On March 15, 2019, Kopin Corporation (the Company) entered into an underwriting agreement (the Underwriting Agreement) with Ladenburg Thalmann Co. Inc. (Ladenburg Thalmann), as representative of the several underwriters listed therein (the Underwriters), relating to the issuance and sale in an underwritten public offering by the Company of 7,272,727 shares of its common stock, par value $0.01 per share (the Common Stock). The Common Stock is being offered and sold to the Companys shelf registration statement on Form S-3 and the related prospectus (File No. 333-228549) filed with the Securities and Exchange Commission (the SEC) on November 26, 2018 and declared effective by the SEC on December 14, 2018, as supplemented by a prospectus supplement dated March 15, 2019 and filed with the SEC to Rule 424(b) under the Securities Act of 1933, as amended (the Securities Act).

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 1,090,909 shares of its Common Stock offered in the public offering, less underwriting discounts and commissions. The net proceeds to the Company from the Offering are expected to be approximately $7.5 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 March 19, 2019, subject to the satisfaction of customary closing conditions. Ladenburg Thalmann is acting as book-running manager for the offering.

The Company intends to use the net proceeds from the offering for general corporate purposes, including working capital, sales and marketing, product development, and capital expenditures.

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 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 Companys officers, directors and five percent shareholders agreed not to sell or otherwise dispose of any of the Companys Common Stock held by them for a period ending 90 days after the date of the Underwriting Agreement without first obtaining the written consent of Ladenburg Thalmann.

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.

A copy of the opinion of Morgan, Lewis Bockius LLP, relating to the legality of the issuance and sale of the shares of Common Stock 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 the Shares, nor shall there be any offer, solicitation, or sale of the Companys Common Stock 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.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

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

EXHIBIT INDEX

KOPIN CORP Exhibit
EX-1.1 2 kopn-2019315xexx11underwri.htm EXHIBIT 1.1 Exhibit Execution Copy7,…
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About KOPIN CORPORATION (NASDAQ:KOPN)

Kopin Corporation is an inventor, developer, manufacturer and seller of wearable technologies, which include components and systems. It operates in two segments, which include Forth Dimension Displays Ltd. (FDD) and Kopin. FDD is the manufacturer of its reflective display products for test and simulation products. Kopin consists of Kopin Corporation, Kowon Technology Co. LTD (Kowon), Kopin Software Ltd. and eMDT America, Inc. (eMDT). The components that it sells consist of its active-matrix liquid crystal displays (AMLCD), liquid crystal on silicon (LCOS) displays, application specific integrated circuits (ASICs), backlights and optical lenses. Its transmissive AMLCDs and reflective LCOS micro-displays are manufactured in its facilities in United States and United Kingdom, provide either color or monochrome images, and are offered in various sizes and resolutions. Its ASICs, optical lenses and backlights are manufactured by third parties.