UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the quarterly period ended
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _____ to _____
Commission
file number
(Exact name of registrant as specified in its charter)
State or other jurisdiction of incorporation or organization |
(I.R.S. Employer Identification No.) | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s
telephone number, including area code:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
| Class | Outstanding as of May 3, 2024 | |
| Common Stock, par value $0.01 |
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
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 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |
| ☒ | Smaller reporting company | |||
| 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. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐ No
Kopin Corporation
INDEX
| 2 |
Part 1. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements (Unaudited)
KOPIN CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
| March 30, 2024 | December 30, 2023 | |||||||
| (unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted cash | ||||||||
| Marketable debt securities, at fair value | ||||||||
| Accounts receivable, net of allowance of $ | ||||||||
| Contract assets and unbilled receivables | ||||||||
| Inventory | ||||||||
| Prepaid taxes | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| Property, plant and equipment, net | ||||||||
| Operating lease right-of-use assets | ||||||||
| Other assets | ||||||||
| Equity investments | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued payroll and expenses | ||||||||
| Accrued warranty | ||||||||
| Contract liabilities and billings in excess of revenues earned | ||||||||
| Operating lease liabilities | ||||||||
| Accrued post-retirement benefits | ||||||||
| Other accrued liabilities | ||||||||
| Customer deposits | ||||||||
| Deferred tax liabilities | ||||||||
| Accrued litigation damages | ||||||||
| Total current liabilities | ||||||||
| Noncurrent contract liabilities and asset retirement obligations | ||||||||
| Operating lease liabilities, net of current portion | ||||||||
| Accrued post-retirement benefits, net of current portion | ||||||||
| Other long-term obligations, net of current portion | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies | ||||||||
| Stockholders’ equity: | ||||||||
| Preferred stock, par value $ per share: authorized, shares; issued | ||||||||
| Common stock, par value $ per share: authorized, shares; issued shares in 2024 and shares in 2023; outstanding in 2024 and in 2023, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Treasury stock ( shares in 2024 and 2023, at cost) | ( | ) | ( | ) | ||||
| Accumulated other comprehensive income | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ equity | ||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
See notes to unaudited condensed consolidated financial statements
| 3 |
KOPIN CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| Three months ended | Three months ended | |||||||
| March 30, 2024 | April 1, 2023 | |||||||
| Revenues: | ||||||||
| Net product revenues | $ | $ | ||||||
| Research and development revenues | ||||||||
| Other revenues | ||||||||
| Total revenues | ||||||||
| Expenses: | ||||||||
| Cost of product revenues | ||||||||
| Research and development | ||||||||
| Selling, general and administration | ||||||||
| Litigation damages | ||||||||
| Total expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other income: | ||||||||
| Interest income | ||||||||
| Other (expense) income, net | ( | ) | ||||||
| Foreign currency transaction (losses) gains | ( | ) | ||||||
| Total other income | ||||||||
| Loss before provision for income taxes | ( | ) | ( | ) | ||||
| Tax provision | ( | ) | ||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Net loss per share | ||||||||
| Basic and diluted | $ | ) | $ | ) | ||||
| Weighted average number of common shares outstanding | ||||||||
| Basic and diluted | ||||||||
See notes to unaudited condensed consolidated financial statements
| 4 |
KOPIN CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF comprehensive loss
(Unaudited)
| Three months ended | Three months ended | |||||||
| March 30, 2024 | April 1, 2023 | |||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Other comprehensive income, net of tax: | ||||||||
| Foreign currency translation adjustments | ( | ) | ||||||
| Unrealized holding gain (loss) on marketable securities | ( | ) | ||||||
| Other comprehensive income, net of tax | ||||||||
| Comprehensive loss | $ | ( | ) | $ | ( | ) | ||
See notes to unaudited condensed consolidated financial statements
| 5 |
KOPIN CORPORATION
Condensed Consolidated Statements of Stockholders’ Equity
(Unaudited)
| Common Stock | Additional Paid-in | Treasury | Accumulated Other Comprehensive | Accumulated | Total Kopin Corporation Stockholders’ | |||||||||||||||||||||||
| Shares | Amount | Capital | Stock | Income | Deficit | Equity | ||||||||||||||||||||||
| Balance, December 30, 2023 | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||||||||||||
| Vesting of restricted stock | ( | ) | ||||||||||||||||||||||||||
| Stock-based compensation expense | - | |||||||||||||||||||||||||||
| Other comprehensive income | - | |||||||||||||||||||||||||||
| Issuance of common stock, net of costs | ||||||||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Balance, March 30, 2024 | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||||||||||||
| Common Stock | Additional Paid-in | Treasury | Accumulated Other Comprehensive | Accumulated | Total Kopin Corporation Stockholders’ | Noncontrolling | Total Stockholders’ | |||||||||||||||||||||||||||||
| Shares | Amount | Capital | Stock | Income | Deficit | Equity | Interest | Equity | ||||||||||||||||||||||||||||
| Balance, December 31, 2022 | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||||||||||||||||
| Vesting of restricted stock | ( | ) | ||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | - | |||||||||||||||||||||||||||||||||||
| Other comprehensive income | - | |||||||||||||||||||||||||||||||||||
| Issuance of common stock and pre-funded warrants, net of costs | ||||||||||||||||||||||||||||||||||||
| Acquisition of noncontrolling interest | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Balance, April 1, 2023 | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | $ | $ | ||||||||||||||||||||||||
| 6 |
KOPIN CORPORATION
Condensed Consolidated Statements of Cash Flows
(Unaudited)
| Three months ended | Three months ended | |||||||
| March 30, 2024 | April 1, 2023 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Stock-based compensation | ||||||||
| Income taxes | ||||||||
| Foreign currency losses (gains) | ( | ) | ||||||
| Provision for credit losses | ||||||||
| Noncash provision for excess inventory | ||||||||
| Changes in other non-cash items | ||||||||
| Changes in assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Contract assets and unbilled receivables | ( | ) | ||||||
| Inventory | ( | ) | ||||||
| Prepaid expenses, other current assets and other assets | ( | ) | ( | ) | ||||
| Accounts payable and accrued expenses | ( | ) | ||||||
| Contract liabilities and billings in excess of revenue earned | ( | ) | ( | ) | ||||
| Accrued litigation damages | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities: | ||||||||
| Capital expenditures | ( | ) | ( | ) | ||||
| Purchases of marketable debt securities | ( | ) | ( | ) | ||||
| Proceeds from sale of marketable debt securities | ||||||||
| Other assets | ||||||||
| Net cash from (used in) investing activities | ( | ) | ||||||
| Cash flows from financing activities: | ||||||||
| Issuance of common stock, net of costs | ||||||||
| Issuance of common stock and pre-funded warrants, net of costs | ||||||||
| Net cash provided by financing activities | ||||||||
| Effect of exchange rate changes on cash | ( | ) | ||||||
| Net increase in cash, cash equivalents and restricted cash | ||||||||
| Cash, cash equivalents and restricted cash: | ||||||||
| Beginning of period | ||||||||
| End of period | $ | $ | ||||||
See notes to unaudited condensed consolidated financial statements
| 7 |
KOPIN CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The condensed consolidated financial statements of Kopin Corporation as of March 30, 2024 and for the three month periods ended March 30, 2024 and April 1, 2023 are unaudited and include all adjustments that, in the opinion of management, are necessary to present fairly the results of operations for the periods then ended. These condensed consolidated financial statements should be read in conjunction with the Company’s financial statements and notes thereto, included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 30, 2023. The results of the Company’s operations for any interim period are not necessarily indicative of the results of the Company’s operations for any other interim period or for a full fiscal year. As used in this report, the terms “we”, “us”, “our”, “Kopin” and the “Company” mean Kopin Corporation and its subsidiaries, unless the context indicates another meaning.
The condensed consolidated financial statements for the three month periods ended March 30, 2024 and April 1, 2023 include the accounts of Kopin Corporation and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated.
Going Concern
The
accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of
assets and the satisfaction of liabilities in the normal course of business. The Company incurred a net loss of $
The Company has historical and current negative cash flow from operations and limited liquidity resources. The Company’s current strategy is to continue to invest in its business and raise additional capital through financing activities that may include public offerings and private placements of its common stock, preferred stock offerings, collaborations and licensing arrangements and issuances of debt and convertible debt instruments. Until such time that additional capital can be raised, the Company plans to strategically manage its uncommitted spend, execute its priorities and implement cost saving measures to reduce research and development and general and administrative expenditures which could include minimizing staff costs. The Company may also sell assets and look at other strategic alternatives. There are inherent uncertainties associated with fundraising activities and activities to manage our uncommitted spending and the successful execution of these activities may not be within the Company’s control. There are no assurances that such additional funding will be obtained and that the Company will succeed in its future operations. If the Company is unable to achieve positive cash flows and profitability in the foreseeable future, cannot successfully raise additional capital and implement its strategic plan, or the recommended disgorgement and exemplary damages are not significantly reduced or eliminated in the final order the Company’s liquidity, financial condition and business prospects will be materially and adversely affected. There is substantial doubt about the Company’s ability to continue as a going concern.
| 8 |
2. ACCOUNTING STANDARDS
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) Number 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”). ASU 2023-09 requires more disaggregated income tax disclosures, including additional information in the rate reconciliation and additional disclosures about income taxes paid. ASU 2023-09 will become effective for the Company for the fiscal year ending December 27, 2025. Early adoption is permitted, and guidance should be applied prospectively, with an option to apply guidance retrospectively. The Company is currently evaluating the impact of the adoption of ASU 2023-09 on its condensed consolidated financial statements.
In November 2023, the FASB issued ASU Number 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”). ASU 2023-07 requires disclosure of significant segment expenses that are regularly provided to the chief operating decision maker(s) that are included within each reported measure of segment profit or loss. The guidance also expands disclosure requirements for interim periods, as well as requires disclosure of other segment items, including the title and position of the entity’s chief operations decision maker(s). ASU 2023-07 will become effective for the Company for the fiscal year ending December 28, 2024, and for interim periods starting in the Company’s first quarter of 2025. Early adoption is permitted, and guidance is required to be applied retrospectively. The Company is currently evaluating the impact of the adoption of ASU 2023-07 on its condensed consolidated financial statements.
3. CASH AND CASH EQUIVALENTS, RESTRICTED CASH, AND MARKETABLE DEBT SECURITIES
The Company considers all highly liquid, short-term debt instruments with original maturities of three months or less to be cash equivalents.
Restricted
cash of approximately $
Marketable debt securities consist primarily of commercial paper, medium-term corporate notes, and U.S. Government and agency backed securities. The Company classifies these marketable debt securities as available-for-sale at fair value in “Marketable debt securities, at fair value.” The Company records the amortization of premiums and accretion of discounts on marketable debt securities in the results of operations.
The Company uses the specific identification method as a basis for determining cost and calculating realized gains and losses with respect to marketable debt securities. The gross gains and losses realized related to sales and maturities of marketable debt securities were not material during the three months ended March 30, 2024 and April 1, 2023.
Investments in available-for-sale marketable debt securities were as follows at March 30, 2024 and December 30, 2023:
| Amortized Cost | Unrealized Losses | Fair Value | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||
| U.S. Government and agency backed securities | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||||||||
| Corporate debt | ( | ) | ( | ) | ||||||||||||||||||||
| Total | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||||||||
The contractual maturity of the Company’s marketable debt securities was as follows at March 30, 2024:
| Less than One year | One to Five years | Total | ||||||||||
| U.S. Government and agency backed securities | $ | $ | $ | |||||||||
| Corporate debt | ||||||||||||
| Total | $ | $ | $ | |||||||||
| 9 |
4. FAIR VALUE MEASUREMENTS
Financial instruments are categorized as Level 1, Level 2 or Level 3 based upon the method by which their fair value is computed. An investment is categorized as Level 1 when its fair value is based on unadjusted quoted prices in active markets for identical assets that the Company has the ability to access at the measurement date. An investment is categorized as Level 2 if its fair market value is based on quoted market prices for similar assets in active markets, quoted prices for identical or similar assets in markets that are not active, based on observable inputs such as interest rates, yield curves, or derived from or corroborated by observable market data by correlation or other means. An investment is categorized as Level 3 if its fair value is based on assumptions developed by the Company about what a market participant would use in pricing the assets.
The following table details the fair value measurements of the Company’s financial assets:
| Fair Value Measurement at March 30, 2024 Using: | ||||||||||||||||
| Total | Level 1 | Level 2 | Level 3 | |||||||||||||
| Cash equivalents | $ | $ | $ | $ | ||||||||||||
| U.S. Government and agency backed securities | ||||||||||||||||
| Certificates of deposit | ||||||||||||||||
| Equity Investments | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Fair Value Measurement at December 30, 2023 Using: | ||||||||||||||||
| Total | Level 1 | Level 2 | Level 3 | |||||||||||||
| Cash equivalents | $ | $ | $ | $ | ||||||||||||
| U.S. Government and agency backed securities | ||||||||||||||||
| Certificates of deposit | ||||||||||||||||
| Equity Investments | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate fair value because of their short-term nature. If accrued liabilities were carried at fair value, these would be classified as Level 2 in the fair value hierarchy.
Marketable Debt Securities
Corporate debt consists of floating rate notes with a maturity that may be over multiple years but has interest rates that are reset every three months. The Company validates the fair market values of the financial instruments above by using discounted cash flow models, obtaining independent pricing of the securities or through the use of a model that incorporates the three-month interest rate, the credit default swap rate of the issuer and the bid and ask price spread of the same or similar investments which are traded on several markets.
Equity Investments
The
Company has an investment in RealWear Inc. (RealWear) which had been valued at $
The equity investments categorized as Level 1 at March 30, 2024 were the Company’s equity investments in publicly traded companies that met the categorization requirements for Level 1 classification.
| 10 |
5. ACCOUNTS RECEIVABLE, NET
Accounts receivable consisted of the following:
| March 30, 2024 | December 30, 2023 | |||||||
| Accounts receivable | $ | $ | ||||||
| Less — allowance for credit losses | ( | ) | ( | ) | ||||
| Total | $ | $ | ||||||
Changes to the allowance for credit losses for the three months ended March 30, 2024 were as follows:
| Balance, December 30, 2023 | $ | |||
| Additions | ||||
| Write-offs | $ | ( | ) | |
| Balance, March 30, 2024 | $ |
6. INVENTORY
Inventories are stated at standard cost adjusted to approximate the lower of cost (first-in, first-out method) or net realizable value and consist of the following at March 30, 2024 and December 30, 2023:
| March 30, 2024 | December 30, 2023 | |||||||
| Raw materials | $ | $ | ||||||
| Work-in-process | ||||||||
| Finished goods | ||||||||
| Total | $ | $ | ||||||
Basic net loss per share is computed using the weighted-average number of shares of common stock outstanding during the period less any unvested restricted shares. Diluted net loss per share is calculated using weighted-average shares outstanding and contingently issuable shares, less weighted-average shares reacquired during the period. The net outstanding shares are adjusted for the dilutive effect of shares issuable upon the assumed conversion of the Company’s common stock equivalents, which consist of unvested restricted stock.
| Three months ended | Three months ended | |||||||
| March 30, 2024 | April 1, 2023 | |||||||
| Non-vested restricted common stock | ||||||||
| 11 |
Registered sale of equity securities
During
the three months ended March 30, 2024, the Company sold
shares of common stock for gross proceeds of $
On
January 27, 2023, the Company sold shares of common stock and pre-funded warrants to purchase up to
Non-Vested Restricted Common Stock
The fair value of non-vested restricted common stock awards is generally the market value of the Company’s common stock on the date of grant. The non-vested restricted common stock awards require the employee to fulfill certain obligations, including remaining employed by the Company for one, two or four years (the vesting period) and in certain cases also require meeting either performance criteria or the Company’s stock achieving a certain price. For non-vested restricted common stock awards that solely require the recipient to remain employed with the Company, the stock compensation expense is amortized over the anticipated service period. For non-vested restricted common stock awards that require the achievement of performance criteria, the Company reviews the probability of achieving the performance goals on a periodic basis. If the Company determines that it is probable that the performance criteria will be achieved, the amount of compensation cost derived for the performance goal is amortized over the anticipated service period. If the performance criteria are not met, no compensation cost is recognized and any previously recognized compensation cost is reversed.
The Company granted and restricted stock units to its employees, executives and the Board of Directors in the three months ended March 30, 2024 and April 1, 2023, respectively. The shares will vest upon the successful achievement of certain fiscal year 2024 milestones. The fair value of the restricted stock units was based on the fair market value of the Company’s stock on the date of grant. The time-based shares are expensed over the service period and the milestone-based shares are expensed based upon the probability of achievement.
Restricted stock activity for the three month period ended March 30, 2024 was as follows:
| Shares | Weighted Average Grant Fair Value | |||||||
| Balance, December 30, 2023 | $ | |||||||
| Granted | ||||||||
| Forfeited | ||||||||
| Vested | ( | ) | ||||||
| Balance, March 30, 2024 | $ | |||||||
| 12 |
Stock-Based Compensation
| Three Months Ended | Three Months Ended | |||||||
| March 30, 2024 | April 1, 2023 | |||||||
| Cost of product revenues | $ | $ | ||||||
| Research and development | ||||||||
| Selling, general and administrative | ||||||||
| Total | $ | $ | ||||||
Unrecognized compensation expense for non-vested restricted common stock as of March 30, 2024 totaled $ million and is expected to be recognized over a weighted average period of approximately .
9. ACCRUED WARRANTY
| Balance, December 30, 2023 | $ | |||
| Additions | ||||
| Claims | ( | ) | ||
| Balance, March 30, 2024 | $ |
Extended Warranties
| 13 |
10. INCOME TAXES
The
Company recorded a provision for income taxes of $
11. CONTRACT ASSETS AND LIABILITIES
Contract assets include unbilled amounts typically resulting from sales under contracts when the cost-to-cost method of revenue recognition is utilized and revenue recognized from customer arrangements, including licensing, exceeds the amount billed to the customer, and right to payment is not just subject to the passage of time. Amounts may not exceed their net realizable value. Contract assets are generally classified as current. The Company classifies the noncurrent portion of contract assets under Other assets in its condensed consolidated balance sheets.
Contract liabilities consist of advance payments and billings in excess of cost incurred and deferred revenue.
Net contract assets (liabilities) consisted of the following:
| March 30, 2024 | December 30, 2023 | $ Change | % Change | |||||||||||||
| Contract assets and unbilled receivables —current | $ | $ | $ | % | ||||||||||||
| Contract liabilities and billings in excess of revenues earned | ( | ) | ( | ) | ( | )% | ||||||||||
| Contract liabilities—noncurrent | ( | ) | ( | ) | ( | )% | ||||||||||
| Net contract assets | $ | $ | $ | % | ||||||||||||
The
$
In
the three months ended March 30, 2024, the Company recognized revenue of $
The Company did not recognize impairment losses on its contract assets in the three months ended March 30, 2024 or April 1, 2023.
