Kopin Corp NT 10-K, filed Mar 27, 2025
Kopin Corp (KOPN)
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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
SEC File Number 000-19882 |
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Washington, D.C. 20549 |
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FORM 12b-25 |
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CUSIP Number 500600101 |
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NOTIFICATION OF LATE FILING |
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| (Check One): | ☒ Form 10-K | ☐ Form 20-F | ☐ Form 11-K | ☐ Form 10-Q | ☐ Form 10-D | ☐ Form N-CEN | ☐ Form N-CSR | |
For Period Ended: December 28, 2024
☐ Transition Report on Form 10-K
☐ Transition Report on Form 20-F
☐ Transition Report on Form 11-K
☐ Transition Report on Form 10-Q
For the Transition Period Ended:
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I - REGISTRANT INFORMATION
KOPIN CORPORATION
Full Name of Registrant
N/A
Former Name if Applicable
125 North Drive
Address of Principal Executive Office (Street and Number)
Westborough, MA 01581
City, State and Zip Code:
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
| ☒ | (a) | The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
| (b) | The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and | |
| (c) | The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III - NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
Kopin Corporation (the “Company”) has determined that it will be unable to file its Annual Report on Form 10-K for the year ended December 28, 2024 (the “2024 Form 10-K”) within the prescribed time period without unreasonable effort or expense. As previously disclosed on the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 6, 2024, on December 2, 2024, the Audit Committee of the Company’s Board of Directors approved the engagement of BDO USA, P.C. (“BDO”) as the Company’s independent registered public accounting firm, effective upon the execution of a satisfactory engagement letter with BDO, and dismissed the Company’s prior independent registered public accounting firm, RSM US LLP (“RSM”), effective immediately prior to the engagement of BDO. The change in the Company’s independent registered public accounting firm at a time so close to the Company’s fiscal year-end has resulted in the need for additional time for the Company to coordinate the completion of the audit of the financial statements for the year ended December 28, 2024 (the “2024 Audit”).
The Company currently expects to file its Annual Report within the fifteen calendar day extension provided by Rule 12b-25.
Forward-Looking Statements
This Form 12b-25 includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended that involve risks and uncertainties, including statements regarding the Company’s expected date of filing the Annual Report. Forward looking statements are based on current expectations, but are subject to risks and uncertainties that could cause actual results to differ materially from those indicated, including but not limited to risks and uncertainties related to the completion of matters necessary to permit the filing of the Annual Report. There can be no assurance that these forward-looking statements will be achieved, and actual results could differ materially from those suggested by such forward-looking statements.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this notification
| Richard A. Sneider | (508) | 870-5959 | ||
| (Name) | (Area Code) | (Telephone Number) |
(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s). ☒ Yes ☐ No
(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
☒ Yes ☐ No
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
During the fiscal year 2024 the Company accrued $24.8 million for litigation and approximately $6.5 million for legal expenses. As a result, the Company expects to report a significant increase in its net loss as compared to the prior year. In addition, as a result of the litigation and legal costs the Company anticipates that it will conclude there is substantial doubt about its ability to continue as a going concern within one year from the issuance of the 2024 Form 10-K.
KOPIN CORPORATION
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: March 27, 2025 | By: | /s/ Richard A. Sneider |
| Richard A. Sneider | ||
| Treasurer and Chief Financial Officer |
Exhibit 99.1
March 27, 2025
Securities and Exchange Commission
100 F Street N.E.
Washington, D.C. 20549-7561
This letter is written in response to the requirement of Rule 12b-25(c) under the Securities Exchange Act of 1934 and in satisfaction of item (c) of Part II of Form 12b-25.
We are the independent auditors of Kopin Corporation (the “Registrant”). The Registrant has stated in Part III of its filing on Form 12b-25 that it is unable to timely file, without unreasonable effort or expense, its Annual Report on Form 10-K for the year ended December 28, 2024 because our Firm has not yet completed our audit of the financial statements of the Registrant for the year ended December 28, 2024 and is therefore unable to furnish the required opinion on such financial statements.
We hereby advise you that we have read the statements made by the Registrant in Part III of its filing on Form 12b-25 and agree with the statements made therein.
Very truly yours,
/s/ BDO USA, P.C.
Boston, Massachusetts