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 June ~~27, 2020~~26, 2021

☐	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~~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 August ~~4, 2020~~3, 2021
Common Stock, par value $0.01		~~84,963,042~~91,490,206

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 June ~~27, 2020~~26, 2021 (Unaudited) and December ~~28, 2019~~26, 2020	3

	Condensed Consolidated Statements of Operations (Unaudited) for the three and six months ended June ~~27, 2020~~26, 2021 and June ~~29, 2019~~27, 2020	4

	Condensed Consolidated Statements of Comprehensive Loss (Unaudited) for the three and six months ended June ~~27, 2020~~26, 2021 and June ~~29, 2019~~27, 2020	5

	Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) for the three and six months ended June ~~27, 2020~~26, 2021 and June ~~29, 2019~~27, 2020	6

	Condensed Consolidated Statements of Cash Flows (Unaudited) for the six months ended June ~~27, 2020~~26, 2021 and June ~~29, 2019~~27, 2020	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)

June 27, 2020 December 28, 2019
ASSETS
Current assets:
Cash and equivalents $ 8,776,820 $ 6,029,247
Marketable debt securities, at fair value 6,485,696 15,752,997
Accounts receivable, net of allowance of $427,000 in 2020 and $938,000 in 2019 6,682,329 6,023,250
Contract assets and unbilled receivables 2,509,258 921,082
Inventory 3,712,047 3,768,696
Prepaid taxes 98,137 104,442
Prepaid expenses and other current assets 1,298,914 1,164,927
Total current assets 29,563,201 33,764,641
Property, plant and equipment, net 1,328,207 1,473,341
Operating lease right-of-use assets 2,260,319 2,753,963
Other assets 253,750 517,411
Equity investments 4,222,896 4,537,159
Total assets $ 37,628,373 $ 43,046,515

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable $ 3,068,657 $ 3,998,234
Accrued payroll and expenses 1,630,783 2,203,773
Accrued warranty 508,000 509,000
Contract liabilities and billings in excess of revenues earned 1,687,403 796,794
Operating lease liabilities 1,077,756 1,041,695
Other accrued liabilities 1,891,756 2,202,217
Customer deposits 608,386 33,000
Taxes payable 506,000 525,000
Total current liabilities 10,978,741 11,309,713
Noncurrent contract liabilities and asset retirement obligations 248,384 268,440
Operating lease liabilities, net of current portion 1,236,818 1,791,590
Other long-term obligations 1,104,514 1,085,160
Commitments and contingencies (Note 13)
Stockholders’ equity:
Preferred stock, par value $.01 per share: authorized, 3,000 shares; NaN issued - -
Common stock, par value $.01 per share: authorized, 120,000,000 shares; issued 89,483,546 shares in 2020 and 88,912,796 shares in 2019; outstanding 82,596,416 in 2020 and 82,536,416 in 2019, respectively 871,096 870,496
Additional paid-in capital 344,776,079 344,456,537
Treasury stock (4,513,256 shares in 2020 and 2019, at cost) (17,238,669) (17,238,669 )
Accumulated other comprehensive income 1,705,520 1,757,184
Accumulated deficit (305,953,973) (301,236,913)
Total Kopin Corporation stockholders’ equity 24,160,053 28,608,635
Noncontrolling interest (100,137) (17,023)
Total Kopin Corporation stockholders’ equity 24,059,916 28,591,612
Total liabilities and stockholders’ equity $ 37,628,373 $ 43,046,515

~~See notes to unaudited condensed consolidated financial statements~~

~~KOPIN CORPORATION~~

~~CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS~~

~~(Unaudited)~~

Three months ended Three months ended Six months ended Six months ended
June 27, 2020 June 29, 2019 June 27, 2020 June 29, 2019
Revenues:
Net product revenues $ 6,670,303 $ 4,435,401 $ 12,589,509 $ 9,049,257
Research and development and other revenues 2,144,343 4,674,732 4,103,742 5,603,801
Total revenues 8,814,646 9,110,133 16,693,251 14,653,058
Expenses:
Cost of product revenues 4,779,577 5,242,514 10,427,424 11,119,591
Research and development 2,221,154 3,330,202 4,560,902 8,296,918
Selling, general and administration 2,909,366 5,375,671 6,341,457 11,658,474
Total expenses 9,910,097 13,948,387 21,329,783 31,074,983
Loss from operations (1,095,451) (4,838,254) (4,636,532) (16,421,925)
Other income:
Interest income 34,030 154,310 107,436 317,671
Other expense, net (49,757) (111,472) (37,080) (221,207)
Foreign currency transaction gains (losses) 9,995 (183,608) (162,998) 52,527
Gain on investments - 768,000 - 768,000
Total other income and expense (5,732) 627,230 (92,642) 916,991
Loss before provision for income taxes and net loss (income) attributable to noncontrolling interest (1,101,183) (4,211,024) (4,729,174) (15,504,934)
Tax provision (42,000) (26,000) (71,000) (52,000)
Net loss (1,143,183) (4,237,024) (4,800,174) (15,556,934)
Net loss (income) attributable to the noncontrolling interest 21,642 (23,367) 83,114 (34,384)
Net loss attributable to Kopin Corporation $ (1,121,541) $ (4,260,391) $ (4,717,060) $ (15,591,318)
Net loss per share
Basic and diluted $ (0.01) $ (0.05) $ (0.06) $ (0.20)
Weighted average number of common shares outstanding
Basic and diluted 82,569,379 81,950,352 82,552,896 78,459,666

~~See notes to unaudited condensed consolidated financial statements~~

~~KOPIN CORPORATION~~

~~CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS~~

~~(Unaudited)~~

Three months ended Three months ended Six months ended Six months ended
June 27, 2020 June 29, 2019 June 27, 2020 June 29, 2019
Net loss $ (1,143,183) $ (4,237,024) $ (4,800,174) $ (15,556,934)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments (37,035) 121,026 152,043 (1,038)
Unrealized holding gain (loss) on marketable securities 95,683 104,257 (182,679) 326,257
Reclassification of holding losses in net loss (11,680) (4,815) (21,028) (7,434)
Other comprehensive income (loss), net of tax 46,968 220,468 (51,664) 317,785
Comprehensive loss (1,096,215) (4,016,556) (4,851,838) (15,239,149)
Comprehensive loss (income) attributable to the noncontrolling interest 21,642 (23,367) 83,114 (34,384)
Comprehensive loss attributable to Kopin Corporation $ (1,074,573) $ (4,039,923) $ (4,768,724) $ (15,273,533)

	June 26, 2021			December 26, 2020

ASSETS
Current assets:
Cash and equivalents	$	27,359,688		$	17,112,869
Marketable debt securities, at fair value		3,424,592			3,635,681
Accounts receivable, net of allowance of $250,000 in 2021 and $175,000 in 2020		7,443,210			9,260,865
Contract assets and unbilled receivables		3,196,477			3,521,753
Inventory		6,249,403			4,455,756
Prepaid taxes		163,305			205,568
Prepaid expenses and other current assets		2,166,578			1,263,688
Total current assets		50,003,253			39,456,180
Property, plant and equipment, net		1,860,899			1,626,930
Operating lease right-of-use assets		1,258,001			1,780,039
Other assets		162,473			162,473
Equity investments		4,540,210			4,523,525
Total assets	$	57,824,836		$	47,549,147

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	5,099,714		$	5,606,910
Accrued payroll and expenses		1,979,311			1,977,851
Accrued warranty		977,000			508,000
Contract liabilities and billings in excess of revenues earned		2,076,467			1,493,847
Operating lease liabilities		762,139			982,375
Other accrued liabilities		2,008,173			1,809,495
Customer deposits		2,640,321			3,950,031
Deferred tax liabilities		540,617			554,000
Total current liabilities		16,083,742			16,882,509
Noncurrent contract liabilities and asset retirement obligations		277,846			276,409
Operating lease liabilities, net of current portion		488,392			821,306
Other long-term obligations		1,334,466			1,270,328
Commitments and contingencies (Note 13)		-			-
Stockholders’ equity:
Preferred stock, par value $.01 per share: authorized, 3,000 shares; NaN issued		-			-
Common stock, par value $.01 per share: authorized, 150,000,000 shares; issued 91,557,666 shares in 2021 and 91,059,407 shares in 2020; outstanding 88,946,489 in 2021 and 85,443,378 in 2020, respectively		890,138			880,075
Additional paid-in capital		351,418,984			341,512,893
Treasury stock (67,460 in 2021 and 2,564,155 shares in 2020, at cost)		(257,652	)		(9,793,946	)
Accumulated other comprehensive income		1,408,387			1,484,434
Accumulated deficit		(313,643,130	)		(305,648,025	)
Total Kopin Corporation stockholders’ equity		39,816,727			28,435,431
Noncontrolling interest		(176,337	)		(136,836	)
Total Kopin Corporation stockholders’ equity		39,640,390			28,298,595
Total liabilities and stockholders’ equity	$	57,824,836		$	47,549,147

See notes to unaudited condensed consolidated financial statements

KOPIN CORPORATION

~~Condensed Consolidated Statements of Stockholders’ Equity~~

~~(Unaudited)~~

Common Stock
Shares
Common Stock Amount Additional Paid-in Capital Treasury Stock Accumulated Other Comprehensive Income Accumulated Deficit Total Kopin Corporation Stockholders’ Equity Noncontrolling Interest Total Stockholders’ Equity
Balance, December 28, 2019 87,049,672 $ 870,496 $ 344,456,537 $ (17,238,669) $ 1,757,184 $ (301,236,913) $ 28,608,635 $ (17,023) $ 28,591,612
Stock-based compensation expense - - 158,465 - - - 158,465 - 158,465
Vesting of restricted stock
Vesting of restricted stock, shares
Repurchases of restricted stock to satisfy tax withholding obligations
Repurchases of restricted stock to satisfy tax withholding obligations, shares
Other comprehensive Income - - - - (98,632) - (98,632) - (98,632)
Sale of Registered stock
Sale of registered stock, shares
Net loss - - - - - (3,595,519) (3,595,519) (61,472) (3,656,991)
Balance, March 28, 2020 87,049,672 870,496 344,615,002 (17,238,669) 1,658,552 (304,832,432) 25,072,949 (78,495) 24,994,454
Balance, March 29, 2020 87,049,672 870,496 344,615,002 (17,238,669) 1,658,552 (304,832,432) 25,072,949 (78,495) 24,994,454
Stock-based compensation expense - - 161,677 - - - 161,677 - 161,677
Vesting of restricted stock 60,000 600 (600) -
Repurchases of restricted stock to satisfy tax withholding obligations
Repurchases of restricted stock to satisfy tax withholding obligations, shares
Other comprehensive Income - - - - 46,968 - 46,968 - 46,968
Sale of Registered stock
Sale of registered stock, shares
Net loss - - - - - (1,121,541) (1,121,541) (21,642) (1,143,183)
Balance, June 27, 2020 87,109,672 $ 871,096 $ 344,776,079 $ (17,238,669) $ 1,705,520 $ (305,953,973) $ 24,160,053 $ (100,137) $ 24,059,916