Performance Obligations
The Company’s revenue recognition related to performance obligations that were satisfied at a point in time and over time were as follows:
| Three months ended | Three months ended | |||||||
| March 30, 2024 | April 1, 2023 | |||||||
| Point in time | % | % | ||||||
| Over time | % | % | ||||||
Remaining
performance obligations represent the transaction price of orders for which work has not been performed and excludes unexercised contract
options and potential orders under ordering-type contracts (e.g., indefinite-delivery, indefinite-quantity (“IDIQ”)). As
of March 30, 2024, the aggregate amount of the transaction price allocated to remaining performance obligations was $
| 14 |
12. LEASES
The Company enters into operating leases primarily for: real estate, including for manufacturing, engineering, research, administration and sales facilities, and information technology (“IT”) equipment. At March 30, 2024 and December 30, 2023, the Company did not have any finance leases. Approximately all of its future lease commitments, and related lease liability, relate to the Company’s real estate leases. Some of the Company’s leases include options to extend or terminate the lease.
The components of lease expense were as follows:
| Three months ended | Three months ended | |||||||
| March 30, 2024 | April 1, 2023 | |||||||
| Operating lease cost | $ | $ | ||||||
At March 30, 2024, the Company’s future lease payments under non-cancellable leases were as follows:
| 2024 (excluding the three months ended March 30, 2024) | $ | |||
| 2025 | ||||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| Total future lease payments | ||||
| Less imputed interest | ( | ) | ||
| Total | $ |
The Company’s lease liabilities recognized in the Company’s condensed consolidated balance sheet at March 30, 2024 were as follows:
| March 30, 2024 | ||||
| Operating lease liabilities–current | $ | |||
| Operating lease liabilities–noncurrent | ||||
| Total lease liabilities | $ | |||
Supplemental cash flow information related to leases was as follows:
| Three months ended | ||||
| March 30, 2024 | ||||
| Cash paid for amounts included in the measurement of operating lease liabilities | $ | |||
Other information related to leases was as follows:
| March 30, 2024 | ||||
| Weighted Average Discount Rate–Operating Leases | % | |||
| Weighted Average Remaining Lease Term–Operating Leases (in years) | ||||
| 15 |
13. SEGMENTS AND DISAGGREGATION OF REVENUE
The Company continually monitors and reviews its segment reporting structure in accordance with authoritative guidance to determine if any changes have occurred that would affect its reportable segments. The Company reports under one segment, as its Chief Executive Officer, who is its chief operating decision maker (“CODM”), reviews results on a total company basis.
Total long-lived assets by country at March 30, 2024 and December 30, 2023 were:
| Total Long-lived Assets (in thousands) | March 30, 2024 | December 30, 2023 | ||||||
| United States | $ | $ | ||||||
| United Kingdom | ||||||||
| Total | $ | $ | ||||||
The Company disaggregates its revenue from contracts with customers by geographic location and by display application, as it believes this best depicts how the nature, amount, timing and uncertainty of its revenue and cash flows are affected by economic factors.
During the three months ended March 30, 2024 and April 1, 2023, the Company derived its sales from the following geographies:
| March 30, 2024 | April 1, 2023 | |||||||||||||||
| (In thousands, except percentages) | Revenue | % of Total | Revenue | % of Total | ||||||||||||
| United States | $ | % | $ | % | ||||||||||||
| Other Americas | ||||||||||||||||
| Total Americas | ||||||||||||||||
| Asia – Pacific | ||||||||||||||||
| Europe | ||||||||||||||||
| Total Revenues | $ | % | $ | % | ||||||||||||
During the three months ended March 30, 2024 and April 1, 2023, the Company derived its sales from the following display applications:
| (In thousands) | March 30, 2024 | April 1, 2023 | ||||||
| Defense | $ | $ | ||||||
| Industrial | ||||||||
| Consumer | ||||||||
| R&D | ||||||||
| License and royalties | ||||||||
| Total Revenues | $ | $ | ||||||
| 16 |
14. LITIGATION
The Company may engage in legal proceedings arising in the ordinary course of business. Claims, suits, investigations and proceedings are inherently uncertain and it is not possible to predict the ultimate outcome of such matters and its business, financial condition, results of operations or cash flows could be affected in any particular period.
BlueRadios, Inc. v. Kopin Corporation, Civil Action No. 16-02052-JLK (D. Col.):
On August 12, 2016, BlueRadios, Inc. (“BlueRadios”) filed a complaint in the U.S. District Court for the District of Colorado, alleging that the Company breached a contract between it and BlueRadios concerning an alleged joint venture between the Company and BlueRadios to design, develop and commercialize micro-display products with embedded wireless technology referred to as “Golden-i” breached the covenant of good faith and fair dealing associated with that contract, breached its fiduciary duty to BlueRadios, and misappropriated trade secrets owned by BlueRadios in violation of Colorado law (C.R.S. § 7-74-104(4)) and the Defend Trade Secrets Act (18 U.S.C. § 1836(b)(1)). BlueRadios further alleges that the Company was unjustly enriched by its alleged misconduct, BlueRadios is entitled to an accounting to determine the amount of profits obtained by the Company as a result of its alleged misconduct, and the inventorship on at least ten patents or patent applications owned by the Company need to be corrected to list BlueRadios’ employees as inventors and thereby list BlueRadios as co-assignees of the patents. BlueRadios seeks monetary, declaratory, and injunctive relief, including for alleged non-payment of engineering retainer fees.
On
October 11, 2016, the Company filed its Answer and Affirmative Defenses. The parties completed expert depositions on November 15,
2019. On December 2, 2019, the Company filed a Motion for Partial Summary Judgment requesting the Court dismiss counts 2-7 in their
entirety and counts 1 and 8 in part. BlueRadios also filed a Motion for Partial Summary Judgment alleging it is the co-owner of U.S.
Patent No. 8,909,296. Responses to the Motions for Partial Summary Judgment were filed on January 15, 2020, and replies were filed
on February 19, 2020. On September 25, 2020, the Court denied BlueRadios’ Motion for Partial Summary Judgment. On August 3,
2022, the Court granted the Company’s Motion for Partial Summary Judgment by dismissing counts 3, 6, 7, punitive damages under
count 2, and count 8 as it relates to patent applications, and denying the motion as it relates to counts 1, 4, and 5, and the
remainder of counts 2 and 8. The Court also ordered discovery reopened for certain limited purposes. A trial date was set by the
Court for January 22 – February 5, 2024 but then re-scheduled for March 20-April 16.
15. RELATED PARTY TRANSACTIONS
The Company may from time to time enter into agreements with stockholders, affiliates and other companies engaged in certain aspects of the display, electronics, optical and software industries as part of its business strategy. In addition, the wearable computing product market is relatively new and there may be other technologies the Company needs to purchase from affiliates to enhance its product offering.
On
January 5, 2023, the Company entered into a Technology License Agreement and an Asset Purchase Agreement (the “LST Agreements”)
with Lightning Silicon Technology, Inc. (“LST”). Pursuant to the LST Agreements, the Company issued a license to LST for
certain technology associated with its Organic Light Emitting Technology, transferred in-process development contracts with two customers
and accounts receivables that the Company had previously determined were not collectible. The technology license agreement provides for
Kopin to transfer certain patents to LST if LST achieves certain milestones, however upon transfer Kopin will receive a license to the
technology. To the extent LST makes improvements to the technology licensed from Kopin, Kopin will receive a license for these improvements
for certain markets. Kopin is not obligated to provide any additional funding support to LST. As consideration for the transaction, the
Company received common shares representing a
During the three-month periods ended March 30, 2024 and April 1, 2023, the Company had the following transactions with related parties:
| Three months ended | Three months ended | |||||||||||||||
| March 30, 2024 | April 1, 2023 | |||||||||||||||
| Sales | Purchases | Sales | Purchases | |||||||||||||
| RealWear, Inc. | $ | $ | $ | $ | ||||||||||||
| HMDmd, Inc. | ||||||||||||||||
| Vuzix Corp | ||||||||||||||||
| Lightning Silicon Technology, Inc. | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
At March 30, 2024 and December 30, 2023, the Company had the following receivables and payables with related parties:
| March 30, 2024 | December 30, 2023 | |||||||||||||||
| Receivables | Payables | Receivables | Payables | |||||||||||||
| RealWear, Inc. | $ | $ | $ | $ | ||||||||||||
| HMDmd, Inc. | ||||||||||||||||
| Solos Technology | ||||||||||||||||
| Vuzix Corp | ||||||||||||||||
| Lightning Silicon Technology, Inc. | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
| 17 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward Looking Statements
This Quarterly Report on Form 10-Q contains 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,” “anticipates,” “intends,” “plans,” “believes,” “could,” “would,” “seeks,” “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 report, except as may otherwise be required by the federal securities laws.
We have identified the following important factors that could cause actual results to differ materially from those discussed in our forward-looking statements. Such factors may be in addition to the risks 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 for the fiscal year ended December 30, 2023. These factors include: our ability to source semiconductor components and other raw materials used in the manufacturing of our products; our ability to prosecute and defend our proprietary technology aggressively or successfully; our ability to retain personnel with experience and expertise relevant to our business; our ability to invest in research and development to achieve profitability even during periods when we are not profitable; our ability to continue to introduce new products in our target markets; our ability to generate revenue growth and positive cash flow, and reach profitability; the strengthening of the U.S. dollar and its effects on the price of our products in foreign markets; the impact of new regulations and customer demands relating to conflict minerals; our ability to obtain a competitive advantage in the wearable technologies market through our extensive portfolio of patents, trade secrets and non-patented know-how; our ability to grow within our targeted markets; the importance of small form factor displays in the development of defense, consumer, and industrial products such as thermal weapon sights, safety equipment, virtual and augmented reality gaming, training and simulation products and metrology tools; the suitability of our properties for our needs for the foreseeable future; our expectation not to pay cash dividends for the foreseeable future and to retain earnings for the development of our businesses; our need to achieve and maintain positive cash flow and profitability; and our expectation that if we do not achieve and maintain positive cash flow and profitability; our financial condition will ultimately be materially adversely affected, and we will be required to reduce expenses, including our investments in research and development or raise additional capital and our ability to support our operations and capital needs for at least the next twelve months through our available cash resources.
Overview
We are a leading developer, manufacturer and seller of miniature displays and optical lenses (our “components”) for sale as individual displays, components, modules or higher-level subassemblies. We also license our intellectual property through technology license agreements. Our component products are used in highly demanding high-resolution portable defense, enterprise and consumer electronic applications, training and simulation equipment and 3D metrology equipment. Our products enable our customers to develop and market an improved generation of products for these target applications.
| 18 |
The following discussion should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended December 30, 2023 and our unaudited condensed consolidated financial statements included in this Form 10-Q.
Results of Operations
Our interim period results of operations and period-to-period comparisons of such results may not be indicative of our future operating results. Additionally, we use a fiscal calendar, that may result in differences in the number of workdays in the current and comparable prior interim periods and could affect period-to-period comparisons. The following discussion of comparative results of operations among periods should be viewed in this context.
Revenues. For the three months ended March 30, 2024 and April 1, 2023, our revenues by display application, which include product sales and amounts earned from research and development contracts (“R&D”), were as follows:
| Three months ended | Three months ended | |||||||
| (In thousands) | March 30, 2024 | April 1, 2023 | ||||||
| Defense | $ | 8,233 | $ | 6,420 | ||||
| Industrial | 768 | 925 | ||||||
| Consumer | 25 | 310 | ||||||
| R&D | 900 | 2,896 | ||||||
| License and royalties | 107 | 207 | ||||||
| Total Revenues | $ | 10,033 | $ | 10,758 | ||||
Sales of our products for Defense applications include systems used by the military both in the field and for training and simulation. The increase in Defense applications revenues in the three months ended March 30, 2024 as compared to the three months ended April 1, 2023 was primarily due to an increase in revenues from products used in thermal weapon sights partially offset by lower revenues from sales of products used in pilot helmets.
Industrial applications revenue represents customers who purchase our display products for use in 3D metrology equipment and headsets used for applications in manufacturing, distribution, and public safety. Our 3D metrology customers are primarily located in Asia and sell to Asian contract manufacturers who use the 3D metrology machines for quality control purposes. The decrease in Industrial applications revenues for the three months ended March 30, 2024 as compared to the three months ended April 1, 2023 was primarily due to a decline in sales of products for 3D metrology.
Our displays for Consumer applications are used primarily in thermal imaging products in recreational rifles and hand-held scopes. The decrease in Consumer applications revenues for the three months ended March 30, 2024 as compared to the three months ended April 1, 2023 was primarily due to a decrease in sales for hand-held thermal imagers.
R&D revenues decreased in the three months ended March 30, 2024 as compared to the three months ended April 1, 2023 primarily due to decreases in funding for U.S. defense programs. Included in R&D revenues for the three months ended April 1, 2023 is approximately $400,000 related to OLED development programs with customers.
International revenues represented 9% and 16% of total revenues for the three months ended March 30, 2024 and April 1, 2023, respectively. We categorize our revenues as either domestic or international based upon the delivery destination of our product. For example, if the customer is located in Asia or if a U.S. customer has its Asian contract manufacturer order product from us and we deliver the product to Asia, then we categorize both these sales as international. In addition, if we earn royalties on sales from a customer, the royalties are categorized as domestic or international based on how the product revenues are categorized. The decrease in international revenues was a result of a decrease in sales of our OLED products and our display products for 3D metrology applications. Our international sales are primarily denominated in U.S. currency. Consequently, a strengthening of the U.S. dollar could increase the price in local currencies of our products in foreign markets and make our products relatively more expensive than competitors’ products that are denominated in local currencies, which could lead to a reduction in sales or profitability in those foreign markets. We have not taken any protective measures against exchange rate fluctuations, such as purchasing hedging instruments with respect to such fluctuations, because of the historically stable exchange rate between the British Pound Sterling (the functional currency of our U.K. subsidiary) and the U.S. dollar. Foreign currency translation impact on our results, if material, is described in further detail under “Item 3. Quantitative and Qualitative Disclosures About Market Risk” section below.
| 19 |
Cost of Product Revenues. Cost of product revenues, which is comprised of materials, labor and manufacturing overhead related to the production of our products for the three months ended March 30, 2024 and April 1, 2023 were as follows:
| Three Months Ended | Three Months Ended | |||||||
| (In thousands, except for percentages) | March 30, 2024 | April 1, 2023 | ||||||
| Cost of product revenues | $ | 8,542 | $ | 6,624 | ||||
| Cost of product revenues as a % of net product revenues | 95 | % | 87 | % | ||||
The increase in cost of product revenue as a percent of net product revenues for the three months ended March 30, 2024 as compared to the three months ended April 1, 2023 was due to an increase in excess and obsolete reserves.
During 2023, our manufacturing was impacted by a shortage of several semiconductor components from our normal vendors that are necessary to manufacture our products. For some components we were able to identify and use other sources for the components but for some components primarily used in defense related products, we were not able to avail ourselves of alternate components because their use would have required a requalification of our product by our customer. While the shortage of certain semiconductor components situation has improved, occasional disruptions do occur which may impact our ability to ship product.
Research and Development. R&D expenses are incurred in support of internal display development programs and programs funded by agencies or prime contractors of the U.S. Government and commercial partners. R&D costs include staffing, purchases of materials and laboratory supplies, circuit design costs, fabrication and packaging of display products, and overhead. In fiscal year 2024, we expect our R&D expenditures to be related to our display products, overlay weapon sights and OLED display technologies. Funded and internal R&D expenses are combined in research and development expenses in the condensed consolidated statement of operations. R&D expenses for the three months ended March 30, 2024 and April 1, 2023 were as follows:
| Three Months Ended | Three Months Ended | |||||||
| (In thousands) | March 30, 2024 | April 1, 2023 | ||||||
| Funded | $ | 821 | $ | 1,640 | ||||
| Internal | 1,280 | 672 | ||||||
| Total research and development expense | $ | 2,101 | $ | 2,312 | ||||
Funded R&D expense for the three months ended March 30, 2024 decreased as compared to the three months ended April 1, 2023 primarily due to decreased spending on U.S. defense programs and programs previously in development are transitioning into production. Internal R&D expense increased due to an increase in process improvements.
Selling, General and Administrative. Selling, general and administrative (“S,G&A”) expenses consist of the expenses incurred by our sales and marketing personnel and related expenses, and administrative and general corporate expenses. S,G&A expenses for the three months ended March 30, 2024 and April 1, 2023 were as follows:
| Three Months Ended | Three Months Ended | |||||||
| (In thousands, except for percentages) | March 30, 2024 | April 1, 2023 | ||||||
| Selling, general and administration expense | $ | 7,232 | $ | 4,648 | ||||
| Selling, general and administration expense as a % of revenues | 72 | % | 43 | % | ||||
| 20 |
S,G&A increased for the three months ended March 30, 2024 as compared to the three months ended April 1, 2023 primarily due to an increase in legal fees of $2.5 million, professional fees of approximately $0.2 million, marketing expenses of $0.2 million and stock based compensation of $0.2 million, partially offset by a decrease in credit loss expense of $0.5 million.
Litigation damages. Litigation damages were accrued as a result of the April 22, 2024 jury verdict that was entered against the Company awarding approximately $5.1 million in damages as well as recommending $19.7 million in disgorgement and exemplary damages.
Other Income, net. Other income, net, is primarily composed of interest income, foreign currency transactions, gains on fair value recording of investments and remeasurement gains and losses incurred by our U.K.-based subsidiary and other non-operating income items. Other income, net, for the three months ended March 30, 2024 and April 1, 2023 were as follows:
| Three Months Ended | Three Months Ended | |||||||
| (In thousands) | March 30, 2024 | April 1, 2023 | ||||||
| Other income, net | $ | 93 | $ | 237 | ||||
During the three months ended March 30, 2024 and April 1, 2023, we recorded foreign currency losses of less than $0.1 million.
Tax Provision. We recorded a provision for income taxes of $0.0 and less than $0.1 million in the three months ended March 30, 2024 and April 1, 2023, respectively.
Net Loss. We incurred a net loss of $32.5 million during the three months ended March 30, 2024 compared to a net of $2.6 million during the three months ended April 1, 2023. The increase in the net loss during the three months ended March 30, 2024 compared to the three months ended April 1, 2023 was primarily due to litigation damages and legal fees.
Liquidity and Capital Resources
At March 30, 2024 and December 30, 2023, we had cash and cash equivalents, restricted cash, and marketable securities of $21.8 million and $17.9 million, respectively, and working capital of $(0.5) million and $24.0 million, respectively. The change in cash and cash equivalents and marketable securities was primarily due to cash used in operations of $3.1 million partially offset by the sale of common stock of $7.2 million. Our cash and cash equivalents and liquidity could be adversely affected by any amounts that become payable in connection with any adverse results from any litigation we are, or may become, involved in.
During the three months ended March 30, 2024, the Company sold 3,080,000 shares of common stock for gross proceeds of $7,466,755 (average of $2.42 per share) before deducting broker expenses paid by us of approximately $0.2 million, pursuant to the Company’s then effective At-The-Market Equity Offering Sales Agreement, dated as of March 5, 2021 (the “ATM Agreement”) with Stifel, Nicolaus & Company, Incorporated (“Stifel”), as agent. The ATM Agreement terminated in the three months ended March 30, 2024.
The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred net losses of $19.6 million and net cash outflows from operations of $15.3 million for the fiscal year ended 2023. The Company incurred a net loss of $32.5 million for the three months ended March 30, 2024 and net cash outflows from operations of $3.1 million. In addition, the Company has experienced a significant decline in its cash and cash equivalents and marketable debt securities over the last several years, which was primarily a result of funding operating losses. As described in Note 14 Litigation, on April 22, 2024, a jury verdict was entered against the Company awarding approximately $5.1 million in damages as well as recommending $19.7 million in disgorgement and exemplary damages. While no final judgment has been issued by the Court, the Court will take that recommendation under advisement and will rule in its final judgment on the final amount after briefing on the issues. The Company plans to argue that the damages, disgorgement and exemplary damages should be reduced or eliminated. The Company is also considering the appeal of any award in a final judgment. The Company had $21.8 million of cash and cash equivalents, restricted cash, and marketable debt securities at March 30, 2024.
