Form SCHEDULE 13G/A KOPIN CORP Filed by: Theon International Plc.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment No. 1)*
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KOPIN CORP (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
(CUSIP Number) |
05/06/2026 (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
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Theon International Plc. | ||||||||
| 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
CYPRUS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,190,496.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
3.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: Represents 6,190,496 shares of Common Stock (including 2,380,973 shares of Common Stock issued upon conversion of 1,000 shares of Series A Convertible Preferred Stock on May 28, 2026) held by Theon International Plc.
According to information provided by the Issuer as of March 28, 2026, the total outstanding shares used for percentage calculations is 185,889,501. The total outstanding shares includes the 2,380,973 shares of Common Stock issued upon conversion of 1,000 shares of Series A Convertible Preferred Stock on May 28, 2026.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Venetus Ltd. | ||||||||
| 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
CYPRUS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,190,496.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
3.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: Represents 6,190,496 shares of Common Stock (including 2,380,973 shares of Common Stock issued upon conversion of 1,000 shares of Series A Convertible Preferred Stock on May 28, 2026) held by Theon International Plc., which is majority-owned by Venetus Ltd.
According to information provided by the Issuer as of March 28, 2026, the total outstanding shares used for percentage calculations is 185,889,501. The total outstanding shares includes the 2,380,973 shares of Common Stock issued upon conversion of 1,000 shares of Series A Convertible Preferred Stock on May 28, 2026.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
CHRE Investment Ltd. | ||||||||
| 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
CYPRUS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,190,496.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
3.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: Represents 6,190,496 shares of Common Stock (including 2,380,973 shares of Common Stock issued upon conversion of 1,000 shares of Series A Convertible Preferred Stock on May 28, 2026) held by Theon International Plc., which is majority-owned by Venetus Ltd., which is in turn majority-owned by CHRE Investments Ltd.
According to information provided by the Issuer as of March 28, 2026, the total outstanding shares used for percentage calculations is 185,889,501. The total outstanding shares includes the 2,380,973 shares of Common Stock issued upon conversion of 1,000 shares of Series A Convertible Preferred Stock on May 28, 2026.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Christianos Hadjiminas | ||||||||
| 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
GREECE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,190,496.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
3.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Represents 6,190,496 shares of Common Stock (including 2,380,973 shares of Common Stock issued upon conversion of 1,000 shares of Series A Convertible Preferred Stock on May 28, 2026) held by Theon International Plc., which is majority-owned by Venetus Ltd., which is in turn majority-owned by CHRE Investments Ltd.
Christianos Hadjiminas is the majority shareholder of CHRE Investments Ltd. and has voting and dispositive control over CHRE Investments Ltd.
According to information provided by the Issuer as of March 28, 2026, the total outstanding shares used for percentage calculations is 185,889,501. The total outstanding shares includes the 2,380,973 shares of Common Stock issued upon conversion of 1,000 shares of Series A Convertible Preferred Stock on May 28, 2026.
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
KOPIN CORP | |
| (b) | Address of issuer's principal executive offices:
125 NORTH DRIVE, WESTBOROUGH, MASSACHUSETTS, 01581. | |
| Item 2. | ||
| (a) | Name of person filing:
This Schedule 13G is being filed on behalf of the following persons (the "Reporting Persons"):
Theon International Plc.
Venetus Ltd.
CHRE Investments Ltd.
Christianos Hadjiminas
The agreement among the Reporting Persons that this Schedule 13G/A is being filed on behalf of each of them was previously filed as Exhibit A to the Schedule 13G filed on November 6, 2025, and is incorporated herein by reference. | |
| (b) | Address or principal business office or, if none, residence:
For Theon International Plc.:
5 Agiou Antoniou, Muskita Building 2, Office 102, 2002 Nicosia, Cyprus.
For each of Venetus Ltd. and CHRE Investments Ltd.:
8 Kennedy & Atho St., Athienitis House 1087, Apt. 105, Agioi Omologites, Nicosia Cyprus.
For Christianos Hadjiminas:
7 Stratigi St., 15451, N. Psychiko, Greece.
| |
| (c) | Citizenship:
Theon International Plc. is a public limited company formed under the laws of the Republic of Cyprus.
Venetus Ltd. is a limited liability company formed under the laws of the Republic of Cyprus.
CHRE Investments Ltd. is a limited liability company formed under the laws of the Republic of Cyprus.
Christianos Hadjiminas is a citizen of Greece.
| |
| (d) | Title of class of securities:
Common Stock, par value $0.01 per share | |
| (e) | CUSIP No.:
| |
| 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:
Each of Theon International Plc., Venetus Ltd., CHRE Investments Ltd. and Christianos Hadjiminas may be deemed to beneficially own an aggregate of 6,190,496 shares of Common Stock. | |
| (b) | Percent of class:
3.33% %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
6,190,496 | ||
| (ii) Shared power to vote or to direct the vote:
0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
6,190,496 | ||
| (iv) Shared power to dispose or to direct the disposition of:
0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
Ownership of 5 percent or less of a class
| ||
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| 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
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.
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.
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| 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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