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Crown Electrokinetics Corp. Form 8-K: Current report

Crown Electrokinetics Corp. Form 8-K: Current report

Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.

  • 2026-01-16: Form 8-K; Period of report 2026-01-12; Description 4.01 Changes in Registrant's Certifying Accountant; Details 4.01.
  • 2026-01-08: Form 8-K; Period of report 2026-01-02; Description 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; Details 1.01.
  • 2025-10-22: Form 8-K; Period of report 2025-10-16; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
  • 2025-09-17: Form 8-K; Period of report 2025-09-14; Description 4.01 Changes in Registrant's Certifying Accountant; Details 4.01.
FiledFormPeriod of reportDescriptionDetailsDocument
2026-01-168-K2026-01-124.01 Changes in Registrant's Certifying Accountant4.01 On January 12, 2026, Crown Electrokinetics Corp. (the “Company”) amicably terminated the engagement of Frank, Rimerman + Co. LLP (“Frank, Rimerman”), the Company’s independent registered public accounting firm.ea0272946-8k_crown.htm
2026-01-088-K2026-01-021.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets1.01 Entry into a Material Definitive Agreement.
2.01 The information set forth in Item 1.01 above is incorporated by reference in this Item 2.01.
ea0272164-8k_crown.htm
2025-10-228-K2025-10-165.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On October 16, 2025, Joel Krutz provided the Board of Directors (the “Board”) of Crown Electrokinetics Corp., a Delaware corporation (the “Company”), with his formal resignation from the Board, effective October 16, 2025.ea0262120-8k_crown.htm
2025-09-178-K2025-09-144.01 Changes in Registrant's Certifying Accountant4.01 On September 14, 2025, following a competitive review process conducted by the Audit Committee (the “Audit Committee”) of the board of directors of Crown Electrokinetics Corp., a Delaware Corporation (the “Company”), the Audit Committee approved the engagement of Frank, Rimerman + Co. LLP (“Frank Rimerman”) as the Company’s independent registered public accounting firm for the audit of the Company’s financial statements for the fiscal year ending December 31, 2025, and for the review of the interim financial information for the quarters ending June 30, 2025 and September 30, 2025.ea0257744-8k_crown.htm
2025-08-268-K2025-08-255.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure5.02 On August, 25, 2025, the Board of Directors (the “Board”) of Crown Electrokinetics Corp. (the “Company”) appointed Chris Robichaud to fill one of the vacancies on the Board.
7.01 On August 26, 2025, the Company issued a press release announcing the appointment of Mr. Robichaud.
ea0254547-8k_crown.htm
2025-08-048-K2025-08-014.01 Changes in Registrant's Certifying Accountant4.01 On August 1, 2025, Crown Electrokinetics Corp., a Delaware Corporation (the “Company”), and the Company’s board of directors (the “Board”) were notified by BPM LLP (“BPM”), the Company’s independent registered public accounting firm, of its decision to resign as the independent registered public accounting firm of the Company, effective immediately.ea0251457-8k_crown.htm
2025-07-188-K2025-07-161.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers1.01 Entry into a Material Definitive Agreement.
1.02 As previously disclosed in the Current Report on Form 8-K filed by Crown Electrokinetics Corp., a Delaware corporation (the “Company”), on June 9, 2025, on June 6, 2025, the Company, Crown EK Acquisition LLC, a Delaware limited liability company (“Parent”), and Crown EK Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary of Parent, entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Parent agreed to acquire the Company on the terms and subject to the conditions therein, including commencement of a cash tender offer to purchase all of the outstanding shares of common stock of the Company, par value $0.0001 per share, at a price of $3.15 per share, or as otherwise adjusted pursuant to the Merger Agreement, net to the seller in cash, without interest, subject to the conditions set forth in the Merger Agreement (the “Merger”).
5.02 On July 17, 2025, Dr. DJ Nag and Scott Hobbs each provided the Board of Directors (the “Board”) of the Company with their formal resignations from the Board and all committees thereof, effective immediately.
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2025-07-078-K2025-07-021.01 Entry into a Material Definitive Agreement1.01 Entry into a Material Definitive Agreement.ea0248231-8k_crown.htm
2025-06-278-K2025-06-275.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On June 27, 2025, Daniel Marcus provided the Board of Directors (the “Board”) of Crown Electrokinetics Corp., a Delaware corporation (the “Company”), with his formal resignation from the Board and all committees thereof, effective July 1, 2025.ea0247407-8k_crown.htm
2025-06-098-K2025-06-061.01 Entry into a Material Definitive Agreement; 8.01 Other Events1.01 Entry into a Material Definitive Agreement.