Common Stock
Shares
Common Stock Amount Additional Paid-in Capital Treasury Stock Accumulated Other Comprehensive Income Accumulated Deficit Total Kopin Corporation Stockholders’ Equity Noncontrolling Interest Total Stockholders’ Equity
Balance, December 29, 2018 78,522,066 $ 785,220 $ 334,491,397 $ (17,238,669) $ 1,554,587 $ (271,730,661) $ 47,861,874 $ (149,053) $ 47,712,821
Stock-based compensation expense - - 815,842 - - - 815,842 - 815,842
Vesting of restricted stock 10,000 100 (100) - - - - - -
Repurchases of restricted stock to satisfy tax withholding obligations (4,294) (43) (7,085) - - - (7,128) - (7,128)
Other comprehensive loss - - - - 97,317 - 97,317 - 97,317
Sale of registered stock 7,272,727 72,727 7,237,273 - - - 7,310,000 - 7,310,000
Net (loss) income - - - - - (11,330,927) (11,330,927) 11,017 (11,319,910)
Balance, March 30, 2019 85,800,499 858,004 342,537,327 (17,238,669) 1,651,904 (283,061,588) 44,746,978 (138,036) 44,608,942
Balance, March 31, 2019 85,800,499 858,004 342,537,327 (17,238,669) 1,651,904 (283,061,588) 44,746,978 (138,036) 44,608,942
Stock-based compensation expense - - 538,474 - - - 538,474 - 538,474
Vesting of restricted stock 60,000 600 (600) - - - - - -
Repurchases of restricted stock to satisfy tax withholding obligations
Repurchases of restricted stock to satisfy tax withholding obligations, shares
Other comprehensive loss - - - - 220,468 - 220,468 - 220,468
Sale of registered stock 706,454 7,065 721,466 - - - 728,531 - 728,531
Net (loss) income - - - - - (4,260,391) (4,260,391) 23,367 (4,237,024)
Balance, June 29, 2019 86,566,953 $ 865,669 $ 343,796,667 $ (17,238,669) $ 1,872,372 $ (287,321,979) $ 41,974,060 $ (114,669) $ 41,859,391

~~See notes to unaudited condensed consolidated financial statements~~

~~KOPIN CORPORATION~~

CONDENSED CONSOLIDATED STATEMENTS OF ~~CASH FLOWS~~OPERATIONS

(Unaudited)

Six months ended Six months ended
June 27, 2020 June 29, 2019
Cash flows from operating activities:
Net loss $ (4,800,174) $ (15,556,934)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 341,743 438,294
Accretion of premium or discount on marketable debt securities 4,400 -
Recovery of impairment on marketable debt securities (150,644) -
Stock-based compensation 320,142 1,354,316
Foreign currency losses (gains) 186,516 (73,231)
Change in allowance for bad debt (504,432) 330,172
Write-off of excess inventory 924,679 2,406,492
Unrealized gain on investments - (768,000)
Loss on disposal of plant and equipment - 251,291
Deferred income taxes 58,268 52,518
Other non-cash items (870) (19,631)
Changes in assets and liabilities:
Accounts receivable (113,412) (2,144,699)
Contract assets (1,588,176) 1,867,058
Inventory (896,783) (1,309,827)
Prepaid expenses and other current assets 15,507 418,317
Accounts payable and accrued expenses (1,441,710) 304,955
Billings in excess of revenue earned 885,641 1,070,129
Net cash used in operating activities (6,759,305) (11,378,780)
Cash flows from investing activities:
Other assets 266,972 (100,810)
Capital expenditures (206,127) (119,815)
Proceeds from sale of marketable debt securities 9,296,550 3,789,139
Cash paid for equity investment - (2,500,000)
Net cash provided by investing activities 9,357,395 1,068,514
Cash flows from financing activities:
Paycheck protection program loan receipt
2,238,000
-
Paycheck protection program loan repayment (2,070,000) -
Sale of registered stock - 8,128,531
Settlements of restricted stock for tax withholding obligations - (7,128)
Net cash provided by (used in) financing activities 168,000 8,121,403
Effect of exchange rate changes on cash (18,517) (2,958)
Net increase (decrease) in cash and cash equivalents 2,747,573 (2,191,821)
Cash and cash equivalents:
Beginning of period 6,029,247 14,326,347
End of period $ 8,776,820 $ 12,134,526
Supplemental disclosure of cash flow information:
Issuance costs included in accounts payable and accrued expenses $ - $ 90,000
Cash paid for interest 1,495 -

	Three months ended			Three months ended			Six months ended			Six months ended
	June 26, 2021			June 27, 2020			June 26, 2021			June 27, 2020
Revenues:
Net product revenues	$	6,928,819		$	6,670,303		$	14,497,663		$	12,589,509
Research and development and other revenues		2,976,437			2,144,343			7,083,961			4,103,742
Total revenues		9,905,256			8,814,646			21,581,624			16,693,251
Expenses:
Cost of product revenues		6,044,543			4,779,577			12,441,213			10,427,424
Research and development		3,740,253			2,221,154			7,303,553			4,560,902
Selling, general and administration		4,040,979			2,909,366			9,946,685			6,341,457
Total expenses		13,825,775			9,910,097			29,691,451			21,329,783
Loss from operations		(3,920,519	)		(1,095,451	)		(8,109,827	)		(4,636,532	)
Other income (expense):
Interest income		3,541			34,030			12,285			107,436
Other expense, net		(896	)		(49,757	)		(2,045	)		(37,080	)
Foreign currency transaction gains (losses)		100,991			9,995			129,981			(162,998	)
Total other income and expense		103,636			(5,732	)		140,221			(92,642	)
Loss before provision for income taxes and net loss attributable to noncontrolling interest		(3,816,883	)		(1,101,183	)		(7,969,606	)		(4,729,174	)
Tax provision		(32,000	)		(42,000	)		(65,000	)		(71,000	)
Net loss		(3,848,883	)		(1,143,183	)		(8,034,606	)		(4,800,174	)
Net loss attributable to the noncontrolling interest		16			21,642			39,501			83,114
Net loss attributable to Kopin Corporation	$	(3,848,867	)	$	(1,121,541	)	$	(7,995,105	)	$	(4,717,060	)
Net loss per share
Basic and diluted	$	(0.04	)	$	(0.01	)	$	(0.09	)	$	(0.06	)
Weighted average number of common shares outstanding
Basic and diluted		88,815,356			82,569,379			88,096,822			82,552,896

See notes to unaudited condensed consolidated financial statements

KOPIN CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited)

	Three months ended			Three months ended			Six months ended			Six months ended
	June 26, 2021			June 27, 2020			June 26, 2021			June 27, 2020
Net loss	$	(3,848,883	)	$	(1,143,183	)	$	(8,034,606	)	$	(4,800,174	)
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustments		(26,326	)		(37,035	)		(54,167	)		152,043
Unrealized holding gain (loss) on marketable securities		(30,165	)		95,683			(21,880	)		(182,679	)
Reclassification of holding losses in net loss		—			(11,680	)		—			(21,028	)
Other comprehensive (loss) income, net of tax		(56,491	)		46,968			(76,047	)		(51,664	)
Comprehensive loss		(3,905,374	)		(1,096,215	)		(8,110,653	)		(4,851,838	)
Comprehensive loss attributable to the noncontrolling interest		16			21,642			39,501			83,114
Comprehensive loss attributable to Kopin Corporation	$	(3,905,358	)	$	(1,074,573	)	$	(8,071,152	)	$	(4,768,724	)

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 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

	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 28, 2019		87,049,672	$	870,496	$	344,456,537		$	(17,238,669	)	$	1,757,184		$	(301,236,913	)	$	28,608,635		$	(17,023	)	$	28,591,612
Stock-based compensation expense		-		-		158,465			-			-			-			158,465			-			158,465
Vesting of restricted stock
Vesting of restricted stock, shares
Other comprehensive loss		-		-		-			-			(98,632	)		-			(98,632	)		-			(98,632	)
Net loss		-		-		-			-			-			(3,595,519	)		(3,595,519	)		(61,472	)		(3,656,991	)
Balance, March 28, 2020		87,049,672		870,496		344,615,002			(17,238,669	)		1,658,552			(304,832,432	)		25,072,949			(78,495	)		24,994,454
Stock-based compensation expense		-		-		161,677			-			-			-			161,677			-			161,677
Vesting of restricted stock		60,000		600		(600	)		-			-			-			-			-			-
Other comprehensive Income		-		-		-			-			46,968			-			46,968			-			46,968
Other comprehensive Income (loss)		-		-		-			-			46,968			-			46,968			-			46,968
Net loss		-		-		-			-			-			(1,121,541	)		(1,121,541	)		(21,642	)		(1,143,183	)
Balance, June 27, 2020		87,109,672	$	871,096	$	344,776,079		$	(17,238,669	)	$	1,705,520		$	(305,953,973	)	$	24,160,053		$	(100,137	)	$	24,059,916

See notes to unaudited condensed consolidated financial statements

KOPIN CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

��

	Six months ended			Six months ended
	June 26, 2021			June 27, 2020
Cash flows from operating activities:
Net loss	$	(8,034,606	)	$	(4,800,174	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		412,031			341,743
Accretion of premium or discount on marketable debt securities		(3,644	)		4,400
Recovery of impairment on marketable debt securities		-			(150,644	)
Stock-based compensation		3,124,675			320,142
Foreign currency losses (gains)		(165,086	)		186,516
Change in allowance for bad debt		69,120			(504,432	)
Write-off of excess inventory		424,328			924,679
Unrealized gain on investments		9,246			-
Loss on disposal of plant and equipment		14,950			-
Deferred income taxes		64,140			58,268
Other non-cash items		468,215			(870	)
Changes in assets and liabilities:
Accounts receivable		2,624,899			(113,412	)
Contract assets		325,276			(1,588,176	)
Inventory		(2,203,925	)		(896,783	)
Prepaid expenses and other current assets		(1,079,691	)		15,507
Accounts payable and accrued expenses		(2,259,398	)		(1,441,710	)
Billings in excess of revenue earned		608,866			885,641
Net cash used in operating activities		(5,600,604	)		(6,759,305	)
Cash flows from investing activities:
Other assets		18,958			266,972
Capital expenditures		(673,575	)		(206,127	)
Proceeds from sale of marketable debt securities		200,000			9,296,550
Net cash (used in) provided by investing activities		(454,617	)		9,357,395
Cash flows from financing activities:
Paycheck protection program loan receipt		-			2,238,000
Paycheck protection program loan repayment		-			(2,070,000	)
Sale of treasury stock, net of costs		16,360,478			-
Settlements of restricted stock for tax withholding obligations		(32,705	)		-
Net cash provided by financing activities		16,327,773			168,000
Effect of exchange rate changes on cash		(25,733	)		(18,517	)
Net increase in cash and cash equivalents		10,246,819			2,747,573
Cash and cash equivalents:
Beginning of period		17,112,869			6,029,247
End of period	$	27,359,688		$	8,776,820

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 June ~~27, 2020~~26, 2021 and for the three and six month periods ended June ~~27, 2020~~26, 2021 and June ~~29, 2019~~27, 2020 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 ~~28, 2019.~~26, 2020. 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. The Company reclassified certain prior period amounts to conform to the current period presentation. 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.

