KOPIN CORP - Quarter Report: 2022 September (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 24, 2022

☐	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 0-19882

KOPIN CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		04-2833935
State or other jurisdiction of incorporation or organization		(I.R.S. Employer Identification No.)

125 North Drive, Westborough, MA		01581-3335
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (508) 870-5959

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01		KOPN		Nasdaq Capital Market

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 October 28, 2022
Common Stock, par value $0.01		95,124,458

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. Yes ☒ No ☐

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). Yes ☒ No ☐

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	☐
Non-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

		Page No.
Part I – Financial Information

Item 1.	Condensed Consolidated Financial Statements (Unaudited)	3

	Condensed Consolidated Balance Sheets at September 24, 2022 (Unaudited) and December 25, 2021	3

	Condensed Consolidated Statements of Operations (Unaudited) for the three and nine months ended September 24, 2022 and September 25, 2021	4

	Condensed Consolidated Statements of Comprehensive Loss (Unaudited) for the three and nine months ended September 24, 2022 and September 25, 2021	5

	Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) for the three and nine months ended September 24, 2022 and September 25, 2021	6

	Condensed Consolidated Statements of Cash Flows (Unaudited) for the nine months ended September 24, 2022 and September 25, 2021	7

	Notes to Unaudited Condensed Consolidated Financial Statements	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23

Item 4.	Controls and Procedures	24

Part II – Other Information		25

Item 1.	Legal Proceedings	25

Item 1A.	Risk Factors	25

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26

Item 6.	Exhibits	26

Signatures		27

Part 1. FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements (Unaudited)

KOPIN CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

	September 24, 2022			December 25, 2021

ASSETS
Current assets:
Cash and equivalents	$	9,625,414		$	26,787,931
Marketable debt securities, at fair value		5,377,595			2,507,535
Accounts receivable, net of allowance of $134,000 in 2022 and $150,000 in 2021		8,531,835			12,113,070
Contract assets and unbilled receivables		4,605,889			2,299,392
Inventory		6,660,810			6,581,139
Prepaid taxes		139,605			160,599
Prepaid expenses and other current assets		1,586,620			1,758,079
Total current assets		36,527,768			52,207,745
Property, plant and equipment, net		1,627,468			1,888,963
Operating lease right-of-use assets		3,540,073			3,828,066
Other assets		170,932			170,932
Equity investments		7,612,065			4,912,022
Total assets	$	49,478,306		$	63,007,728

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	4,936,931		$	5,483,970
Accrued payroll and expenses		2,661,645			2,413,744
Accrued warranty		1,966,000			517,000
Contract liabilities and billings in excess of revenues earned		1,097,919			4,063,031
Operating lease liabilities		761,734			701,204
Other accrued liabilities		2,893,502			1,202,635
Customer deposits		378,201			2,638,103
Deferred tax liabilities		424,433			513,417
Total current liabilities		15,120,365			17,533,104

Noncurrent contract liabilities and asset retirement obligations		225,210			288,634
Operating lease liabilities, net of current portion		2,753,885			3,108,236
Other long-term obligations		1,170,393			2,450,897
Total liabilities		19,269,853			23,380,871
Commitments and contingencies (Note 13)		-			-
Stockholders’ equity:
Preferred stock, par value $.01 per share: authorized, 3,000 shares; none issued		-			-
Common stock, par value $.01 per share: authorized, 150,000,000 shares; issued 95,107,358 shares in 2022 and 92,146,761 shares in 2021; outstanding 92,627,059 in 2022 and 89,988,528 in 2021		926,270			900,691
Additional paid-in capital		360,673,851			356,931,157
Treasury stock (80,641 shares in 2021, at cost)		-			(366,110	)
Accumulated other comprehensive income		1,030,591			1,414,351
Accumulated deficit		(332,249,645	)		(319,080,898	)
Total Kopin Corporation stockholders’ equity		30,381,067			39,799,191
Noncontrolling interest		(172,614	)		(172,334	)
Total Kopin Corporation stockholders’ equity		30,208,453			39,626,857
Total liabilities and stockholders’ equity	$	49,478,306		$	63,007,728

See notes to unaudited condensed consolidated financial statements

KOPIN CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	2022			2021			2022			2021
	Three months ended			Three months ended			Nine months ended			Nine months ended
	September 24, 2022			September 25, 2021			September 24, 2022			September 25, 2021
Revenues:
Net product revenues	$	8,254,686		$	6,591,852		$	23,765,872		$	21,089,515
Research and development and other revenues		3,474,693			4,295,321			11,450,961			11,379,282
Total revenues		11,729,379			10,887,173			35,216,833			32,468,797
Expenses:
Cost of product revenues		7,987,154			5,145,175			23,676,283			17,586,389
Research and development		3,441,405			3,751,729			13,995,393			11,055,282
Selling, general and administration		4,320,117			4,035,998			13,112,133			13,982,682
Total expenses		15,748,676			12,932,902			50,783,809			42,624,353
Loss from operations		(4,019,297	)		(2,045,729	)		(15,566,976	)		(10,155,556	)
Other (expense) income
Interest income		21,663			9,959			41,195			22,244
Other expense, net		(3,225	)		(31,529	)		(7,952	)		(33,574	)
(Loss) gain on investments		(2,000,000	)		—			2,700,000			—
Foreign currency transaction (losses) gains		(112,315	)		(29,384	)		(227,294	)		100,597
Total other (expense) income		(2,093,877	)		(50,954	)		2,505,949			89,267
Loss before provision for income taxes and net loss attributable to noncontrolling interest		(6,113,174	)		(2,096,683	)		(13,061,027	)		(10,066,289	)
Tax provision		(36,000	)		(32,000	)		(108,000	)		(97,000	)
Net loss		(6,149,174	)		(2,128,683	)		(13,169,027	)		(10,163,289	)
Net (income) loss attributable to the noncontrolling interest		—			(107	)		280			39,394
Net loss attributable to Kopin Corporation	$	(6,149,174	)	$	(2,128,790	)	$	(13,168,747	)	$	(10,123,895	)
Net loss per share
Basic and diluted	$	(0.07	)	$	(0.02	)	$	(0.14	)	$	(0.11	)
Weighted average number of common shares outstanding
Basic and diluted		93,516,231			90,517,330			91,317,288			88,903,658