8.01 On June 9, 2025, the Company and Parent issued a joint press release announcing the entry into the Merger Agreement.
ea0245068-8k_crown.htm
2025-05-208-K2025-05-165.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year5.03 On May 16, 2025, Crown Electrokinetics Corp. (the “Company”) filed a Certificate of Designations, Preferences and Rights to create a new series of preferred stock designated as Series G Preferred Stock (“Series G Preferred Stock”), with the Secretary of State of the State of Delaware (the “Certificate of Designations”).crkn-20250516.htm
2025-04-118-K2025-04-081.02 Termination of a Material Definitive Agreement1.02 As previously reported, on August 31, 2024, Crown Electrokinetics Corp. (the “Company”) entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) with Liqueous, LP (“Liqueous”), whereby the Company had the right, but not the obligation, to sell to Liqueous, and Liqueous was obligated to purchase, up to an aggregate of $100 million of newly issued shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”).ea023807001-8k_crownelectro.htm
2025-03-268-K2025-03-258.01 Other Events8.01 On March 25, 2025, Crown Electrokinetics Corp. (the “Company”) received a letter of resignation from Andrew “Andy” Mayer, President of Construction, effective Tuesday, March 25, 2025.ea0235700-8k_crown.htm
2025-03-048-K2025-03-033.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 7.01 Regulation FD Disclosure3.01 As previously reported, on December 19, 2024, Crown Electrokinetics Corp. (the “Company”) received a letter from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, for the thirty (30) consecutive business days prior to the letter, the bid price for the Company’s common stock had closed below the minimum $1.00 per share requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”).
7.01 On March 4, 2025, the Company issued a press release regarding receipt of Panel letter and suspension of trading on Nasdaq.
ea023311101-8k_crown.htm
2025-01-288-K2025-01-285.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure5.03 On January 28, 2025, Crown Electrokinetics Corp. (the “Company”) filed a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of its issued common stock, par value $0.0001 per share (“Common Stock”), in the ratio of 1-for-150 (the “Reverse Stock Split”) to be effective at 11:59 p.m. eastern on January 29, 2025.
7.01 On January 28, 2025, the Company issued a press release announcing the Reverse Stock Split.
ea0227848-8k_crown.htm
2025-01-148-K2025-01-145.07 Submission of Matters to a Vote of Security Holders; 7.01 Regulation FD Disclosure5.07 A special meeting (the “Special Meeting”) of the stockholders of Crown Electrokinetics Corp. (the “Company”) was held on January 14, 2025.
7.01 On January 14, 2025, the Company issued a press release announcing the results from the Special Meeting.
ea0227698-8k_crown.htm
2024-12-238-K2024-12-193.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing3.01 On December 19, 2024, Crown Electrokinetics Corp. (the “Company”) received a letter from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, for the thirty (30) consecutive business days prior to the letter, the bid price for the Company’s common stock had closed below the minimum $1.00 per share requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”).ea0225650-8k_crown.htm
2024-10-158-K2024-08-311.01 Entry into a Material Definitive Agreement1.01 On August 31, 2024, Crown Electrokinetics Corp. (the “Company”) entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) with Liqueous, LP (“Liqueous”), whereby the Company has the right, but not the obligation, to sell to Liqueous, and Liqueous is obligated to purchase, up to an aggregate of $100 million of newly issued shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (“Common Stock”).crkn-20240831.htm
2024-09-138-K2024-09-128.01 Other Events8.01 Crown Electrokinetics Corp.’s (the “Company”) Annual Report on Form 10-K for the year ended December 31, 2023, filed by the Company with the Securities and Exchange Commission on April 1, 2024 (the “Form 10-K”), inadvertently omitted Exhibit 23.1, the consent of Marcum LLP (the “Form 10-K Consent”).crkn-20240912.htm
2024-08-218-K/A2024-08-134.01 Changes in Registrant's Certifying Accountant4.01 On August 13, 2024, the Company, approved the dismissal of Marcum as the Company’s independent registered public accounting firm.crkn-20240813.htm
2024-08-198-K2024-08-134.01 Changes in Registrant's Certifying Accountant4.01 On August 13, 2024, Crown Electrokinetics Corp., a Delaware corporation (the “Company”), approved the dismissal of Marcum LLP (“Marcum”) as the Company’s independent registered public accounting firm.crkn-20240813.htm
2024-07-268-K2024-07-267.01 Regulation FD Disclosure7.01 As previously disclosed, on May 7, 2024, Crown Electrokinetics Corp. (the “Company”) attended a hearing before the Nasdaq Hearings Panel (the “Panel”) to present its plan and request an extension to evidence compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a).crkn-20240726.htm
2024-07-028-K2024-06-285.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure5.02 Crown Electrokinetics Corp. (the “Company”) hired Robert Vandal, age 59, as its Chief Technology Officer, starting July 8, 2024.