The Company has historical and current negative cash flow from operations and limited liquidity resources. The Company’s current strategy is to continue to invest in its business and raise additional capital through financing activities that may include public offerings and private placements of our common stock, preferred stock offerings, collaborations and licensing arrangements and issuances of debt and convertible debt instruments. Until such time that additional capital can be raised, the Company plans to strategically manage its uncommitted spend, execute its priorities and implement cost saving measures to reduce research and development and general and administrative expenditures which could include minimizing staff costs. The Company may also sell assets and look at other strategic alternatives. There are inherent uncertainties associated with fundraising activities and activities to manage our uncommitted spending and the successful execution of these activities may not be within the Company’s control. There are no assurances that such additional funding will be obtained and that the Company will succeed in its future operations. If the Company is unable to achieve positive cash flows and profitability in the foreseeable future or cannot successfully raise additional capital and implement its strategic plan, its liquidity, financial condition and business prospects will be materially and adversely affected. Unless the recommended disgorgement and exemplary damages are significantly reduced or eliminated in the final order, there is substantial doubt about the Company’s ability to continue as a going concern.
Cash and cash equivalents and marketable debt securities held in U.S. dollars at March 30, 2024 and December 30, 2023 were as follows:
| March 30, 2024 | December 30, 2023 | |||||||
| Domestic locations | $ | 21,723,710 | $ | 17,725,979 | ||||
| International locations | 341 | 95,547 | ||||||
| Subtotal cash and cash equivalents marketable debt securities held in U.S. dollars | 21,724,051 | 17,821,526 | ||||||
| Cash and cash equivalents held in other currencies and converted to U.S. dollars | 85,791 | 81,159 | ||||||
| Total cash and cash equivalents and marketable debt securities | $ | 21,809,842 | $ | 17,902,685 | ||||
We have no plans to repatriate the cash and cash equivalents held in our foreign subsidiary Forth Dimension Displays, Ltd. (“FDD”), and, as such, we have not recorded any deferred tax liability with respect to such cash.
We expect to expend between $1.0 million and $2.0 million on capital expenditures in 2024.
| 21 |
Item 3. Quantitative and Qualitative Disclosures about Market Risk
We invest our excess cash in high-quality U.S. Government, government-backed (e.g., Fannie Mae, FDIC guaranteed bonds and certificates of deposit) and corporate debt instruments, which bear lower levels of relative risk. We believe that the effect, if any, of reasonably possible near-term changes in interest rates on our financial position, results of operations and cash flows should not be material to our cash flows or income. It is possible that interest rate movements would increase our unrealized gain or loss on debt securities. We are exposed to changes in foreign currency exchange rates primarily through our translation of our foreign subsidiaries’ financial position, results of operations, and transaction gains and losses as a result of non-U.S. dollar denominated cash flows related to business activities in Europe, and remeasurement of U.S. dollars to the British pound, the functional currency of our U.K. subsidiaries. We are also exposed to the effects of exchange rates in the purchase of certain raw materials, which are in U.S. dollars, but the price on future purchases is subject to change based on the relationship of the Japanese yen to the U.S. dollar. We do not currently hedge our foreign currency exchange rate risk. We estimate that any market risk associated with our international operations or investments is unlikely to have a material adverse effect on our business, financial condition or results of operation. Our portfolio of marketable debt securities is subject to interest rate risk although our intent is to hold securities until maturity. The credit rating of our investments may be affected by the underlying financial health of the guarantors of our investments. We use silicon wafers but do not enter into forward or futures hedging contracts to mitigate against risks related to the price of silicon.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As of March 30, 2024, the Company conducted an evaluation under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer (its principal executive officer and principal financial officer, respectively) regarding the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of March 30, 2024, as defined in Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The term “disclosure controls and procedures” means controls and other procedures that are designed to ensure that information required to be disclosed by the Company in reports that we file or submit under the Exchange Act are recorded, processed, summarized and reported within the requisite time periods and that such disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in the reports that we file or submit under the Exchange Act are accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, our management concluded that, as of March 30, 2024, our disclosure controls and procedures were effective in ensuring that material information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, including ensuring that such material information is accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There have been no changes in the Company’s internal control over financial reporting that occurred during the quarter ended March 30, 2024 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
| 22 |
Part II. OTHER INFORMATION
Item 1. Legal Proceedings
The Company may engage in legal proceedings arising in the ordinary course of business. Claims, suits, investigations and proceedings are inherently uncertain and it is not possible to predict the ultimate outcome of such matters and our business, financial condition, results of operations or cash flows could be affected in any particular period.
BlueRadios, Inc. v. Kopin Corporation, Civil Action No. 16-02052-JLK (D. Col.):
On August 12, 2016, BlueRadios, Inc. (“BlueRadios”) filed a complaint in the U.S. District Court for the District of Colorado, alleging that the Company breached a contract between it and BlueRadios concerning an alleged joint venture between the Company and BlueRadios to design, develop and commercialize micro-display products with embedded wireless technology referred to as “Golden-i” breached the covenant of good faith and fair dealing associated with that contract, breached its fiduciary duty to BlueRadios, and misappropriated trade secrets owned by BlueRadios in violation of Colorado law (C.R.S. § 7-74-104(4)) and the Defend Trade Secrets Act (18 U.S.C. § 1836(b)(1)). BlueRadios further alleges that the Company was unjustly enriched by its alleged misconduct, BlueRadios is entitled to an accounting to determine the amount of profits obtained by the Company as a result of its alleged misconduct, and the inventorship on at least ten patents or patent applications owned by the Company need to be corrected to list BlueRadios’ employees as inventors and thereby list BlueRadios as co-assignees of the patents. BlueRadios seeks monetary, declaratory, and injunctive relief, including for alleged non-payment of engineering retainer fees.
On October 11, 2016, the Company filed its Answer and Affirmative Defenses. The parties completed expert depositions on November 15, 2019. On December 2, 2019, the Company filed a Motion for Partial Summary Judgment requesting the Court dismiss counts 2-7 in their entirety and counts 1 and 8 in part. BlueRadios also filed a Motion for Partial Summary Judgment alleging it is the co-owner of U.S. Patent No. 8,909,296. Responses to the Motions for Partial Summary Judgment were filed on January 15, 2020, and replies were filed on February 19, 2020. On September 25, 2020, the Court denied BlueRadios’ Motion for Partial Summary Judgment. On August 3, 2022, the Court granted the Company’s Motion for Partial Summary Judgment by dismissing counts 3, 6, 7, punitive damages under count 2, and count 8 as it relates to patent applications, and denying the motion as it relates to counts 1, 4, and 5, and the remainder of counts 2 and 8. The Court also ordered discovery reopened for certain limited purposes. A trial date was set by the Court for January 22 – February 5, 2024 but then re-scheduled for March 20-April 16. On Monday, April 22, 2024, after a four week trial, a jury verdict was entered finding for BlueRadios and awarding approximately $5.1 million in damages as well as recommending $19.7 million in disgorgement and exemplary damages. While no final judgment has been issued by the Court, the Court will take that recommendation under advisement and will rule in its final judgment on the final amount after briefing on the issues. The Company plans to argue that the disgorgement and exemplary damages should be reduced. Briefing on those issues should conclude in June, 2024. The Company understands that the plaintiff plans to seek additional amounts, including pre-judgment interest and attorneys’ fees as well as equitable remedies. The Company is currently considering an appeal of any final judgment.
| 23 |
Item 1A. Risk Factors
Our business and financial results are subject to numerous risks and uncertainties. As a result, the risks and uncertainties discussed in Part I, Item 1A. Risk Factors in our 2023 Annual Report on Form 10-K should be carefully considered. There have been no material changes in the assessment of our risk factors from those set forth in our Annual Report on Form 10-K for the fiscal year ended December 30, 2023.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
We did not sell any securities during the three months ended March 30, 2024 that were not registered under the Securities Act.
Item 6. Exhibits
| * | Submitted electronically herewith |
| ** | Furnished and not filed herewith |
Attached as Exhibit 101 to this report are the following formatted in XBRL (Extensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets at March 30, 2024 (Unaudited) and December 30, 2023, (ii) Condensed Consolidated Statements of Operations (Unaudited) for the three months ended March 30, 2024 and April 1, 2023, (iii) Condensed Consolidated Statement of Comprehensive Loss (Unaudited) for the three months ended March 30, 2024 and April 1, 2023, (iv) Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) for the three months ended March 30, 2024 and April 1, 2023, (v) Condensed Consolidated Statements of Cash Flows (Unaudited) for the three months ended March 30, 2024 and April 1, 2023, and (vi) Notes to Unaudited Condensed Consolidated Financial Statements.
| 24 |
SIGNATURES
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 thereunto duly authorized.
| KOPIN
CORPORATION (Registrant) | ||
| Date: May 14, 2024 | By: | /S/ MICHAEL MURRAY |
| Michael Murray | ||
| President, Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| Date: May 14, 2024 | By: | /S/ RICHARD A. SNEIDER |
| Richard A. Sneider | ||
| Treasurer and Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) | ||
| 25 |
Exhibit 10.1
EXECUTION VERSION
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between Kopin Corporation (the “Company”) and Michael Murray (the “Executive”) as of April 5, 2024 (“Effective Date”).
WHEREAS, the Company desires to continue to employ the Executive, and the Executive desires to continue to serve in such capacity on behalf of the Company on the terms and conditions set forth herein.
WHEREAS, the Company and the Executive are parties to an offer letter dated July 14, 2022 (“Offer Letter”), and this Agreement supersedes and replaced the Offer Letter in its entirety, effective as of the Effective Date.
NOW, THEREFORE, in consideration of the promises and of the mutual covenants and agreements hereinafter set forth, the Company and the Executive hereby agree as follows:
1. Employment.
(a) Term. This Agreement is effective on the Effective Date and has no specific expiration date. Unless terminated or amended in writing by the parties, this Agreement will govern the Executive’s continued employment by the Company until that employment ceases in accordance with Sections 6, 7, 8, 9, 10 or 11 hereof. The period commencing on the Effective Date and ending on the date on which the term of this Agreement terminates is referred to herein as the “Term.” The Executive understands and acknowledges that the Executive’s employment with the Company constitutes “at-will” employment, and the Executive’s employment may be terminated at any time, with or without cause, by the Company or the Executive.
(b) Duties.
(i) During the Term, the Executive shall serve as the Chief Executive Officer of the Company, with duties, responsibilities, and authority commensurate therewith, and shall report to the Board of Directors of the Company (the “Board”). The Executive shall perform all duties and accept all responsibilities incident to such position as may be reasonably assigned to the Executive by the Board.
(ii) The Executive represents to the Company that the Executive is not subject to or a party to any employment agreement, noncompetition covenant, or other agreement that would be breached by, or prohibit the Executive from, executing this Agreement and performing fully the Executive’s duties and responsibilities hereunder.
(c) Best Efforts. During the Term, the Executive shall devote the Executive’s best efforts and full time and attention to promote the business and affairs of the Company and its affiliated entities, and may be engaged in other business activities only to the extent the Executive has received the prior written consent of the Board, which shall not be unreasonably withheld, and such activities do not materially interfere or conflict with the Executive’s obligations to the Company hereunder, including, without limitation, obligations pursuant to Section 15 below. The foregoing shall not be construed as preventing the Executive from (i) serving on civic, educational, philanthropic or charitable boards or committees and (ii) managing personal investments, so long as such activities are permitted under the Company’s code of conduct and employment policies and do not violate the provisions of Section 15 below.
(d) Principal Place of Employment. The Executive understands and agrees that the Executive’s principal place of employment will be in the Company’s offices located in Westborough, MA, and that the Executive will be required to travel for business in the course of performing the Executive’s duties for the Company.
2. Compensation.
(a) Base Salary. During the Term, the Company shall pay the Executive a base salary (“Base Salary”), at the annual rate of $495,000, which shall be paid in installments in accordance with the Company’s normal payroll practices. The Executive’s Base Salary shall be reviewed annually by the Board and may be increased from time to time as the Board deems appropriate (and may be decreased in connection with across-the-board salary reductions based on the Company’s financial performance similarly affecting all or substantially all senior management employees of the Company).
(b) Annual Bonus. The Executive shall be eligible to be awarded an annual cash bonus for each fiscal year during the Term, based on the establishment and attainment of individual and corporate performance goals and targets established by the Board in its sole discretion, after consultation with the Executive (“Annual Bonus”). The target amount of the Executive’s Annual Bonus for any fiscal year during the Term is 100% of the Executive’s annual Base Salary, and the maximum amount of the Executive’s Annual Bonus for any fiscal year during the Term is 150% of the Executive’s annual Base Salary. The actual Annual Bonus awarded, if any, may be more or less than the target amount, as determined by the Board in its reasonable discretion exercised in good faith following receipt of the Company’s audited financials for the fiscal year to which the Annual Bonus relates, but in no event will the actual Annual Bonus awarded exceed the maximum amount. The Board has the discretion to modify the performance goals and targets during the fiscal year to account for certain irregular, nonrecurring or one-time items in order to maintain alignment with shareholders’ interests in the Board’s reasonable discretion exercised in good faith. If any of the applicable performance goals are attained at less than 80% of target, the payout for the portion of the Annual Bonus attributable to that performance goal will be zero. If any of the applicable performance goals are attained at between 80% and 100% of target, the payout for the portion of the Annual Bonus attributable to that performance goal will be between 50% and 100% of target. If any of the applicable performance goals are attained at between 100% and 135% of target, the payout for the portion of the Annual Bonus attributable to that performance goal will be between 100% and 150% of target. Achievement between performance levels will be interpolated on a straight-line basis. Any Annual Bonus awarded shall be paid after the end of the fiscal year to which it relates, and on or before March 15 of the fiscal year immediately following the fiscal year to which the Annual Bonus relates; provided that the Executive must be employed in good standing on the date that the Executive’s Annual Bonus is paid, except as otherwise provided in Section 7, 10 or 11. An example of the Annual Bonus calculation for fiscal year 2024 is attached as Appendix A.
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(c) Equity Awards.
(i) General. The Executive is eligible to receive equity awards covering the Company’s common stock. As of the Effective Date, the Executive is no longer eligible to participate in the executive stock program applicable to other senior executives of the Company. Any equity award granted to the Executive must be approved by the Board and will be granted under, and pursuant to the terms of, the Company’s 2020 Equity Incentive Plan, as in effect from time to time, or a successor plan (the “Equity Plan”), and the Company’s standard award agreements. Notwithstanding any provision to the contrary in the Equity Plan or any applicable agreement (including this Agreement), and provided the Executive continues to be employed by the Company on the date of the Change of Control (as defined below), all outstanding equity awards held by the Executive immediately prior to the effective date of a Change of Control which vest based upon the Executive’s continued service over time shall accelerate, become fully vested and/or exercisable, as the case may be, immediately prior to the Change of Control, and all outstanding equity awards held by the Executive immediately prior to the Change of Control which vest based upon attainment of performance criteria shall vest based on target performance immediately prior to the Change of Control.
(ii) Time-Vested Grant. The Executive was granted 800,000 restricted stock units (“RSUs”) on September 6, 2022, which vest in equal installments on each of the first five anniversaries of the December 10, 2022. Accordingly, as of the effective date the first 160,000 RSUs have vested. The RSUs shall continue to vest in accordance with their terms, as modified by this Agreement.
(iii) 2026 Performance-Based Award. Subject to the Executive’s continued employment on the grant date, the Executive is eligible for a performance-based award with a target of 1,000,000 RSUs, which will vest based on attainment of corporate performance goals and targets established by the Board in its sole discretion, after consultation with the Executive and the Executive’s continued employment through December 31, 2026 (“2026 Performance-Based Equity Award”). The Board has the discretion to modify the performance goals and targets during the performance period to account for certain irregular, nonrecurring or one-time items in order to maintain alignment with shareholders’ interests in the Board’s sole discretion. If any of the applicable performance goals are attained at less than 80% of target, the number of RSUs earned for the portion of the 2026 Performance-Based Equity Award attributable to that performance goal will be zero. If any of the applicable performance goals are attained at between 80% and 100% of target, the number of RSUs earned for the portion of the 2026 Performance-Based Equity Award attributable to that performance goal will be between 50% and 100% of target. If any of the applicable performance goals are attained at between 100% and 120% of target, the number of RSUs earned for the portion of the 2026 Performance-Based Equity Award attributable to that performance goal will be between 100% and 120% of target. Performance achievement will be determined by the Board in its reasonable discretion exercised in good faith in 2027 based on the audited financials for fiscal year 2026, and in no event will the 2026 Performance-Based Equity Award be earned at greater than 120% of target. Performance between performance levels for financial goals will be interpolated on a straight-line basis. The Board has the discretion to grant the Executive an additional performance based equity award following the 2026 fiscal year. An example of the 2026 Performance-Based Equity Award calculation is attached as Appendix B.
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(iv) To the extent delegated by the Board or pursuant to applicable law, regulation or stock exchange rule, the Compensation Committee of the Board may take any actions of the Board pursuant to this Agreement.
3. Retirement and Welfare Benefits. During the Term, the Executive shall be eligible to participate in the Company’s health, life insurance, long-term disability, retirement and welfare benefit plans, and programs available to senior executives of the Company, pursuant to their respective terms and conditions. Nothing in this Agreement shall preclude the Company or any affiliate of the Company from terminating or amending any employee benefit plan or program from time to time after the Effective Date.
4. Paid Time-Off. During the Term, the Executive shall be eligible for paid time-off, in accordance with the Company’s paid time-off policy for senior executives, as may be in effect from time to time. Nothing in this Agreement shall preclude the Company or any affiliate of the Company from terminating or amending any paid time-off, sick time or holiday program from time to time.
5. Business Expenses. The Company shall reimburse the Executive for all necessary and reasonable travel (which does not include commuting) and other business expenses incurred by the Executive in the performance of the Executive’s duties hereunder in accordance with such policies and procedures as the Company may adopt generally from time to time for senior executives.
6. Termination without Cause or with Good Reason. The Company may terminate the Executive’s employment at any time without Cause or the Executive may terminate the Executive’s employment at any time for Good Reason (subject to the Good Reason Process (as defined below)). Upon termination by the Company without Cause or by the Executive with Good Reason, whether before or after the Change of Control Protection Period (as defined below), if the Executive executes and does not revoke a written Release (as defined below), the Executive shall be entitled to receive, in lieu of any payments under any severance plan or program for employees or executives, the following:
(a) The Company will pay the Executive an amount equal to six months of the Executive’s Base Salary at the rate in effect immediately prior to the termination date. Payment shall be made over the six-month period following the termination date in substantially equal installments in accordance with the Company’s normal payroll practices. Payment will begin within 60 days following the termination date, and any installments not paid between the termination date and the date of the first payment will be paid with the first payment.