See notes to unaudited condensed consolidated financial statements

KOPIN CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited)

	2022			2021			2022			2021
	Three months ended			Three months ended			Nine months ended			Nine months ended
	September 24, 2022			September 25, 2021			September 24, 2022			September 25, 2021
Net loss	$	(6,149,174	)	$	(2,128,683	)	$	(13,169,027	)	$	(10,163,289	)
Other comprehensive loss, net of tax:
Foreign currency translation adjustments		(128,994	)		9,575			(170,349	)		(44,592	)
Unrealized holding (loss) gain on marketable securities		(34,110	)		10,125			(212,889	)		(11,755	)
Reclassification of holding losses in net loss		—			—			(522	)		—
Other comprehensive (loss) income, net of tax		(163,104	)		19,700			(383,760	)		(56,347	)
Comprehensive loss		(6,312,278	)		(2,108,983	)		(13,552,787	)		(10,219,636	)
Comprehensive (income) loss attributable to the noncontrolling interest		—			(107	)		280			39,394
Comprehensive loss attributable to Kopin Corporation	$	(6,312,278	)	$	(2,109,090	)	$	(13,552,507	)	$	(10,180,242	)

See notes to unaudited condensed consolidated financial statements

KOPIN CORPORATION

Condensed Consolidated Statements of Stockholders’ Equity

(Unaudited)

	Shares		Amount		Capital			Stock			Income			Deficit			Equity			Interest			Equity
	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 25, 2021		90,069,169	$	900,691	$	356,931,157		$	(366,110	)	$	1,414,351		$	(319,080,898	)	$	39,799,191		$	(172,334	)	$	39,626,857
Stock-based compensation expense		-		-		656,073			-			-			-			656,073			-			656,073
Vesting of restricted stock		154,421		1,544		(1,544	)		-			-			-			-			-			-
Restricted stock for tax withholding obligations		-		-		-			(95,613	)		-			-			(95,613	)		-			(95,613	)
Other comprehensive loss		-		-		-			-			(113,906	)		-			(113,906	)		-			(113,906	)
Net loss		-		-		-			-			-			(1,372,641	)		(1,372,641	)		(23	)		(1,372,664	)
Balance, March 26, 2022		90,223,590		902,235		357,585,686			(461,723	)		1,300,445			(320,453,539	)		38,873,104			(172,357	)		38,700,747
Stock-based compensation expense		-		-		417,033			-			-			-			417,033			-			417,033
Vesting of restricted stock		50,000		500		(500	)		-			-			-			-			-			-
Sale of registered stock		1,529,047		15,290		1,550,092			461,723			-			-			2,027,105			-			2,027,105
Other comprehensive loss		-		-		-			-			(106,750	)		-			(106,750	)		-			(106,750	)
Net loss		-		-		-			-			-			(5,646,932	)		(5,646,932	)		(257	)		(5,647,189	)
Balance, June 25, 2022		91,802,637		918,025		359,552,311			-			1,193,695			(326,100,471	)		35,563,560			(172,614	)		35,390,946

Stock-based compensation expense		-		-		297,549			-			-			-			297,549			-			297,549
Vesting of restricted stock		149,422		1,495		(1,495	)		-			-			-			-			-			-
Sale of registered stock		675,000		6,750		825,486			-			-			-			832,236			-			832,236
Other comprehensive loss		-		-		-			-			(163,104	)		-			(163,104	)		-			(163,104	)
Net loss		-		-		-			-			-			(6,149,174	)		(6,149,174	)		-			(6,149,174	)
Balance, September 24, 2022		92,627,059	$	926,270	$	360,673,851		$	-		$	1,030,591		$	(332,249,645	)	$	30,381,067		$	(172,614	)	$	30,208,453

	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 26, 2020		88,007,535		$	880,075		$	341,512,893		$	(9,793,946	)	$	1,484,434		$	(305,648,025	)	$	28,435,431		$	(136,836	)	$	28,298,595
Stock-based compensation expense		-			-			2,610,166			-			-			-			2,610,166			-			2,610,166
Vesting of restricted stock		950,000			9,500			(9,500	)		-			-			-			-			-			-
Sale of registered stock		-			-			6,336,470			9,183,614			-			-			15,520,084			-			15,520,084
Restricted stock for tax withholding obligations		(3,586	)		(37	)		(32,668	)		-			-			-			(32,705	)		-			(32,705	)
Other comprehensive loss		-			-			-			-			(19,556	)		-			(19,556	)		-			(19,556	)
Net loss		-			-			-			-			-			(4,146,238	)		(4,146,238	)		(39,485	)		(4,185,723	)
Balance, March 27, 2021		88,953,949			889,538			350,417,361			(610,332	)		1,464,878			(309,794,263	)		42,367,182			(176,321	)		42,190,861
Stock-based compensation expense		-			-			514,509			-			-			-			514,509			-			514,509
Vesting of restricted stock		60,000			600			(600	)		-			-			-			-			-			-
Sale of registered stock		-			-			487,714			352,680			-			-			840,394			-			840,394
Other comprehensive loss		-			-			-			-			(56,491	)		-			(56,491	)		-			(56,491	)
Net loss		-			-			-			-			-			(3,848,867	)		(3,848,867	)		(16	)		(3,848,883	)
Balance, June 26, 2021		89,013,949		$	890,138		$	351,418,984		$	(257,652	)	$	1,408,387		$	(313,643,130	)	$	39,816,727		$	(176,337	)	$	39,640,390
Stock-based compensation expense		-			-			642,184			-			-			-			642,184			-			642,184
Sale of registered stock		532,540			5,326			4,427,917			257,652			-			-			4,690,895			-			4,690,895
Other comprehensive Income		-			-			-			-			19,700			-			19,700			-			19,700
Other comprehensive Income (Loss)		-			-			-			-			19,700			-			19,700			-			19,700
Net loss		-			-			-			-			-			(2,128,790	)		(2,128,790	)		107			(2,128,683	)
Balance, September 25, 2021		89,546,489		$	895,464		$	356,489,085		$	-		$	1,428,087		$	(315,771,920	)	$	43,040,716		$	(176,230	)	$	42,864,486