7.01 On July 2, 2024, the Company issued a press release announcing the appointment of Mr. Koch and Mr. Vandal.
crkn-20240628.htm
2024-06-218-K2024-06-185.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events5.03 On June 18, 2024, Crown Electrokinetics Corp. (the “Company”) filed a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of its issued common stock, par value $0.0001 per share (“Common Stock”), in the ratio of 1-for-150 (the “Reverse Stock Split”) to be effective at 11:59 p.m. eastern on June 24, 2024.
8.01 On June 21, 2024, the Company issued a press release announcing the Reverse Stock Split.
crkn-20240618.htm
2024-06-148-K2024-06-145.07 Submission of Matters to a Vote of Security Holders5.07 An annual meeting (the “Annual Meeting”) of the stockholders of Crown Electrokinetics Corp. (the “Company”) was held on June 14, 2024.crkn-20240614.htm
2024-06-118-K2024-06-119.01 Financial Statements and Exhibitscrkn-20240611.htm
2024-05-288-K2024-05-275.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year5.03 On May 27, 2024, the Board of Directors of Crown Electrokinetics Corp. (the “Company”) approved an amendment of the Company’s Bylaws to reduce the quorum needed for stockholder meetings to one-third (33.33%) of the voting power of the shares issued and outstanding and entitled to vote at a meeting of stockholders.crkn-20240527.htm
2024-05-228-K2024-05-165.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year5.03 On May 16, 2024, Crown Electrokinetics Corp. (the “Company”) executed a Second Amended and Restated Certificate of Designations, Preferences and Rights of its Series A Preferred Stock (as amended and restated, the “Series A COD”) following approval of the Company’s Board of Directors and the requisite number of holders of the Series A Preferred Stock.crkn-20240516.htm
2024-05-108-K2024-05-105.08 Shareholder Director Nominations; 8.01 Other Events5.08 To the extent applicable, the information in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.08.
8.01 On April 16, 2024, the board of directors (the “Board”) of Crown Electrokinetics Corp. (the “Company”) established June 14, 2024 as the date of the Company’s 2024 annual meeting of stockholders (the “2024 Annual Meeting”) and set May 14, 2024 as the record date for determining stockholders who are eligible to receive notice of and vote at the 2024 Annual Meeting.
crkn-20240510.htm
2024-04-298-K2024-04-245.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure5.02 On April 24, 2024, Crown Electrokinetics Corp. (the “Company”) hired Sheldon Davis, age 52, as its President of the Electrokinetic Film division.
7.01 On April 29, 2024, the Company issued a press release announcing the appointment of Mr. Davis.
crkn-20240424.htm
2024-03-088-K2024-03-043.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing3.01 As previously disclosed, on October 19, 2023, Crown Electrokinetics Corp. (the “Company”) received a letter from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, for the thirty (30) consecutive business days prior to the letter, the bid price for the Company’s common stock had closed below the minimum $1.00 per share requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”).ea0201225-8k_crowelect.htm
2023-10-238-K2023-10-193.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing3.01 On October 19, 2023, Crown Electrokinetics Corp. (the “Company”) received a letter (the “Nasdaq Staff Deficiency Letter”) from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, for the last thirty (30) consecutive business days, the bid price for the Company’s common stock had closed below the minimum $1.00 per share requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”).ea187092-8k_crownelec.htm
2023-09-058-K2023-09-017.01 Regulation FD Disclosure7.01 As previously disclosed, Crown Electrokinetics Corp. (the “Company”) had a hearing on April 20, 2023 by the Nasdaq Hearings Panel (the “Panel”) of The Nasdaq Stock Market LLC (“Nasdaq”) to appeal delisting determinations made by the Listing Qualifications Department (the “Staff”) of Nasdaq on March 1, 2023 for failure to comply with the bid price requirement of Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”) and on April 4, 2023 for failure to comply with the minimum stockholders equity required for continued listing on Nasdaq, or any of the alternative requirements to Nasdaq Listing Rule 5550(b) (the “Equity Rule”).ea184654-8k_crownelec.htm
2023-08-308-K2023-08-243.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing3.01 On August 24, 2023, Crown Electrokinetics Corp. (the “Company”) received notice (the “Audit Committee Notice”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company did not comply with Nasdaq’s audit committee composition requirement under Nasdaq Listing Rule 5605(c)(2) (the “Audit Committee Rule”) following the departure of directors in December 2022.ea184278-8k_crownelec.htm
2023-08-238-K2023-08-225.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure5.02 On August 22, 2023, the Board of Directors (the “Board”) of Crown Electrokinetics Corp. (the “Company”) increased the size of the Board from three members to five members.
