KOPN Kopin Corporation

 

 

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 5, 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(s)		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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

On June 5, 2024, Kopin Corporation (the “Company”) received a deficiency letter from the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market (“Nasdaq”) notifying the Company that, for the preceding 30 consecutive business days, the closing bid price for the Company’s common stock was below the minimum $1.00 per share requirement for continued inclusion on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”).

 

The notification received has no immediate effect on the Company’s Nasdaq listing. In accordance with Nasdaq rules, the Company has been provided an initial period of 180 calendar days, or until December 2, 2024 (the “Compliance Date”), to regain compliance with the Minimum Bid Price Requirement. If, at any time before the Compliance Date, the closing bid price for the Company’s common stock is at least $1.00 for a minimum of 10 consecutive business days, the Staff will provide the Company written confirmation of compliance with the Minimum Bid Price Requirement.

 

If the Company does not regain compliance with the Minimum Bid Price Requirement by the Compliance Date, the Company may be eligible for an additional 180 calendar day compliance period. To qualify, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the Minimum Bid Price Requirement, and will need to provide written notice of its intention to cure the deficiency during the second 180 calendar day compliance period, by effecting a reverse stock split, if necessary.

 

If the Company does not regain compliance with the Minimum Bid Price Requirement by the Compliance Date and is not eligible for an additional compliance period at that time, the Staff will provide written notification to the Company that its common stock will be subject to delisting. At that time, the Company may appeal the Staff’s delisting determination to a Nasdaq Hearings Panel. There can be no assurance that the Company will regain compliance or otherwise maintain compliance with any of the other listing requirements.

 

The Company intends to monitor the closing bid price of its common stock and may, if appropriate, consider available options to regain compliance with the Minimum Bid Price Requirement.

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On June 6, 2024, the Company held its 2024 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 150,000,000 shares to 200,000,000 shares (the “Amendment”).

The Company’s Board of Directors previously approved the Amendment, subject to shareholder approval at the Annual Meeting. On June 11, 2024, 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, Chi Chia Hsieh, Michael Murray, David Nieuwsma and Margaret Seif were all elected to serve as directors of the Company each for a term expiring at the Company’s 2025 Annual Meeting and until their successors are duly elected and qualified. Scott L. Anchin (1)

 

The results of the election of directors are below.

 

Nominee		Votes For		Votes Against		Abstentions		Broker Non-Votes
Jill J. Avery		35,922,521		1,090,981		196,586		32,039,903
Chi Chia Hsieh		28,216,572		8,739,300		254,216		32,039,903
Michael Murray		36,382,123		691,381		136,584		32,039,903
David Nieuwsma		36,315,966		731,013		163,109		32,039,903
Margaret Seif		30,589,912		883,467		5,736,709		32,039,903

 

¹ Pursuant to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 21, 2024, Scott L. Anchin resigned from the Board effective May 31, 2024 and elected to not stand for reelection to the Board. As a result, all votes cast for the election of Scott L. Anchin were disregarded.

 

 

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 11,000,000 to 14,000,000 was approved by the following votes:

 

Votes For		Votes Against		Abstain		Broker Non-Votes
26,414,046		4,493,523		6,302,519		32,039,903

 

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 150,000,000 to 200,000,000 was approved by the following votes:

 

Votes For		Votes Against		Abstain		Broker Non-Votes
59,400,327		8,037,703		1,811,961		—

 

4. RATIFICATION OF APPOINTMENT OF RSM US LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE FISCAL YEAR ENDED DECEMBER 28, 2024.

 

A proposal to ratify the appointment of RSM US LLP 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
66,601,663		1,687,444		960,884		—

 

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
26,650,929		4,175,339		6,383,820		32,039,903

 

(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 11, 2024	/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 provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), does hereby certify that:

 

FIRST: That at a meeting of the Board of Directors of the Corporation (the “Board”), resolutions were duly adopted setting forth a proposed amendment to the Amended and Restated 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 Amended and Restated Certificate of Incorporation be and hereby is amended to read as follows:

 

“The total number of shares of all classes of stock which the Corporation shall have authority to issue is Two Hundred Million Three Thousand (200,003,000) shares, consisting of (i) Two Hundred Million (200,000,000) shares of Common Stock, $0.01 par value per share (“Common Stock”), and (ii) Three Thousand (3,000) shares of Preferred Stock, $0.01 par value per share (“Preferred Stock”).”

 

RESOLVED: That except as expressly amended hereby no other aspect of such Article Fourth shall be modified hereby.

 

SECOND: That thereafter, pursuant to said resolutions of its Board, the holders of record of not less than a majority of the issued and outstanding shares of Common Stock. par value $.0.01 per share, of said Corporation, representing not less than the minimum number of votes necessary to authorize and take the actions set forth therein, duly adopted said Charter Amendment at a meeting of the holders of Common Stock called for such purpose in accordance with Sections 211 and 222 of the General Corporation Law.

 

THIRD: That said Charter Amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law.

 

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its duly authorized officer this 11^th day of June, 2024.

 

[The remainder of this page intentionally left blank]

 

 

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 11, 2024.

 

	KOPIN CORPORATION
	By:
	Name:	Richard A. Sneider
	Title:	Treasurer and Chief Financial Officer

 

 

v3.24.1.1.u2

Cover	Jun. 05, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 05, 2024
Current Fiscal Year End Date	--12-30
Entity File Number	000-19882
Entity Registrant Name	KOPIN CORPORATION
Entity Central Index Key	0000771266
Entity Tax Identification Number	04-2833935
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	125 North Drive
Entity Address, City or Town	Westborough
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	01581
City Area Code	(508)
Local Phone Number	870-5959
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01
Trading Symbol	KOPN
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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