UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
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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. ☐
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On June 5, 2024, Kopin Corporation (the “Company”) received a deficiency letter from the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market (“Nasdaq”) notifying the Company that, for the preceding 30 consecutive business days, the closing bid price for the Company’s common stock was below the minimum $1.00 per share requirement for continued inclusion on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”).
The notification received has no immediate effect on the Company’s Nasdaq listing. In accordance with Nasdaq rules, the Company has been provided an initial period of 180 calendar days, or until December 2, 2024 (the “Compliance Date”), to regain compliance with the Minimum Bid Price Requirement. If, at any time before the Compliance Date, the closing bid price for the Company’s common stock is at least $1.00 for a minimum of 10 consecutive business days, the Staff will provide the Company written confirmation of compliance with the Minimum Bid Price Requirement.
If the Company does not regain compliance with the Minimum Bid Price Requirement by the Compliance Date, the Company may be eligible for an additional 180 calendar day compliance period. To qualify, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the Minimum Bid Price Requirement, and will need to provide written notice of its intention to cure the deficiency during the second 180 calendar day compliance period, by effecting a reverse stock split, if necessary.
If the Company does not regain compliance with the Minimum Bid Price Requirement by the Compliance Date and is not eligible for an additional compliance period at that time, the Staff will provide written notification to the Company that its common stock will be subject to delisting. At that time, the Company may appeal the Staff’s delisting determination to a Nasdaq Hearings Panel. There can be no assurance that the Company will regain compliance or otherwise maintain compliance with any of the other listing requirements.
The Company intends to monitor the closing bid price of its common stock and may, if appropriate, consider available options to regain compliance with the Minimum Bid Price Requirement.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On June 6, 2024, the Company held its 2024 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) to increase the number of authorized shares of the Company’s common stock, par value $0.01 per share, from 150,000,000 shares to 200,000,000 shares (the “Amendment”).
The Company’s Board of Directors previously approved the Amendment, subject to shareholder approval at the Annual Meeting. On June 11, 2024, the Company filed a Certificate of Amendment to the Charter with the Secretary of State of the State of Delaware to effect the Amendment, which became effective immediately upon such filing.
The foregoing description of the Amendment does not purport to be complete and is subject to and qualified in its entirety by reference to the Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the following matters were acted upon:
1. ELECTION OF DIRECTORS
Jill J. Avery, Chi Chia Hsieh, Michael Murray, David Nieuwsma and Margaret Seif were all elected to serve as directors of the Company each for a term expiring at the Company’s 2025 Annual Meeting and until their successors are duly elected and qualified. Scott L. Anchin (1)
The results of the election of directors are below.
Nominee | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||
Jill J. Avery | 35,922,521 | 1,090,981 | 196,586 | 32,039,903 | ||||
Chi Chia Hsieh | 28,216,572 | 8,739,300 | 254,216 | 32,039,903 | ||||
Michael Murray | 36,382,123 | 691,381 | 136,584 | 32,039,903 | ||||
David Nieuwsma | 36,315,966 | 731,013 | 163,109 | 32,039,903 | ||||
Margaret Seif | 30,589,912 | 883,467 | 5,736,709 | 32,039,903 |
1 Pursuant to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 21, 2024, Scott L. Anchin resigned from the Board effective May 31, 2024 and elected to not stand for reelection to the Board. As a result, all votes cast for the election of Scott L. Anchin were disregarded.
2. APPROVAL OF AN AMENDMENT TO THE 2020 EQUITY INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES AUTHORIZED FOR ISSUANCE UNDER THE 2020 EQUITY INCENTIVE PLAN.
A proposal to ratify an amendment to the Company’s 2020 Equity Incentive Plan to increase the number of shares authorized for issuance under the 2020 Equity Incentive Plan from 11,000,000 to 14,000,000 was approved by the following votes:
Votes For | Votes Against | Abstain | Broker Non-Votes | |||
26,414,046 | 4,493,523 | 6,302,519 | 32,039,903 |
3. PROPOSAL TO AMEND THE COMPANY’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION.
A proposal to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized common shares from 150,000,000 to 200,000,000 was approved by the following votes:
Votes For | Votes Against | Abstain | Broker Non-Votes | |||
59,400,327 | 8,037,703 | 1,811,961 | — |
4. RATIFICATION OF APPOINTMENT OF RSM US LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE FISCAL YEAR ENDED DECEMBER 28, 2024.