7.01 On August 23, 2023, the Company issued a press release announcing the appointment of Messrs.
ea184112-8k_crownelec.htm
2023-08-148-K2023-08-115.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events5.03 On August 11, 2023, Crown Electrokinetics Corp. (the “Company”) filed a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of its issued common stock, par value $0.0001 per share (“Common Stock”), in the ratio of 1-for-60 (the “Reverse Stock Split”) to be effective at 11:59 p.m. eastern on August 14, 2023.
5.07 An annual meeting (the “Annual Meeting”) of the stockholders of the Company was held on August 11, 2023.
8.01 On August 14, 2023, the Company issued a press release announcing the Reverse Stock Split.
ea183353-8k_crownelec.htm
2023-08-078-K2023-08-021.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities1.01 As previously disclosed, on January 3, 2023, Crown Electrokinetics Corp. (the “Company”) entered into a Securities Purchase Agreement (the “January Purchase Agreement”) with certain accredited investors as purchasers (the “January Investors”).
3.02 The information set forth in “Item 1.01 Entry into a Material Definitive Agreement” relating to the issuance of Common Stock is incorporated by reference herein in its entirety.
ea182979-8k_crown.htm
2023-07-248-K2023-07-201.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities1.01 On July 20, 2023, Crown Electrokinetics Corp. (the “Company”) entered into a Common Stock Purchase Agreement (the “ELOC Purchase Agreement”) with a purchaser (the “ELOC Purchaser”), whereby the Company has the right, but not the obligation, to sell to the ELOC Purchaser, and the ELOC Purchaser is obligated to purchase, up to an aggregate of $50 million of newly issued shares (the “ELOC Shares”) of the Company’s common stock, par value $0.0001 per share (“Common Stock”).
3.02 The information set forth in “Item 1.01 Entry into a Material Definitive Agreement” relating to the issuance of Common Stock is incorporated by reference herein in its entirety.
ea182132-8k_crownelectro.htm
2023-07-148-K2023-07-101.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities1.01 As previously disclosed, on January 3, 2023, Crown Electrokinetics Corp. (the “Company”) entered into a Securities Purchase Agreement (the “January Purchase Agreement”) with certain accredited investors as purchasers (the “January Investors”).
2.03 The information set forth in “Item 1.01 Entry into a Material Definitive Agreement” relating to the New Note is incorporated by reference herein.
3.02 The information set forth in “Item 1.01 Entry into a Material Definitive Agreement” relating to the issuance of Common Stock is incorporated by reference herein in its entirety.
ea181771-8k_crownelectro.htm
2023-06-308-K2023-06-301.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities1.01 As previously disclosed, on February 2, 2023, Crown Electrokinetics Corp. (the “Company”) entered into a Line of Credit Agreement (the “Line of Credit”) with a lender (the “LOC Lender”), pursuant to which the LOC Lender extended to the Company a secured line of credit in an amount not to exceed $100,000,000, to be used to fund expenses related to the fulfillment of contracts with customers of Crown Fiber Optics, the Company’s wholly-owned subsidiary.
3.02 The information set forth in “Item 1.01 Entry into a Material Definitive Agreement” relating to the issuance of Common Stock and the Series E Preferred Stock is incorporated by reference herein in its entirety.
ea181257-8k_crownelectro.htm
2023-06-158-K2023-06-091.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year1.01 On June 13, 2023, Crown Electrokinetics Corp. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain accredited investors (the “Purchasers”), pursuant to which, at the closing of the transactions contemplated by the Purchase Agreement (the “Closing”) the Purchasers agreed to purchase an aggregate of 3,583 shares of the Company’s newly created Series F-1 Convertible Preferred Stock (“Series F-1 Preferred Stock”) for an aggregate purchase price of approximately $2,327,760.
3.02 The information set forth in “Item 1.01 Entry into a Material Definitive Agreement” relating to the issuance of the Series F-1 Preferred Stock and Warrants pursuant to the Purchase Agreement and the Series F-2 Preferred Stock and F-2 Warrants pursuant to the F-2 Purchase Agreement is incorporated by reference herein in its entirety.
