As filed with the Securities and Exchange Commission on March 9, 2022
Registration No. 333-253933
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Post-Effective
Amendment No. 1 to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
KOPIN CORPORATION
(Exact
name of registrant as specified in its charter)
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Delaware |
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04-2833935 |
(State or other jurisdiction of incorporation or organization) |
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(IRS Employer Identification Number) |
125 North Drive
Westborough, MA 01581
(508) 870-5959
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
John J. Concannon III, Esq.
Morgan, Lewis & Bockius LLP
One Federal Street
Boston,
Massachusetts 02110
(617) 951-8000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following
box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and
list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall
become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒
If this Form
is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following
box. ☐
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.
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Large accelerated filer ☐ |
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Accelerated filer ☐ |
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Non-accelerated filer ☒ |
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Smaller reporting company ☒ |
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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 7(a)(2)(B) of Securities Act. ☐
Explanatory
Note
This Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (Registration No. 333-253933) is being filed to include information that is required to be included in the registration statement by such form for registrants who are no longer well-known seasoned issuers, as defined in Rule
405 under the Securities Act.
This Post-Effective Amendment No. 1 contains:
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a base prospectus, which covers the offering, issuance and sale by us of up to $144,331,326.66 in the aggregate of
the securities identified above from time to time in one or more offerings; and |
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a sales agreement prospectus, which covers the offering, issuance and sale by us of up to a maximum aggregate
offering price of to $44,331,326.66 of the registrants common stock that may be issued and sold from time to time under an At-the-Market Equity Offering Sales
Agreement with Stifel, Nicolaus & Company, Incorporated. |
The base prospectus immediately follows this explanatory note. The
specific terms of any other securities to be offered pursuant to the base prospectus will be specified in one or more prospectus supplements to the base prospectus. The sales agreement prospectus immediately follows the base prospectus. The
$44,331,326.66 of common stock that may be offered, issued and sold under the sales agreement prospectus is included in the $144,331,326.66 of securities that may be offered, issued and sold by us under the base prospectus. Upon termination of
the At-the-Market Equity Offering Sales Agreement with Stifel, Nicolaus & Company, Incorporated, any portion of the $44,331,326.66 included in the sales
agreement prospectus that is not sold pursuant to the sales agreement will be available for sale in other offerings pursuant to the base prospectus and a corresponding prospectus supplement, and if no shares are sold under the sales agreement, the
full $44,331,326.66 of securities may be sold in other offerings pursuant to the base prospectus and a corresponding prospectus supplement.