Form 8-K

8-K — KOPIN CORP

Accession: 0001493152-26-022462

Filed: 2026-05-12

Period: 2026-05-12

CIK: 0000771266

SIC: 3674 (SEMICONDUCTORS & RELATED DEVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

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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) May 12, 2026

KOPIN

CORPORATION

(Exact

Name of Registrant as Specified in Charter)

Delaware

000-19882

04-2833935

(State

or Other Jurisdiction

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 ☐

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

2.02. Results of Operations and Financial Condition.

Kopin

Corporation (the “Company”) issued a press release on May 12, 2026, a copy of which is attached as Exhibit 99.1 to this Current

Report on Form 8-K and incorporated herein by reference, in which the Company announced financial results for the first quarter ended

March 28, 2026. The information in this Item 2.02 (including Exhibit 99.1) shall not be deemed to be “filed” for purposes

of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities

of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended,

or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits

See

the Exhibit Index below, which is incorporated by reference herein.

EXHIBIT

INDEX

Exhibit

Description

99.1

Press Release dated May 12, 2026, entitled “Kopin Corporation Reports First Quarter 2026 Financial Results”.

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:

May

12, 2026

/s/

Erich Manz

Erich

Manz

Treasurer

and Chief Financial Officer

(Principal

Financial and Accounting Officer)

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit 99.1

Kopin

Corporation Reports First Quarter 2026 Financial Results

Strategic

Collaboration with Fabric.AI Opens Multi-Billion-Dollar AI Infrastructure Opportunity Through Jointly-Developed Neural I/o™ Optical

Interconnect Technology

$21.5

Million Follow-On Thermal Imaging Production Contract Awarded; Strong Balance Sheet Supporting Strategic Growth Investments Including

U.S. OLED Microdisplay Manufacturing

WESTBOROUGH,

MA — May 12, 2026 — Kopin Corporation (Nasdaq: KOPN) (“Kopin” or the “Company”), a leading provider

of application-specific optical systems and high-performance microdisplays for defense, training, enterprise, industrial, consumer and

medical products, today announced preliminary unaudited financial results for its first quarter ended March 28, 2026.

First

Quarter Financial Summary:

$ in millions

Q1 2026

Q1 2025

% Change

Total Revenues

$ 10.6

$ 10.5

0 %

Product Revenues

$ 5.4

$ 9.2

(41 )%

Non-Product Revenues *

$ 5.2

$ 1.3

292 %

Cost of Product Revenues

$ 5.6

$ 7.6

(26 )%

R&D Expenses

$ 4.9

$ 2.1

133 %

SG&A Expenses

$ 6.0

$ 4.7

28 %

Non-Product revenue consists of Funded R&D, Collaborative agreement, and Grant revenue streams

First

Quarter 2026 & Subsequent Operational Highlights

● Announced

strategic collaboration with Fabric.AI to jointly develop Neural I/o™, a MicroLED-based

optical interconnect technology designed to replace copper wiring between GPUs and high-performance

processors in AI data centers. Backed by a $15 million initial development order and a 19.9%

equity stake in Fabric.AI as exclusive manufacturer of Neural I/o™ chipsets, the collaboration

opens a multi-billion-dollar addressable market in AI hardware, specifically within US Government

and Department of War applications which by-law require US manufacturing.

● Entered

the FPV drone market with Sentinel FPV™, supported by an initial $3.2 million order

with potential delivery of up to 40,000 goggles by year-end 2028. Sentinel FPV™ features

industry-first Dual Situational Awareness (Dual SA) technology, letting operators view high-definition

drone imagery while retaining peripheral awareness of their surroundings.

● Secured

additional defense awards across the quarter and subsequent period, including: a $21.5 million

follow-on thermal-imaging eyepiece production contract from a major U.S. defense prime; $5.6

million of new European pilot helmet-mounted display orders ($2 million Tier-1 production

order plus $3.6 million advanced avionic HMD order for a rotary-wing platform); and a $1

million initial DarkWAVE™ development order from Theon International, transitioning

the 960p OLED module to production-readiness for Theon’s DARK-I platform targeting

the ~2 million installed base of standard night vision goggles.

● Awarded

a Phase I SBIR contract from the U.S. Government to advance full-color, smaller-format MicroLED

displays for soldier-borne applications — the second MicroLED-focused U.S. Army award

in six months, building on the $15.4 million IBAS contract from September 2025.

● Announced

full-scale U.S. OLED microdisplay manufacturing at the Company’s Westborough, Massachusetts

headquarters with the purchase of a state-of-the-art OLED Deposition System and related equipment,

addressing surging domestic demand for U.S.-built OLED microdisplays for FPV systems, thermal

weapon sights, and other soldier-borne defense applications.

● Participated

at the Needham Growth Conference, ROTH Conference, SHOT Show 2026, and SPIE AR/VR/MR 2026,

and launched the 2026 Technology Demo Days Tour with events in New York City, Minneapolis,

and Boston.

Management

Commentary

Michael

Murray, Chief Executive Officer of Kopin, said: “What we have achieved year-to-date 2026 marks a significant inflection point for

Kopin. Subsequent to quarter end we announced our strategic collaboration with Fabric.AI — a transformational milestone that extends

Kopin’s MicroLED and bi-directional NeuralDisplay™ capabilities into one of the fastest-growing segments of the technology

market. Through our jointly-developed Neural I/o™ optical interconnect technology, we are repurposing programmable MicroLED pixels

as ultra-high-speed optical transceivers designed to replace the dense copper wiring used between GPUs and high-performance processors

in AI data centers. Backed by a $15 million initial development order from Fabric.AI and a 19.9% equity ownership stake, this collaboration

broadens Kopin’s addressable market well beyond defense and industrial applications and positions the Company as a strategic enabler

in the rapidly expanding AI hardware ecosystem.