~~Going Concern~~

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company incurred net losses of $~~29.4~~ ~~million and net cash outflows from operations of $21.0~~ ~~million for the fiscal year ended 2019. The Company incurred a net loss of $4.8million and net cash outflows from operations of $6.8~~ million for the six months ended June 27, 2020. In addition, the Company has experienced a significant decline in its cash and cash equivalents and marketable debt securities over the last several years, which was primarily a result of funding operating losses, of which a significant component related to the Company’s ongoing investments in the research and development of Wearable products. The Company had $~~15.3~~ million of cash and cash equivalents and marketable debt securities at June 27, 2020. The Company’s historical and current use of cash in operations combined with limited liquidity resources raise substantial doubt regarding the Company’s ability to continue as a going concern.

The Company’s products are targeted towards the ~~military~~defense and ~~industrial~~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.

In March 2020, the World Health Organization declared COVID-19 a pandemic. The COVID-19 pandemic has negatively impacted the global and national economy, disrupted global supply chains, and created significant volatility in and disruption of financial markets. The extent of the impact of the COVID-19 pandemic on the Company’s operational and financial performance, including the ability to execute business strategies and initiatives in the expected time frame, will depend on future developments, including the duration and spread of the pandemic and related restrictions on travel and transportation, all of which are uncertain and cannot be predicted at this time. An extended period of global supply chain and economic disruption could materially affect Kopin’s business, results of operations, financial condition, and access to sources of liquidity. In this regard, the CARES Act established a Paycheck Protection Program, whereby certain small businesses are eligible for a loan to fund payroll expenses, rent, and related costs. During the second quarter ended June 27, 2020 the Company and a subsidiary each received a loan under the PPP. In May, 2020, the Company voluntarily terminated its PPP Loan and repaid the PPP Loan of $~~2.1~~ ~~million and the Company’s subsidiary repaid its PPP loan of $0.1~~ million in July, 2020. The Company’s decision to terminate the loans was based on additional guidance issued by the Small Business Administration. There were no prepayment penalties in connection with the voluntary terminations.

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 six months ended June ~~27, 2020~~26, 2021 and June ~~29, 2019.~~27, 2020.

Investments in available-for-sale marketable debt securities were as follows at June ~~27, 2020~~26, 2021 and December ~~28, 2019:~~26, 2020:

SCHEDULE OF AVAILABLE-FOR-SALE MARKETABLE DEBT SECURITIES

	Amortized Cost				Unrealized Gains				Unrealized Losses				Fair Value				Amortized Cost				Unrealized Gains				Fair Value
	2020		2019		2020		2019		2020		2019		2020		2019		2021		2020		2021		2020		2021		2020
U.S. government and agency backed securities	$	1,005,819	$	8,304,229	$	27,521	$	-	$	-	$	(7,359)	$	1,033,340	$	8,296,870	$	1,002,044	$	1,003,941	$	10,256	$	19,179	$	1,012,300	$	1,023,120
Corporate Debt		5,456,757		7,459,298		-		-		(4,401)		(3,171)		5,452,356		7,456,127
Corporate debt																		2,400,000		2,603,704		12,292		8,857		2,412,292		2,612,561
Total	$	6,462,576	$	15,763,527	$	27,521	$	-	$	(4,401)	$	(10,530)	$	6,485,696	$	15,752,997	$	3,402,044	$	3,607,645	$	22,548	$	28,036	$	3,424,592	$	3,635,681

The contractual maturity of the Company’s marketable debt securities was as follows at June ~~27, 2020:~~26, 2021:

SCHEDULE OF MARKETABLE DEBT SECURITIES

Less than One year One to Five years Total
U.S. government and agency backed securities $ - 1,033,340 1,033,340
Corporate debt 1,552,336 3,900,020 5,452,356
Total $ 1,552,336 4,933,360 6,485,696

	Less than One year		One to Five years		Total
U.S. government and agency backed securities	$	1,012,300	$	—	$	1,012,300
Corporate debt		901,017		1,511,275		2,412,292
Total	$	1,913,317	$	1,511,275	$	3,424,592

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:

SCHEDULE OF FAIR VALUE ~~MEASUREMENT~~MEASUREMENTS OF ~~FINAL INSTRUMENTS~~FINANCIAL ASSETS

Fair Value Measurement June 27, 2020 Using:
Total Level 1 Level 2 Level 3
Cash and Cash Equivalents $ 8,776,820 $ 8,776,820 $ - $ -
U.S. Government Securities 1,033,340 - 1,033,340 -
Corporate Debt 5,452,356 - 5,452,356 -
Equity Investments 4,222,896 299,998 - 3,922,898
$ 19,485,412 $ 9,076,818 $ 6,485,696 $ 3,922,898

			Fair Value Measurement June 26, 2021 Using:
	Total		Level 1		Level 2		Level 3
Cash and cash equivalents	$	27,359,688	$	27,359,688	$	-	$	-
U.S. government securities		1,012,300		-		1,012,300		-
Corporate Debt		2,412,292		-		2,412,292		-
Equity investments		4,540,210		277,499		-		4,262,711
	$	35,324,490	$	27,637,187	$	3,424,592	$	4,262,711

Fair Value Measurement at Dec 28, 2019 Using:
Total Level 1 Level 2 Level 3
Cash and Cash Equivalents $ 6,029,247 $ 6,029,247 $ - $ -
U.S. Government Securities 8,296,870 - 8,296,870 -
Corporate Debt 7,456,127 - 7,456,127 -
Equity Investments 4,537,159 386,711 - 4,150,448
$ 26,319,403 $ 6,415,958 $ 15,752,997 $ 4,150,448

			Fair Value Measurement at December 26, 2020 Using:
	Total		Level 1		Level 2		Level 3
Cash and cash equivalents	$	17,112,869	$	17,112,869	$	-	$	-
U.S. government securities		1,023,120		-		1,023,120		-
Corporate debt		2,612,561		-		2,612,561		-
Equity investments		4,523,525		293,891		-		4,229,634
	$	25,272,075	$	17,406,760	$	3,635,681	$	4,229,634

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:

SCHEDULE OF FAIR VALUE, ~~ASSETS~~LIABILITIES MEASURED ON RECURRING BASIS ~~UNOBSERVABLE INPUT RECONCILIATION~~

December 28, 2019 Net unrealized losses Purchases, issuances and settlements Transfers in and or out of Level 3 June 27, 2020
Equity Investments $ 4,150,448 $ (227,550) $ - $ - $ 3,922,898

December 26, 2020

Net unrealized gains

Purchases,

issuances and settlements

Transfers in

and or out of

Level 3

June 26, 2021

Equity investments

4,229,634

33,077

4,262,711

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

The 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

~~The Company acquired an equity interest in a company in the first quarter of 2018 through a $1.0~~ ~~million capital contribution and the contribution of certain intellectual property.~~ During the three and six months ended June ~~27, 2020,~~26, 2021, the Company recorded a less than $0.1 million of unrealized ~~gains~~gain on ~~this~~an equity ~~investment~~interest in a company due to a fluctuation in the foreign exchange rate. ~~As of June 27, 2020, the Company owned an~~ 11~~% interest in this investment and the estimated fair value of this equity investment was $3.5~~ ~~million at June 27, 2020.~~

~~In 2017 the Company had a warrant to acquire up to~~ 15% of the next round of equity offered by a customer as part of the licensing of technology to the customer. The Company used the pricing and terms of the qualified financing round by the customer in determining the value of its Series A warrant and recorded a gain of $~~2.0~~ ~~million. The Company acquired an equity interest in the customer by exercising the Series A warrant into Series A shares in the second quarter of 2018 and recorded a loss of less than $0.1~~ ~~million. In addition, the Company acquired shares of the customer’s Series B shares valued at $2.5~~ ~~million based on the fair value of the Series B at the closing in May 2019. During the second quarter of 2019, the Company recognized a $0.8~~ million gain based on an observable price change for the Series A shares by using the customer’s Series B capital structure, pricing of the shares being offered and the liquidation preference of Series B. 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.~~

~~On September 30, 2019 the Company entered into an Asset Purchase Agreement (the “Solos Purchase Agreement”) pursuant to which the Company sold and licensed certain assets of our Solos~~^TM ~~(“Solos”) product line and Whisper~~^TM~~Audio (“Whisper”) technology. As consideration for the transaction the Company received a~~ 20~~% equity stake in Solos Incorporation (“Solos Inc.”). The Company has recorded a less than $0.2~~ ~~million impairment charge on its Solos Inc. investment during the three and six months ended June 27, 2020.~~

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 June ~~27, 2020~~26, 2021 and December ~~28, 2019:~~26, 2020:

SCHEDULE OF INVENTORY

	June 26, 2021		December 26, 2020
Raw materials	$	5,470,123	$	3,609,710
Work-in-process		601,180		565,986
Finished goods		178,100		280,060
Total	$	6,249,403	$	4,455,756

June 27, 2020 December 28, 2019
Raw materials $ 2,598,727 $ 2,630,156
Work-in-process 544,528 711,475
Finished goods 568,792 427,065
Total $ 3,712,047 $ 3,768,696

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:

SCHEDULE OF WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING DILUTED

Three Months Ended Three Months Ended Six Months Ended Six Months Ended
June 27, 2020 June 29, 2019 June 27, 2020 June 29, 2019
Non-vested restricted common stock 2,373,874 2,047,374 2,373,874 2,047,374

Three Months Ended

Six Months

Ended

Six Months

Ended

June 26, 2021

June 27, 2020

June 26, 2021

June 27, 2020

Non-vested restricted common stock

2,543,717

2,373,874

2,543,717

2,373,874

7. STOCKHOLDERS’ EQUITY AND STOCK-BASED ~~COMPENSATION~~COMPENSATION

~~Restricted Stock Awards~~

In May of 2020, the Company adopted a 2020 Equity Incentive Plan (“2020 Equity Plan”) which authorized the issuance of shares of common stock to employees, non-employees, and the Board. The 2020 Equity Plan was a successor to the Company’s 2010 Equity Incentive Plan (“2010 Equity Plan”). The number of shares authorized to be issued under the 2020 Equity Plan is four million shares plus shares of the Company Stock underlying any outstanding award granted under the 2010 Equity Plan that expires, or is terminated, surrendered or forfeited for any reason without issuance of such shares.