A proposal to ratify the appointment of RSM US LLP as the independent registered public accounting firm of the Company for the current fiscal year was approved by the following votes:
Votes For | Votes Against | Abstain | Broker Non-Votes | |||
66,601,663 | 1,687,444 | 960,884 | — |
5. APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.
An advisory vote to approve the compensation of the Company’s named executive officers was approved by the following votes:
Votes For | Votes Against | Abstain | Broker Non-Votes | |||
26,650,929 | 4,175,339 | 6,383,820 | 32,039,903 |
(d) Exhibits
Exhibit | Description | |
3.1 | Certificate of Amendment | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
KOPIN CORPORATION | ||
Dated: | June 11, 2024 | /s/ Richard A. Sneider |
Richard A. Sneider | ||
Treasurer and Chief Financial Officer | ||
(Principal Financial and Accounting Officer) |
Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
KOPIN CORPORATION
Kopin Corporation (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), does hereby certify that:
FIRST: That at a meeting of the Board of Directors of the Corporation (the “Board”), resolutions were duly adopted setting forth a proposed amendment to the Amended and Restated Certificate of Incorporation, as amended to date (the “Charter Amendment”) and declaring said Charter Amendment to be advisable and directing the stockholders of the Corporation to consider said Charter Amendment and to indicate their approval and adoption thereof. The resolution setting forth the amendment is as follows:
RESOLVED: That the first sentence of Article FOURTH of the Amended and Restated Certificate of Incorporation be and hereby is amended to read as follows:
“The total number of shares of all classes of stock which the Corporation shall have authority to issue is Two Hundred Million Three Thousand (200,003,000) shares, consisting of (i) Two Hundred Million (200,000,000) shares of Common Stock, $0.01 par value per share (“Common Stock”), and (ii) Three Thousand (3,000) shares of Preferred Stock, $0.01 par value per share (“Preferred Stock”).”
RESOLVED: That except as expressly amended hereby no other aspect of such Article Fourth shall be modified hereby.
SECOND: That thereafter, pursuant to said resolutions of its Board, the holders of record of not less than a majority of the issued and outstanding shares of Common Stock. par value $.0.01 per share, of said Corporation, representing not less than the minimum number of votes necessary to authorize and take the actions set forth therein, duly adopted said Charter Amendment at a meeting of the holders of Common Stock called for such purpose in accordance with Sections 211 and 222 of the General Corporation Law.
THIRD: That said Charter Amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its duly authorized officer this 11th day of June, 2024.
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IN WITNESS WHEREOF, the undersigned has caused this Certificate of Amendment to the Amended and Restated Certificate of Incorporation to be duly executed on behalf of the Corporation on June 11, 2024.
KOPIN CORPORATION | ||
By: | ||
Name: | Richard A. Sneider | |
Title: | Treasurer and Chief Financial Officer |
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Cover |
Jun. 05, 2024 |
---|---|
Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | Jun. 05, 2024 |
Current Fiscal Year End Date | --12-30 |
Entity File Number | 000-19882 |
Entity Registrant Name | KOPIN CORPORATION |
Entity Central Index Key | 0000771266 |
Entity Tax Identification Number | 04-2833935 |
Entity Incorporation, State or Country Code | DE |
Entity Address, Address Line One | 125 North Drive |
Entity Address, City or Town | Westborough |
Entity Address, State or Province | MA |
Entity Address, Postal Zip Code | 01581 |
City Area Code | (508) |
Local Phone Number | 870-5959 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Title of 12(b) Security | Common Stock, par value $0.01 |
Trading Symbol | KOPN |
Security Exchange Name | NASDAQ |
Entity Emerging Growth Company | false |