(b) Provided that the Executive is eligible for and timely elects continuation coverage under COBRA, the Company will pay directly to the COBRA administrator the COBRA premiums required to maintain the Executive’s continued health care coverage under the Company’s group health plans that he participated in on the date of termination (“COBRA Payments”). The Company will pay the COBRA Payments for the period from the Executive’s termination date until the earliest to occur of (i) the end of the six-month period following the Executive’s termination date; (ii) the date the Executive becomes eligible for group health insurance coverage through a subsequent employer; or (iii) the date the Executive ceases to be eligible for COBRA coverage for any reason (each of the events described in (ii) or (iii) in this Section 6(b) shall be referred to herein as a “Disqualifying Event”). The Executive is required to notify the Company within five days of becoming aware that a Disqualifying Event has occurred or will occur. The COBRA health care continuation coverage period under section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”), shall run concurrently with the period during which the Company pays the COBRA Payments.
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(c) The Company shall pay any earned, accrued, and owing Base Salary up until the date of termination and any benefits accrued and due under any applicable benefit plans and programs of the Company (“Accrued Obligations”), regardless of whether the Executive executes or revokes the Release.
7. Change of Control Termination. Notwithstanding the foregoing upon termination by the Company without Cause or by the Executive with Good Reason on or within six months preceding or 15 months following a Change of Control (the “Change of Control Protection Period”), and provided that the Executive executes and does not revoke a written Release, then the Executive shall be entitled to receive, in lieu of any payments under Section 6 of this Agreement or any severance plan or program for employees or executives the following:
(a) The Company will pay the Executive an amount equal to 12 months of the Executive’s Base Salary at the rate in effect immediately prior to the termination date (but not less than $495,000 in the aggregate). Payment shall be made in a lump sum within 60 days following the termination date; provided that such payment shall be made in installments as set forth in Section 6(a) above over the 12-month period following the termination date if the Change of Control is not a “change in control event” as defined under section 409A of the Code and; provided further that in the event the Executive’s employment is terminated as described in this Section 7 on or within six months preceding the Change of Control, payments in installments as described in Section 6(a) shall commence in accordance with the terms of Section 6(a), and, effective upon the closing of the Change of Control, the Executive shall receive any additional amount in accordance with this Section 7(a), less the aggregate amount of installment payments already received by Executive as described in Section 6(a).
(b) Provided that the Executive is eligible for and timely elects continuation coverage under COBRA, the Company will pay the COBRA administrator the COBRA Payments for the period from the Executive’s termination date until the earliest to occur of (i) the end of the 12-month period following the Executive’s termination date or (ii) a Disqualifying Event. The Executive is required to notify the Company within five days of becoming aware that a Disqualifying Event has occurred or will occur. The COBRA health care continuation coverage period under section 4980B of the Code shall run concurrently with the period during which the Company pays the COBRA Payments.
(c) The Company will pay the Executive a prorated target Annual Bonus for the year in which the Executive’s termination of employment occurs, which amount will be determined by multiplying (i) the full-year target Annual Bonus for the year in which the Executive’s termination of employment occurs, by (ii) a fraction, the numerator of which is the number of days during which the Executive was employed by the Company in the fiscal year in which the termination date occurs and the denominator of which is 365. Such prorated target Annual Bonus shall be paid in a lump sum within 60 days following the termination date.
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(d) The Company shall pay any Accrued Obligations, regardless of whether the Executive executes or revokes the Release.
8. Cause. The Company may immediately terminate the Executive’s employment at any time for Cause upon written notice to the Executive, in which event all payments under this Agreement shall cease, except for any Accrued Obligations.
9. Voluntary Resignation without Good Reason. The Executive may voluntarily terminate employment without Good Reason upon 90 days’ prior written notice to the Company, subject to the Company’s right to suspend or relieve Executive of all duties, or to pay in lieu with respect to all or any portion of such notice period. In such event, after the effective date of such termination, no payments shall be due under this Agreement, except that the Executive shall be entitled to any Accrued Obligations.
10. Disability. If the Executive incurs a Disability during the Term, in accordance with applicable law, the Company may terminate the Executive’s employment on or after the date of Disability. If the Executive’s employment terminates on account of Disability, the Executive shall be entitled to receive any Accrued Obligations. In addition, provided the Executive executes and does not revoke a written Release, the Company will pay the Executive a prorated Annual Bonus for the year in which the Executive’s termination of employment occurs, which amount will be determined by multiplying (a) the full-year Annual Bonus that would otherwise have been payable to the Executive, based upon the achievement of the applicable performance goals, as determined by the Board in it sole discretion, by (b) a fraction, the numerator of which is the number of days during which the Executive was employed by the Company in the fiscal year in which the termination date occurs and the denominator of which is 365 (“Prorated Annual Bonus”). The Prorated Annual Bonus, if any, shall be paid after the end of the fiscal year to which it relates and on or before March 15 of the fiscal year immediately following the fiscal year to which the Prorated Annual Bonus relates. For purposes of this Agreement, the term “Disability” shall mean the Executive is eligible to receive long-term disability benefits under the Company’s long-term disability plan; provided that if the Executive is not covered under the Company’s long-term disability plan, “Disability” shall mean the Executive is unable to perform the essential functions of the job, with or without reasonable accommodation, by reason of any medically determinable physical or mental impairment that can be expected to last for a continuous period of not less than six months, subject to applicable law.
11. Death. If the Executive dies during the Term, the Executive’s employment shall terminate on the date of death and the Company shall pay any Accrued Obligations to the Executive’s executor, legal representative, administrator or designated beneficiary, as applicable. In addition, provided the Executive’s executor, legal representative, administrator or designated beneficiary, as applicable, executes and does not revoke a written Release, the Company will pay a Prorated Annual Bonus. The Prorated Annual Bonus, if any, shall be paid after the end of the fiscal year to which it relates, and on or before March 15 of the fiscal year immediately following the fiscal year to which the Prorated Annual Bonus relates. Otherwise, the Company shall have no further liability or obligation under this Agreement to the Executive’s executors, legal representatives, administrators, heirs or assigns or any other person claiming under or through the Executive.
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12. Resignation of Positions. Effective as of the date of any termination of employment for any reason, the Executive will be automatically deemed to resign from all Company-related positions, including as an officer and director of the Company and its parents, subsidiaries and affiliates, as applicable, and shall execute all documentation necessary to effectuate such resignation(s).
13. Definitions. For purposes of this Agreement, the following terms shall have the following meanings:
(a) “Cause” shall mean a reasonable determination by the Board in good faith that the Executive has (i) materially breached this Agreement or any confidentiality, non-solicitation, noncompetition or inventions assignment agreement or similar obligations with or to the Company; (ii) committed an act of fraud, embezzlement, theft or other unlawful act against the Company or involving its property or assets; (iii) engaged in conduct that causes, or is likely to cause, material damage to the property or reputation of the Company or any of its affiliates; (iv) continued to fail to perform satisfactorily the material duties of the Executive’s position (other than by reason of Disability); (v) conviction of, or written admission or plea of nolo contendere to, a felony or crime of moral turpitude; (vi) willfully contravened written instructions of the Board; or (vii) materially failed to comply with the Company’s code of conduct or employment policies. In order to terminate for Cause under subsections (i), (iii), (iv), (vi), or (vii) above (if the applicable condition is not willful misconduct and is curable, both as determined in the good faith discretion of the Board), the Company must provide notice to the Executive of the existence of the applicable condition described above within 30 calendar days of learning of the initial existence of the condition, upon the notice of which the Executive must be provided a period of 30 calendar days during which he may remedy the condition to the reasonable satisfaction of the Company exercising judgment in good faith. If the Executive timely remedies the condition, the Company may not terminate for Cause.
(b) A “Change of Control” shall be deemed to have occurred if:
(i) Any “person” (as such term is used in sections 13(d) and 14(d) of the Exchange Act) becomes a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than 50% of the voting power of the then outstanding securities of the Company; provided that a Change of Control shall not be deemed to occur as a result of a transaction in which the Company becomes a direct or indirect subsidiary of another Person and in which the stockholders of the Company, immediately prior to the transaction, will beneficially own, immediately after the transaction, shares of such other Person representing more than 50% of the voting power of the then outstanding securities of such other Person.
(ii) The consummation of (A) a merger or consolidation of the Company with another Person where, immediately after the merger or consolidation, the stockholders of the Company, immediately prior to the merger or consolidation, will not beneficially own, in substantially the same proportion as ownership immediately prior to the merger or consolidation, shares entitling such stockholders to more than 50% of all votes to which all stockholders of the surviving Person would be entitled in the election of directors, or where the members of the Board, immediately prior to the merger or consolidation, will not, immediately after the merger or consolidation, constitute a majority of the board of directors of the surviving Person or (B) a sale or other disposition of all or substantially all of the assets of the Company.
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(iii) A change in the composition of the Board over a period of 12 consecutive months or less such that a majority of the Board members ceases, by reason of one or more contested elections, or threatened election contests, for Board membership, to be comprised of individuals who either (A) have been Board members continuously since the beginning of such period or (B) have been elected or nominated for election as Board members during such period by at least a majority of the Board members described in clause (A) who were still in office at the time the Board approved such election or nomination.
(iv) The consummation of a complete dissolution or liquidation of the Company.
(c) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.
(d) “Good Reason” shall mean that Executive has complied with the Good Reason Process (hereinafter defined) following the occurrence of any of the following events: (i) a material diminution in the Executive’s Base Salary except for across-the-board salary reductions based on the Company’s financial performance similarly affecting all or substantially all senior management employees of the Company; (ii) an adverse change to Executive’s position or reporting relationship as set forth in Section 1(b), above; (iii) a material diminution of Executive’s responsibilities, duties, or authority; (iv) a material change in the geographic location at which the Executive must provide services to the Company under this Agreement (which, for purposes of this Agreement means a relocation of the headquarters of the Company at which Executive is principally employed to a location that increases the Executive’s commute to work by more than 30 miles; or (v) a material breach of this Agreement by the Company. “Good Reason Process” shall mean that (A) the Executive reasonably determines in good faith that a Good Reason condition has occurred; (B) the Executive notifies the Company in writing of the occurrence of the Good Reason condition within 90 days following the occurrence of such condition; (C) the Executive cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”), to remedy the condition; (D) notwithstanding such efforts, the Good Reason condition continues to exist; and (E) Executive terminates his employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.
(e) “Person” shall mean any natural person, corporation, limited liability company, partnership, trust, joint stock company, business trust, unincorporated association, joint venture, governmental authority or other legal entity of any nature whatsoever.
(f) “Release” shall mean a separation agreement and general release of any and all claims against the Company and all related parties with respect to all matters arising out of the Executive’s employment by the Company, and the termination thereof (other than claims for any entitlements under the terms of this Agreement or under any plans or programs of the Company under which the Executive has accrued and is due a benefit). The Release will be in a form acceptable to the Company, substantially similar to Appendix C, subject to any changes the Company reasonably deems necessary in good faith given any developments in applicable law.
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14. Taxes.
(a) Withholding. All payments under this Agreement shall be made subject to applicable tax withholding, and the Company shall withhold from any payments under this Agreement all federal, state, and local taxes as the Company is required to withhold pursuant to any law or governmental rule or regulation. The Executive shall bear all expense of, and be solely responsible for, all federal, state, and local taxes due with respect to any payment received under this Agreement
(b) COBRA Payments. In the event that, in the determination of the Company, the Company’s payment of COBRA Payments as described in Sections 6(b) or 7(b) above could reasonably be expected to subject the Company to liability for any tax or penalty under the Patient Protection and Affordable Care Act (as amended from time to time, the “ACA”) or could reasonably be expected to subject the Executive to adverse tax consequences under section 105(h) of the Code, or applicable regulations or guidance issued under the ACA or section 105(h) of the Code, the Company and the Executive will work together in good faith to restructure such benefit in a manner intended to result in a benefit that does not subject the Company to such liability or the Executive to such adverse tax consequences.
(c) Section 409A.
(i) This Agreement is intended to comply with section 409A of the Code, and its corresponding regulations, or an exemption thereto, and payments may only be made under this Agreement upon an event and in a manner permitted by section 409A of the Code, to the extent applicable. Severance benefits under this Agreement are intended to be exempt from section 409A of the Code under the “short-term deferral” exception, to the maximum extent applicable, and then under the “separation pay” exception, to the maximum extent applicable. Notwithstanding anything in this Agreement to the contrary, if required by section 409A of the Code, if the Executive is considered a “specified employee” for purposes of section 409A of the Code and if payment of any amounts under this Agreement is required to be delayed for a period of six months after separation from service pursuant to section 409A of the Code, payment of such amounts shall be delayed as required by section 409A of the Code, and the accumulated amounts shall be paid in a lump-sum payment within 10 days after the end of the six-month period. If the Executive dies during the postponement period prior to the payment of benefits, the amounts withheld on account of section 409A of the Code shall be paid to the personal representative of the Executive’s estate within 60 days after the date of the Executive’s death.
(ii) All payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service.” For purposes of section 409A of the Code, each payment hereunder shall be treated as a separate payment, and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the calendar year of a payment. Notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive’s designating the calendar year of payment of any amounts of deferred compensation subject to section 409A of the Code, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year.
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(iii) All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of section 409A of the Code, including, where applicable, the requirement that (A) any reimbursement be for expenses incurred during the period specified in this Agreement, (B) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a fiscal year not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other fiscal year, (C) the reimbursement of an eligible expense be made no later than the last day of the fiscal year following the year in which the expense is incurred, and (D) the right to reimbursement or in-kind benefits not be subject to liquidation or exchange for another benefit.
(d) Section 280G. In the event of a change in ownership or control under section 280G of the Code, if it shall be determined that any payment or distribution in the nature of compensation (within the meaning of section 280G(b)(2) of the Code) to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a “Payment”), would constitute an “excess parachute payment” within the meaning of section 280G of the Code, the aggregate present value of the Payments shall be reduced (but not below zero) to the Reduced Amount (defined below) if and only if the Accounting Firm (described below) determines that the reduction will provide the Executive with a greater net after-tax benefit than would no reduction. No reduction shall be made unless the reduction would provide the Executive with a greater net after-tax benefit. The determinations under this Section shall be made as follows:
(i) The “Reduced Amount” shall be an amount expressed in present value which maximizes the aggregate present value of Payments under this Agreement without causing any Payment under this Agreement to be subject to the Excise Tax (defined below), determined in accordance with section 280G(d)(4) of the Code. The term “Excise Tax” means the excise tax imposed under section 4999 of the Code, together with any interest or penalties imposed with respect to such excise tax.
(ii) Payments under this Agreement shall be reduced on a nondiscretionary basis in such a way as to minimize the reduction in the economic value deliverable to the Executive. Where more than one payment has the same value for this purpose and they are payable at different times, they will be reduced on a pro rata basis.
(iii) All determinations to be made under this Section shall be made by an independent certified public accounting firm selected by the Company and agreed to by the Executive immediately prior to the change-in-ownership or -control transaction (the “Accounting Firm”). The Accounting Firm shall provide its determinations and any supporting calculations both to the Company and the Executive within 10 days of the transaction. Any such determination by the Accounting Firm shall be binding upon the Company and the Executive. All of the fees and expenses of the Accounting Firm in performing the determinations referred to in this Section shall be borne solely by the Company.
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15. Restrictive Covenants.
(a) Inventions and Proprietary Information.
(i) Inventions. The Executive shall inform the Company using the established procedures promptly and fully of all inventions, improvements, discoveries, know-how, designs, processes, formulae and techniques, and any related suggestions and ideas (hereinafter “Inventions”), whether patentable or not, which are solely or jointly conceived or made by the Executive, during the period of the Executive’s employment by the Company, whether during or out of the Executive’s usual hours of work. The Company shall own all right, title and interest to those inventions (hereinafter “Company Inventions”) which are: (A) within the scope of the Company’s business, which includes areas in which research is being conducted and areas of technical or market investigation; and/or (B) related to work done for the Company by the Executive. The Executive hereby assigns and agrees to assign to the Company the Executive’s entire right, title and interest in all Company Inventions and any patents, design patents, and any other forms of intellectual property resulting therefrom. The Executive shall protect the Company’s right to patent the Executive’s Company Inventions by keeping written records, which are witnessed and dated, concerning dates of conception and reduction to practice, and the Executive shall not publish information concerning Company Inventions without prior approval from the Company. The Executive shall also, during and after the Executive’s employment, execute such written instruments and render such other assistance as the Company shall reasonably request to obtain and maintain patents, design patents, or other forms of protection on any Company Inventions and to vest and confirm in the Company its entire right, title and interest therein. In this regard, the Executive shall be reimbursed by the Company for actual expenses incurred. The Executive covenants that there are no Inventions and/or patents within the scope of the Company’s business in which the Executive held an interest prior to the Executive’s commencement of employment with the Company and which are not subject to this Agreement.
(ii) Proprietary Information. The Executive understands that as a consequence of the Executive’s employment by the Company, proprietary and confidential information (hereinafter referred to as “Information”) relating to the business of the Company may be disclosed to the Executive or developed by the Executive which is not generally known in the Company’s trade and which is of considerable value to the Company. Such Information includes, without limitation, information about trade secrets, the Company Inventions, patents, licenses, research projects, costs, profits, markets, sales, customer lists, plans for future development, and any other information of a similar nature to the extent not generally known in the trade. The Executive acknowledges and agrees that the Executive’s relationship to the Company with respect to such Information shall be fiduciary in nature. Except as set forth in Section 15(e) below, the Executive shall not make any use of any such Information except in the performance of the Executive’s work for the Company; the Executive shall maintain such Information in confidence; and the Executive shall not disclose to any person not employed by the Company any such Information at any time either during or after the Executive’s employment or use any such Information in connection with other employment, unless otherwise authorized in writing by a duly empowered officer of the Company.
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(b) Covenant Not to Compete. The Executive recognizes that the Company is engaged, in Massachusetts and throughout the United States and the world, in the development and sale of high-resolution microdisplays and optics, subassemblies, and headsets (collectively, the “Principal Business”). In the event of the termination of the Executive’s employment hereunder, voluntarily or involuntarily, the Executive agrees that, for a period of 12 months from the date of such termination, the Executive will neither (A) engage in the Principal Business for himself, or in conjunction with or on behalf of any person or entity, or (B) work as an employee in the Principal Business for any entity, where either (x) the Executive’s duties in the course of any such activities would be substantially similar to those the Executive has performed for the Company hereunder or (y) the Executive’s duties in the course of such activities would involve or substantially risk disclosure or use of any confidential or proprietary information relating to the business of the Company which the Executive may in any way acquire by reason of the Executive’s employment by the Company. The Executive’s obligation under this Section 15(b) shall extend to all geographical areas of the United States and the world. The Executive understands and agrees that, given the nature of the business of the Company and the Executive’s position with the Company, the foregoing geographic scope is reasonable and appropriate and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The 2026 Performance-Based Equity Award is mutually agreed upon consideration for the Executive’s post-employment non-compete obligations under this Agreement.
(c) Covenant Not to Solicit. The Executive further agrees that for a period of 12 months from the date of termination of the Executive’s employment, the Executive will not on behalf of himself or any competitor of the Company, (i) solicit or transact business with any customer of the Company or (ii) solicit or attempt to solicit for employment, recruit or hire any employee or independent contractors of the Company (or any person who was an employee or independent contractor of the Company during the six-month period prior to such activity by the Executive), or induce, attempt to induce or encourage any such person to terminate his or her association with the Company.
