8-K - KOPN - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

DC 20549

FORM

8-K

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES

EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): September 5, 2022

KOPIN

CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	000-19882	04-2833935
(State or other jurisdiction of<br><br> <br>incorporation)	(Commission<br><br> <br>File Number)	(I.R.S. Employer<br><br> <br>Identification No.)

125North Drive, Westborough, MA 01581

(Address of principal executive offices) (Zip Code)

(508)870-5959

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title<br> of each class	Trading<br> Symbol	Name<br> of each exchange on which registered
Common<br> Stock, par value $0.01	KOPN	Nasdaq<br> Capital Market

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 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. ☐

Item 5.02.	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 5 , 2022, John C.C. Fan, President and Chief Executive Officer of Kopin Corporation (the “Company”) and Chairman of the Company’s Board of Directors (the “Board”), notified the Company of his resignation as President and CEO effective September 6, 2022. Dr. Fan will continue to serve as Chairman of the Board and will remain employed with the Company as a senior executive. Dr. Fan’s resignation is not the result of any disagreement with the Company.

In connection with the foregoing, Dr. Fan and the Company entered into an amendment to Dr. Fan’s current employment agreement (the “Amendment”). Pursuant the Amendment, Dr. Fan’s service as a member of the Board after December 24, 2022 shall be recognized as providing services to the Company for purposes of Dr. Fan’s two Restricted Stock Agreements dated December 15, 2021. The Amendment also provides that Dr. Fan’s transition from President and CEO prior to December 24, 2022 does not constitute as a termination of his employment by the Company or a resignation by Dr. Fan.

Also on September 5, 2022, the Board appointed Michael Murray as President and Chief Executive Officer effective September 6, 2022. The Board intends to appoint Mr. Murray as a member of the Board in the near future.

Before joining the Company, Mr. Murray, 48, served as President – Cyber of Ultra Electronics Group, a London-based company that provides application-engineered solutions in the key elements of mission critical and intelligent systems, since August 2020. Prior to that, he served as Executive Vice President at Aceinna, an early stage company where he led a global team of executives focused on driving Aceinna’s industry disruptive inertial measurement units, Inertial Navigation Systems and Real-time Kinematic system solutions and the adoption of its OPEN software and algorithm strategies with focus in the U.S. and Chinese markets predominately, from June 2019 to August 2020. Mr. Murray also served as Senior Vice President and General Manager – IIoT and then as Senior Consultant – Industrial IoT Cyber Security at BlackRidge Technology, from October 2017 to March 2020. Before joining BlackRidge Technology, served in various capacities of increasing responsibility at Analog Devices Inc. (Nasdaq: ADI) from 2006 to October 2017, most recently serving as General Manager – Industrial Sensing Group. Mr. Murray has a Bachelor of Science degree in Business Management and a Master of Science in Technology Commercialization from Northeastern University, and a Master of Business Administration from the Massachusetts Institute of Technology. The Company is not aware of any transaction or relationship involving Mr. Murray requiring disclosure under Item 404(a) of Regulation S-K.

In connection with his appointment, Mr. Murray and the Company entered into a letter agreement (the “Agreement”), pursuant to which Mr. Murray will receive an annual base salary of $450,000, payable in accordance with the regular payroll practices of the Company. Additionally, Mr. Murray will receive 800,000 shares of restricted stock, which vest in 20% increments each December 10 beginning in 2023, and a sign-on bonus of $100,000. Mr. Murray will also be entitled to an annual performance-based bonus opportunity in the form of cash and long-term awards, subject to approval by the Board’s Compensation Committee. Mr. Murray also will be eligible for the Company’s standard benefits package and to participate in all applicable group employee benefit plans and programs offered. In the event Mr. Murray’s employment is terminated without Cause upon or within 12 months following a Change of Control (each as defined in the Agreement), (i) Mr. Murray may receive a lump sum payment within 60 days following the termination date equal to the greater of $450,000 or his annualized base salary immediately prior to such termination, (ii) any outstanding equity awards held on the termination date that vest based solely on continued service and would have vested over the following 12 months if not for the termination will become vested, (iii) Mr. Murray will receive a lump sum payment within 60 days following the termination date equal to the COBRA premium that he would pay if he had elected to continue health coverage under the Company’s health plan. In addition, if Mr. Murray does not remain continuously employed by the Company for a period of one year from the commencement of his employment, he must repay his sign-on bonus in full. However, if Mr. Murray is terminated without Cause as a result of a Change of Control within one year of the commencement of his employment, he will not be required to repay his sign-on bonus.