See notes to unaudited condensed consolidated financial statements

KOPIN CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	2022			2021
	Nine months ended			Nine months ended
	September 24, 2022			September 25, 2021
Cash flows from operating activities:
Net loss	$	(13,169,027	)	$	(10,163,289	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		665,217			566,092
Accretion of premium or discount on marketable debt securities		128			6,559
Stock-based compensation		1,370,654			3,766,859
Foreign currency losses (gains)		339,186			(174,213	)
Change in allowance for bad debt		4,772			70,552
Write-off of excess inventory		1,670,993			492,230
Unrealized gains on investments, net of impairment		(2,700,000	)		—
Loss on disposal of property and plant		202,670			71,400
Deferred income taxes		107,509			96,210
Provision for warranty		1,451,478			6,861
Changes in assets and liabilities:
Accounts receivable		3,756,182			2,148,942
Contract assets		(2,302,972	)		617,191
Inventory		(1,944,577	)		(2,772,548	)
Prepaid expenses and other current assets		(272,446	)		(765,430	)
Accounts payable and accrued expenses		(1,651,538	)		(2,938,795	)
Billings in excess of revenue earned		(3,130,965	)		(82,850	)
Net cash used in operating activities		(15,602,736	)		(9,054,229	)
Cash flows from investing activities:
Other assets		23,802			(9,309	)
Capital expenditures		(642,146	)		(865,417	)
Equity investment purchase		(499,998	)		—
Proceeds from sale of marketable debt securities		1,000,000			200,000
Purchases of marketable debt securities		(4,000,042	)		—
Net cash used in investing activities		(4,118,384	)		(674,726	)
Cash flows from financing activities:
Sale of treasury stock, net of costs		461,723			—
Settlements of restricted stock for tax withholding obligations		(95,613	)		(32,705	)
Issuance of common stock, net of costs		2,397,618			21,051,373
Net cash provided by financing activities		2,763,728			21,018,668
Effect of exchange rate changes on cash		(205,125	)		(52,784	)
Net (decrease) increase in cash and cash equivalents		(17,162,517	)		11,236,929
Cash and cash equivalents:
Beginning of period		26,787,931			17,112,869
End of period	$	9,625,414		$	28,349,798

See notes to unaudited condensed consolidated financial statements

KOPIN CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION

The condensed consolidated financial statements of Kopin Corporation as of September 24, 2022 and for the three and nine month periods ended September 24, 2022 and September 25, 2021 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 25, 2021. 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 Company’s products are targeted towards the defense and industrial/enterprise wearable markets. Management believes the industrial wearable market is still developing and cannot predict how long it will take to develop or if the Company’s products will be accepted. In addition, the Company’s current strategy is to continue to invest in research and development, even during unprofitable periods, which may result in the Company continuing to incur net losses and negative cash flows from operations. If the Company is unable to achieve and maintain positive cash flows and profitability in the foreseeable future, its financial condition may ultimately be materially adversely affected such that management may be required to reduce operating expenses, including investments in research and development, or raise additional capital. While there can be no assurance the Company will be able to successfully reduce operating expenses or raise additional capital, management believes its historical success in managing cash flows and obtaining capital will continue in the foreseeable future.

The Company has incurred net losses of $13.2 million and $13.4 million for the nine-month period ended September 24, 2022 and for the fiscal year ended December 25, 2021, respectively, and net cash outflows from operations of $15.6 million and $10.7 million for the nine-month period ended September 24, 2022 and for the fiscal year ended December 25, 2021, respectively. The Company’s net cash outflows from operations were partially a result of funding its ongoing investments in research and development, which management believes will continue and production inefficiencies resulting from intermittent supply chain disruptions. These factors initially raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans to alleviate the conditions that raise substantial doubt include operational improvements being implemented and the curtailment of certain development programs, both of which are expected to preserve cash. Management estimates the Company will have sufficient liquidity to fund operations at least through the fourth quarter of 2023. The Company has in the past sold equity securities through at-the-market equity offerings and in the traditional fashion of significant equity offerings. Nonetheless, management monitors the capital markets on an ongoing basis and may consider raising capital if favorable market conditions develop. If the Company’s actual results are less than projected or the Company needs to raise capital for additional liquidity, the Company may be required to do additional equity financings, reduce expenses, or enter into a strategic transaction. However, management can make no assurance that the Company will be able to raise additional capital, reduce expenses sufficiently, or enter into a strategic transaction on terms acceptable to the Company, or at all.

2. ACCOUNTING STANDARDS

Accounting Standards Issued But Not Yet Adopted

In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which requires measurement and recognition of expected credit losses for financial assets held. In November 2019, the FASB issued ASU 2019-10 that has extended the effective date of ASU 2016-13 for Smaller Reporting Entities to fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. The Company is currently evaluating ASU 2016-13 and its impact on our consolidated financial statements.

3. CASH AND CASH EQUIVALENTS 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.

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 premium 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 and nine months ended September 24, 2022 and September 25, 2021.