(d) Return of Company Property. Upon termination of the Executive’s employment with the Company for any reason, and at any earlier time the Company requests, the Executive will (i) deliver to the person designated by the Company all originals and copies of all documents and property of the Company or an affiliate of the Company that are in the Executive’s possession or under the Executive’s control or to which the Executive may have access, (ii) deliver to the person designated by the Company all Company property, including keys, key cards, access cards, identification cards, security devices, employer credit cards, network access devices, computers, cell phones, smartphones, PDAs, pagers, fax machines, equipment, manuals, reports, files, books, compilations, work product, e-mail messages, recordings, disks, thumb drives or other removable information storage devices, hard drives, and data, and (iii) to the extent that the Executive made use of the Executive’s personal electronics (e.g., laptop, iPad, telephone, thumb drives, etc.) during employment with the Company, permit the Company to delete all Company property and information from such personal devices. The Executive will not reproduce or appropriate for the Executive’s own use, or for the use of others, any property, confidential information or Company work product.
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(e) Future Cooperation. The Executive agrees that, following the termination of the Executive’s employment, the Executive will reasonably cooperate with the Company, upon request providing reasonable notice and without unreasonably interfering with Executive’s other business or personal obligations, in relation to (i) transitioning the Executive’s job duties to the Executive’s successor and any other operational issues that may arise in connection with the Executive’s separation from employment for up to one year following such separation; and (ii) the Company’s defense, prosecution or other involvement in any continuing or future claims, lawsuits, charges, arbitrations, or internal or external investigations (or audits or reviews of any type) arising out of events or matters that occurred during the Executive’s employment by the Company or to which the Executive is otherwise a relevant witness. In connection with the cooperation described in this Section 15(e), the Company will reimburse Executive for reasonable out-of-pocket expenses, such as travel, meals, and lodging which have been authorized in advance by the Company, and any reasonable and necessary attorney’s fees.
(f) Reports to Government Entities. Nothing in this Agreement shall prohibit or restrict the Executive from initiating communications directly with, responding to any inquiry from, providing testimony before, providing confidential information to, reporting possible violations of law or regulation to, or filing a claim or assisting with an investigation directly with a self-regulatory authority or a government agency or entity, including the Equal Employment Opportunity Commission, the Massachusetts Commission Against Discrimination, the Department of Labor, the National Labor Relations Board, the Department of Justice, the Securities and Exchange Commission, Congress, any agency Inspector General or any other federal, state or local regulatory authority, or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation. The Executive does not need the prior authorization of the Company to engage in conduct protected by this subsection, and the Executive does not need to notify the Company that the Executive has engaged in such conduct. Please take notice that federal law provides criminal and civil immunity to federal and state claims for trade secret misappropriation to individuals who disclose trade secrets to their attorneys, courts, or government officials in certain, confidential circumstances that are set forth at 18 U.S.C. §§ 1833(b)(1) and 1833(b)(2), related to the reporting or investigation of a suspected violation of the law, or in connection with a lawsuit for retaliation for reporting a suspected violation of the law.
16. Legal and Equitable Remedies.
(a) Because the Executive’s services are personal and unique and the Executive has had and will continue to have access to and has become and will continue to become acquainted with the Information of the Company and its affiliates, and because any material breach by the Executive of any of the restrictive covenants contained in Section 15 could result in irreparable injury and damage for which money damages would not provide an adequate remedy, the Company shall have the right to enforce Section 15 and any of its provisions by seeking an injunction, specific performance or other equitable relief, without bond and without prejudice to any other rights and remedies that the Company may have for a breach, or threatened breach, of the restrictive covenants set forth in Section 15.
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(b) The Executive irrevocably and unconditionally (i) agrees that any legal proceeding arising out of this Agreement shall be brought solely in the United States District Court for the District of Massachusetts, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in the Commonwealth of Massachusetts, (ii) consents to the exclusive jurisdiction of such court in any such proceeding, and (iii) waives any objection to the laying of venue of any such proceeding in any such court. The Executive also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers by email to his counsel David I. Brody, Sherin and Lodgen LLP, DIBrody@sherin.com.
(c) Notwithstanding anything in this Agreement to the contrary, upon the Company’s reasonable determination that the Executive materially breached any of the Executive’s obligations under Section 15, the Company shall be obligated to provide only the Accrued Obligations, and all payments under Section 2, Section 6, or Section 7 hereof, as applicable, shall cease. In such event, and in addition to any legal and equitable remedies permitted by law, if a court of competent jurisdiction determines that the Executive has materially breached any of the Executive’s obligations under Section 15, the Company may require that the Executive repay all amounts theretofore paid to the Executive pursuant to Sections 6 and 7 hereof (other than Sections 6(c) and 7(d)).
17. Survival. The respective rights and obligations of the parties under this Agreement (including, but not limited to, under Sections 6, 7, 10, 11, 15 and 16) shall survive any termination of the Executive’s employment or termination or expiration of this Agreement to the extent necessary to the intended preservation of such rights and obligations.
18. Notices. All notices and other communications required or permitted under this Agreement or necessary or convenient in connection herewith shall be in writing and shall be deemed to have been given when hand-delivered, e-mailed or mailed by registered or certified mail, as follows (provided that notice of change of address shall be deemed given only when received):
If to the Company, to:
Kopin Corporation
125 North Drive
Westborough, MA 01581
Attn: Richard Sneider, Chief Financial Officer
Email: RSneider@kopin.com
If to the Executive, to the most recent address or e-mail address on file with the Company or to such other names or addresses as the Company or the Executive, as the case may be, shall designate by notice to each other person entitled to receive notices in the manner specified in this Section.
19. Remedies Cumulative; No Waiver. No remedy conferred upon a party by this Agreement is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to any other remedy given under this Agreement or now or hereafter existing at law or in equity. No delay or omission by a party in exercising any right, remedy or power under this Agreement or existing at law or in equity shall be construed as a waiver thereof, and any such right, remedy or power may be exercised by such party from time to time and as often as may be deemed expedient or necessary by such party in its sole discretion.
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20. Assignment. All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, executors, administrators, legal representatives, successors, and assigns of the parties hereto, except that the duties and responsibilities of the Executive under this Agreement are of a personal nature and shall not be assignable or delegable in whole or in part by the Executive. The Company may assign its rights, together with its obligations hereunder, in connection with any sale, transfer or other disposition of all or substantially all of its business and assets, and such rights and obligations shall inure to, and be binding upon, any successor to the business or any successor to substantially all of the assets of the Company, whether by merger, purchase of stock or assets or otherwise, which successor shall expressly assume such obligations, and the Executive acknowledges that in such event the obligations of the Executive hereunder, including but not limited to those under Section 15, will continue to apply in favor of the successor.
21. Company Policies. This Agreement and the compensation payable hereunder shall be subject to any applicable clawback or recoupment policies, share trading policies, and other policies that may be implemented by the Board from time to time with respect to officers of the Company.
22. Indemnification. In the event that, by reason of the fact that the Executive is or was a director or officer of the Company, the Executive is made a party or threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a “Proceeding”), other than (a) any Proceeding initiated by the Executive or the Company related to any contest or dispute between the Executive and the Company or any of its affiliates with respect to this Agreement or the Executive’s employment hereunder, (b) any Proceeding with respect to any acts that occurred outside the scope of the Executive’s employment or (c) any Proceeding arising out of the Executive’s misconduct, fraud or embezzlement, the Executive shall be indemnified and held harmless by the Company to the fullest extent permitted by law from and against any liabilities, costs, claims, and expenses, including all costs and expenses incurred in defense of any Proceeding.
23. Entire Agreement; Amendment. This Agreement sets forth the entire agreement of the parties hereto and supersedes any and all prior agreements and understandings concerning the Executive’s employment by the Company, including the Offer Letter. This Agreement may be changed only by a written document signed by the Executive and the Company.
24. Severability. If any provision of this Agreement or application thereof to anyone or under any circumstances is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect any other provision or application of this Agreement, which can be given effect without the invalid or unenforceable provision or application, and shall not invalidate or render unenforceable such provision or application in any other jurisdiction. If any provision is held void, invalid or unenforceable with respect to particular circumstances, it shall nevertheless remain in full force and effect in all other circumstances.
25. Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the substantive and procedural laws of Massachusetts without regard to rules governing conflicts of law.
26. Acknowledgements. The Executive acknowledges (a) that the Company hereby advises the Executive to consult with legal counsel prior to signing this Agreement, (b) that the Executive has had a full and adequate opportunity to read and understand the terms and conditions contained in this Agreement, (c) that the Executive has been provided with this Agreement a minimum of ten business days prior to the date this Agreement becomes effective, and (d) that the post-employment noncompetition and nonsolicitation provisions are supported by fair and reasonable consideration independent from the continuation of employment.
27. Counterparts. This Agreement may be executed in any number of counterparts (including pdf or facsimile counterparts), each of which shall be an original, but all of which together shall constitute one instrument.
(Signature Page Follows)
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the date first above written.
| KOPIN CORPORATION | ||
| Name: | James Brewington | |
| Title: | Chairman of the Board | |
| EXECUTIVE | ||
| Name: | Michael Murray | |
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Appendix A
Example of Annual Bonus Calculation
| Sliding Scale | ||||||||
| % of Targets Achieved(2) | 79% | 80% | 85% | 90% | 100% | 108.5% | 117.5% | 135% |
| % of Annual Bonus Earned(1) | 0% | 50% | 62.5% | 75% | 100% | 112.5% | 125% | 150% |
| Example of 2024 Annual Cash Bonus | ||||||||||||||||||||||||||||
| Executive’s 2024 Base Salary $ 495,000 | ||||||||||||||||||||||||||||
| % of | Cash | |||||||||||||||||||||||||||
| 2024 | FY’24 | Goal | Sliding (1) | % | Bonus | |||||||||||||||||||||||
| FY’24 Performance Goals(3) | Weighting(3) | Targets(3) | Results(2) | Achieved | Scale Value | Awarded | Earned | |||||||||||||||||||||
| Metric 1: Revenues | 40 | % | $ | 50,000 | $ | 45,000 | 90.0 | % | 100.0 | % | 40 | % | $ | 198,000 | ||||||||||||||
| Metric 2: Bookings | 40 | % | $ | 50,000 | $ | 58,750 | 117.5 | % | 125.0 | % | 50.0 | % | $ | 247,500 | ||||||||||||||
| Metric 3: Operating Income | 20 | % | $ | 10,000 | $ | 7,950 | 79.5 | % | 0.0 | % | 0.0 | % | $ | 0 | ||||||||||||||
| Total Annual Bonus | 100 | % | 90.0 | % | $ | 445,500 | ||||||||||||||||||||||
Notes
(1)Target amount of the Executive’s Annual Bonus is 100% of the Executive’s annual Base Salary. Award is prorated between tiers (e.g. if 85% of Targets are achieved, 62.5% of Award is earned) and capped at 150% of Executive’s Base Salary.
(2) To be verified by the Compensation Committee based on the FY’24 audit
(3) Metrics, weightings and annual Target are set by the Board in its sole discretion, after consultation with the Executive, each year.
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Appendix B
Example of 2026 Performance-Based Equity Award
| FY’26 RSU Pool | 1,000,000 |
| Sliding Scale | ||||||||
| % of Target Achieved (2) | 79% | 80% | 85% | 90% | 100% | 110% | 120% | 130% |
| % of FY’26 RSU Pool earned (1) | 0% | 50% | 62.5% | 75% | 100% | 110% | 120% | 120% |
| # of RSUs earned | 0 | 500,000 | 625,000 | 750,000 | 1,000,000 | 1,100,000 | 1,200,000 | 1,200,000 |
| Example of 2026 Performance-Based Equity Award calculation | ||||||||||||||||||||||||
| % of | RSUs | |||||||||||||||||||||||
| FY’26 | Goal | Sliding (1) | % | Awarded | ||||||||||||||||||||
| FY’26 Metrics (3) | FY’26 Target | Results (2) | Achieved | Scale Value | Awarded | & Vested | ||||||||||||||||||
| Metric 1: Revenue | $ | 80,000 | $ | 80,000 | 100.0 | % | 100 | % | 100.0 | % | 1,000,000 | |||||||||||||
Notes
(1) Award is prorated between tiers (e.g. if 105% of metric is achieved, 105% of RSU Pool is received) and capped at 120% of RSU pool.
(2) To be verified by the Compensation Committee based on the FY’26 audit
(3) Metrics are set by the Board in its sole discretion, after consultation with the Executive
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Appendix C
Separation Agreement and General Release
This SEPARATION AND GENERAL RELEASE AGREEMENT (this “Agreement”) is entered into by and between Kopin Corporation (the “Company”) and Michael Murray (the “Executive”) as of [DATE] (“Effective Date”).
WHEREAS, the Company and the Executive are parties to an Employment Agreement dated April 5, 2024 (“Employment Agreement”); and
WHEREAS, per the Employment Agreement, the Executive must execute a separation agreement and general release of any and all claims against the Company and all related parties, including with respect to all matters arising out of the Executive’s employment by the Company and the termination thereof.
NOW, THEREFORE, in consideration of the promises and of the mutual covenants and agreements hereinafter set forth, the Company and the Executive hereby agree as follows:
1. Separation Date. The Executive’s last day of employment (“Separation Date”) is [DATE]. The Company shall pay any earned, accrued, and owing Base Salary up until the Separation Date and any benefits accrued and due under any applicable benefit plans and programs of the Company (“Accrued Obligations”), regardless of whether the Executive executes or revokes this Agreement.
2. Separation Benefits. If the Executive timely executes and does not revoke this Agreement, the Company will provide the Separation Benefits outlined in Section 6 or Section 7 of the Employment Agreement, as applicable (“Separation Benefits”), subject to the Executive’s compliance with the Executive’s continuing obligations to the Company as set forth in Section 6(a), Section 6(b) and Section 7 below.
3. Release.
(a) In consideration of the Separation Benefits set forth above, to the fullest extent permitted by law and except as otherwise provided in this Agreement, the Executive hereby waives, releases and forever discharges the Company and the other Company Releasees (as defined below) from any and all claims, grievances, injuries, controversies, agreements, covenants, promises, debts, accounts, actions, causes of action, suits, arbitrations, sums of money, wages, severance, bonuses, attorneys’ fees, costs, damages, and any right to any monetary recovery or any other personal relief, whether known or unknown, in law or in equity, by contract, tort, law of trust or pursuant to federal, state or local statute, regulation, ordinance or common law legally capable of being waived, which the Executive now has, ever had, or may hereafter have, based upon or arising from any fact or set of facts, whether known or unknown to the Executive, up until the date of execution of this Agreement, including but not limited to any arising out of or relating in any way to the Executive’s employment relationship with the Company or other associations with any of the Company Releasees or any termination thereof. Without limiting the generality of the foregoing, this waiver, release, and discharge includes any claim or right based upon or arising under any federal, state, or local fair employment practices or equal opportunity laws, including, but not limited to the following laws and, as applicable, the laws of the state in which the Executive is or has been employed: the Age Discrimination in Employment Act (“ADEA”); the Older Workers’ Benefits Protection Act (“OWBPA”); Rehabilitation Act of 1973; the Worker Adjustment and Retraining Notification Act; 42 U.S.C. Section 1981; Title VII of the Civil Rights Act of 1964; the Equal Pay Act; the Family and Medical Leave Act of 1993; the Employee Retirement Income Security Act (including, but not limited to, claims for breach of fiduciary duty under ERISA); the Americans With Disabilities Act; the National Labor Relations Act; the Occupational Safety and Health Act; the Genetic Information Nondiscrimination Act of 2008; the Health Insurance Portability and Accountability Act; the Consolidated Omnibus Budget Reconciliation Act of 1985; the United States Constitution; the Massachusetts Fair Employment Practices Act; the Massachusetts Civil Rights Act; the Massachusetts Equal Rights Act; the Massachusetts Pregnant Workers Fairness Act; the Massachusetts Equal Pay Act; the Massachusetts Sick Leave Law; the Massachusetts Labor and Industries Act; the Massachusetts Right of Privacy Law; the Massachusetts Wage Act (as further explained below); the Massachusetts Paid Family and Medical Leave Act; and the Massachusetts Minimum Fair Wage Law, including any and all amendments to the foregoing.
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(b) By signing this Agreement, the Executive acknowledges that this waiver includes any claims against the Company Releasees under any wage laws including the Massachusetts Wage Act, Mass. Gen. Laws ch. 149, § 148 et seq., such as claims for failure to pay earned wages, failure to pay overtime, failure to pay earned commissions, failure to timely pay wages, failure to pay accrued vacation or holiday pay, failure to furnish appropriate pay stubs, failure to provide proper check-cashing facilities, and improper wage deductions.
(c) Notwithstanding the generality of the foregoing, nothing herein constitutes a release or waiver by the Executive of, or prevents the Executive from making or asserting: (i) any claim or right the Executive may have under COBRA; (ii) any claim to vested benefits under the terms of a Company benefit plan; (iii) any claim for unemployment compensation insurance; (iv) any claim or right that may arise after the execution of this Agreement; (v) rights to defense and indemnification, including without limitation under Section 22 of the Employment Agreement, from the Company for actions taken by the Executive in the course and scope of Executive’s employment with the Company and its parents, subsidiaries and/or affiliates; (vi) non-termination related claims under the Massachusetts Workers Compensation Act (M.G.L. c. 152); or (vii) any claim or right the Executive may have under or to enforce this Agreement. In addition, nothing herein shall prevent the Executive from filing a charge or complaint with the Equal Employment Opportunity Commission (“EEOC”) or other federal or state agency or restrict the Executive’s ability to participate in any investigation or proceeding conducted by such agency; provided, however, that the Executive agrees to waive the right to receive future monetary recovery from the Company or any other Company Releasee resulting from claims released above, regardless of whether the Executive or another party has filed them, except that nothing in this Agreement limits in any way the Executive’s ability to receive and retain any monetary award from any agency for providing information to that agency or in connection with any protected whistleblower activity.
(d) For purposes of this Agreement, the term “Company Releasees” includes the Company, its parents, subsidiaries, related companies, partnerships and joint ventures, predecessors, and successors, and, with respect to each such entity, all of its past and present employees, officers, directors, shareholders, owners, representatives, agents, attorneys, assigns, insurers, employee benefits plans and such plans’ administrators, fiduciaries, trustees, record keepers and service providers, and each of its and their respective successors and assigns, each and all of them in their personal and representative capacities, and any other persons or entities acting on behalf of any of these persons or entities.
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4. No Additional Entitlements. The Executive agrees that upon the Separation Date, the Executive will have received all entitlements due from the Company relating to the Executive’s employment with the Company and the termination of the Executive’s employment with the Company, including but not limited to, all wages earned, salary, commissions, bonuses, other similar payments or incentive pay or benefits, severance pay, sick pay, vacation pay, and any paid and unpaid personal leave for which the Executive was eligible and entitled, and that no other entitlements are due to the Executive other than as set forth in this Agreement.
5. Section 409A.
(a) This Agreement is intended to comply with section 409A of the Code, and its corresponding regulations, or an exemption thereto, and payments may only be made under this Agreement upon an event and in a manner permitted by section 409A of the Code, to the extent applicable. Severance benefits under this Agreement are intended to be exempt from section 409A of the Code under the “short-term deferral” exception, to the maximum extent applicable, and then under the “separation pay” exception, to the maximum extent applicable. Notwithstanding anything in this Agreement to the contrary, if required by section 409A of the Code, if the Executive is considered a “specified employee” for purposes of section 409A of the Code and if payment of any amounts under this Agreement is required to be delayed for a period of six months after separation from service pursuant to section 409A of the Code, payment of such amounts shall be delayed as required by section 409A of the Code, and the accumulated amounts shall be paid in a lump-sum payment within 10 days after the end of the six-month period. If the Executive dies during the postponement period prior to the payment of benefits, the amounts withheld on account of section 409A of the Code shall be paid to the personal representative of the Executive’s estate within 60 days after the date of the Executive’s death.