The foregoing summary of the Agreement and the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Agreement and the Amendment, which will be filed as exhibits to the Company’s Quarterly Report on Form 10-Q for the period ending September 24, 2022.

Item 7.01	Regulation FD.

The Company has issued a press release, dated September 7, 2022, announcing the foregoing leadership changes. The press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. The information furnished in Exhibit 99.1 hereto shall not be considered “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into future filings by the Company under the Securities Act of 1933, as amended, or under the Exchange Act, unless the Company expressly sets forth in such future filings that such information is to be considered “filed” or incorporated by reference therein.

Item 9.01	Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release dated September 7, 2022, entitled “Kopin Appoints Michael Murray as New CEO.”
104	Cover<br> 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<br> Corporation
(Registrant)
By:	/s/ Richard A. Sneider
Name:	Richard<br> A. Sneider
Title:	Treasurer<br> and Chief Financial Officer
	(Principal<br> Financial and Accounting Officer)

Date: September 7, 2022

Exhibit99.1

KOPINAPPOINTS MICHAEL MURRAY AS NEW CEO

WESTBOROUGH, Mass. – September 7, 2022 – Kopin® Corporation (Nasdaq: KOPN), a leading provider of high-resolution micro-displays and sub-systems for defense, enterprise and consumer augmented reality, virtual reality, and mixed reality systems, today announced Mr. Michael Murray has succeeded Dr. John C. C. Fan as CEO, effective September 6, 2022. Dr. Fan has held the role of CEO, along with Chairman, since he founded the Company in 1985. Mr. Murray will also join Kopin’s Board of Directors.

“I am delighted and excited to have Michael lead Kopin, and I strongly recommended his appointment as President and CEO to the Board,” said Dr. Fan. “We have been searching for a successor for some time and I believe Michael has the experience to successfully lead the Company in its next stage of growth. I will remain Chairman of Kopin and all the subsidiaries and will work closely with Michael on this important transition, while I continue to focus on strategic and scientific matters especially related to Metaverse,” said Dr. Fan.

Michael Murray joins Kopin from Ultra Electronics Group, a British Defense and Security company, where he served as President of the Cyber business, working with defense ministries and governments. An engineer by training, Mr. Murray has always been associated with technology-focused companies. Prior to Ultra Electronics, he worked at Aceinna as Executive Vice President and Analog Devices, where he led the Industrial Sensing business unit. At these companies Mr. Murray was involved in overall strategy of the business, product development, manufacturing, sales and marketing and acquisitions.

“As a world-wide leader in micro-displays and optics for defense, industrial and consumer markets, I am excited to work with John, the Kopin team and Board of Directors to capitalize on the Company’s success to date and increase its leadership in these areas,” said Mr. Murray.

Michael Murray earned his Associates Degree in Electronic Engineering from George Brown College, Canada in 2006. In 2009, he earned his Bachelor’s degree in Business Management and in 2010 a Master of Science in Technology Commercialization from Northeastern University. In 2014, he obtained a Master’s in Business Administration from Massachusetts Institute of Technology.

AboutKopin

Kopin Corporation is a leading developer and provider of innovative wearable technologies and critical components for integration into wearable computing systems for defense, industrial and consumer products. Kopin’s technology portfolio includes ultra-small displays, optics, and low-power ASICs. For more information, please visit Kopin’s website at www.kopin.com.

Kopin is a trademark of Kopin Corporation.

Forward-LookingStatements

Statements in this press release may be considered “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,” “believes,” “can,” “will,” 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. These forward-looking statements may include statements with respect to: the Company’s growth, the roles and responsibilities of senior management members, and the Company’s leadership in the micro-displays and optics for defense, industrial and consumer markets. 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 press release, except as may otherwise be required by the federal securities laws. These forward-looking statements are only predictions, subject to risks and uncertainties, and actual results could differ materially from those discussed. Important factors that could affect performance and cause results to differ materially from management’s expectations are 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 25, 2021, or as updated from time to time our Securities and Exchange Commission filings.