Investments in available-for-sale marketable debt securities were as follows at September 24, 2022 and December 25, 2021:

	Amortized Cost				Unrealized (Losses) Gains					Fair Value
	2022		2021		2022			2021		2022		2021
U.S. government and agency backed securities	$	2,500,006	$	1,000,128	$	(115,706	)	$	522	$	2,384,300	$	1,000,650
Corporate debt and certificates of deposit		3,000,036		1,500,000		(6,741	)		6,885		2,993,295		1,506,885
Total	$	5,500,042	$	2,500,128	$	(122,447	)	$	7,407	$	5,377,595	$	2,507,535

The contractual maturity of the Company’s marketable debt securities was as follows at September 24, 2022:

SCHEDULE OF MARKETABLE DEBT SECURITIES

	Less than One year		One to Five years		Total
U.S. government and agency backed securities	$	-	$	2,384,300	$	2,384,300
Corporate debt and certificates of deposit		2,501,160		492,135		2,993,295
Total	$	2,501,160	$	2,876,435	$	5,377,595

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:

	Total		Level 1		Level 2		Level 3
			Fair Value Measurement at September 24, 2022 Using:
	Total		Level 1		Level 2		Level 3
Cash and cash equivalents	$	9,625,414	$	9,625,414	$	—	$	—
U.S. government securities		2,384,300		—		2,384,300		—
Corporate debt		1,501,160		—		1,501,160		—
Certificates of deposit		1,492,135		1,492,135		—		—
Equity investments		7,612,065		212,616		—		7,399,449
	$	22,615,074	$	11,330,165	$	3,885,460	$	7,399,449

	Total		Level 1		Level 2		Level 3
			Fair Value Measurement at December 25, 2021 Using:
	Total		Level 1		Level 2		Level 3
Cash and cash equivalents	$	26,787,931	$	26,787,931	$	—	$	—
U.S. government securities		1,000,650		—		1,000,650		—
Corporate debt		1,506,885		—		1,506,885		—
Equity investments		4,912,022		296,173		—		4,615,849
	$	34,207,488	$	27,084,104	$	2,507,535	$	4,615,849

Transfers between levels of the fair value hierarchy are reported at the beginning of the reporting period in which they occur. Changes in Level 3 investments were as follows:

		December 25, 2021				Unrealized gains				Unrealized losses				Purchases, issuances and settlements				September 24, 2022
Equity investments		$	4,615,849			$	4,700,000			$	(2,416,398	)		$	499,998			$	7,399,449

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 is over multiple years but has interest rates that are reset every three months based on the then-current three-month London Interbank Offering Rate (“three-month Libor”). 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 Libor, 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

From 2017 through 2019, the Company made several equity investments in a customer. In the fourth quarter of 2019, the Company reviewed the financial condition and other factors of the customer and, as a result, recorded an impairment charge of $5.2 million to reduce its investment in the customer to zero as of December 28, 2019. In the first quarter of 2022, the customer raised additional equity capital and based on an observable price change of the customer’s share prices and terms of the equity sale, the Company remeasured the fair market value of its investment and recorded a gain of $4.7 million. As of September 24, 2022, the Company owned an approximate 2.3% interest in this investment.

In the third quarter of 2022, the Company reviewed the financial condition of an equity interest in a company and, as a result, recorded an impairment charge of $2.0 million to reduce its investment. Additionally, during the three and nine months ended September 24, 2022, the Company recorded approximately $0.2 million and $0.4 million, respectively, of unrealized losses on its equity interest in this company due to a fluctuation in the foreign exchange rate.

5. 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 September 24, 2022 and December 25, 2021:

SCHEDULE OF INVENTORY

	September 24, 2022		December 25, 2021
Raw materials	$	4,407,064	$	5,044,334
Work-in-process		1,766,304		1,032,519
Finished goods		487,442		504,286
Total	$	6,660,810	$	6,581,139

6. 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.

The following were not included in weighted-average common shares outstanding-diluted because they are anti-dilutive or performance conditions have not been met at the end of the period:

	2022		2021		2022		2021
	Three Months Ended		Three Months Ended		Nine months Ended		Nine months Ended
	September 24, 2022		September 25, 2021		September 24, 2022		September 25, 2021
Non-vested restricted common stock		2,480,299		2,628,717		2,480,299		2,628,717

7. STOCKHOLDERS’ EQUITY AND STOCK-BASED COMPENSATION

Registered sale of equity securities

During the three and nine months ended September 24, 2022, the Company sold 675,000 and 2.3 million shares of common stock for gross proceeds of approximately $858,000 (average of $1.27 per share) and $2,948,000 (average of $1.26 per share), respectively, before deducting broker expenses paid by us of less than $0.1 million, pursuant to the Company’s At-The-Market Equity Offering Sales Agreement, dated as of March 5, 2021 (the “ATM Agreement”) with Stifel, Nicolaus & Company, Incorporated (“Stifel”), as agent, under which the Company may sell up to $50 million of our common stock. The Company has approximately $41.4 million worth of common stock remaining available for sale under the ATM Agreement.

During the three and nine months ended September 25, 2021, the Company sold 600,000 and 3.1 million shares of common stock for gross proceeds of $4.8 million (average of $8.00 per share) and $21.7 million (average of $7.00 per share), respectively, before deducting broker expenses paid by us of $0.1 million and $0.7 million, respectively, pursuant to the Company’s ATM Agreement with Stifel, as agent, under which the Company can sell up to $50 million of its common stock and an At-The-Market Equity Offering Sales Agreement dated as of February 8, 2019 (the “Previous ATM Agreement”) also with Stifel as agent. The Previous ATM Agreement has since terminated pursuant to its terms as a result of the sale of all the shares subject to such agreement.

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.

Restricted stock activity for the nine months ended September 24, 2022 was as follows:

				Weighted Average
	Shares			Grant Fair Value
Balance, December 25, 2021		2,077,592		$	2.90
Granted		996,500			1.32
Forfeited		(239,950	)		2.56
Vested		(353,843	)		2.19
Balance, September 24, 2022		2,480,299		$	2.40

Stock-Based Compensation

The following table summarizes stock-based compensation expense within each of the categories below as it relates to non-vested restricted common stock awards for the three and nine months ended September 24, 2022 and September 25, 2021 (no tax benefits were recognized):

	2022		2021		2022		2021
	Three Months Ended		Three Months Ended		Nine months Ended		Nine months Ended
	September 24, 2022		September 25, 2021		September 24, 2022		September 25, 2021
Cost of product revenues	$	41,373	$	37,674	$	119,754	$	206,247
Research and development		111,928		180,152		367,654		395,217
Selling, general and administrative		144,247		424,358		883,246		3,165,395
Total	$	297,548	$	642,184	$	1,370,654	$	3,766,859

Unrecognized compensation expense for non-vested restricted common stock as of September 24, 2022 totaled $3.0 million and is expected to be recognized over a weighted average period of approximately 3.0 years.