Registered sale of equity securities

~~On March 15, 2019,~~During the three and six months ended June 26, 2021, the Company sold ~~7.3~~0.1 million and 2.5 million shares of ~~registered~~ common stock for gross proceeds of $~~8.0~~0.8 million ($and~~1.10~~ $16.8 million (average of $6.74 per share), respectively, before deducting ~~underwriting discounts and offering~~broker expenses paid by us of less than $0.1 million and $0.5 million, respectively, pursuant to the Company’s At-The-Market Equity Offering Sales Agreement dated as of February 8, 2019 (the “Previous ATM Agreement”) with Stifel, Nicolaus & Company, Incorporated, (“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. On March 5, 2021, the Company ~~of $0.7~~ ~~million. This represented approximately~~ ~~8.9~~% of Kopin’s total outstanding shares of common stock as of the date of purchase. The net proceeds from the offering were used for general corporate purposes, including working capital. On April 10, 2019,entered into a new At-The-Market Offering Sales Agreement (the “Current ATM Agreement”) with Stifel under which the Company may sell up to $50 million of its common stock.

On June 28, 2021 (the first business day of our fiscal third quarter), we sold ~~0.7~~0.6 million shares of ~~registered~~ common stock for gross proceeds of $~~0.8~~4.8 million ($(average of $~~1.10~~8.06 per share), before deducting ~~underwriting discounts and offering~~broker expenses paid by ~~the Company~~us of less than $~~0.1~~0.2 million, pursuant to ~~the partial exercise of the underwriters’ overallotment option in connection with its March 15, 2019 public offering. This represented approximately~~ our Current ATM Agreement.

~~0.8% of Kopin’s total outstanding shares of common stock as of the date of purchase.~~

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 was as follows:

SCHEDULE OF NON-VESTED RESTRICTED STOCK ACTIVITY

			Weighted Average					Weighted Average
	Shares		Grant Fair Value		Shares			Grant Fair Value
Balance, December 28, 2019		1,863,124	$	1.60
Balance, December 26, 2020						3,051,874		$	1.67
Granted		593,000		0.47		1,486,843			3.03
Forfeited		(22,250)		2.07		(985,000	)		1.81
Vested		(60,000)		1.12		(1,010,000	)		2.44
Balance, June 27, 2020		2,373,874	$	1.32
Balance, June 26, 2021						2,543,717		$	2.11

On December 31, 2017, the Company amended the employment agreement with our CEO, Dr. John Fan, to expire on December 31, 2020 and as part of the amendment issued restricted stock grants. Of the restricted stock grants issued to Dr. Fan, ~~640,000~~ ~~shares will vest upon the first 20 consecutive trading day period following the grant date during which the Company’s common stock trades at a price equal to or greater than $5.25,~~ ~~150,000~~ shares will vest at the end of the first 20 consecutive trading day period following the grant date during which the Company’s common stock trades at a price per share equal to or greater than $6.00, and ~~150,000~~ shares will vest at the end of the first 20 consecutive trading day period following the grant date during which the Company’s common stock trades at a price per share equal to or greater than $7.00. All of the grants are subject to certain acceleration events and expire on ~~December 31, 2020. The total fair value of these awards on December 31, 2017 was $1.7~~ ~~million. The value of restricted stock grants that vest based on market conditions is computed on the date of grant using the Monte Carlo model with the following assumptions:~~

~~SCHEDULE OF SHARE-BASED PAYMENT AWARD, EMPLOYEE STOCK PURCHASE PLAN, VALUATION ASSUMPTIONS~~

For the three months ended For the three months ended For the three months ended
June 27, 2020 June 27, 2020 June 27, 2020
Performance price target $ 5.25 $ 6.00 $ 7.00
Expected volatility 48.3% 48.3% 48.3%
Interest rate 1.97% 1.97% 1.97%
Expected Life (years) 3 3 3
Dividend yield —% —% —%

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 six months ended June ~~27, 2020~~26, 2021 and June ~~29, 2019~~27, 2020 (no tax benefits were recognized):

SCHEDULE OF STOCK-BASED COMPENSATION EXPENSE

	Three Months Ended		Three Months Ended		Six Months Ended		Six Months Ended		Three Months Ended		Three Months Ended		Six Months Ended		Six Months Ended
	June 27, 2020		June 29, 2019		June 27, 2020		June 29, 2019		June 26, 2021		June 27, 2020		June 26, 2021		June 27, 2020
Cost of product revenues	$	16,269	$	32,107	$	30,246	$	64,215	$	34,789	$	16,226	$	168,573	$	30,246
Research and development		57,523		83,785		112,655		188,515		121,012		57,523		215,065		112,655
Selling, general and administrative		87,885		422,582		177,241		1,101,586		358,708		87,885		2,741,037		177,241
Total	$	161,677	$	538,474	$	320,142	$	1,354,316	$	514,509	$	161,677	$	3,124,675	$	320,142

Unrecognized compensation expense for non-vested restricted common stock as of June ~~27, 2020~~26, 2021 totaled $~~0.7~~3.0 million and is expected to be recognized over a weighted average period of approximately ~~two years~~2.6 .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 six months ended June ~~27, 2020~~26, 2021 were as follows:

SCHEDULE OF ACCRUED WARRANTY

Balance, December 28, 2019	$	509,000
Balance, December 26, 2020			$	508,000
Additions		348,000		546,000
Claims		(349,000)		(77,000	)
Balance, June 27, 2020	$	508,000
Balance, June 26, 2021			$	977,000

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 ~~Other accrued~~Contract liabilities and billings in excess of revenues earned in its condensed consolidated balance sheets. At June ~~27, 2020,~~26, 2021, 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 in the three and six months ended June ~~27, 2020~~26, 2021 and June ~~29, 2019,~~27, 2020, respectively. As of June ~~27, 2020,~~26, 2021, the Company has available for tax purposes U.S. federal ~~NOLs~~net operating loss carryforwards (“NOLs”) of approximately $~~160.5~~160.3 million expiring 2022 through 2037 and $~~59.1~~66.4 million that have an unlimited carryover period. The Company ~~had~~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:

SCHEDULE OF CONTRACT WITH CUSTOMER, ASSET AND LIABILITY

June 27, 2020 December 28, 2019 $ Change % Change
Contract assets ---current 2,509,258 $ 921,082 $ 1,588,176 172%
Contract liabilities---current (1,687,403) $ (796,794) $ (890,609) 112%
Contract liabilities---noncurrent (1,589) $ (6,557) $ 4,968 (76)%
Net contract assets (liabilities) $ 820,266 $ 117,731 $ 702,535 597%

	June 26, 2021			December 26, 2020			$ Change			% Change
Contract assets —current	$	3,196,477		$	3,521,753		$	(325,276	)		(9	)%
Contract liabilities—current		(2,076,467	)		(1,493,847	)		(582,620	)		39	%
Contract liabilities—noncurrent		(32,460	)	$	(5,069	)	$	(27,391	)		540	%
Net contract assets (liabilities)	$	1,087,550		$	2,022,837		$	(935,287	)		(46	)%

The $~~$0.7~~0.9 million ~~increase~~decrease in the Company’s net contract assets at June ~~27, 2020~~26, 2021 as compared to December ~~28, 2019~~26, 2020 was primarily due to an increase in inventory and other costs associated with government contracts which recognize revenue over time, which was partially offset by an increase in billing in excess of revenue earned.

In the three and six months ended June 26, 2021, the Company recognized revenue of $0.1 million and $1.3 million, respectively, related to our contract liabilities at December 26, 2020. In the three and six months ended June 27, 2020, the Company recognized revenue of $0.6million, related to our contract liabilities at December 28, 2019. ~~In the three and six months ended June 29, 2019, the Company recognized revenue of $0.1~~ ~~million and~~ ~~$0.3~~ ~~million, respectively, related to our contract liabilities at December 29, 2018.~~

The Company did not recognize impairment losses on our contract assets in the three and six months ended June ~~27, 2020~~26, 2021 or June ~~29, 2019.~~27, 2020.

