KOPIN CORPORATION (NASDAQ:KOPN) Files An 8-K Unregistered Sales of Equity Securities

Kopin Corporation (“Kopin”) issued a press release on January 3,
2017, a copy of which is attached as Exhibit 99.1 to this report
and incorporated herein by reference, in which Kopin announced
that on December 28, 2016 it had entered into a strategic
relationship and a common stock purchase agreement with Goertek
Inc. (Goertek), to which Kopin has agreed to sell 7,339,000
unregistered shares of its common stock for an aggregate offering
price of $23,851,750 to Goertek. The closing of the sale is
subject to standard closing conditions and is scheduled for
completion by January 27, 2017. Kopin plans to rely on Section
4(a)(2) of the Securities Act of 1933, as amended, and/or Rule
506 of Regulation D promulgated under the Securities Act, for the
sale of the shares, based on the fact that (i) it is a sale to
only one purchaser, who as of the date of the common stock
purchase agreement, is an accredited investor (as defined by Rule
501 under the Securities Act), (ii) none of the parties engaged
in any general solicitation, directly or indirectly in connection
with the sale of the shares, (iii) the shares are restricted from
transfer unless registered with the Securities and Exchange
Commission, or qualify for an exemption from registration, and
(iv) no event within the past six months has occurred that would
cause the offering to be integrated with another exempt or
registered offering.

Item 9.01. Financial Statements and Exhibits.>

(d) Exhibits.