8. 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 nine months ended September 24, 2022 were as follows:

SCHEDULE OF ACCRUED WARRANTY

		2022
Balance, December 25, 2021	$	517,000
Additions		2,040,857
Claims		(591,857	)
Balance, September 24, 2022	$	$1,966,000

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 Contract liabilities and billings in excess of revenues earned in its condensed consolidated balance sheets. At September 24, 2022, the Company had less than $0.1 million of deferred revenue related to extended warranties.

9. INCOME TAXES

The Company recorded a provision for income taxes of less than $0.1 million and $0.1 million in the three and nine months ended September 24, 2022 and September 25, 2021, respectively. As of September 24, 2022, the Company has available for tax purposes U.S. federal net operating loss carryforwards (“NOLs”) of approximately $160.3 million expiring 2022 through 2037 and $86.3 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 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.

10. 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:

	September 24, 2022			December 25, 2021			$ Change		% Change
Contract assets —current	$	4,605,889		$	2,299,392		$	2,306,497		100	%
Contract liabilities—current		(1,097,919	)		(4,063,031	)		2,965,112		(73	)%
Contract liabilities—noncurrent		(8,156	)		(20,664	)		12,508		(61	)%
Net contract assets (liabilities)	$	3,499,814		$	(1,784,303	)	$	5,284,117		(296	)%

The $5.3 million increase in the Company’s net contract assets (liabilities) at September 24, 2022 as compared to December 25, 2021 was primarily due to a change in contracts with the U.S. government that resulted in revenue recognized in excess of amounts billed and product revenue recognized over time for defense programs.

In the three and nine months ended September 24, 2022, the Company recognized revenue of $0.5 million and $3.6 million, respectively, related to our contract liabilities at December 25, 2021. In the three and nine months ended September 25, 2021, the Company recognized revenue of $1.1 million and $2.4 million, respectively, related to our contract liabilities at December 26, 2020.

The Company did not recognize impairment losses on our contract assets in the three or nine months ended September 24, 2022 or September 25, 2021.

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			Nine months ended			Nine months ended
	September 24, 2022			September 25, 2021			September 24, 2022			September 25, 2021
Point in time		29	%		34	%		23	%		34	%
Over time		71	%		66	%		77	%		66	%
Revenue percentage

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 September 24, 2022, the aggregate amount of the transaction price allocated to remaining performance obligations was $20.6 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.

11. 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 September 24, 2022 and December 25, 2021, the Company did not have any finance leases. Approximately all of our 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:

SCHEDULE OF LEASE EXPENSE

	Three Months Ended		Three Months Ended		Nine months Ended		Nine months Ended
	September 24, 2022		September 25, 2021		September 24, 2022		September 25, 2021
Operating lease cost	$	242,833	$	295,252	$	742,697	$	874,176

At September 24, 2022, the Company’s future lease payments under non-cancellable leases were as follows:


2022 (excluding the nine months ended September 24, 2022)	$	227,363
2023		968,535
2024		878,450
2025		634,147
2026		604,000
Thereafter		805,332
Total future lease payments		4,117,827
Less imputed interest		(602,208	)
Total	$	3,515,619

The Company’s lease liabilities recognized in the Company’s condensed consolidated balance sheets at September 24, 2022 were as follows:

	September 24, 2022
Operating lease liabilities - current	$	761,734
Operating lease liabilities - noncurrent		2,753,885
Total lease liabilities	$	3,515,619

Supplemental cash flow information related to leases was as follows:

	Nine months ended
	September 24, 2022
Cash paid for amounts included in the measurement of operating lease liabilities	$	743,785

Other information related to leases was as follows:

	September 24, 2022
Weighted Average Discount Rate - Operating Leases		5.93	%
Weighted Average Remaining Lease Term - Operating Leases (in years)		4.92

12. SEGMENTS AND DISAGGREGATION OF REVENUE

We continually monitor and review our segment reporting structure in accordance with authoritative guidance to determine if any changes have occurred that would affect our reportable segments. We report under one segment, as our Chief Executive Officer, who is our chief operating decision maker (“CODM”), reviews results on a total company basis.

Total long-lived assets by country at September 24, 2022 and December 25, 2021 were:

Total Long-lived Assets (in thousands)	September 24, 2022		December 25, 2021
U.S.	$	4,770	$	5,381
United Kingdom		398		264
Japan		—		72
Total	$	5,168	$	5,717

The Company disaggregates its revenue from contracts with customers by geographic location and by display application, as it believes it best depicts how the nature, amount, timing and uncertainty of the Company’s revenue and cash flows are affected by economic factors.

During the three and nine months ended September 24, 2022 and September 25, 2021, the Company derived its sales from the following geographies:

	Three months ended					Three months ended					Nine months ended					Nine months ended
	September 24, 2022					September 25, 2021					September 24, 2022					September 25, 2021
(In thousands, except percentages)	Revenue		% of Total			Revenue		% of Total			Revenue		% of Total			Revenue		% of Total
United States	$	9,360		80	%	$	7,665		70	%	$	28,695		82	%	$	22,293		69	%
Other Americas		4		-			-		-			4		-			-		-
Total Americas		9,364		80			7,665		70			28,699		82			22,293		69
Asia - Pacific		2,039		17			2,771		26			5,747		16			9,158		28
Europe		326		3			451		4			771		2			1,018		3
Total Revenues	$	11,729		100	%	$	10,887		100	%	$	35,217		100	%	$	32,469		100	%

During the three and nine months ended September 24, 2022 and September 25, 2021, the Company derived its sales from the following display applications:

	Three months ended		Three months ended		Nine months ended		Nine months ended
(In thousands)	September 24, 2022		September 25, 2021		September 24, 2022		September 25, 2021
Defense	$	5,851	$	3,483	$	17,695	$	12,257
Industrial		1,727		2,724		4,889		7,394
Consumer		676		384		1,182		1,318
R&D		3,375		4,099		11,089		10,364
Other		100		197		362		1,136
Total Revenues	$	11,729	$	10,887	$	35,217	$	32,469

13. 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 the Company’s 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 has not yet been set by the Court. The Company has not concluded a loss from this matter is probable; therefore, the Company has not recorded an accrual for litigation or claims related to this matter for the period ended September 24, 2022. The Company will continue to evaluate information as it becomes known and will record an estimate for losses at the time or times when it is both probable that a loss has been incurred and the amount of the loss is reasonably estimable.

