Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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SCHEDULE 13G




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



 
KOPIN CORPORATION
 
Signature:/s/ Erich Manz
Name/Title:Erich Manz, Chief Financial Officer
Date:05/04/2026