As filed with the Securities and Exchange Commission on November 25, 2025. Registration No. 333-291345 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Kopin Corporation (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Delaware 3674 04-2833935 (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Num ...

As filed with the Securities and Exchange Commission on November 6, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Kopin Corporation (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Delaware 3674 04-2833935 (I.R.S. Employer Identification Number) 125 North Drive Westborough, Ma. 01581 (508) 870- ...

Core Insights - Theon International Plc has announced a €10 million investment for developing new platform-based products, resulting in an initial order for a stabilized multi-sensor platform optronics system from a European Defense Prime [2][3] - The order was received earlier than expected, with initial orders anticipated towards the end of 2026, showcasing the effectiveness of Theon's R&D investments and collaboration with Shock EOS Systems Ltd [3][4] - Theon is acquiring a 30% stake in ShockEOS to further accelerate its entry into the stabilized multi-sensor platform segment, with an option to increase to a majority stake within 24 months [4] Company Developments - Theon has expanded its R&D team over the past 18 months and collaborated closely with ShockEOS, which has over 15 years of experience in electro-optic engineering [3][4] - The initial order is seen as a significant milestone in Theon's strategic initiative to broaden its product portfolio and increase its total addressable market, particularly in the platform optronics segment [5] - Theon has a global presence with over 220,000 systems in service across 71 countries, including 26 NATO countries, and has been listed on Euronext Amsterdam since February 2024 [7]

Core Insights - Theon International Plc has increased its FY 2025 revenue guidance to €435-445 million, up from the initial range of €410-430 million, and has set a revenue target for FY 2026 of €570-590 million, aiming for at least 20% organic growth and approximately 30% total growth including the acquisition of Kappa Optronics [3][4][12] Financial Summary - Order intake for the first nine months of 2025 reached €232.7 million, a 92.3% increase compared to €121.0 million in the same period of 2024 [4][5] - Revenue for 9m 2025 was €279.3 million, reflecting a 25.5% increase from €222.6 million in 9m 2024, marking the strongest performance in the company's history [4][5] - Adjusted EBIT rose to €69.4 million, a 32.8% increase year-over-year, resulting in an adjusted EBIT margin of 24.8%, which is higher than the previous year but shows a deceleration compared to H1 2025 [4][5] - Earnings per share increased by 25% to €0.70 in 9m 2025 compared to €0.56 in 9m 2024 [4][5] - Capital expenditures (Capex) for 9m 2025 were €12.5 million, an 8.8% increase from €11.5 million in 9m 2024 [4][5] Operational Highlights - The soft backlog stood at €591.7 million as of September 2025, slightly down from €622.2 million in June 2025, but the company anticipates an acceleration in order intake by year-end [4][5] - The company has made significant investments and acquisitions, including the acquisition of Kappa Optronics for €75 million and a strategic investment in Baltic Photonics [11][12] - A new €300 million senior facility agreement was signed in October 2025 to refinance existing short-term debt and enhance financial flexibility [11] Guidance and Targets - The company has set a mid-term target of achieving an adjusted EBIT margin in the mid-twenties and aims for organic growth exceeding 15% [12] - The dividend policy is to distribute 35% of net income for FY 2025, with a target of 20-30% for future years [12]

Core Points - Theon International Plc has entered into a definitive agreement to acquire a 9.8% stake in Exosens SA for €268.7 million, equating to €54.0 per share [2][3] - Upon completion of the transaction, Theon will become the second largest shareholder in Exosens, following Groupe HLD [3] - The transaction is subject to regulatory notifications and is expected to close in early Q1 2026 [3] Financial Arrangements - UBS Europe SE and Citibank Europe PLC will provide a bridge facility for the transaction, which will be refinanced through a mix of debt and newly issued equity [4] - UBS Europe SE served as the sole financial advisor to Theon, while Clifford Chance provided legal advice [4] Company Background - Theon Group specializes in developing and manufacturing advanced night vision and thermal imaging systems for defense and security applications [6] - Theon Group has a global presence with subsidiaries and production facilities in multiple countries, including Greece, Cyprus, Germany, and the United States [6] - Theon International PLC has been listed on Euronext Amsterdam since February 2024 [6]

Core Insights - Theon International Plc launched the NYX-BiNOD, a state-of-the-art night vision binocular, at the DSEI London 2025 Exhibition, designed to meet U.S. Army specifications and ready for production [5][10] Product Overview - The NYX-BiNOD is tailored for the U.S. market, adhering to specific requirements set by the U.S. Army, differentiating it from other global users [6] - It is an evolution of the successful NYX family of night vision systems, leveraging existing technology used by the U.S. Marine Corps and NATO allies, ensuring immediate production readiness [7] - Key features include compliance with U.S. Army specifications, combat-proven lineage, enhanced situational awareness, high-performance optics, rugged and lightweight design, and ergonomic modularity [9] Market Position - Theon holds over 50% of the global binocular/goggle market share, emphasizing its strong position in the industry [8] - The NYX-BiNOD is positioned as a reliable, high-performance night vision solution for U.S. Government, Federal, and Law Enforcement customers [10] Additional Offerings - During DSEI 2025, Theon showcased a comprehensive portfolio of man-portable equipment, including various night vision monoculars, modular binoculars, clip-on sights, thermal sights, and the TALOS family of observation systems [11] - Theon also introduced its Augmented Reality Modular Ecosystem of Devices (A.R.M.E.D.), aimed at enhancing tactical situational awareness and operational effectiveness for modern warfighters [12] Company Background - Theon Group has been operational since 1997, with a global presence and over 220,000 systems in service across 71 countries, including 26 NATO countries [13]