14. 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 our 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.

During the three and nine months ended September 24, 2022 and September 25, 2021, the Company had the following transactions with related parties:

	Sales		Sales
	Three Months Ended
	September 24, 2022		September 25, 2021
	Sales		Sales
HMDmd, Inc.	$	329,100	$	262,096
RealWear, Inc.		108,725		539,250
Sales	$	437,825	$	801,346

	Sales		Sales
	Nine Months Ended
	September 24, 2022		September 25, 2021
	Sales		Sales
HMDmd, Inc.	$	392,025	$	506,986
RealWear, Inc.		827,746		3,100,207
Sales	$	1,219,771	$	3,607,193

At September 24, 2022 and December 25, 2021, the Company had the following receivables with related parties:

	September 24, 2022		December 25, 2021
	Receivables		Receivables
HMDmd, Inc.	$	358,500	$	-
RealWear, Inc.		160,806		306,307
	$	519,306	$	306,307

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 which 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 25, 2021. These factors include: the extent of the impact of the coronavirus (“COVID-19”) pandemic and government responses thereto on our business and operations, and the economic and societal disruptions resulting from the COVID-19 pandemic; our ability to source semiconductor components and other raw materials used in the manufacturing of our products amidst continued intermittent shortages, including from new and alternative suppliers; 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 military, 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.

The following discussion should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended December 25, 2021 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 which 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 discussions of comparative results among periods, including the discussion of results by display application, should be viewed in this context.

Revenues. For the three and nine months ended September 24, 2022 and September 25, 2021, 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		Nine months ended		Nine months ended
(In thousands)	September 24, 2022		September 25, 2021		September 24, 2022		September 25, 2021
Defense	$	5,851	$	3,483	$	17,695	$	12,257
Industrial		1,727		2,724		4,889		7,394
Consumer		676		384		1,182		1,318
R&D		3,375		4,099		11,089		10,364
Other		100		197		362		1,136
Total Revenues	$	11,729	$	10,887	$	35,217	$	32,469

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 for the three and nine months ended September 24, 2022 as compared to the three and nine months ended September 25, 2021 is primarily from an increase in volume shipments for our thermal weapon sight systems for soldiers. We continue to experience intermittent shortages of raw materials, which affected our ability to ship units in the nine month period ended September 24, 2022 and may affect our ability to manufacture and ship products in the fourth quarter of 2022 and beyond.

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 and nine months ended September 24, 2022 as compared to the three and nine months ended September 25, 2021 was primarily due to a decrease in sales of products used within wearable headsets used for applications in manufacturing and distribution and a decrease in sales of display products for 3D automated optical inspection (“AOI”) metrology equipment. Shortages of certain components affected our ability to manufacture and ship products in 2022 for the AOI market.

Our displays for Consumer applications are used primarily in thermal imaging products, recreational rifle and hand-held scopes and augmented reality (AR) and virtual reality (VR) headsets. The increases in Consumer applications revenues for the three months ended September 24, 2022 as compared to the three months ended September 25, 2021 were primarily due to an increased demand for our organic light emitting diode (“OLED”) products. The decreases in Consumer applications revenues for the nine months ended September 24, 2022 as compared to the nine months ended September 25, 2021 were primarily due to a decreased demand for our OLED products. Our OLED products are new and therefore orders are sporadic as customers are qualifying and developing products using our OLED products.

R&D revenues decreased in the three months ended September 24, 2022 as compared to the three months ended September 25, 2021, primarily due to existing customer funded R&D programs moving into production. R&D revenues increased in the nine months ended September 24, 2022 as compared to the nine months ended September 25, 2021, primarily due to an increase in funding for U.S. defense programs and development of OLED displays.

International revenues represented 20% and 18% of total revenues for the three and nine months ended September 24, 2022, respectively, and 30% and 31% of total revenues for the three and nine months ended September 25, 2021, 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, 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 products for 3D AOI metrology equipment and industrial wearable headset 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.

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 and nine months ended September 24, 2022 and September 25, 2021, were as follows:

	Three Months Ended			Three Months Ended			Nine Months Ended			Nine Months Ended
(In thousands, except for percentages)	September 24, 2022			September 25, 2021			September 24, 2022			September 25, 2021
Cost of product revenues	$	7,987		$	5,145		$	23,676		$	17,586
Cost of product revenues as a % of net product revenues		97	%		78	%		100	%		83	%

The increase in cost of product revenues as a percentage of net product revenues for the three months ended September 24, 2022, as compared to the three months ended September 25, 2021, was primarily due to an additional $1.0 million warranty charge resulting from defective material received from a supplier and manufacturing inefficiencies caused by supply chain disruptions. The increase in cost of product revenues as a percentage of net product revenues for the nine months ended September 24, 2022, as compared to the nine months ended September 25, 2021, was primarily due to lower manufacturing efficiencies driven by disruptions to the manufacturing process caused by intermittent raw material shortages, higher prices for raw materials, and the $1.0 million warranty charge.

