KOPIN CORP

S-11 forms-1.htm S-1

As filed with the Securities and Exchange Commission on November 6, 2025.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Kopin Corporation

(Exact name of registrant as specified in its charter)

125 North Drive

Westborough, Ma. 01581

(508) 870-5959

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

John J. Concannon III, Esq.

Morgan, Lewis & Bockius LLP

One Federal Street, Boston Ma. 02110

(617) 951-8000

(Name, address including zip code, and telephone number, including area code, of agent for service)

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule l2b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offeror sale is not permitted.

PRELIMINARY PROSPECTUS

Kopin Corporation.

Up to 19,545,950 Shares of Common Stock

This prospectus relates to the resale from time to time by the selling stockholders identified herein (the “Selling Stockholders”) of up to an aggregate of 19,545,950 shares of our common stock, par value $0.01 per share (the “Common Stock”). The shares of Common Stock to which this prospectus relates consists of shares that we have issued to the Selling Stockholders pursuant to that certain Share Purchase Agreement (as defined herein) we entered into with the Selling Stockholders on September 29, 2025. The shares were issued and sold pursuant to a private placement (the “Private Placement”), which was priced at a purchase price per share of Common Stock of $2.10. We are filing the registration statement pursuant to that certain registration rights agreement (the “Registration Rights Agreement”), dated as of September 29, 2025, entered into by the Company and the Selling Stockholders in the Private Placement.

We are not selling any securities under this prospectus and will not receive any proceeds from the sale of Common Stock by the Selling Stockholders. We will bear all of the registration expenses incurred in connection with the registration of these shares of Common Stock. The Selling Stockholders will pay discounts, commissions, fees of underwriters, selling brokers or dealer managers and similar expenses, if any, incurred for the sale of these shares of Common Stock. The Selling Stockholders may sell or otherwise dispose of the shares of Common Stock described in this prospectus in a number of different ways and at varying prices. Information about how the Selling Stockholders may sell or otherwise dispose of the shares is described in this prospectus under the caption “Plan of Distribution.”

Our Common Stock is listed on The Nasdaq Capital Market under the symbol “KOPN”. On November 5, 2025, the last reported sale price of our Common Stock on The Nasdaq Capital Market was $3.12 per share.

Investing in our Common Stock involves a high degree of risk. You should carefully review the risks and uncertainties referenced under the heading “Risk Factors” of this prospectus and in the other documents that are incorporated by reference into this prospectus before purchasing any of the shares offered by this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or****determined if this prospectus or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2025.

TABLE OF CONTENTS

You may only rely on the information contained in this prospectus or that we have referred you to. Neither we nor the selling stockholders have authorized anyone to provide you with different information. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities other than the Common Stock offered by this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any Common Stock in any circumstances or in any jurisdictions in which such offer or solicitation is unlawful. You should assume that the information appearing in this prospectus is accurate as of the date on the front cover of this prospectus only.

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