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:

SCHEDULE OF SATISFACTION OF PERFORMANCE OBLIGATIONS

	Three months ended		Three months ended		Six months ended		Six months ended		Three months ended			Three months ended			Six months ended			Six months ended
	June 27, 2020		June 29, 2019		June 27, 2020		June 29, 2019		June 26, 2021			June 27, 2020			June 26, 2021			June 27, 2020
Point in time		39%		78%		37%		75%		36	%		39	%		33	%		37	%
Over time		61%		22%		63%		25%		64	%		61	%		67	%		63	%

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 June ~~27, 2020,~~26, 2021, the aggregate amount of the transaction price allocated to remaining performance obligations was $~~$5.7~~ 22.7million 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 June ~~27, 2020~~26, 2021 and December ~~28, 2019,~~26, 2020, 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 Six Months Ended Six Months Ended
June 27,2020 June 29, 2019 June 27, 2020 June 29, 2019
Operating lease cost $ 283,443 $ 308,080 $ 566,443 $ 603,565

	Three Months Ended		Three Months Ended		Six Months Ended		Six Months Ended
	June 26,2021		June 27, 2020		June 26, 2021		June 27, 2020
Operating lease cost	$	289,685	$	283,443	$	576,578	$	566,443

At June ~~27, 2020,~~26, 2021, the Company’s future lease payments under non-cancellable leases were as follows:

SCHEDULE OF FUTURE LEASE PAYMENT UNDER NON-CANCELLABLE LEASE

2020 (excluding the six months ended June 27, 2020)	$	596,627
2021		1,048,973
2021 (excluding the six months ended June 26, 2021)			$	462,092
2022		653,367		658,068
2023		201,333		201,335
Thereafter		-
Total future lease payments	$	2,500,300	$	1,321,495
Less imputed interest		(187,955)		(70,964	)
Total	$	2,312,345	$	1,250,531

The Company’s lease liabilities recognized in the Company’s condensed consolidated balance sheets at June ~~27, 2020~~26, 2021 was as follows:

SCHEDULE OF OPERATING LEASE PAYMENTS RECOGNIZED IN CONSOLIDATED BALANCE SHEETS

	June 27, 2020		June 26, 2021
Operating lease liabilities - current	$	1,077,756	$	762,139
Operating lease liabilities -noncurrent		1,236,818		488,392
Total lease liabilities	$	2,314,574	$	1,250,531

Supplemental cash flow information related to leases was as follows:

SCHEDULE OF SUPPLEMENTAL INFORMATION RELATED TO LEASES

Six months ended
June 27, 2020
Cash paid for amounts included in the measurement of operating lease liabilities $ 591,500

	Six months ended
	June 26, 2021
Cash paid for amounts included in the measurement of operating lease liabilities	$	604,672

Other information related to leases was as follows:

	June ~~27, 2020~~26, 2021
Weighted Average Discount Rate - Operating Leases		~~6.16%~~6.19	%
Weighted Average Remaining Lease Term - Operating Leases (in years)		~~2.39~~2.40

12. SEGMENTS AND DISAGGREGATION OF ~~REVENUE~~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. ~~In the fourth quarter of 2019, as a result of the changes in our operations and management structure we commenced reporting~~We report under one ~~segment. We have retrospectively adjusted our~~ segment, ~~disclosures to present~~ ~~one reportable 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 June ~~27, 2020~~26, 2021 and December ~~28, 2019~~26, 2020 were:

SCHEDULE OF LONG-LIVED ASSETS BY GEOGRAPHIC AREAS

Total Long-lived Assets (in thousands) June 27, 2020 December 28, 2019
U.S. $ 3,144 $ 3,647
United Kingdom 352 442
China 23 37
Japan 70 101
Total $ 3,589 $ 4,227

Total Long-lived Assets (in thousands)	June 26, 2021		December 26, 2020
U.S.	$	2,784	$	3,028
United Kingdom		327		329
China		-		11
Japan		8		39
Total	$	3,119	$	3,407

We disaggregate our revenue from contracts with customers by geographic location and by display application, as we believe it best depicts how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors.

During the three and six months ended June ~~27, 2020~~26, 2021 and June ~~29, 2019,~~27, 2020, the Company derived its sales from the following geographies:

SCHEDULE OF SEGMENT INFORMATION BY REVENUE TYPE

	Three months ended					Three months ended					Six months ended					Six months ended
	June 26, 2021					June 27, 2020					June 26, 2021					June 27, 2020
(In thousands)	Revenue		% of Total			Revenue		% of Total			Revenue		% of Total			Revenue		% of Total
United States	$	6,448		65	%	$	6,938		79	%	$	14,629		68	%	$	13,704		82	%
Other Americas		-		-			-		-			-		-			101		1
Total Americas		6,448		65			6,938		79			14,629		68			13,805		83
Asia - Pacific		3,111		31			1,642		18			6,386		29			2,306		14
Europe		346		4			235		3			567		3			582		3
Total Revenues	$	9,905		100	%	$	8,815		100	%	$	21,582		100	%	$	16,693		100	%

Three months ended Three months ended Six months
ended Six months
ended
June 27, 2020 June 29, 2019 June 27, 2020 June 29, 2019
(In thousands) Revenue % of Total Revenue % of Total Revenue % of Total Revenue % of Total
United States $ 6,938 79% $ 2,605 29% $ 13,704 82% $ 5,011 35%
Other Americas - - 7 - 101 1 25 -
Total Americas 6,938 79 2,612 29 13,805 83 5,036 35
Asia - Pacific 1,642 18 5,817 64 2,306 14 7,690 52
Europe 235 3 671 7 582 3 1,917 13
Other - - 10 - - - 10 -
Total Revenues $ 8,815 100% $ 9,110 100% $ 16,693 100% $ 14,653 100%

During the three and six months ended June ~~27, 2020~~26, 2021 and June ~~29, 2019,~~27, 2020, the Company derived its sales from the following display applications:

SCHEDULE OF SEGMENT REPORTING INFORMATION, BY SEGMENT

	Three months ended		Three months ended		Six months ended		Six months ended
(In thousands)	June 26, 2021		June 27, 2020		June 26, 2021		June 27, 2020
Defense	$	3,779	$	4,490	$	8,772	$	8,003
Industrial		2,629		1,396		4,671		3,579
Consumer		400		232		934		453
R&D		2,704		1,772		6,265		3,733
Other		393		925		940		925
Total Revenues	$	9,905	$	8,815	$	21,582	$	16,693

Three months ended Three months ended Six months ended Six months ended
(In thousands) June 27, 2020 June 29, 2019 June 27, 2020 June 29, 2019
Military $ 4,490 $ 1,797 $ 8,003 $ 3,238
Industrial 1,396 2,135 3,579 4,638
Consumer 232 503 453 1,149
R&D 1,772 455 3,733 1,199
License, royalties and other 925 4,220 925 4,429
Total Revenues $ 8,815 $ 9,110 $ 16,693 $ 14,653

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 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 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. 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~~as of June ~~27, 2020.~~26, 2021. 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 six months ended June ~~27, 2020~~26, 2021 and June ~~29, 2019,~~27, 2020, the Company had the following transactions with related parties:

SCHEDULE OF TRANSACTIONS WITH RELATED PARTIES

Three Months Ended
June 27, 2020 June 29, 2019
Sales Purchases Sales Purchases
Solos Technology $ 106,390 $ — $ — $ —
RealWear, Inc. 371,902 — 4,667,258 —
$ 478,292 $ — $ 4,667,258 $ —

	Six Months Ended								Three Months Ended
	June 27, 2020				June 29, 2019				June 26, 2021				June 27, 2020
	Sales		Purchases		Sales		Purchases		Sales		Purchases		Sales		Purchases
Goertek	$	—	$	—	$	—	$	1,246,077
Solos Technology		246,458		—		—		—	$	—	$	—	$	106,390	$	—
HMDmd, Inc.										244,890		—		—		—
RealWear, Inc.		371,902		—		5,192,644		—		1,238,072		—		371,902		—
	$	618,360	$	—	$	5,192,644	$	1,246,077	$	1,482,962	$	—	$	478,292	$	—

	Six Months Ended
	June 26, 2021				June 27, 2020
	Sales		Purchases		Sales		Purchases
Solos Technology	$	—	$	—	$	246,458	$	—
HMDmd, Inc.		244,890		—		—		—
RealWear, Inc.		2,560,957		—		371,902		—
	$	2,805,847	$	—	$	618,360	$	—

At June ~~27, 2020~~26, 2021 and December ~~28, 2019,~~26, 2020, the Company had the following receivables, contract liabilities and payables with related parties:

June 27, 2020 December 28, 2019
Receivables Contract Liabilities Payables Receivables Contract Assets Payables
Solos Technology $ 79,146 $ — $ 15,015 $ 283,203 — —
RealWear, Inc. 363,607 395,386 — 646,848 — —
$ 442,753 $ 395,386 $ 15,015 $ 930,051 $ — $ —

	June 26, 2021						December 26, 2020
	Receivables		Contract Liabilities		Payables		Receivables		Contract Assets		Payables
RealWear, Inc.	$	577,151	$	—	$	—	$	817,388	$	—	$	—

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 ~~28, 2019.~~26, 2020. These factors include: the extent of the impact of the coronavirus (“COVID-19”) pandemic on our business and operations, and the economic and societal disruptions resulting from the COVID-19 pandemic; our ability to continue as a going concern; the material weakness management has identified in our internal control over financial reporting, our conclusion that our disclosure controls and procedures were not effective as of the fiscal year ended December 28, 2019 or the period ended June 27, 2020 and our ability to remediate that material weakness; our ability to obtain raw materials and other goods as well as services from our suppliers as needed; our expectation that our Scotland plant will achieve normal production rates in the third quarter of 2020; the potential for customers to choose our competitors as their supplier; our expectation that we will have negative cash flow from operating activities in 2020; our ability to prosecute and defend our proprietary technology aggressively or successfully; our expectation of lower shipment rate of our thermal weapon sight system to continue during the third fiscal quarter and then for shipments to increase in the fourth fiscal quarter of 2021; 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 ~~military,~~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 ~~expectation that we will expend between $0.5 million and $1.0 million on capital expenditures over the next twelve months; our~~ need to 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;~~capital and our ability to support our operations and capital needs for at least the next twelve months through our available cash ~~resources; our expectation that we will incur taxes based on our foreign operations in 2020; and our expectation that we will have a state tax provision in 2020.~~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 ~~28, 2019~~26, 2020 and our unaudited condensed consolidated financial statements included in this Form 10-Q.

~~COVID-19~~

In March 2020, the World Health Organization declared COVID-19 a pandemic. We continue to actively monitor the COVID-19 pandemic and take steps intended to mitigate the potential risks to our workforce and our business. This pandemic has disrupted global economic activity and the capital markets. These disruptions can continue for a prolonged period of time or become severe. The COVID-19 pandemic is a rapidly evolving situation. We cannot predict the duration of the pandemic or the ultimate effects of it on the global or national economy. The COVID-19 pandemic and its related effects have affected our supply chain and workforce, as discussed more fully below.

Results of Operations

As described in our “Forward-Looking Statements” on page 18 of this Form 10-Q, 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 work days 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 segment results, should be viewed in this context.