During 2021, we became aware of global shortages of semiconductor components and production capacity affecting many industries. In the first nine months of 2022, we were impacted by a shortage of several semiconductor components from our regular vendors that are necessary to manufacture our products. We are also seeing prices increase for semiconductor components and other raw materials. We are evaluating other possible sources for the components we use and are in the process of redesigning certain of our products to incorporate alternative semiconductor components. If we are unable to find replacement components, we expect that our production will be disrupted. The shortage of semiconductor components is a very dynamic situation, and we rely on our vendors to provide information about the vendors that they use.

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 2022, 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 statements of operations. R&D expenses for the three and nine months ended September 24, 2022 and September 25, 2021 were as follows:

	Three Months Ended		Three Months Ended		Nine Months Ended		Nine Months Ended
(In thousands)	September 24, 2022		September 25, 2021		September 24, 2022		September 25, 2021
Funded	$	1,843	$	1,996	$	8,391	$	6,622
Internal		1,598		1,756		5,604		4,433
Total research and development expense	$	3,441	$	3,752	$	13,995	$	11,055

Funded R&D expense for the three months ended September 24, 2022 decreased as compared to the three months ended September 25, 2021 primarily due to U.S. defense programs transitioning to production. Funded R&D expense for the nine months ended September 24, 2022 increased as compared to the nine months ended September 25, 2021 primarily due to increased spending on U.S. defense programs. Internal R&D expenses for the three months ended September 24, 2022 decreased compared to the three months ended September 25, 2021 primarily due to decrease in OLED development costs. Internal R&D expenses for the nine months ended September 24, 2022 increased compared to the nine months ended September 25, 2021 primarily due to an increase in OLED development costs and the redesign of certain products to incorporate different semiconductor components as a result of shortages of the legacy semiconductor components.

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 and nine months ended September 24, 2022 and September 25, 2021 were as follows:

	Three Months Ended			Three Months Ended			Nine Months Ended			Nine Months Ended
(In thousands, except for percentages)	September 24, 2022			September 25, 2021			September 24, 2022			September 25, 2021
Selling, general and administration expense	$	4,320		$	4,036		$	13,112		$	13,983
Selling, general and administration expense as a % of revenues		37	%		37	%		37	%		43	%

S,G&A expense increased for the three months ended September 24, 2022 as compared to the three months ended September 25, 2021 primarily due to an increase in compensation and professional fees, which were partially offset by lower stock-based compensation. S,G&A expense decreased for the nine months ended September 24, 2022 as compared to the nine months ended September 25, 2021 primarily due to a decrease in stock-based compensation and professional fees partially offset by increases in compensation costs, information technology expenses and travel expenses.

Other (Expense) Income, net. Other (expense) income, net, is primarily composed of interest income, foreign currency transaction and remeasurement gains and losses incurred by our U.K.-based subsidiary and fair value adjustments for equity investments. Other (expense) income, net, for the three and nine months ended September 24, 2022 and September 25, 2021 was as follows:

	Three Months Ended			Three Months Ended			Nine Months Ended		Nine Months Ended
(In thousands)	September 24, 2022			September 25, 2021			September 24, 2022		September 25, 2021
Other (expense) income, net	$	(2,094	)	$	(51	)	$	2,506	$	89

In the three months ended September 24, 2022, we recorded a $2.0 million impairment charge on an equity investment. Other income for the first quarter of 2022 includes a gain of $4.7 million resulting from the mark to market of an equity investment. During the three and nine months ended September 24, 2022, we recorded foreign currency losses of $0.1 million and $0.2 million, respectively, as compared to foreign currency losses of less than $0.1 million and gains of $0.1 million, respectively for the three and nine months ended September 25, 2021.

Tax Provision. We recorded a provision for income taxes of less than $0.1 million and approximately $0.1 million in the three and nine months ended September 24, 2022 and September 25, 2021, respectively.

Net Loss Attributable to Noncontrolling Interest. As of September 24, 2022, we owned 80% of the equity of eMDT America (“eMDT”). Net loss attributable to noncontrolling interest on our condensed consolidated statements of operations represents the portion of the results of operations of eMDT which is allocated to the stockholders of the equity interests not owned by us. The change in net loss attributable to noncontrolling interest is the result of the change in the results of operations of eMDT for the three and nine months ended September 24, 2022 and September 25, 2021.

Net Loss Attributable to Kopin Corporation. We incurred net losses attributable to Kopin Corporation of $6.1 million and $13.2 million during the three and nine months ended September 24, 2022, respectively, compared to net losses attributable to Kopin Corporation of $2.1 million and $10.1 million during the three and nine months ended September 25, 2021, respectively. The increase in the net loss attributable to Kopin Corporation during the three and nine months ended September 24, 2022 compared to the three and nine months ended September 25, 2021 was partially due to a $1.0 million warranty charge due to a supply chain related quality issue from a vendor, lower gross margins, and a $2.0 million impairment charge on an equity investment.

Liquidity and Capital Resources

At September 24, 2022 and December 25, 2021, we had cash and cash equivalents and marketable debt securities of $15.0 million and $29.3 million, respectively, and working capital of $21.4 million and $34.7 million, respectively. The change in cash and cash equivalents and marketable debt securities was primarily due to net outflow of cash used in operating activities of $15.6 million and capital expenditures of $0.6 million, partially offset by the sale of 2.3 million shares of common stock for net proceeds of $2.8 million.

We have incurred net losses of $13.2 million and $13.4 million for the nine-month period ended September 24, 2022 and for the fiscal year ended December 25, 2021, respectively, and net cash outflows from operations of $15.6 million and $10.7 million for the nine-month period ended September 24, 2022 and for the fiscal year ended December 25, 2021, respectively. These factors initially raise substantial doubt about our ability to continue as a going concern. Management’s plans to alleviate the conditions that raise substantial doubt include operational improvements being implemented and the curtailment of certain development programs, both of which are expected to preserve cash.

During the nine months ended September 24, 2022, we sold 2.2 million shares of common stock and 0.1 million shares of treasury stock for gross proceeds of $2.9 million (average of $1.26 per share) before deducting broker expenses paid by us of less than $0.1 million, pursuant to our At-The-Market Equity Offering Sales Agreement, dated as of March 5, 2021 (the “ATM Agreement”) with Stifel, Nicolaus & Company, Incorporated (“Stifel”), as agent, under which we may sell up to $50.0 million of our common stock. We have approximately $41.4 million worth of common stock remaining available for sale under the ATM Agreement.