Core Insights - Theon International Plc reported a record-breaking revenue of €183.7 million for H1 2025, marking the strongest first half in the company's 28-year history [4][7] - The company achieved a significant order intake of €167.9 million, which is 118.1% higher than H1 2024, indicating robust demand for its products [4][7] - The launch of "THEON Next" Vision & Strategy aims to position the company as a leader in next-generation optronics and modern warfare solutions [7] Financial Performance - Revenue for H1 2025 was €183.7 million, up 20.6% from €152.4 million in H1 2024 [4][7] - Adjusted EBIT increased by 24.4% to €47.4 million, with an adjusted EBIT margin of 25.8%, reflecting industry-leading performance [4][7] - Earnings per share rose by 17.1% to €0.48 compared to €0.41 in H1 2024 [4][7] Operational Highlights - The soft backlog at the end of H1 2025 was €622.2 million, a 45% increase from H1 2024, with an additional €378.2 million in contractual options [7] - The company is transitioning to a broader product portfolio through the A.R.M.E.D. ecosystem and is expanding into platform-based optronics products [7] - Theon has secured several contracts for market-leading night vision products and is in advanced stages of multiple tender processes [7] Strategic Developments - The acquisition of Kappa Optronics and the signing of pioneering agreements are key milestones in Theon's growth strategy [4][7] - The company is focused on building a platform for next-generation soldier systems through targeted investments and collaborations [7] - Theon operates globally with a presence in multiple countries and has over 220,000 systems in service with armed forces in 71 countries [10]

Group 1 - Theon International Plc (THEON) will initiate a buyback of up to 1,400,000 ordinary shares until June 5, 2026, to fulfill obligations under a planned long-term employee incentive plan [2][3] - The buyback program was approved by shareholders at the General Meeting held on June 5, 2025 [2] - Venetus Limited, the majority shareholder, received an exemption from launching a mandatory takeover bid due to the passive increase of its voting rights resulting from the buyback [3] Group 2 - The company plans to implement the buyback program under the 'safe harbour' exemption in accordance with Article 5 of the Market Abuse Regulation [4] - Ongoing share repurchase information will be available on the company's website [4] - Theon Group develops and manufactures advanced night vision and thermal imaging systems for defense and security applications, with a global presence [5]

Group 1 - Theon International Plc is set to hold its Capital Markets Day on November 6, 2025, in Athens, Greece, to present its future growth strategy, "THEON Next" Vision & Strategy [2][3] - The company aims to become a trusted market leader in next-generation optronics and a global player in modern warfare [2][4] - Theon has established itself as a global leader in Night Vision, supplying products to over 70 countries and expanding its product portfolio through innovation [4][7] Group 2 - The recently developed A.R.M.E.D. ecosystem positions Theon at the forefront of technological innovation in man-portable defense electro-optics [4] - The company's growth strategy includes expanding into platform-based optronics products, which are expected to drive revenue diversification [4][5] - Theon is building a platform for next-generation soldier systems through acquisitions, collaborations, and the development of Digital and Augmented Reality solutions [5]

Core Insights - Theon International Plc is launching the THEON NEXT initiative, focusing on strategic investments and partnerships to develop next-generation soldier systems through targeted collaborations and co-development efforts [1][2] Investment and Partnerships - THEON is making four significant investments and partnerships in the US and Europe, reinforcing its commitment to innovation and transatlantic cooperation in defense technologies [2][3] - A total investment of $15 million in Kopin Corporation includes a $7 million interest-bearing loan and an $8 million capital increase for a 49% stake in Kopin's Scottish subsidiary, aimed at co-developing AR-enabled systems [3][4] - A two-year renewable supply agreement has been signed with eMagin for OLED micro-displays, which are critical for THEON's products [7] - A strategic partnership with ALEREON will integrate Ultra-Wide-Band technology into THEON's A.R.M.E.D. product line, enhancing secure communication capabilities [8] - THEON is investing €5 million in Varjo Technologies Oy, a Finnish company specializing in VR and MR technologies, to support the development of high-tech products for defense applications [9] Technological Focus - The initiative emphasizes three critical technologies: Augmented and Virtual Reality software, micro-displays, and near-range wireless connectivity, which are essential for next-generation soldier systems [5] - THEON's A.R.M.E.D. product line is positioned to leverage these technologies, enhancing operational effectiveness in modern warfare [10] Strategic Goals - Theon aims to maintain its leadership in man-portable electro-optics while fostering US-European industrial cooperation [2][10] - The company plans to expand its operations into Germany and Belgium, establishing a thermal/digital hub in the EU [10] Leadership Statements - The CEO of THEON highlighted the importance of these partnerships in advancing the development of soldier-borne systems and enhancing operational capabilities [10] - The CFO noted that these strategic agreements represent a financially efficient investment approach, with a total investment of €25 million expected to yield quick returns [10]