(b) All payments to be made under this Agreement may only be made upon a “separation from service.” For purposes of section 409A of the Code, each payment hereunder shall be treated as a separate payment, and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the calendar year of a payment. Notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of the Executive’s execution of this Agreement, directly or indirectly, result in the Executive’s designating the calendar year of payment of any amounts of deferred compensation subject to section 409A of the Code, and if a payment that is subject to execution of this Agreement could be made in more than one taxable year, payment shall be made in the later taxable year.
(c) All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement be for expenses incurred during the period specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a fiscal year not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other fiscal year, (iii) the reimbursement of an eligible expense be made no later than the last day of the fiscal year following the year in which the expense is incurred, and (iv) the right to reimbursement or in-kind benefits not be subject to liquidation or exchange for another benefit.
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6. Restrictive Covenants.
(a) Affirmation of Continuing Obligations Under Employment Agreement. The Executive hereby reaffirms and agrees to fully comply with the Executive’s continuing obligations to the Company under Section 15 of the Employment Agreement which is incorporated herein by reference, including without limitation the Executive’s post-employment obligations under Sections 15(a), 15(c), 15(d), and 15(e).
(b) Covenant Not to Compete. The Executive recognizes that the Company is engaged, in Massachusetts and throughout the United States and the world, in the development and sale of high-resolution microdisplays and optics, subassemblies, and headsets (collectively, the “Principal Business”). The Executive agrees that, for a period of 12 months from the Separation Date, the Executive will neither (A) engage in the Principal Business for himself, or in conjunction with or on behalf of any person or entity, or (B) work as an employee in the Principal Business for any entity, where either (x) the Executive’s duties in the course of any such activities would be substantially similar to those the Executive has performed for the Company hereunder or (y) the Executive’s duties in the course of such activities would involve or substantially risk disclosure or use of any confidential or proprietary information relating to the business of the Company which the Executive may in any way acquire by reason of the Executive’s employment by the Company. The Executive’s obligation under this Section 6(b) shall extend to all geographical areas of the United States and the world. The Executive understands and agrees that, given the nature of the business of the Company and the Executive’s position with the Company, the foregoing geographic scope is reasonable and necessary to protect the Company’s legitimate business interests and that more limited geographical limitations on this non-competition covenant are therefore not appropriate.
(c) The Executive irrevocably and unconditionally (i) agrees that any legal proceeding arising out of this Agreement shall be brought solely in the United States District Court for the District of Massachusetts, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in the Commonwealth of Massachusetts, (ii) consents to the exclusive jurisdiction of such court in any such proceeding, and (iii) waives any objection to the laying of venue of any such proceeding in any such court.
(d) If the Company reasonably determines in good faith that the Executive has materially breached any of the Executive’s obligations under this Agreement or under Section 15 of the Employment Agreement, all payments under Section 2 shall immediately cease and, in addition to any legal and equitable remedies permitted by law, if a court of competent jurisdiction determines that the Executive has materially breached any of the Executive’s obligations under this Agreement or under Section 15 of the Employment Agreement, the Company may require that the Executive repay all amounts theretofore paid to the Executive pursuant to Section 2.
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7. Non-Disparagement. Subject to Section 8, the Executive will not at any time make any written or oral comments or statements of a defamatory or disparaging nature regarding the Company or its subsidiaries, and with respect to each such entity, all of its past and present employees, officers and directors, and will not take any action that would cause the Company or its subsidiaries, and with respect to each such entity, all of its past and present employees, officers and directors, any embarrassment or humiliation or otherwise cause or contribute to their being held in disrepute. The Company will instruct members of the Board and its senior executives not to at any time make any written or oral comments or statements of a defamatory or disparaging nature regarding the Executive and not to take any action that would cause the Executive any embarrassment or humiliation or otherwise cause or contribute to his being held in disrepute.
8. Reports to Government Entities. Nothing in this Agreement shall prohibit or restrict the Executive from initiating communications directly with, responding to any inquiry from, providing testimony before, providing confidential information to, reporting possible violations of law or regulation to, or filing a claim or assisting with an investigation directly with a self-regulatory authority or a government agency or entity, including the Equal Employment Opportunity Commission, the Massachusetts Commission Against Discrimination, the Department of Labor, the National Labor Relations Board, the Department of Justice, the Securities and Exchange Commission, Congress, any agency Inspector General or any other federal, state or local regulatory authority, or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation. The Executive does not need the prior authorization of the Company to engage in conduct protected by this subsection, and the Executive does not need to notify the Company that the Executive has engaged in such conduct. Please take notice that federal law provides criminal and civil immunity to federal and state claims for trade secret misappropriation to individuals who disclose trade secrets to their attorneys, courts, or government officials in certain, confidential circumstances that are set forth at 18 U.S.C. §§ 1833(b)(1) and 1833(b)(2), related to the reporting or investigation of a suspected violation of the law, or in connection with a lawsuit for retaliation for reporting a suspected violation of the law.
9. Withholding. All payments under this Agreement shall be made subject to applicable tax withholding, and the Company shall withhold from any payments under this Agreement all federal, state, and local taxes as the Company is required to withhold pursuant to any law or governmental rule or regulation. The Executive shall bear all expense of, and be solely responsible for, all federal, state, and local taxes due with respect to any payment received under this Agreement.
10. Remedies Cumulative; No Waiver. No remedy conferred upon a party by this Agreement is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to any other remedy given under this Agreement or now or hereafter existing at law or in equity. No delay or omission by a party in exercising any right, remedy or power under this Agreement or existing at law or in equity shall be construed as a waiver thereof, and any such right, remedy or power may be exercised by such party from time to time and as often as may be deemed expedient or necessary by such party in its sole discretion.
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11. Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the substantive and procedural laws of Massachusetts without regard to rules governing conflicts of law.
12. Counterparts. This Agreement may be executed in any number of counterparts (including pdf or facsimile counterparts), each of which shall be an original, but all of which together shall constitute one instrument.
13. Entire Agreement; Amendment. This Agreement sets forth the entire agreement of the parties hereto and supersedes any and all prior agreements and understandings concerning the Executive’s separation of employment from the Company. This Agreement may be changed only by a written document signed by the Executive and the Company.
14. Severability. If any provision of this Agreement or application thereof to anyone or under any circumstances is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect any other provision or application of this Agreement, which can be given effect without the invalid or unenforceable provision or application, and shall not invalidate or render unenforceable such provision or application in any other jurisdiction. If any provision is held void, invalid or unenforceable with respect to particular circumstances, it shall nevertheless remain in full force and effect in all other circumstances.
15. Review of Separation Agreement. The Executive acknowledges and agrees that:
(a) The Company advises the Executive to consult with an attorney before executing this Agreement.
(b) The Executive has obtained independent legal advice from an attorney of the Executive’s own choice with respect to this Agreement, including the release and waiver of claims, or has knowingly and voluntarily chosen not to do so.
(c) The Executive has entered into this Agreement knowingly and voluntarily.
(d) The Executive has read and understand this entire Agreement, including the release and waiver of claims.
(e) To ensure that the Executive has sufficient time to consider the Agreement, including the release and waiver of claims, to discuss it with an attorney of the Executive’s own choosing, and to decide whether to sign it, the Executive has up to twenty-one (21) days before the Executive must return a signed Agreement (“Consideration Period”). The Executive and the Company agree that changes to this Agreement, whether material or immaterial, do not restart the running of this Consideration Period.
(f) Once the Executive has signed the Agreement, the Executive has an additional seven (7) business days in which to revoke the Agreement (“Revocation Period”). If the Executive wishes to revoke this Agreement, the notice of revocation must be received by [INSERT] no later than the seventh (7) day following the Executive’s execution of this Agreement. If the seventh day referenced above falls on a Saturday, Sunday, or holiday, the time limit extends to the next business day. This Agreement will not be effective unless and until the Revocation Period has expired without the Executive having exercised the Executive’s right of revocation (the “Effective Date”).
(g) If the Executive fails to execute and return this Agreement on a timely basis, or if the Executive executes and then elects to revoke this Agreement, the Separation Benefits shall not be provided.
(h) In exchange for the Executive’s waivers, releases and commitments set forth herein, including the Executive’s waiver and release of all claims arising under the ADEA, the benefits and other consideration that the Executive is receiving pursuant to this Agreement exceed any benefit or other thing of value to which the Executive would otherwise be entitled, and are just and sufficient consideration for the waivers, releases and commitments set forth herein.
(i) No promise or inducement has been offered to the Executive, except as expressly set forth herein, and the Executive is not relying upon any such promise or inducement in entering into this Agreement.
[Signature Page Follows]
| 24 |
IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the date first above written.
| KOPIN CORPORATION | ||
| Name: | ||
| Title: | ||
| EXECUTIVE | ||
| Name: | Michael Murray | |
| 25 |
Exhibit 31.1
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Michael Murray, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q for the period ended March 30, 2024, of Kopin Corporation; | |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report; | |
| 4. | The Registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
| (b) | Designed such internal control over financial reporting or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. | ||
| (c) | Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
| (d) | Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and |
| 5. | The Registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and | ||
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting. |
Date: May 14, 2024
| By: | /S/ MICHAEL MURRAY | |
| Michael Murray | ||
| President and Chief Executive Officer |
Exhibit 31.2
CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Richard A. Sneider, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q for the period ended March 30, 2024, of Kopin Corporation; | |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report; | |
| 4. | The Registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
| (b) | Designed such internal control over financial reporting or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. | ||
| (c) | Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
| (d) | Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and |
| 5. | The Registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and | ||
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting. |
Date: May 14, 2024
| By: | /S/ RICHARD A. SNEIDER | |
| Richard A. Sneider | ||
| Chief Financial Officer |
Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The certification set forth below is hereby made solely for the purpose of satisfying the requirements of Section 906 of the Sarbanes-Oxley Act of 2002 and may not be relied upon or used for any other purposes.
In connection with the Quarterly Report of Kopin Corporation (the “Company”) on Form 10-Q for the period ended March 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael Murray, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (“Section 906”), that: (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
A signed original of this written statement required by Section 906 or other document authenticating, acknowledging or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
| Date: | May 14, 2024 | |
| By: | /S/ MICHAEL MURRAY | |
| Michael Murray | ||
| President and Chief Executive Officer |
Exhibit 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The certification set forth below is hereby made solely for the purpose of satisfying the requirements of Section 906 of the Sarbanes-Oxley Act of 2002 and may not be relied upon or used for any other purposes.
In connection with the Quarterly Report of Kopin Corporation (the “Company”) on Form 10-Q for the period ended March 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Richard A. Sneider, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (“Section 906”), that: (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
A signed original of this written statement required by Section 906 or other document authenticating, acknowledging or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
| Date: | May 14, 2024 | |
| By: | /S/ RICHARD A. SNEIDER | |
| Richard A. Sneider | ||
| Chief Financial Officer |
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) |
Mar. 30, 2024 |
Dec. 30, 2023 |
|---|---|---|
| Statement of Financial Position [Abstract] | ||
| Accounts receivable, allowance | $ 987,000 | $ 1,025,000 |
| Preferred stock, par value | $ 0.01 | $ 0.01 |
| Preferred stock, shares authorized | 3,000 | 3,000 |
| Preferred stock, shares issued | 0 | 0 |
| Common stock, par value | $ 0.01 | $ 0.01 |
| Common stock, shares authorized | 150,000,000 | 150,000,000 |
| Common stock, shares issued | 118,498,635 | 114,253,818 |
| Common stock, shares outstanding | 115,351,480 | 112,251,416 |
| Treasury stock, shares | 70,635 | 70,635 |
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) |
3 Months Ended | |
|---|---|---|
Mar. 30, 2024 |
Apr. 01, 2023 |
|
| Income Statement [Abstract] | ||
| Net loss | $ (32,548,215) | $ (2,628,555) |
| Other comprehensive income, net of tax: | ||
| Foreign currency translation adjustments | (2,204) | 9,994 |
| Unrealized holding gain (loss) on marketable securities | 4,040 | (3,767) |
| Other comprehensive income, net of tax | 1,836 | 6,227 |
| Comprehensive loss | $ (32,546,379) | $ (2,622,328) |
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) |
Common Stock [Member] |
Additional Paid-in Capital [Member] |
Treasury Stock, Common [Member] |
AOCI Attributable to Parent [Member] |
Retained Earnings [Member] |
Noncontrolling Interest [Member] |
Parent [Member] |
Total |
|---|---|---|---|---|---|---|---|---|
| Balance at Dec. 31, 2022 | $ 929,540 | $ 360,567,631 | $ (103,127) | $ 1,176,068 | $ (338,406,815) | $ (172,682) | $ 24,163,297 | $ 23,990,615 |
| Balance, shares at Dec. 31, 2022 | 92,954,159 | |||||||
| Vesting of restricted stock | $ 175 | (175) | ||||||
| Vesting of restricted stock, shares | 17,500 | |||||||
| Stock-based compensation expense | 194,190 | 194,190 | 194,190 | |||||
| Other comprehensive income | 6,227 | 6,227 | 6,227 | |||||
| Issuance of common stock | $ 170,000 | 21,165,000 | 21,335,000 | 21,335,000 | ||||
| Issuance of common stock, shares | 17,000,000 | |||||||
| Net loss | (2,628,555) | (2,628,555) | (2,628,555) | |||||
| Acquisition of noncontrolling interest | (172,682) | 172,682 | (172,682) | |||||
| Balance at Apr. 01, 2023 | $ 1,099,715 | 381,753,964 | (103,127) | 1,182,295 | (341,035,370) | 42,897,477 | 42,897,477 | |
| Balance, shares at Apr. 01, 2023 | 109,971,659 | |||||||
| Balance at Dec. 30, 2023 | $ 1,123,220 | 385,411,542 | (103,127) | 1,232,294 | (358,155,034) | 29,508,895 | ||
| Balance, shares at Dec. 30, 2023 | 112,322,051 | |||||||
| Vesting of restricted stock | $ 200 | (200) | ||||||
| Vesting of restricted stock, shares | 20,064 | |||||||
| Stock-based compensation expense | 734,928 | 734,928 | ||||||
| Other comprehensive income | 1,836 | 1,836 | 1,836 | |||||
| Issuance of common stock | $ 30,800 | 7,211,781 | 7,242,581 | |||||
| Issuance of common stock, shares | 3,080,000 | |||||||
| Net loss | (32,548,215) | (32,548,215) | $ (32,548,215) | |||||
| Balance at Mar. 30, 2024 | $ 1,154,220 | $ 393,358,051 | $ (103,127) | $ 1,234,130 | $ (390,703,249) | $ 4,940,025 | ||
| Balance, shares at Mar. 30, 2024 | 115,422,115 |
BASIS OF PRESENTATION |
3 Months Ended |
|---|---|
Mar. 30, 2024 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| BASIS OF PRESENTATION | 1. BASIS OF PRESENTATION
The condensed consolidated financial statements of Kopin Corporation as of March 30, 2024 and for the three month periods ended March 30, 2024 and April 1, 2023 are unaudited and include all adjustments that, in the opinion of management, are necessary to present fairly the results of operations for the periods then ended. These condensed consolidated financial statements should be read in conjunction with the Company’s financial statements and notes thereto, included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 30, 2023. The results of the Company’s operations for any interim period are not necessarily indicative of the results of the Company’s operations for any other interim period or for a full fiscal year. As used in this report, the terms “we”, “us”, “our”, “Kopin” and the “Company” mean Kopin Corporation and its subsidiaries, unless the context indicates another meaning.
The condensed consolidated financial statements for the three month periods ended March 30, 2024 and April 1, 2023 include the accounts of Kopin Corporation and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated.
Going Concern
The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company incurred a net loss of $19.6 million and net cash outflows from operations of $15.3 million for the fiscal year ended 2023. The Company incurred a net loss of $32.5 million for the three months ended March 30, 2024 and net cash outflows from operations of $3.1 million. This net loss of $32.5 million includes an estimated $24.8 million of possible damages related to a jury verdict which is explained below. In addition, the Company has experienced a significant decline in its cash and cash equivalents and marketable debt securities over the last several years, which was primarily a result of funding operating losses. As described in Note 14 Litigation, on April 22, 2024, a jury verdict was entered against the Company awarding approximately $5.1 million in damages as well as recommending $19.7 million in disgorgement and exemplary damages. While no final judgment has been issued by the Court, the Court will take that recommendation under advisement and will rule in its final judgment on the final amount after briefing on the issues. The Company plans to argue that the damages, disgorgement and exemplary damages should be reduced or eliminated. The Company is also considering the appeal of any award in a final judgment. The Company had $21.8 million of cash and cash equivalents, restricted cash, and marketable debt securities at March 30, 2024.
The Company has historical and current negative cash flow from operations and limited liquidity resources. The Company’s current strategy is to continue to invest in its business and raise additional capital through financing activities that may include public offerings and private placements of its common stock, preferred stock offerings, collaborations and licensing arrangements and issuances of debt and convertible debt instruments. Until such time that additional capital can be raised, the Company plans to strategically manage its uncommitted spend, execute its priorities and implement cost saving measures to reduce research and development and general and administrative expenditures which could include minimizing staff costs. The Company may also sell assets and look at other strategic alternatives. There are inherent uncertainties associated with fundraising activities and activities to manage our uncommitted spending and the successful execution of these activities may not be within the Company’s control. There are no assurances that such additional funding will be obtained and that the Company will succeed in its future operations. If the Company is unable to achieve positive cash flows and profitability in the foreseeable future, cannot successfully raise additional capital and implement its strategic plan, or the recommended disgorgement and exemplary damages are not significantly reduced or eliminated in the final order the Company’s liquidity, financial condition and business prospects will be materially and adversely affected. There is substantial doubt about the Company’s ability to continue as a going concern.
|
ACCOUNTING STANDARDS |
3 Months Ended |
|---|---|
Mar. 30, 2024 | |
| Accounting Policies [Abstract] | |
| ACCOUNTING STANDARDS | 2. ACCOUNTING STANDARDS
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) Number 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”). ASU 2023-09 requires more disaggregated income tax disclosures, including additional information in the rate reconciliation and additional disclosures about income taxes paid. ASU 2023-09 will become effective for the Company for the fiscal year ending December 27, 2025. Early adoption is permitted, and guidance should be applied prospectively, with an option to apply guidance retrospectively. The Company is currently evaluating the impact of the adoption of ASU 2023-09 on its condensed consolidated financial statements.
In November 2023, the FASB issued ASU Number 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”). ASU 2023-07 requires disclosure of significant segment expenses that are regularly provided to the chief operating decision maker(s) that are included within each reported measure of segment profit or loss. The guidance also expands disclosure requirements for interim periods, as well as requires disclosure of other segment items, including the title and position of the entity’s chief operations decision maker(s). ASU 2023-07 will become effective for the Company for the fiscal year ending December 28, 2024, and for interim periods starting in the Company’s first quarter of 2025. Early adoption is permitted, and guidance is required to be applied retrospectively. The Company is currently evaluating the impact of the adoption of ASU 2023-07 on its condensed consolidated financial statements.