During the nine months ended September 25, 2021, wey sold 3.1 million shares of common stock for gross proceeds of $21.7 million (average of $7.00 per share), before deducting broker expenses paid by us of $0.7 million, pursuant to our ATM agreement with Stifel as agent, under which we can sell up to $50.0 million of our common stock and an At-The-Market Equity Offering Sales Agreement dated as of February 8, 2019 (the “Previous ATM Agreement”) also with Stifel, as agent. The Previous ATM Agreement has since terminated pursuant to its terms as a result of the sale of all the shares subject to such agreement.

Cash and cash equivalents and marketable debt securities held in U.S. dollars at September 24, 2022 and December 25, 2021 were as follows:

	September 24, 2022		December 25, 2021
Domestic locations	$	14,127,354	$	27,031,695
International locations		81,148		865,416
Subtotal cash and cash equivalents marketable debt securities held in U.S. dollars		14,208,502		27,897,111
Cash and cash equivalents held in other currencies and converted to U.S. dollars		794,507		1,398,355
Total cash and cash equivalents and marketable debt securities	$	15,003,009	$	29,295,466

We have no plans to repatriate the cash and cash equivalents held in our foreign subsidiary, Forth Dimension Displays, Ltd. 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 2022.

In October 2022, we entered into an agreement to invest $2.0 million in an Asian company pending the completion of a development agreement and other actions between Kopin and the Asian company. The investment is expected to take place in the fourth quarter of 2022.

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 September 24, 2022, 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 September 24, 2022, 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 September 24, 2022, 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 September 24, 2022 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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 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 has not yet been set by the Court. The Company has not concluded a loss from this matter is probable; therefore, we have not recorded an accrual for litigation or claims related to this matter for the period ended September 24, 2022. The Company will continue to evaluate information as it becomes known and will record an estimate for losses at the time or times when it is both probable that a loss has been incurred and the amount of the loss is reasonably estimable.

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 Annual Report on Form 10-K for the fiscal year ended December 25, 2021 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 25, 2021, except for the risk factor noted below.

Supply shortages have and could continue to impair the quality, reduce the availability or increase the cost of raw materials, which could harm our business. We rely on third-party independent contractors for certain integrated circuit chip sets, backlights, and other critical raw materials such as special glasses, wafers, and chemicals. Lead times for the parts and components that we order vary significantly and depend on factors such as manufacturing cycle times, manufacturing yields, and the availability of raw materials used to produce the parts or components. The semiconductor industry has been and continues to experience a shortage of semiconductor components. We have experienced intermittent shortages of raw materials, which has affected our ability to manufacture and ship units. These shortages have also resulted in an increase in the cost of raw materials and semiconductor components. If these shortages were to further affect our supply of raw materials, our ability to manufacture and distribute our products could continue to be adversely affected, which in turn would adversely affect our results of operations or financial condition.

Geopolitical tensions and any conflicts resulting therefrom may negatively affect our ability to source materials and components required to manufacture our products. We depend principally on a Taiwanese foundry for the fabrication of integrated circuits for our defense display products. This reliance involves several risks, including reduced control over availability, capacity utilization, delivery schedules, manufacturing yields, and costs. Geopolitical changes in China-Taiwan relations could disrupt this foundry’s operations and cause these risks to materialize, which would adversely affect our ability to manufacture our Display products. If this foundry were to become unable to provide the required capacity, services and or quality on a timely basis due to a military or other form of conflict, geopolitical tensions, or other reasons relating thereto, we may not be able to manufacture and ship our Display products or we may be forced to manufacture them in limited quantities until replacement foundry services can be obtained. Furthermore, we cannot assure that we would be able to establish alternative manufacturing and packaging relationships on acceptable terms.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

We did not sell any securities during the nine months ended September 24, 2022 that were not registered under the Securities Act.

Item 6. Exhibits

Exhibit No.		Description
10.1		Letter Agreement between Kopin Corporation and Michael Murray, dated July 14, 2022.
10.2		Amendment to Employment Agreement between Kopin Corporation and John C. C. Fan, dated September 5, 2022.
31.1		Certification of Michael Murray, Chief Executive Officer, filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) *
31.2		Certification of Richard A. Sneider, Chief Financial Officer, filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) *
32.1		Certification of Michael Murray, Chief Executive Officer, furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) **
32.2		Certification of Richard A. Sneider, Chief Financial Officer, furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) **

101.INS		Inline XBRL Instance Document*
101.SCH		Inline XBRL Taxonomy Extension Schema Document*
101.CAL		Inline XBRL Taxonomy Calculation Linkbase Document*
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB		Inline XBRL Taxonomy Label Linkbase Document*
101.PRE		Inline XBRL Taxonomy Presentation Linkbase Document*
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

*	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 September 24, 2022 (Unaudited) and December 25, 2021, (ii) Condensed Consolidated Statements of Operations (Unaudited) for the three and nine months ended September 24, 2022 and September 25, 2021, (iii) Condensed Consolidated Statements of Comprehensive Loss (Unaudited) for the three and nine months ended September 24, 2022 and September 25, 2021, (iv) Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) for the three and nine months ended September 24, 2022 and September 25, 2021, (v) Condensed Consolidated Statements of Cash Flows (Unaudited) for the nine months ended September 24, 2022 and September 25, 2021, and (vi) Notes to Unaudited Condensed Consolidated Financial Statements.

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:	November 8, 2022	By:	/S/ MICHAEL MURRAY
			Michael Murray
			President, Chief Executive Officer
			(Principal Executive Officer)

Date:	November 8, 2022	By:	/S/ RICHARD A. SNEIDER
			Richard A. Sneider
			Treasurer and Chief Financial Officer
			(Principal Financial and Accounting Officer)