Revenues. ~~We categorize revenues based upon our understanding of the end market application our products are included in.~~ For the three and six months ended June ~~27, 2020~~26, 2021 and June ~~29, 2019,~~27, 2020, 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		Six months ended		Six months ended		Three months ended		Three months ended		Six months ended		Six months ended
(In thousands)	June 27, 2020		June 29, 2019		June 27, 2020		June 29, 2019		June 26, 2021		June 27, 2020		June 26, 2021		June 27, 2020
Military	$	4,490	$	1,797	$	8,003	$	3,238
Defense									$	3,779	$	4,490	$	8,772	$	8,003
Industrial		1,396		2,135		3,579		4,638		2,629		1,396		4,671		3,579
Consumer		232		503		453		1,149		400		232		934		453
R&D		1,772		455		3,733		1,199		2,704		1,772		6,265		3,733
License, royalties and other		925		4,220		925		4,429
Other										393		925		940		925
Total Revenues	$	8,815	$	9,110	$	16,693	$	14,653	$	9,905	$	8,815	$	21,582	$	16,693

Sales of our products for ~~Military~~Defense applications include systems used by the military both in the field and for training and simulation. The ~~increase~~decrease in ~~Military~~Defense applications revenues in the three months ended June 26, 2021 as compared to the three months ended June 27, 2020 is primarily from a decrease in volume shipments for our thermal weapon sight systems for soldiers. During the three months ended June 26, 2021 we reduced shipments of our thermal weapon sight systems to a customer who was making system and production enhancements. We expect the lower shipment rate to continue during the third fiscal quarter and then for shipments to increase in the fourth fiscal quarter of 2021. The increase in Defense applications revenues in the six months ended June 26, 2021 as compared to the six months ended June 27, 2020 ~~as compared to the three and six months ended June 29, 2019~~ is primarily from an increase in volume shipments for our thermal weapon ~~sight systems for soldiers and avionic component contracts.~~sight.

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~~increase in Industrial applications ~~revenue~~revenues for the three and six months ended June ~~27, 2020~~26, 2021 as compared to the three and six months ended June ~~29, 2019~~27, 2020 was primarily due to ~~a decline~~an increase in sales of products for ~~industrial wearable headset~~3D metrology equipment and headsets used for applications in manufacturing, distribution partially offset by ~~an increase~~a decline in ~~sales of systems for~~ public safety. Our Scotland production plant, which provides the displays for the 3D metrology equipment application, experienced a supply issue in March 2020 related to one raw material, which resulted in lower revenues from the sale of our displays for 3D applications. We do not believe this interruption was related to the COVID-19 pandemic. However, our Scotland plant was closed for the majority of April 2020 as a result of the COVID-19 pandemic. It has resumed operations at lower than normal rates but we expect it to achieve normal production rates in the third quarter of 2020. The loss of revenue of our Scotland plant because of the closure in April 2020 was not significant.safety wearable headsets.

Our displays for Consumer applications are used primarily in thermal imaging products, recreational rifle and hand-held scopes ~~drone racing headsets~~ and augmented reality (AR) and virtual reality (VR) headsets. The ~~decrease~~increase in Consumer applications revenues for the three and six months ended June ~~27, 2020~~26, 2021 as compared to the three and six months ended June ~~29, 2019~~27, 2020 was primarily due to ~~decreased~~increased demand for displays and components used in recreational rifle and hand-held scopes, ~~and~~ drone racing headsets. and sales of our organic light emitting diode (“OLED”) products.

R&D revenues increased in the three and six months ended June ~~27, 2020~~26, 2021 as compared to ~~the three and six month ended June 29, 2019 primarily due to increase in funding for U.S. military programs.~~

~~Other revenues includes~~ license fees from an arrangement with a customer where our performance obligation is to license functional intellectual property (“IP”) and which provides the customer the right to use our IP as it exists at a point in time and royalties on the sale of the customers’ products which include our IP. ~~Other revenues also include sales of products which either do not meet the description of one of the other product categories or we do not know what end market application our product is used for.~~ ~~The decrease in Other revenue in~~ the three and six months ended June 27, 2020 ~~compared~~primarily due to an increase in funding for U.S. defense programs.

International revenues represented 35% and 32% of total revenues for the three and six months ended June ~~29, 2019 was due to the one-time license of functional IP to a customer for $3.5 million in the second quarter ended June 29, 2019.~~

~~International sales represented~~26, 2021, respectively, and 21% and ~~70%~~18% of total revenues for the three ~~months ended June 27, 2020~~ and ~~June 29, 2019, and 18% and 65% of total revenues for the~~ six months ended June 27, 2020, ~~and June 29, 2019,~~ respectively. We categorize our ~~sales~~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 ~~sale~~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 ~~decline~~increase in international ~~sales~~revenues was a result of ~~a decline~~an increase in sales of products for 3D 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 Revenue. Cost of product revenues, which is comprised of materials, labor and manufacturing overhead related to the production of our products for the three and six months ended June ~~27, 2020~~26, 2021 and June ~~29, 2019,~~27, 2020, were as follows:

	Three Months Ended			Three Months Ended			Six Months Ended			Six Months Ended
(In thousands, except for percentages)	June 26, 2021			June 27, 2020			June 26, 2021			June 27, 2020
Cost of product revenues	$	6,045		$	4,780		$	12,441		$	10,427
Cost of product revenues as a % of net product revenues		87	%		72	%		86	%		83	%

Three Months Ended Three Months Ended Six Months Ended Six Months Ended
(In thousands, except for percentages) June 27, 2020 June 29, 2019 June 27, 2020 June 29, 2019
Cost of product revenues $ 4,780 $ 5,243 $ 10,427 $ 11,120
Cost of product revenues as a % of net product revenues 71.7% 118.2% 82.8% 122.9%

The ~~decrease~~increase in cost of product revenues as a percentage of net product revenues for the three and six months ended June ~~27, 2020~~26, 2021 as compared to the three and six months ended June ~~29, 2019~~27, 2020 was primarily due to lower ~~material cost and improved~~ manufacturing efficiencies due to higher sales volumes which reduced fixed costs per unit at our United States plant. In 2019 we were commencing production of certain products and we experienced higher than normal scrap of approximately $1.2 million for the first six months of 2019 as compared to the first six months of 2020.driven by lower volumes.

During the first six months of ~~2020 our U.S.~~2021, we became aware of global shortages of semiconductor components and production ~~facilities did~~capacity affecting many industries. We have not ~~experience significant~~experienced any shortage issues with obtaining raw materials as a result of the coronavirus pandemic. However, for certain raw materials, including raw materials we source from Asia, we do not have significant amounts of inventory and we are receiving weekly shipments which are necessary to keep our production lines going. Our Forth Dimension Display, Ltd. (FDD) production facility in Scotland did experience a disruption in their supply chain in the month of March 2020 which negatively impacted their revenues, operating results and cash flow. Our United States production facilities were open during the first six months of ~~2020 but~~2021, however we were notified by several vendors that provide us with components for our ~~production staffing levels were below normal as~~3D metrology products that they may not be able to honor their purchase commitments to us and in some ~~employees decided to stay home~~cases we are experiencing price increases. To date the price increases have not had a material effect on our gross margins We are evaluating other possible sources for these components. The shortage of semiconductor components is a very dynamic situation, and we expect this to continue and are unable to determine when we will return to normal levels. Our FDD facility was closed during April 2020 but has recently reopened. Our FDD facility produces displays for 3D metrology equipment makers and certain U.S. military programs. FDD sells its U.S. military displays to our subsidiary, NVIS, Inc. for incorporation into military systems. As a result of the disruption at FDD, display shipments to its customers, including NVIS, were behind schedule as of March 28, 2020 but were back on schedule by June 27, 2020. A disruption in supply of raw materials or a decrease in production employee attendance could result in lower revenues, an increase in our operating losses and a negative impactrely on our ~~cash flow.~~vendors to provide information about where they source semiconductor components and the availability of these semiconductor components. The shortage of semiconductor components is resulting in the need to place purchase orders further out into the future than we normally do and we are seeing price increases quoted for some semiconductor components which may negatively affect future gross margins.

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 ~~2020,~~2021, we expect our R&D expenditures to be related to our display products, overlay weapon sights and ~~organic light emitting diode (“OLED”)~~OLED display technologies. Funded and internal R&D ~~expense~~expenses are combined in research and development expenses in the statement of operations. R&D expenses for the three and six months ended June ~~27, 2020~~26, 2021 and June ~~29, 2019~~27, 2020 were as follows:

	Three Months Ended		Three Months Ended		Six Months Ended		Six Months Ended		Three Months Ended		Three Months Ended		Six Months Ended		Six Months Ended
(In thousands)	June 27, 2020		June 29, 2019		June 27, 2020		June 29, 2019		June 26, 2021		June 27, 2020		June 26, 2021		June 27, 2020
Funded	$	1,361	$	445	$	2,866	$	1,311	$	2,511	$	1,361	$	4,626	$	2,866
Internal		860		2,885		1,695		6,986		1,229		860		2,678		1,695
Total research and development expense	$	2,221	$	3,330	$	4,561	$	8,297	$	3,740	$	2,221	$	7,304	$	4,561

Funded R&D expense for the three and six months ended June ~~27, 2020~~26, 2021 increased as compared to the three and six months ended June ~~29, 2019~~27, 2020 primarily due to increased spending on U.S. ~~military~~defense programs. Internal R&D expenses for the three and six months ended June ~~27, 2020 decreased~~26, 2021 increased primarily due to ~~the curtailment of certain development programs.~~an increase in OLED development.

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 six months ended June ~~27, 2020~~26, 2021 and June ~~29, 2019~~27, 2020 were as follows:

	Three Months Ended		Three Months Ended		Six Months Ended		Six Months Ended		Three Months Ended			Three Months Ended			Six Months Ended			Six Months Ended
(In thousands, except for percentages)	June 27, 2020		June 29, 2019		June 27, 2020		June 29, 2019		June 26, 2021			June 27, 2020			June 26, 2021			June 27, 2020
Selling, general and administration expense	$	2,909	$	5,376	$	6,341	$	11,658	$	4,041		$	2,909		$	9,947		$	6,341
Selling, general and administration expense as a % of revenues		33.0%		59.0%		38.0%		79.6%		41	%		33	%		46	%		38	%

S,G&A ~~decreased~~increased for the three and six months ended June ~~27, 2020~~26, 2021 as compared to the three and six months ended June ~~29, 2019~~27, 2020 primarily due to ~~a decrease~~increases in ~~compensation expenses including~~ stock-based compensation and bad debt expense which were partially offset by lower professional ~~fees, information technology expenses, travel and accretion of the NVIS contingent consideration.~~fees.

