Form SCHEDULE 13G Fabric.AI, Inc. Filed by: KOPIN CORP
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Fabric.AI, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
(CUSIP Number) |
04/27/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
| Rule 13d-1(b) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
KOPIN CORPORATION | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
291,049.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
19.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: (1) The Reporting Person's ownership consists of 291,049 shares issuable upon conversion of the Issuer's Series J Convertible Preferred Stock, which is convertible at any time into shares of common stock, par value $0.0001 per share (the "Common Stock"), subject to customary adjustments for stock dividends, stock splits, reclassifications, at the election of the Reporting Person. The Reporting Person's ability to convert the Series J Convertible Preferred Stock to shares of common stock is subject to certain limitations. The maximum number of shares of common stock initially issuable upon conversion of the Series J Convertible Preferred Stock is 291,049 (the "Maximum Issuance"); provided, however, that (1) the sale and issuance, in one or more offerings, of any common stock or any securities entitling any person to acquire shares of common stock (such issuance, a "Dilutive Issuance") or (2) the issuance of common stock (a "Dilutive Conversion") in connection with any conversions or exercises of any common stock equivalents that are (x) outstanding as of April 27, 2026 or (y) approved for grant by the board on April 27, 2026, and not yet issued or outstanding as of such date (the "Existing Common Stock Equivalents"), the Maximum Issuance (b) will be increased to equal the sum of (i) the Maximum Issuance immediately prior to the date of such Dilutive Issuance or Dilutive Conversion, plus (ii) 0.1999 shares of common stock for each share of common stock issued in connection with such Dilutive Issuance or Dilutive Conversion, as the case may be. Once an adjustment to the Maximum Issuance has been made in respect of (A) Dilutive Issuances, and (B) any exercises for cash of Existing Common Stock Equivalents, in an aggregate amount equal to $50 million, no further adjustments will be made for any subsequent Dilutive Conversions or Dilutive Issuances.
(2) The Reporting Person's ability to convert the Series J Convertible Preferred Stock into shares of Common Stock is subject to a 19.99% beneficial ownership limitation, which prohibits any conversion that would result in the Reporting Person beneficially owning more than 19.99% of the Issuer's outstanding shares of Common Stock.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Fabric.AI, Inc. | |
| (b) | Address of issuer's principal executive offices:
1185 Avenue of the Americas, New York, NY 10036 | |
| Item 2. | ||
| (a) | Name of person filing:
Kopin Corporation | |
| (b) | Address or principal business office or, if none, residence:
125 North Drive, Westborough, MA 01581 | |
| (c) | Citizenship:
Kopin Corporation is a Delaware corporation. | |
| (d) | Title of class of securities:
Common Stock, par value $0.0001 per share | |
| (e) | CUSIP No.:
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| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See Item 9 on the cover pages hereto. As of the date of the event which requires filing of this statement, the Reporting Person held shares of the Issuer's Series J Preferred Stock convertible at any time at the Reporting Person's election into shares of the Issuer's Common Stock (subject to the 19.99% blocker). Accordingly, the amount of shares reported in Items 5, 6, 7, 8 and 9 include 291,049 shares of Common Stock issuable upon conversion of such reported securities, giving effect to the 19.99% blocker. | |
| (b) | Percent of class:
See Item 11 on the cover pages hereto. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See Item 5 on the cover pages hereto. | ||
| (ii) Shared power to vote or to direct the vote:
See Item 6 on the cover pages hereto. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See Item 7 on the cover pages hereto. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See Item 8 on the cover pages hereto. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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