“In

parallel, the order momentum that built throughout 2025 in our core defense markets recovered as expected from Government shutdown(s)

and accelerated in the first quarter of 2026. New European helmet-mounted display orders alone added more than $5 million of awards during

the quarter, our $1 million DarkWAVE™ development order from Theon advanced our international expansion, and our new Phase I SBIR

award reinforced Kopin’s leadership in domestic MicroLED for soldier-borne systems. Subsequent to quarter end we received a $21.5

million follow-on production contract for U.S.-made thermal imaging assemblies and a $3.2 million initial Sentinel FPV™ order,

formally entering the high-growth FPV drone market with our differentiated Dual Situational Awareness technology.

“With

our strengthened balance sheet, we are leaning into prudent, profit-forward investments to support these growing opportunities. Our decision

to bring full-scale OLED microdisplay manufacturing in-house at Westborough is a great example: we are comfortable with our cash position,

and targeted investments such as this one are precisely how we are positioning the defense business to sustain long-term growth. The

OLED deposition system gives us greater speed, flexibility, and cost control, expands the sovereign supply chain options available to

our defense customers, and complements our existing U.S. capabilities for AMLCD, FLCoS, MicroLED, and now OLED — reinforcing our

position as the only company in the United States manufacturing four types of microdisplays,” concluded Murray.

First

Quarter 2026 Financial Results

Total

revenues for the first quarter ended March 28, 2026, were $10.6 million, as compared to $10.5 million for the first quarter ended March

29, 2025. The slight year-over-year increase reflects new award and collaboration revenue contributions from the Company’s government

MicroLED award and strategic AR/thermal clip-on partnership, which more than offset a decline in product revenues.

Product

revenues for the first quarter were $5.4 million, as compared to $9.2 million in the year-ago period. The year-over-year decrease was

primarily due to lower shipments of products for thermal weapon sight applications and liquid crystal displays.

Non-Product

revenues were $5.1 million in the first quarter of 2026, as compared to $1.3 million in the first quarter of 2025. The increase was primarily

driven by award revenue recognized in connection with the Company’s government award for the development of ultra-bright, full-color

MicroLED displays optimized for ground soldier augmented reality applications, together with collaboration revenue from a strategic partnership

to develop a next-generation clip-on with augmented reality and thermal integration capabilities.

Cost

of product revenues for the first quarter of 2026 was $5.6 million, or 103% of net product revenues, as compared with $7.6 million, or

83% of net product revenues, for the first quarter of 2025. The increase as a percentage of net product revenues was primarily attributable

to reduced production efficiency on a lower revenue base.

Research

and Development expenses for the first quarter of 2026 were $4.9 million, as compared to $2.1 million for the first quarter of 2025.

The increase was primarily driven by higher funded research and development costs in connection with the Company’s government award

for the development of ultra-bright, full-color MicroLED displays for ground soldier augmented reality applications, partially offset

by lower internal R&D spend on process improvements.

Selling,

General and Administration expenses were $6.0 million in the first quarter of 2026, as compared to $4.7 million in the first quarter

of 2025. The increase was primarily due to higher professional fees and accrued performance-based compensation.

of March 28, 2026, the Company had cash and cash equivalents of $34.1 million, with total cash, restricted cash and marketable securities

of $59.5 million inclusive of $25.3 million of restricted cash bonded against the BlueRadios litigation appeal. Following the deconsolidation

of Kopin Europe Ltd. in October 2025, the Company’s reported cash position is wholly domestic, and the Company’s analysis

supports that its current liquidity is sufficient to fund operations through at least the end of the second quarter of 2027 and beyond.

Earnings

Call and Webcast

Management

will host an investor conference call at 8:30 AM Eastern time today, Tuesday, May 12, 2026 to discuss the Company’s first quarter

2026 financial results, provide a corporate update, and conclude with Q&A from telephone participants.

participate, please use the following information:

2026 Earnings Conference Call

Date:

Tuesday, May 12, 2026

Time:

8:30 AM Eastern time

U.S.

Dial-in: 1-877-407-3982

International:

1-201-493-6780

Webcast:

KOPN Q1 FY2026 Earnings Conference Call

Please

call the conference telephone number 5-10 minutes prior to the start time.

telephonic replay of the conference call will also be available through May 19, 2026. To listen, please call 1-844-512-2921 within the

United States and Canada or 1-412-317-6671 when calling internationally, using replay pin number 13760536. A webcast replay will also

be available using the webcast link above.

About

Kopin Corporation

Kopin

Corporation (Nasdaq: KOPN) 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.

us on LinkedIn, X and Facebook.

Forward-Looking

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. 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 affect

performance and cause results to differ materially from management’s expectations are described in Part I, Item 1A. Risk Factors;

Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations; and other parts of our

Annual Report on Form 10-K, as amended, for the fiscal year ended December 27, 2025, or as updated from time to time in our Securities

and Exchange Commission filings.

Corporate

Contact

Kopin

Corporation

Erich

Manz, Chief Financial Officer

EManz@kopin.com

508-870-5959

Investor

Relations Contact

Lucas

A. Zimmerman

Group — MZ North America

KOPN@mzgroup.us

949-259-4987

Public

Relations Contact

Grace

Halvorsen

Lightspeed

PR/M

Kopin@lightspeedpr.com

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