Other Income (Expense), net. Other income (expense), net, is primarily composed of interest income, foreign currency transaction and remeasurement gains and losses incurred by our U.K.-based subsidiary and other non-operating income items. Other income (expense), net, for the three and six months ended June ~~27, 2020~~26, 2021 and June ~~29, 2019~~27, 2020 was as follows:

	Three Months Ended		Three Months Ended		Six Months Ended		Six Months Ended		Three Months Ended		Three Months Ended			Six Months Ended		Six Months Ended
(In thousands)	June 27, 2020		June 29, 2019		June 27, 2020		June 29, 2019		June 26, 2021		June 27, 2020			June 26, 2021		June 27, 2020
Other (expense) income, net	$	(6)	$	627	$	(93)	$	917
Other income (expense), net									$	104	$	(6	)	$	140	$	(93	)

During the three and six months ended June ~~27, 2020~~26, 2021, we recorded foreign currency gains of ~~less than~~ $0.1 ~~million and losses of $0.2~~ million as compared to losses of ~~$0.2~~less than $0.1 million and ~~gains of $0.1~~$0.2 million for the three and six months ended June ~~29, 2019,~~27, 2020, respectively. ~~During the three and six months ended June 29, 2019, the Company recognized a gain of $0.8 million on the fair value adjustment due to an observable price change on an equity investment.~~

Tax Provision. We recorded a provision for income taxes of less than $0.1 million in the three and six months ended June ~~27, 2020~~26, 2021 and June ~~29, 2019. The provision for income taxes in the three and six months ended June~~ 27, ~~2020 and June 29, 2019 primarily relate to interest and penalties on uncertain tax positions.~~2020.

Net Loss (Income) Attributable to Noncontrolling Interest. As of June ~~27, 2020,~~26, 2021, we owned 80% of the equity of eMDT America (“eMDT”). Net loss (income) attributable to noncontrolling interest on our consolidated statement of operations represents the portion of the results of operations of our majority owned subsidiary which is allocated to the stockholders of the equity interests not owned by us. The change in net loss (income) attributable to noncontrolling interest is the result of the change in the results of operations of eMDT for the three and six months ended June ~~27, 2020~~26, 2021 and June ~~29, 2019.~~27, 2020.

Net Loss Attributable to Kopin Corporation. We incurred net losses attributable to Kopin Corporation of $3.9 million and $8.0 million during the three and six months ended June 26, 2021, respectively, compared to net losses attributable to Kopin Corporation of $1.1 million and $4.7 million during the three and six months ended June 27, 2020, ~~compared to net losses attributable to Kopin Corporation of $4.3 million and $15.6 million during the three and six months ended June 29, 2019.The decrease~~respectively. The increase in the net ~~losses~~loss attributable to Kopin Corporation during the three and six months ended June ~~27, 2020~~26, 2021 compared to the three and six months ended June ~~29, 2019~~27, 2020 is due to ~~a reorganization of the Company in 2019. The reorganization included a reduction in the number of employees, a decrease~~lower gross margins and increases in R&D ~~expense through the sale or license of intellectual property associated with activities we had either completed or abandoned,~~spending on OLED development and ~~a decrease in S,G&A due to lower labor costs, stock based~~stock-based compensation costs, bad debt expense, professional fees, information technology costs and the accretion of the NVIS contingent consideration. Some of the reduction in S,G&A costs was made possible by the actions taken to reduce R&D expense as we would no longer be pursing the launch of products based on the technologies being developed.expenses.

Liquidity and Capital Resources

At June ~~27, 2020~~26, 2021 and December ~~28, 2019,~~26, 2020, we had cash and cash equivalents and marketable securities of ~~$15.3~~$30.8 million and ~~$21.8~~$20.7 million, respectively, and working capital of ~~$18.6~~$33.9 million and ~~$22.5~~$22.6 million, ~~at June 27, 2020 and December 28, 2019,~~ respectively. The change in cash and cash equivalents and marketable securities was primarily due to the sale of 2.5 million shares of common stock for net ~~outflow~~proceeds of ~~cash used in operating activities of $6.8 million, capital expenditures of $0.2~~$16.3 million partially offset by ~~the proceeds from the sale~~capital expenditures of ~~marketable debt securities of $9.3 million. Included in the $6.8 million of cash used in operation activities was a contingent consideration payment to the former owners on NVIS of $0.5~~$0.7 million.

During the ~~second quarter of the year ending~~three and six months ended June 27, 2020, we received the proceeds from loans in the amount of approximately $2.2 million (the “PPP Loan”) pursuant to the Paycheck Protection Program (“PPP”) of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). During the second quarter of the year ending June 27, 2020 we repaid $2.1 million of the loans and we repaid $0.1 million in July 2020. The Company’s decision to terminate the loans was based on additional guidance from the Small Business Administration. There were no prepayment penalties in connection with the voluntary termination.

~~On March 15, 2019,~~26, 2021, we sold ~~7.3~~0.1 million and 2.5 million shares of registered common stock for gross proceeds of $8.0 million ($1.10 per share), before deducting underwriting discounts and offering expenses paid by the Company of $0.7 million. This represented approximately 8.9% of our total outstanding shares of common stock as of the date of purchase. The net proceeds from the offering were used for general corporate purposes, including working capital. On April 10, 2019, we sold 0.7 million shares of registered common stock for gross proceeds of $0.8 million ~~($1.10~~and $16.8 million (average of $6.74 per share), respectively, before deducting ~~underwriting discounts and offering~~broker expenses paid by us of less than $0.1 million and $0.5 million, respectively, pursuant to the ~~partial exercise~~Company’s At-The-Market Equity Offering Sales Agreement dated as of February 8, 2019 (the “Previous ATM Agreement”) with Stifel, Nicolaus & Company, Incorporated, (“Stifel”) as agent. The Previous ATM Agreement has since terminated pursuant to its terms as a result of the ~~underwriters’ overallotment option in connection~~sale of all the shares subject to such agreement. On March 5, 2021, the Company entered into a new At-The-Market Offering Sales Agreement (the “Current ATM Agreement”) with ~~the March 15, 2019 public offering. This represented approximately 0.8%~~Stifel under which we may sell up to $50 million of our ~~total outstanding~~common stock.

On June 28, 2021 (the first business day of our fiscal third quarter), we sold 0.6 million shares of common stock asfor gross proceeds of ~~the date~~$4.8 million (average of ~~purchase.~~$8.06 per share), before deducting broker expenses paid by us of less than $0.2 million, pursuant to our Current ATM Agreement.

Cash and cash equivalents and marketable debt securities held in U.S. Dollars at:

	June 27, 2020		December 28, 2019		June 26, 2021		December 26, 2020
Domestic locations	$	14,553,345	$	21,148,381	$	29,729,726	$	19,724,103
International locations		244,920		145,240		488,236		340,217
Subtotal cash and cash equivalents marketable debt securities held in U.S. dollars		14,798,265		21,293,621		30,217,962		20,064,320
Cash and cash equivalents held in other currencies and converted to U.S. dollars		464,251		488,623		566,318		684,230
Total cash and cash equivalents and marketable debt securities	$	15,262,516	$	21,782,244	$	30,784,280	$	20,748,550

We have no plans to repatriate the cash and cash equivalents held in our foreign subsidiary ~~FDD,~~Forth Dimension Displays, Ltd. and, as such, we have not recorded any deferred tax liability with respect to such cash.

In March 2017, we purchased 100% of the outstanding stock of NVIS for $3.7 million and subsequently paid $1.9 million in contingent consideration through March 28, 2020. There are no remaining contingent payment obligations related to the NVIS purchase as of June 27, 2020.

We expect to expend between ~~$0.5~~$1.0 million and ~~$1.0~~$2.0 million on capital expenditures in ~~2020.~~2021.

We entered into an agreement in August 2017 to acquire an approximate 3.5% equity interest in Kunming BOE Display Technology Co., Ltd. (“BOE”), which is located in China, for 35.0 million Chinese Yuan Renminbi (approximately $5.0 million). Our sole obligation under this agreement is to make this capital contribution. The funds raised by the BOE equity offering are being used to build an Organic Light Emitting Diode (“OLED”) manufacturing facility which we intend to use to manufacture our products. We were unable to make our scheduled capital contribution and have received an extension from BOE postponing our capital contribution until July 2022.

We incurred net losses of $29.4 million and net cash outflows from operations of $21.0 million for the fiscal year ended 2019. We incurred a net loss of $4.8 million for the six months ended June 27, 2020 and net cash outflows from operations of $6.8 million. In addition, we have continued to experience a significant decline in cash and cash equivalents and marketable debt securities, which was primarily a result of funding operating losses, of which a significant component relates to our ongoing investments in the research and development of display products. These negative financial conditions raise substantial doubt regarding our ability to continue as a going concern. We have an At-The-Market (ATM) registration statement in place which provides us a method of selling equity securities into the market on a periodic basis to raise funds. In addition, we have in the past sold equity securities to fund our operations. We estimate we will have sufficient liquidity to fund operations at least through the end of the second quarter of 2021. If our actual results are less than projected or we need to raise capital for additional liquidity, we may be required to do an equity financing, reduce expenses or enter into a strategic transaction. However, we can make no assurance that we will be able to raise additional capital, reduce expenses sufficiently, or enter into a strategic transaction on terms acceptable to us, or at all.

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 June ~~27, 2020,~~26, 2021, 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 June ~~27, 2020,~~26, 2021, 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 June ~~27, 2020, internal control over financial reporting was not~~26, 2021, our disclosure controls and procedures were effective ~~based on criteria established~~ in ~~Internal Control-Integrated Framework issued~~ensuring that material information required to be disclosed by the COSO because of a material weakness previously identified, as discussed below. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

In the course of performing our assessment of internal control over financial reporting in 2019, management identified a material weaknesses in internal controls as of December 28, 2019 and December 29, 2018 related to management’s monitoring and oversight of accounting for non-routine transactions. Specifically, our internal controls were not designed effectively to ensure appropriate and timely evaluation of the accounting impact for non-routine transactions, including the accounting for non-controlling interest and other investments. This material weakness continues to exist as of June 27, 2020.

~~Remediation~~

~~We are~~us in the ~~process of remediating this deficiency. To date,~~reports that we ~~implemented additional review procedures,~~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 ~~increasing the scope of activities from the accounting firm we use~~ensuring that such material information is accumulated and communicated to ~~assist us in internal control reviews,~~our management, including our principal executive and principal financial officers, as appropriate to ensure the financial statements we issue are prepared in accordance with GAAP and are fairly presented in all material respects. As of June 27, 2020, we have not had sufficient opportunity to test whether our corrective actions have remedied the material weakness and therefore management concluded that the material weakness has not been remedied as of June 27, 2020.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 June ~~27, 2020~~26, 2021 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

BlueRadios, Inc. v. Kopin Corporation, Civil Action No. 16-02052-JLK (D. Col.):

Item 1A. Risk Factors

~~In addition~~Our business and financial results are subject to numerous risks and uncertainties. As a result, the ~~other information set forth in this report, you should carefully consider the factors~~risks and uncertainties discussed in Part I, Item 1A. ~~“Risk Factors”~~Risk Factors in our 2020 Annual Report on Form 10-K 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 ~~our~~the fiscal year ended December 28, 2019. The risks discussed in our Annual Report on Form 10-K could materially affect our business, financial condition and future results. The risks described in our Annual Report on Form 10-K are not26, 2020, except for the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition or operating results.risk factor noted below.