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CASH AND CASH EQUIVALENTS, RESTRICTED CASH, AND MARKETABLE DEBT SECURITIES |
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| Cash and Cash Equivalents [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| CASH AND CASH EQUIVALENTS, RESTRICTED CASH, AND MARKETABLE DEBT SECURITIES | 3. CASH AND CASH EQUIVALENTS, RESTRICTED CASH, AND MARKETABLE DEBT SECURITIES
The Company considers all highly liquid, short-term debt instruments with original maturities of three months or less to be cash equivalents.
Restricted cash of approximately $0.8 million is included on the consolidated balance sheet as of March 30, 2024, and represents cash deposited by the Company into a separate account and designated as collateral for a standby letter of credit in the same amount in accordance with a contractual agreement with a vendor. The restricted cash balance at March 30, 2024 and December 30, 2023 is invested in a certificate of deposit and is classified as a Corporate debt available-for-sale marketable debt security.
Marketable debt securities consist primarily of commercial paper, medium-term corporate notes, and U.S. Government and agency backed securities. The Company classifies these marketable debt securities as available-for-sale at fair value in “Marketable debt securities, at fair value.” The Company records the amortization of premiums and accretion of discounts on marketable debt securities in the results of operations.
The Company uses the specific identification method as a basis for determining cost and calculating realized gains and losses with respect to marketable debt securities. The gross gains and losses realized related to sales and maturities of marketable debt securities were not material during the three months ended March 30, 2024 and April 1, 2023.
Investments in available-for-sale marketable debt securities were as follows at March 30, 2024 and December 30, 2023:
The contractual maturity of the Company’s marketable debt securities was as follows at March 30, 2024:
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FAIR VALUE MEASUREMENTS |
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| Fair Value Disclosures [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| FAIR VALUE MEASUREMENTS | 4. FAIR VALUE MEASUREMENTS
Financial instruments are categorized as Level 1, Level 2 or Level 3 based upon the method by which their fair value is computed. An investment is categorized as Level 1 when its fair value is based on unadjusted quoted prices in active markets for identical assets that the Company has the ability to access at the measurement date. An investment is categorized as Level 2 if its fair market value is based on quoted market prices for similar assets in active markets, quoted prices for identical or similar assets in markets that are not active, based on observable inputs such as interest rates, yield curves, or derived from or corroborated by observable market data by correlation or other means. An investment is categorized as Level 3 if its fair value is based on assumptions developed by the Company about what a market participant would use in pricing the assets.
The following table details the fair value measurements of the Company’s financial assets:
The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate fair value because of their short-term nature. If accrued liabilities were carried at fair value, these would be classified as Level 2 in the fair value hierarchy.
Marketable Debt Securities
Corporate debt consists of floating rate notes with a maturity that may be over multiple years but has interest rates that are reset every three months. The Company validates the fair market values of the financial instruments above by using discounted cash flow models, obtaining independent pricing of the securities or through the use of a model that incorporates the three-month interest rate, the credit default swap rate of the issuer and the bid and ask price spread of the same or similar investments which are traded on several markets.
Equity Investments
The Company has an investment in RealWear Inc. (RealWear) which had been valued at $5.2 million. In the second quarter of 2023, the Company received shares valued at approximately $0.4 million as payment of royalties. In the second quarter of 2023, the Company reviewed the financial condition and an observable price point in an equity transaction, and as a result, the Company recorded an impairment charge of $3.1 million to reduce the value of the investment to $2.5 million. As of March 30, 2024, the Company owned an approximate 3.3% interest in this investment.
The equity investments categorized as Level 1 at March 30, 2024 were the Company’s equity investments in publicly traded companies that met the categorization requirements for Level 1 classification.
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ACCOUNTS RECEIVABLE, NET |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 30, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Receivables [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| ACCOUNTS RECEIVABLE, NET | 5. ACCOUNTS RECEIVABLE, NET
Accounts receivable consisted of the following:
Changes to the allowance for credit losses for the three months ended March 30, 2024 were as follows:
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INVENTORY |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
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Mar. 30, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||
| Inventory Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
| INVENTORY | 6. INVENTORY
Inventories are stated at standard cost adjusted to approximate the lower of cost (first-in, first-out method) or net realizable value and consist of the following at March 30, 2024 and December 30, 2023:
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NET LOSS PER SHARE |
3 Months Ended | |||||||||||||||||||||||||||
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Mar. 30, 2024 | ||||||||||||||||||||||||||||
| Net loss per share | ||||||||||||||||||||||||||||
| NET LOSS PER SHARE |
Basic net loss per share is computed using the weighted-average number of shares of common stock outstanding during the period less any unvested restricted shares. Diluted net loss per share is calculated using weighted-average shares outstanding and contingently issuable shares, less weighted-average shares reacquired during the period. The net outstanding shares are adjusted for the dilutive effect of shares issuable upon the assumed conversion of the Company’s common stock equivalents, which consist of unvested restricted stock.
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STOCKHOLDERS’ EQUITY AND STOCK-BASED COMPENSATION |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 30, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| STOCKHOLDERS’ EQUITY AND STOCK-BASED COMPENSATION |
Registered sale of equity securities
During the three months ended March 30, 2024, the Company sold shares of common stock for gross proceeds of $7,466,755 (average of $ per share) before deducting broker expenses paid by the Company of approximately $0.2 million, pursuant to the Company’s then effective At-The-Market Equity Offering Sales Agreement, dated as of March 5, 2021 (the “ATM Agreement”) with Stifel, Nicolaus & Company, Incorporated (“Stifel”), as agent. The ATM Agreement terminated in the three months ended March 30, 2024.
On January 27, 2023, the Company sold shares of common stock and pre-funded warrants to purchase up to 6,000,000 shares of common stock at a public offering price of $ per pre-funded warrant, for gross proceeds of $22.9 million before deducting underwriting discounts and offering expenses paid by the Company of $1.5 million. The offering price of the pre-funded warrant equals the public offering price per share of the common stock less the $0.01 per share exercise price of each pre-funded warrant.
Non-Vested Restricted Common Stock
The fair value of non-vested restricted common stock awards is generally the market value of the Company’s common stock on the date of grant. The non-vested restricted common stock awards require the employee to fulfill certain obligations, including remaining employed by the Company for one, two or four years (the vesting period) and in certain cases also require meeting either performance criteria or the Company’s stock achieving a certain price. For non-vested restricted common stock awards that solely require the recipient to remain employed with the Company, the stock compensation expense is amortized over the anticipated service period. For non-vested restricted common stock awards that require the achievement of performance criteria, the Company reviews the probability of achieving the performance goals on a periodic basis. If the Company determines that it is probable that the performance criteria will be achieved, the amount of compensation cost derived for the performance goal is amortized over the anticipated service period. If the performance criteria are not met, no compensation cost is recognized and any previously recognized compensation cost is reversed.
The Company granted and restricted stock units to its employees, executives and the Board of Directors in the three months ended March 30, 2024 and April 1, 2023, respectively. The shares will vest upon the successful achievement of certain fiscal year 2024 milestones. The fair value of the restricted stock units was based on the fair market value of the Company’s stock on the date of grant. The time-based shares are expensed over the service period and the milestone-based shares are expensed based upon the probability of achievement.
Restricted stock activity for the three month period ended March 30, 2024 was as follows:
Stock-Based Compensation
Unrecognized compensation expense for non-vested restricted common stock as of March 30, 2024 totaled $ million and is expected to be recognized over a weighted average period of approximately .
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ACCRUED WARRANTY |
3 Months Ended | ||||||||||||||||||||
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Mar. 30, 2024 | |||||||||||||||||||||
| Guarantees and Product Warranties [Abstract] | |||||||||||||||||||||
| ACCRUED WARRANTY | 9. ACCRUED WARRANTY
The Company typically warrants its products against defect for 12 to 18 months, however, for certain products a customer may purchase an extended warranty. A provision for estimated future costs and estimated returns for credit relating to such warranty is recorded in the period when product is shipped and revenue is recognized and is updated as additional information becomes available. The Company’s estimate of future costs to satisfy warranty obligations is based primarily on historical warranty expense experienced and a provision for potential future product failures. Changes in the accrued warranty for the three months ended March 30, 2024 were as follows:
Extended Warranties
Deferred revenue represents the purchase of extended warranties by the Company’s customers. The Company recognizes revenue from an extended warranty on the straight-line method over the life of the extended warranty, which is typically 12 to 15 months beyond the standard 12 to 18-month warranty. The Company classifies the current portion of deferred revenue under Other accrued liabilities in its condensed consolidated balance sheets. At March 30, 2024, the Company had less than $0.1 million of deferred revenue related to extended warranties.
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INCOME TAXES |
3 Months Ended |
|---|---|
Mar. 30, 2024 | |
| Income Tax Disclosure [Abstract] | |
| INCOME TAXES | 10. INCOME TAXES
The Company recorded a provision for income taxes of $0.0 and less than $0.1 million in the three months ended March 30, 2024 and April 1, 2023, respectively. As of March 30, 2024, the Company has available for tax purposes U.S. federal net operating loss carryforwards (“NOLs”) of approximately $122.7 million expiring 2024 through 2038 and $116.2 million that have an unlimited carryover period. The Company has recognized a full valuation allowance on its domestic and certain foreign net deferred tax assets due to the uncertainty of the realization of such assets. The Company recognizes both accrued interest and penalties related to its uncertain tax positions related to intercompany loan interest and potential transfer pricing exposure related to its foreign subsidiaries.
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CONTRACT ASSETS AND LIABILITIES |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 30, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Contract Assets And Liabilities | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| CONTRACT ASSETS AND LIABILITIES | 11. CONTRACT ASSETS AND LIABILITIES
Contract assets include unbilled amounts typically resulting from sales under contracts when the cost-to-cost method of revenue recognition is utilized and revenue recognized from customer arrangements, including licensing, exceeds the amount billed to the customer, and right to payment is not just subject to the passage of time. Amounts may not exceed their net realizable value. Contract assets are generally classified as current. The Company classifies the noncurrent portion of contract assets under Other assets in its condensed consolidated balance sheets.
Contract liabilities consist of advance payments and billings in excess of cost incurred and deferred revenue.
Net contract assets (liabilities) consisted of the following:
The $2.3 million increase in the Company’s net contract assets at March 30, 2024 as compared to December 30, 2023 was primarily due to an increase in amounts owed from production of defense products.
In the three months ended March 30, 2024, the Company recognized revenue of $0.3 million related to its contract liabilities at December 30, 2023. In the three months ended April 1, 2023, the Company recognized revenue of $0.5 million related to its contract liabilities at December 31, 2022.
The Company did not recognize impairment losses on its contract assets in the three months ended March 30, 2024 or April 1, 2023.
Performance Obligations
The Company’s revenue recognition related to performance obligations that were satisfied at a point in time and over time were as follows:
Remaining performance obligations represent the transaction price of orders for which work has not been performed and excludes unexercised contract options and potential orders under ordering-type contracts (e.g., indefinite-delivery, indefinite-quantity (“IDIQ”)). As of March 30, 2024, the aggregate amount of the transaction price allocated to remaining performance obligations was $31.1 million which the Company expects to recognize over the next 12 months. The remaining performance obligations represent amounts to be earned under government contracts, which are subject to cancellation.
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LEASES |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 30, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Leases [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| LEASES | 12. LEASES
The Company enters into operating leases primarily for: real estate, including for manufacturing, engineering, research, administration and sales facilities, and information technology (“IT”) equipment. At March 30, 2024 and December 30, 2023, the Company did not have any finance leases. Approximately all of its future lease commitments, and related lease liability, relate to the Company’s real estate leases. Some of the Company’s leases include options to extend or terminate the lease.
The components of lease expense were as follows:
At March 30, 2024, the Company’s future lease payments under non-cancellable leases were as follows:
The Company’s lease liabilities recognized in the Company’s condensed consolidated balance sheet at March 30, 2024 were as follows:
Supplemental cash flow information related to leases was as follows:
Other information related to leases was as follows:
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SEGMENTS AND DISAGGREGATION OF REVENUE |
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Mar. 30, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Segment Reporting [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| SEGMENTS AND DISAGGREGATION OF REVENUE | 13. SEGMENTS AND DISAGGREGATION OF REVENUE
The Company continually monitors and reviews its segment reporting structure in accordance with authoritative guidance to determine if any changes have occurred that would affect its reportable segments. The Company reports under one segment, as its Chief Executive Officer, who is its chief operating decision maker (“CODM”), reviews results on a total company basis.
Total long-lived assets by country at March 30, 2024 and December 30, 2023 were:
The Company disaggregates its revenue from contracts with customers by geographic location and by display application, as it believes this best depicts how the nature, amount, timing and uncertainty of its revenue and cash flows are affected by economic factors.
During the three months ended March 30, 2024 and April 1, 2023, the Company derived its sales from the following geographies:
During the three months ended March 30, 2024 and April 1, 2023, the Company derived its sales from the following display applications:
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LITIGATION |
3 Months Ended |
|---|---|
Mar. 30, 2024 | |
| Commitments and Contingencies Disclosure [Abstract] | |
| LITIGATION | 14. LITIGATION
The Company may engage in legal proceedings arising in the ordinary course of business. Claims, suits, investigations and proceedings are inherently uncertain and it is not possible to predict the ultimate outcome of such matters and its business, financial condition, results of operations or cash flows could be affected in any particular period.
BlueRadios, Inc. v. Kopin Corporation, Civil Action No. 16-02052-JLK (D. Col.):
On August 12, 2016, BlueRadios, Inc. (“BlueRadios”) filed a complaint in the U.S. District Court for the District of Colorado, alleging that the Company breached a contract between it and BlueRadios concerning an alleged joint venture between the Company and BlueRadios to design, develop and commercialize micro-display products with embedded wireless technology referred to as “Golden-i” breached the covenant of good faith and fair dealing associated with that contract, breached its fiduciary duty to BlueRadios, and misappropriated trade secrets owned by BlueRadios in violation of Colorado law (C.R.S. § 7-74-104(4)) and the Defend Trade Secrets Act (18 U.S.C. § 1836(b)(1)). BlueRadios further alleges that the Company was unjustly enriched by its alleged misconduct, BlueRadios is entitled to an accounting to determine the amount of profits obtained by the Company as a result of its alleged misconduct, and the inventorship on at least ten patents or patent applications owned by the Company need to be corrected to list BlueRadios’ employees as inventors and thereby list BlueRadios as co-assignees of the patents. BlueRadios seeks monetary, declaratory, and injunctive relief, including for alleged non-payment of engineering retainer fees.
On October 11, 2016, the Company filed its Answer and Affirmative Defenses. The parties completed expert depositions on November 15, 2019. On December 2, 2019, the Company filed a Motion for Partial Summary Judgment requesting the Court dismiss counts 2-7 in their entirety and counts 1 and 8 in part. BlueRadios also filed a Motion for Partial Summary Judgment alleging it is the co-owner of U.S. Patent No. 8,909,296. Responses to the Motions for Partial Summary Judgment were filed on January 15, 2020, and replies were filed on February 19, 2020. On September 25, 2020, the Court denied BlueRadios’ Motion for Partial Summary Judgment. On August 3, 2022, the Court granted the Company’s Motion for Partial Summary Judgment by dismissing counts 3, 6, 7, punitive damages under count 2, and count 8 as it relates to patent applications, and denying the motion as it relates to counts 1, 4, and 5, and the remainder of counts 2 and 8. The Court also ordered discovery reopened for certain limited purposes. A trial date was set by the Court for January 22 – February 5, 2024 but then re-scheduled for March 20-April 16. On Monday, April 22, 2024, after a four week trial, a jury verdict was entered finding for BlueRadios and awarding approximately $5.1 million in damages as well as recommending $19.7 million in disgorgement and exemplary damages. While no final judgment has been issued by the Court, the Court will take that recommendation under advisement and will rule in its final judgment on the final amount after briefing on the issues. The Company plans to argue that the disgorgement and exemplary damages should be reduced. Briefing on those issues should conclude in June, 2024. The Company understands that the plaintiff plans to seek additional amounts, including pre-judgment interest and attorneys’ fees as well as equitable remedies. The Company is currently considering an appeal of any final judgment. The Company accrued the $5.1 million in damages as well as the $19.7 million in disgorgement and exemplary damages in the three months ended March 30, 2024 financial statements.
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RELATED PARTY TRANSACTIONS |
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| Related Party Transactions [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| RELATED PARTY TRANSACTIONS | 15. RELATED PARTY TRANSACTIONS
The Company may from time to time enter into agreements with stockholders, affiliates and other companies engaged in certain aspects of the display, electronics, optical and software industries as part of its business strategy. In addition, the wearable computing product market is relatively new and there may be other technologies the Company needs to purchase from affiliates to enhance its product offering.
On January 5, 2023, the Company entered into a Technology License Agreement and an Asset Purchase Agreement (the “LST Agreements”) with Lightning Silicon Technology, Inc. (“LST”). Pursuant to the LST Agreements, the Company issued a license to LST for certain technology associated with its Organic Light Emitting Technology, transferred in-process development contracts with two customers and accounts receivables that the Company had previously determined were not collectible. The technology license agreement provides for Kopin to transfer certain patents to LST if LST achieves certain milestones, however upon transfer Kopin will receive a license to the technology. To the extent LST makes improvements to the technology licensed from Kopin, Kopin will receive a license for these improvements for certain markets. Kopin is not obligated to provide any additional funding support to LST. As consideration for the transaction, the Company received common shares representing a 20.0% equity stake in LST. The Company will also receive a royalty based on unit sales of products that utilize the technology licensed. Drs. John Fan, the Company’s former President and CEO and former Chairman of the Board, Boryeu Tsaur, a former Executive Vice President of the Company and Hong Choi, the Company’s former Chief Technology Officer terminated their employment with the Company and became investors in and members of the management team of LST. Dr. Fan is the Founder of LST. As a result of this transaction, in 2022 the Company wrote off the two operating lease assets associated with facilities used for the development of the Company’s organic light emitting diode (OLED) products. The Company has recorded its investment in LST at $0 as of March 30, 2024.
During the three-month periods ended March 30, 2024 and April 1, 2023, the Company had the following transactions with related parties:
At March 30, 2024 and December 30, 2023, the Company had the following receivables and payables with related parties:
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CASH AND CASH EQUIVALENTS, RESTRICTED CASH, AND MARKETABLE DEBT SECURITIES (Tables) |
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| Cash and Cash Equivalents [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| SCHEDULE OF AVAILABLE-FOR-SALE MARKETABLE DEBT SECURITIES | Investments in available-for-sale marketable debt securities were as follows at March 30, 2024 and December 30, 2023:
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| SCHEDULE OF MARKETABLE DEBT SECURITIES | The contractual maturity of the Company’s marketable debt securities was as follows at March 30, 2024:
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FAIR VALUE MEASUREMENTS (Tables) |
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| Fair Value Disclosures [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| SCHEDULE OF FAIR VALUE MEASUREMENTS OF FINANCIAL ASSETS | The following table details the fair value measurements of the Company’s financial assets:
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| The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate fair value because of their short-term nature. If accrued liabilities were carried at fair value, these would be classified as Level 2 in the fair value hierarchy. | The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate fair value because of their short-term nature. If accrued liabilities were carried at fair value, these would be classified as Level 2 in the fair value hierarchy.
