, an annual meeting of the stockholders of said corporation was duly called and held, upon notice in accordance with Sections 211 and 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.
THIRD: That the aforesaid Charter Amendment was duly adopted in accordance with the applicable provisions of Section 242 of the General Corporation Law of the State of Delaware.
FOURTH: That this Certificate of Amendment to the Certificate of Incorporation shall become effective upon the filing of the Certificate of Amendment with the Delaware Secretary of State, which will occur as soon as reasonably practicable after approval.
IN WITNESS WHEREOF, said Kopin Corporation has caused this Certificate of Amendment to the Certificate of Incorporation to be executed, acknowledged and filed by its Chief Financial Officer this 27th day of June 2025.
IN WITNESS WHEREOF, the undersigned has caused this Certificate of Amendment to the Amended and Restated Certificate of Incorporation to be duly executed on behalf of the Corporation on June 27, 2025.
| KOPIN CORPORATION | ||
| By: | /s/ Richard A. Sneider | |
| Name: | Richard A. Sneider | |
| Title: | Treasurer and Chief Financial Officer | |