~~The widespread outbreak~~Supply shortages could impair the quality, reduce the availability or increase the cost of ~~an illness~~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 ~~any other communicable disease, or any other public health crisis, including~~components. Currently, the ~~COVID-19 pandemic,~~semiconductor industry is experiencing a shortage of semiconductor components. If this shortage were to affect our supply of raw materials, our ability to manufacture and distribute our products could be adversely affect, which in turn would adversely affect our ~~business,~~ results of operations ~~and~~or financial condition.In March 2020, the World Health Organization declared COVID-19 a pandemic. The COVID-19 pandemic has negatively impacted the global and national economy, disrupted global supply chains, and created significant volatility in and disruption of financial markets. The extent of the impact of the COVID-19 pandemic on our operational and financial performance, including the ability to execute business strategies and initiatives in the expected time frame, will depend on future developments, including the duration and spread of the pandemic and related restrictions on travel and transportation, all of which are uncertain and cannot be predicted at this time. An extended period of global supply chain and economic disruption could materially affect our business, results of operations, financial condition, and access to sources of liquidity. In this regard, the CARES Act established a Paycheck Protection Program, whereby certain small businesses are eligible for a loan to fund payroll expenses, rent, and related costs. The loan may be forgiven if the funds are used for payroll and other qualified expenses. As previously disclosed, we received $2.2 million in proceeds from a loan under the PPP, which we subsequently repaid. Governmental programs such as the PPP are complex and our participation may lead to additional litigation and governmental, regulatory and third-party scrutiny, negative publicity and damage to our reputation.

~~We depend on raw materials and certain production employee staffing levels in order to maintain production~~ During the first six months of 2020 our US production facilities did not experience significant issues with obtaining raw materials as a result of the coronavirus pandemic. However, for certain raw materials, including raw materials we source from Asia, we do not have significant amounts of inventory and we are receiving weekly shipments which are necessary to keep our production lines going. Our Forth Dimension Display (FDD) production facility in Scotland did experience a disruption in their supply chain in the month of March 2020 which negatively impacted their revenues, operating results and cash flow. Our United States production facilities were open during the first fiscal quarter of 2020 but our production staffing levels were below normal as some employees decided to stay home and we expect this to continue and are unable to determine when we will return to normal staffing levels. Our FDD facility was closed during April 2020 but has recently reopened. Our FDD facility produces displays for 3D metrology equipment makers and certain US military programs. FDD sells its US military displays to our subsidiary, NVIS Inc. for incorporation into military systems. As a result of the disruption at FDD display shipments to its customers, including NVIS, were behind as of March 28, 2020 but we were able to return to schedule in the quarter ended June 27, 2020. A disruption in supply of raw materials or a decrease in production employee attendance could result in lower revenues, an increase in our operating losses and a negative impact on our cash flow.

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

We did not sell any securities during the six months ended June ~~27, 2020~~26, 2021 that were not registered under the Securities Act.

Item 6. Exhibits

Exhibit No.		Description
31.1		Certification of John C.C. Fan, 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 John C.C. Fan, 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		XBRL Instance Document*
101.SCH		XBRL Taxonomy Extension Schema Document*
101.CAL		XBRL Taxonomy Calculation Linkbase Document*
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB		XBRL Taxonomy Label Linkbase Document*
101.PRE		XBRL Taxonomy Presentation Linkbase Document*
~~104~~		~~The cover page from the Company’s Quarterly Report on Form 10-Q for the period ended June 27, 2020, formatted in inline XBRL and contained in Exhibit 101~~

*	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 June ~~27, 2020~~26, 2021 (Unaudited) and December ~~28, 2019,~~26, 2020, (ii) Condensed Consolidated Statements of Operations (Unaudited) for the three and six months ended June ~~27, 2020~~26, 2021 and June ~~29, 2019,~~27, 2020, (iii) Condensed Consolidated Statement of Comprehensive (Loss) Income (Unaudited) for the three and six months ended June ~~27, 2020~~26, 2021 and June ~~29, 2019,~~27, 2020, (iv) Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) for the three and six months ended June ~~27, 2020~~26, 2021 and June ~~29, 2019,~~27, 2020, (v) Condensed Consolidated Statements of Cash Flows (Unaudited) for the six months ended June ~~27, 2020~~26, 2021 and June ~~29, 2019,~~27, 2020, 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:	August ~~6, 2020~~5, 2021	By:	/S/ John C.C. Fan
			John C.C. Fan
			President, Chief Executive Officer and Chairman of the Board of Directors
			(Principal Executive Officer)

Date:	August ~~6, 2020~~5, 2021	By:	/S/ RICHARD A. SNEIDER
			Richard A. Sneider
			Treasurer and Chief Financial Officer
			(Principal Financial and Accounting Officer)

	Common Stock Shares		Common Stock Amount		Additional Paid-in Capital		Treasury Stock		Accumulated Other Comprehensive Income		Accumulated Deficit		Total Kopin Corporation Stockholders’ Equity		Noncontrolling Interest		Total Stockholders’ Equity
Balance, December 28, 2019		87,049,672	$	870,496	$	344,456,537	$	(17,238,669)	$	1,757,184	$	(301,236,913)	$	28,608,635	$	(17,023)	$	28,591,612
Stock-based compensation expense		-		-		158,465		-		-		-		158,465		-		158,465
Vesting of restricted stock
Vesting of restricted stock, shares
Repurchases of restricted stock to satisfy tax withholding obligations
Repurchases of restricted stock to satisfy tax withholding obligations, shares
Other comprehensive Income		-		-		-		-		(98,632)		-		(98,632)		-		(98,632)
Sale of Registered stock
Sale of registered stock, shares
Net loss		-		-		-		-		-		(3,595,519)		(3,595,519)		(61,472)		(3,656,991)
Balance, March 28, 2020		87,049,672		870,496		344,615,002		(17,238,669)		1,658,552		(304,832,432)		25,072,949		(78,495)		24,994,454
Balance, March 29, 2020		87,049,672		870,496		344,615,002		(17,238,669)		1,658,552		(304,832,432)		25,072,949		(78,495)		24,994,454
Stock-based compensation expense		-		-		161,677		-		-		-		161,677		-		161,677
Vesting of restricted stock		60,000		600		(600)								-
Repurchases of restricted stock to satisfy tax withholding obligations
Repurchases of restricted stock to satisfy tax withholding obligations, shares
Other comprehensive Income		-		-		-		-		46,968		-		46,968		-		46,968
Sale of Registered stock
Sale of registered stock, shares
Net loss		-		-		-		-		-		(1,121,541)		(1,121,541)		(21,642)		(1,143,183)
Balance, June 27, 2020		87,109,672	$	871,096	$	344,776,079	$	(17,238,669)	$	1,705,520	$	(305,953,973)	$	24,160,053	$	(100,137)	$	24,059,916

		Common Stock Shares		Common Stock Amount		Additional Paid-in Capital		Treasury Stock		Accumulated Other Comprehensive Income		Accumulated Deficit		Total Kopin Corporation Stockholders’ Equity		Noncontrolling Interest		Total Stockholders’ Equity
Balance, December 29, 2018		78,522,066	$	785,220	$	334,491,397	$	(17,238,669)	$	1,554,587	$	(271,730,661)	$	47,861,874	$	(149,053)	$	47,712,821
Stock-based compensation expense		-		-		815,842		-		-		-		815,842		-		815,842
Vesting of restricted stock		10,000		100		(100)		-		-		-		-		-		-
Repurchases of restricted stock to satisfy tax withholding obligations		(4,294)		(43)		(7,085)		-		-		-		(7,128)		-		(7,128)
Other comprehensive loss		-		-		-		-		97,317		-		97,317		-		97,317
Sale of registered stock		7,272,727		72,727		7,237,273		-		-		-		7,310,000		-		7,310,000
Net (loss) income		-		-		-		-		-		(11,330,927)		(11,330,927)		11,017		(11,319,910)
Balance, March 30, 2019		85,800,499		858,004		342,537,327		(17,238,669)		1,651,904		(283,061,588)		44,746,978		(138,036)		44,608,942
Balance, March 31, 2019		85,800,499		858,004		342,537,327		(17,238,669)		1,651,904		(283,061,588)		44,746,978		(138,036)		44,608,942
Stock-based compensation expense		-		-		538,474		-		-		-		538,474		-		538,474
Vesting of restricted stock		60,000		600		(600)		-		-		-		-		-		-
Repurchases of restricted stock to satisfy tax withholding obligations
Repurchases of restricted stock to satisfy tax withholding obligations, shares
Other comprehensive loss		-		-		-		-		220,468		-		220,468		-		220,468
Sale of registered stock		706,454		7,065		721,466		-		-		-		728,531		-		728,531
Net (loss) income		-		-		-		-		-		(4,260,391)		(4,260,391)		23,367		(4,237,024)
Balance, June 29, 2019		86,566,953	$	865,669	$	343,796,667	$	(17,238,669)	$	1,872,372	$	(287,321,979)	$	41,974,060	$	(114,669)	$	41,859,391

	Less than One year		One to Five years		Total
U.S. government and agency backed securities	$	-		1,033,340		1,033,340
Corporate debt		1,552,336		3,900,020		5,452,356
Total	$	1,552,336		4,933,360		6,485,696

		December 28, 2019				Net unrealized losses				Purchases, issuances and settlements				Transfers in and or out of Level 3				June 27, 2020
Equity Investments		$	4,150,448			$	(227,550)			$	-			$	-			$	3,922,898

	For the three months ended		For the three months ended		For the three months ended
	June 27, 2020		June 27, 2020		June 27, 2020
Performance price target	$	5.25	$	6.00	$	7.00
Expected volatility		48.3%		48.3%		48.3%
Interest rate		1.97%		1.97%		1.97%
Expected Life (years)		3		3		3
Dividend yield		—%		—%		—%

	Three months ended		Three months ended		Six months ended		Six months ended
(In thousands)	June 27, 2020		June 29, 2019		June 27, 2020		June 29, 2019
Military	$	4,490	$	1,797	$	8,003	$	3,238
Industrial		1,396		2,135		3,579		4,638
Consumer		232		503		453		1,149
R&D		1,772		455		3,733		1,199
License, royalties and other		925		4,220		925		4,429
Total Revenues	$	8,815	$	9,110	$	16,693	$	14,653