Marketable Debt Securities
Corporate debt consists of floating rate notes with a maturity that may be over multiple years but has interest rates that are reset every three months. The Company validates the fair market values of the financial instruments above by using discounted cash flow models, obtaining independent pricing of the securities or through the use of a model that incorporates the three-month interest rate, the credit default swap rate of the issuer and the bid and ask price spread of the same or similar investments which are traded on several markets.
Equity Investments
The Company has an investment in RealWear Inc. (RealWear) which had been valued at $5.2 million. In the second quarter of 2023, the Company received shares valued at approximately $0.4 million as payment of royalties. In the second quarter of 2023, the Company reviewed the financial condition and an observable price point in an equity transaction, and as a result, the Company recorded an impairment charge of $3.1 million to reduce the value of the investment to $2.5 million. As of March 30, 2024, the Company owned an approximate 3.3% interest in this investment.
The equity investments categorized as Level 1 at March 30, 2024 were the Company’s equity investments in publicly traded companies that met the categorization requirements for Level 1 classification.
|
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ACCOUNTS RECEIVABLE, NET (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 30, 2024 | |||||||||||||||||||||||||||||||||||||
| Receivables [Abstract] | |||||||||||||||||||||||||||||||||||||
| SCHEDULE OF ACCOUNTS RECEIVABLE | Accounts receivable consisted of the following:
|
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| SCHEDULE OF CHANGE IN ALLOWANCE FOR CREDIT LOSSES | Changes to the allowance for credit losses for the three months ended March 30, 2024 were as follows:
|
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INVENTORY (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 30, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||
| Inventory Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
| SCHEDULE OF INVENTORY | Inventories are stated at standard cost adjusted to approximate the lower of cost (first-in, first-out method) or net realizable value and consist of the following at March 30, 2024 and December 30, 2023:
|
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NET LOSS PER SHARE (Tables) |
3 Months Ended | |||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 30, 2024 | ||||||||||||||||||||||||||||
| Net loss per share | ||||||||||||||||||||||||||||
| SCHEDULE OF NON-VESTED RESTRICTED COMMON STOCK |
|
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STOCKHOLDERS’ EQUITY AND STOCK-BASED COMPENSATION (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 30, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| SCHEDULE OF NON-VESTED RESTRICTED STOCK ACTIVITY | Restricted stock activity for the three month period ended March 30, 2024 was as follows:
|
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| SCHEDULE OF STOCK-BASED COMPENSATION EXPENSE |
|
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ACCRUED WARRANTY (Tables) |
3 Months Ended | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 30, 2024 | |||||||||||||||||||||
| Guarantees and Product Warranties [Abstract] | |||||||||||||||||||||
| SCHEDULE OF ACCRUED WARRANTY |
|
CONTRACT ASSETS AND LIABILITIES (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 30, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Contract Assets And Liabilities | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| SCHEDULE OF CONTRACT WITH CUSTOMER, ASSET AND LIABILITY | Net contract assets (liabilities) consisted of the following:
|
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| SCHEDULE OF SATISFACTION OF PERFORMANCE OBLIGATION | The Company’s revenue recognition related to performance obligations that were satisfied at a point in time and over time were as follows:
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LEASES (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 30, 2024 | |||||||||||||||||||||||||||||||||||||||||
| Leases [Abstract] | |||||||||||||||||||||||||||||||||||||||||
| SCHEDULE OF LEASE EXPENSE | The components of lease expense were as follows:
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| SCHEDULE OF FUTURE LEASE PAYMENT UNDER NON-CANCELLABLE LEASE | At March 30, 2024, the Company’s future lease payments under non-cancellable leases were as follows:
|
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| SCHEDULE OF OPERATING LEASE PAYMENTS RECOGNIZED IN CONSOLIDATED BALANCE SHEETS | The Company’s lease liabilities recognized in the Company’s condensed consolidated balance sheet at March 30, 2024 were as follows:
|
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| SCHEDULE OF SUPPLEMENTAL INFORMATION RELATED TO LEASES | Supplemental cash flow information related to leases was as follows:
Other information related to leases was as follows:
|
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SEGMENTS AND DISAGGREGATION OF REVENUE (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 30, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Segment Reporting [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| SCHEDULE OF LONG-LIVED ASSETS BY GEOGRAPHIC AREAS | Total long-lived assets by country at March 30, 2024 and December 30, 2023 were:
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| SCHEDULE SEGMENT INFORMATION BY REVENUE TYPE | During the three months ended March 30, 2024 and April 1, 2023, the Company derived its sales from the following geographies:
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| SCHEDULE OF SEGMENT REPORTING INFORMATION, BY SEGMENT | During the three months ended March 30, 2024 and April 1, 2023, the Company derived its sales from the following display applications:
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RELATED PARTY TRANSACTIONS (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 30, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Related Party Transactions [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| SCHEDULE OF TRANSACTIONS WITH RELATED PARTIES | During the three-month periods ended March 30, 2024 and April 1, 2023, the Company had the following transactions with related parties:
At March 30, 2024 and December 30, 2023, the Company had the following receivables and payables with related parties:
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BASIS OF PRESENTATION (Details Narrative) - USD ($) |
3 Months Ended | 12 Months Ended | ||
|---|---|---|---|---|
Apr. 22, 2024 |
Mar. 30, 2024 |
Apr. 01, 2023 |
Dec. 30, 2023 |
|
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
| Net losses | $ 32,548,215 | $ 2,628,555 | $ 19,600,000 | |
| Net cash outflows from operations | 3,106,950 | $ 4,174,551 | $ 15,300,000 | |
| Estimated possible damages amount | 24,800,000 | |||
| Damages settlement | $ 5,100,000 | |||
| Exemplary damages | $ 19,700,000 | |||
| Cash and cash equivalents, restricted cash, and marketable debt securities | $ 21,800,000 | |||
SCHEDULE OF AVAILABLE-FOR-SALE MARKETABLE DEBT SECURITIES (Details) - USD ($) |
Mar. 30, 2024 |
Dec. 30, 2023 |
|---|---|---|
| Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
| Amortized Cost | $ 7,730,156 | $ 12,250,204 |
| Unrealized Losses | (39,076) | (58,204) |
| Fair Value | 7,691,080 | 12,192,000 |
| U.S. Government and Agency Backed Securities [Member] | ||
| Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
| Amortized Cost | 1,500,018 | 4,500,030 |
| Unrealized Losses | (14,343) | (25,655) |
| Fair Value | 1,485,675 | 4,474,375 |
| Corporate Debt [Member] | ||
| Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
| Amortized Cost | 6,230,138 | 7,750,174 |
| Unrealized Losses | (24,733) | (32,549) |
| Fair Value | $ 6,205,405 | $ 7,717,625 |
SCHEDULE OF MARKETABLE DEBT SECURITIES (Details) - USD ($) |
Mar. 30, 2024 |
Dec. 30, 2023 |
|---|---|---|
| Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
| Less than One year | $ 6,724,227 | |
| One to Five years | 966,853 | |
| Marketable debt securities | 7,691,080 | $ 12,192,000 |
| US Government Agencies Debt Securities [Member] | ||
| Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
| Less than One year | 998,880 | |
| One to Five years | 486,795 | |
| Marketable debt securities | 1,485,675 | |
| Corporate Debt Securities [Member] | ||
| Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
| Less than One year | 5,725,347 | |
| One to Five years | 480,058 | |
| Marketable debt securities | $ 6,205,405 |
CASH AND CASH EQUIVALENTS, RESTRICTED CASH, AND MARKETABLE DEBT SECURITIES (Details Narrative) - USD ($) |
Mar. 30, 2024 |
Dec. 30, 2023 |
|---|---|---|
| Cash and Cash Equivalents [Abstract] | ||
| Restricted cash | $ 750,000 | $ 500,000 |
FAIR VALUE MEASUREMENTS (Details Narrative) - USD ($) $ in Millions |
3 Months Ended | |
|---|---|---|
Jul. 01, 2023 |
Mar. 30, 2024 |
|
| Investments | $ 5.2 | |
| Payments for Royalties | $ 0.4 | |
| Asset Impairment Charges | 3.1 | |
| Increase (Decrease) in Receivable for Investment Sold | $ 2.5 | |
| RealWear, Inc. [Member] | ||
| Equity Method Investment, Ownership Percentage | 3.30% |
SCHEDULE OF ACCOUNTS RECEIVABLE (Details) - USD ($) |
Mar. 30, 2024 |
Dec. 30, 2023 |
|---|---|---|
| Receivables [Abstract] | ||
| Accounts receivable | $ 7,788,658 | $ 10,731,036 |
| Less — allowance for credit losses | (987,000) | (1,025,000) |
| Total | $ 6,801,658 | $ 9,706,036 |
SCHEDULE OF CHANGE IN ALLOWANCE FOR CREDIT LOSSES (Details) |
3 Months Ended |
|---|---|
|
Mar. 30, 2024
USD ($)
| |
| Receivables [Abstract] | |
| Balance, December 30, 2023 | $ 1,025,000 |
| Additions | |
| Write-offs | (38,000) |
| Balance, March 30, 2024 | $ 987,000 |
SCHEDULE OF INVENTORY (Details) - USD ($) |
Mar. 30, 2024 |
Dec. 30, 2023 |
|---|---|---|
| Inventory Disclosure [Abstract] | ||
| Raw materials | $ 3,968,980 | $ 4,785,197 |
| Work-in-process | 1,579,838 | 2,018,421 |
| Finished goods | 571,537 | 798,188 |
| Total | $ 6,120,355 | $ 7,601,806 |
SCHEDULE OF NON-VESTED RESTRICTED COMMON STOCK (Details) - shares |
3 Months Ended | |
|---|---|---|
Mar. 30, 2024 |
Apr. 01, 2023 |
|
| Net loss per share | ||
| Non-vested restricted common stock | 3,076,520 | 1,530,945 |
SCHEDULE OF NON-VESTED RESTRICTED STOCK ACTIVITY (Details) - $ / shares |
3 Months Ended | |
|---|---|---|
Mar. 30, 2024 |
Apr. 01, 2023 |
|
| Equity [Abstract] | ||
| Number of Shares, Outstanding | 1,931,767 | |
| Weighted Average Grant Fair Value, Outstanding | $ 1.65 | |
| Number of Shares, Granted | 1,164,817 | 200,294 |
| Weighted Average Grant Fair Value, Granted | $ 2.68 | |
| Number of Shares, Forfeited | ||
| Weighted Average Grant Fair Value, Forfeited | ||
| Number of Shares, Vested | (20,064) | |
| Weighted Average Grant Fair Value, Vested | $ 1.91 | |
| Number of Shares, Outstanding | 3,076,520 | |
| Weighted Average Grant Fair Value, Outstanding | $ 2.04 | |
SCHEDULE OF STOCK-BASED COMPENSATION EXPENSE (Details) - USD ($) |
3 Months Ended | |
|---|---|---|
Mar. 30, 2024 |
Apr. 01, 2023 |
|
| Stock based compensation expense | $ 734,928 | $ 194,190 |
| Cost of Product Revenues [Member] | ||
| Stock based compensation expense | 220,605 | 26,218 |
| Research and Development [Member] | ||
| Stock based compensation expense | 143,823 | 16,874 |
| Selling General and Administrative [Member] | ||
| Stock based compensation expense | $ 370,500 | $ 151,098 |
SCHEDULE OF ACCRUED WARRANTY (Details) |
3 Months Ended |
|---|---|
|
Mar. 30, 2024
USD ($)
| |
| Guarantees and Product Warranties [Abstract] | |
| Balance, December 30, 2023 | $ 2,160,000 |
| Additions | 177,600 |
| Claims | (177,600) |
| Balance, March 30, 2024 | $ 2,160,000 |
ACCRUED WARRANTY (Details Narrative) $ in Millions |
3 Months Ended |
|---|---|
|
Mar. 30, 2024
USD ($)
| |
| Product Information [Line Items] | |
| Extended product warranty description | The Company typically warrants its products against defect for 12 to 18 months, however, for certain products a customer may purchase an extended warranty. |
| Warrant [Member] | |
| Product Information [Line Items] | |
| Deferred revenue | $ 0.1 |
| Revenue Benchmark [Member] | |
| Product Information [Line Items] | |
| Extended product warranty description | Deferred revenue represents the purchase of extended warranties by the Company’s customers. The Company recognizes revenue from an extended warranty on the straight-line method over the life of the extended warranty, which is typically 12 to 15 months |
| Standard product warranty description | standard 12 to 18-month warranty. |
INCOME TAXES (Details Narrative) - USD ($) $ in Millions |
3 Months Ended | |
|---|---|---|
Mar. 30, 2024 |
Apr. 01, 2023 |
|
| Income Tax Disclosure [Abstract] | ||
| Current income tax expense (benefit) | $ 0.0 | $ 0.1 |
| Operating loss carryforwards | $ 122.7 | |
| Operating loss carryforwards expiring date | expiring 2024 through 2038 | |
| Operating loss carryforwards unlimited | $ 116.2 | |
SCHEDULE OF CONTRACT WITH CUSTOMER, ASSET AND LIABILITY (Details) - USD ($) |
3 Months Ended | |
|---|---|---|
Mar. 30, 2024 |
Dec. 30, 2023 |
|
| Contract Assets And Liabilities | ||
| Contract assets and unbilled receivables | $ 5,687,165 | $ 3,409,809 |
| Change in contract assets and unbilled receivables | $ 2,277,356 | |
| Percentage of contract assets and unbilled receivables | 67.00% | |
| Contract liabilities and billings in excess of revenue earned | $ (886,432) | (916,826) |
| Change in contract liabilities and billings in excess of revenue earned | $ 30,394 | |
| Percentage of contract liabilities and billings in excess of revenue earned | (3.00%) | |
| Contract liabilities-noncurrent | $ (10,080) | (23,198) |
| Change in contract liabilities-noncurrent | $ 13,118 | |
| Percentage of contract liabilities-noncurrent | (57.00%) | |
| Net contract assets | $ 4,790,653 | $ 2,469,785 |
| Change in net contract assets | $ 2,320,868 | |
| Percentage of net contract assets | 94.00% |
SCHEDULE OF SATISFACTION OF PERFORMANCE OBLIGATION (Details) |
3 Months Ended | |
|---|---|---|
Mar. 30, 2024 |
Apr. 01, 2023 |
|
| Transferred at Point in Time [Member] | ||
| Disaggregation of Revenue [Line Items] | ||
| Performance obligation percentage | 26.00% | 26.00% |
| Transferred over Time [Member] | ||
| Disaggregation of Revenue [Line Items] | ||
| Performance obligation percentage | 74.00% | 74.00% |
CONTRACT ASSETS AND LIABILITIES (Details Narrative) - USD ($) $ in Millions |
3 Months Ended | |
|---|---|---|
Mar. 30, 2024 |
Apr. 01, 2023 |
|
| Contract Assets And Liabilities | ||
| Net contract assets | $ 2.3 | |
| Contract with customer, liability, revenue recognized | 0.3 | $ 0.5 |
| Revenue, remaining performance obligation, amount | $ 31.1 | |
SCHEDULE OF LEASE EXPENSE (Details) - USD ($) |
3 Months Ended | |
|---|---|---|
Mar. 30, 2024 |
Apr. 01, 2023 |
|
| Leases [Abstract] | ||
| Operating lease cost | $ 227,802 | $ 214,563 |
SCHEDULE OF FUTURE LEASE PAYMENT UNDER NON-CANCELLABLE LEASE (Details) |
Mar. 30, 2024
USD ($)
|
|---|---|
| Leases [Abstract] | |
| 2024 (excluding the three months ended March 30, 2024) | $ 579,834 |
| 2025 | 639,078 |
| 2026 | 604,000 |
| 2027 | 604,000 |
| 2028 | 201,333 |
| Total future lease payments | 2,628,245 |
| Less imputed interest | (320,163) |
| Total | $ 2,308,082 |
SCHEDULE OF OPERATING LEASE PAYMENTS RECOGNIZED IN CONSOLIDATED BALANCE SHEETS (Details) - USD ($) |
Mar. 30, 2024 |
Dec. 30, 2023 |
|---|---|---|
| Leases [Abstract] | ||
| Operating lease liabilities–current | $ 628,019 | $ 651,503 |
| Operating lease liabilities–noncurrent | 1,680,063 | $ 1,832,982 |
| Total | $ 2,308,082 |
SCHEDULE OF SUPPLEMENTAL INFORMATION RELATED TO LEASES (Details) |
3 Months Ended |
|---|---|
|
Mar. 30, 2024
USD ($)
| |
| Leases [Abstract] | |
| Cash paid for amounts included in the measurement of operating lease liabilities | $ 216,272 |
| Weighted Average Discount Rate - Operating Leases | 6.26% |
| Weighted Average Remaining Lease Term-Operating Leases (in years) | 3 years 10 months 9 days |
SCHEDULE OF LONG-LIVED ASSETS BY GEOGRAPHIC AREAS (Details) - USD ($) $ in Thousands |
Mar. 30, 2024 |
Dec. 30, 2023 |
|---|---|---|
| Revenues from External Customers and Long-Lived Assets [Line Items] | ||
| Long lived assets | $ 4,541 | $ 4,668 |
| UNITED STATES | ||
| Revenues from External Customers and Long-Lived Assets [Line Items] | ||
| Long lived assets | 4,343 | 4,424 |
| UNITED KINGDOM | ||
| Revenues from External Customers and Long-Lived Assets [Line Items] | ||
| Long lived assets | $ 198 | $ 244 |
SCHEDULE OF SEGMENT REPORTING INFORMATION, BY SEGMENT (Details) - USD ($) |
3 Months Ended | |
|---|---|---|
Mar. 30, 2024 |
Apr. 01, 2023 |
|
| Revenue from External Customer [Line Items] | ||
| Total Revenues | $ 10,032,641 | $ 10,758,191 |
| Defense [Member] | ||
| Revenue from External Customer [Line Items] | ||
| Total Revenues | 8,233,000 | 6,420,000 |
| Industrial [Member] | ||
| Revenue from External Customer [Line Items] | ||
| Total Revenues | 768,000 | 925,000 |
| Consumer [Member] | ||
| Revenue from External Customer [Line Items] | ||
| Total Revenues | 25,000 | 310,000 |
| Research and Development [Member] | ||
| Revenue from External Customer [Line Items] | ||
| Total Revenues | 900,000 | 2,896,000 |
| License and Royalties [Member] | ||
| Revenue from External Customer [Line Items] | ||
| Total Revenues | $ 107,000 | $ 207,000 |
LITIGATION (Details Narrative) - USD ($) $ in Millions |
Apr. 22, 2024 |
Mar. 30, 2024 |
|---|---|---|
| Commitments and Contingencies Disclosure [Abstract] | ||
| Damages | On Monday, April 22, 2024, after a four week trial, a jury verdict was entered finding for BlueRadios and awarding approximately $5.1 million in damages as well as recommending $19.7 million in disgorgement and exemplary damages. While no final judgment has been issued by the Court, the Court will take that recommendation under advisement and will rule in its final judgment on the final amount after briefing on the issues. | |
| Accrued damages | $ 5.1 | |
| Disgorgement and exemplary damages | $ 19.7 |
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) |
Jan. 05, 2023 |
Mar. 30, 2024 |
|---|---|---|
| Investments | $ 5,200,000 | |
| Lightning Silicon Technology Inc [Member] | ||
| Issuance of shares | 18,000,000 | |
| Ownership percentage | 20.00% | |
| Investments | $ 0 |