5.03 In addition, on June 9, 2023, the Company filed a Certificate of Amendment (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to amend its Articles of Incorporation, as amended, to increase the number of authorized shares of common stock, par value $0.0001 per share, to 800,000,000 shares.
ea180330-8k_crownelect.htm
2023-06-068-K2023-06-041.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure1.01 As previously disclosed, on October 19, 2022, Crown Electrokinetics Corp. (the “Company”) entered into a Securities Purchase Agreement (the “October Purchase Agreement”) with certain accredited investors as purchasers (the “October Investors”).
3.02 The information set forth in “Item 1.01 Entry into a Material Definitive Agreement” relating to the issuance of the Exchange Warrants and the issuance of Series F Preferred Stock pursuant to the Exchange Agreement is incorporated by reference herein in its entirety.
5.03 On June 5, 2023, the Company filed a Certificate of Designation for its Series F Preferred Stock with the Secretary of State of Delaware (the “Certificate of Designation”).
7.01 On June 6, 2023, the Company issued a press release annoucning the Exchange Agreements.
ea179751-8k_crownelect.htm
2023-06-068-K2023-05-301.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities1.01 As previously disclosed, on January 3, 2023, Crown Electrokinetics Corp. (the “Company”) entered into a Securities Purchase Agreement (the “January Purchase Agreement”) with certain accredited investors as purchasers (the “January Investors”).
3.02 The information set forth in “Item 1.01 Entry into a Material Definitive Agreement” relating to the issuance of common stock and the issuance of Series E Preferred Stock is incorporated by reference herein in its entirety.
ea179764-8k_crownelect.htm
2023-05-308-K2023-05-231.01 Entry into a Material Definitive Agreement1.01 As previously disclosed, on January 3, 2023, Crown Electrokinetics Corp. (the “Company”) entered into a Securities Purchase Agreement (the “January Purchase Agreement”) with certain accredited investors as purchasers (the “January Investors”).ea179493-8k_crownelect.htm
2023-05-188-K2023-05-121.01 Entry into a Material Definitive Agreement; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing1.01 Entry into a Material Definitive Agreement.
3.01 As previously disclosed, the Company requested a hearing by the Nasdaq Hearings Panel (the “Panel”) of The Nasdaq Stock Market LLC (“Nasdaq”) to appeal delisting determinations made by the Listing Qualifications Department (the “Staff”) of Nasdaq on March 1, 2023 for failure to comply with the bid price requirement of Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”) and on April 4, 2023 for failure to comply with the minimum stockholders equity required for continued listing on Nasdaq, or any of the alternative requirement to Nasdaq Listing Rule 5550(b) (the “Equity Rule”).
ea178478-8k_crown.htm
2023-04-068-K2023-04-033.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing3.01 As previously disclosed, on March 1, 2023, Crown Electrokinetics Corp. was notified by the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) that, based upon the Company’s continued non-compliance with the minimum bid price requirement for continued listing on The Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2), the Company’s securities were subject to delisting unless the Company timely requested a hearing before the Nasdaq Hearings Panel (the “Panel”), at which hearing the Company will present its plan to evidence compliance with all applicable criteria for continued listing.ea176669-8k_crownelect.htm
2023-03-278-K2023-03-241.01 Entry into a Material Definitive Agreement; 8.01 Other Events1.01 Entry into a Material Definitive Agreement.
8.01 On March 27, 2023, Crown Fiber Optics Corp., the Company’s wholly-owned subsidiary, issued a press release announcing that it entered into an agreement with a new customer—a leading infrastructure solutions provider.
ea175739-8k_crownelec.htm
2023-03-068-K2023-02-281.01 Entry into a Material Definitive Agreement; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.02 Unregistered Sales of Equity Securities1.01 Entry into a Material Definitive Agreement.
3.01 As previously disclosed, on September 1, 2022, the Company received a letter from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it was not in compliance with Nasdaq Listing Rule 5550(a)(2), as the minimum bid price of the Company’s common stock had been below $1.00 per share for 30 consecutive business days.
3.02 The information set forth in “Item 1.01 Entry into a Material Definitive Agreement” relating to the issuance of the Waiver Warrants pursuant to the Waiver Agreements is incorporated by reference herein in its entirety.
ea174588-8k_crownelec.htm
2023-02-038-K2023-02-011.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure1.01 Entry into a Material Definitive Agreement.
2.03 The information set forth in “Item 1.01 Entry into a Material Definitive Agreement.” Relating to the Line of Credit and the Note is incorporated by reference herein.
3.02 The information set forth in “Item 1.01 Entry into a Material Definitive Agreement” and “Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year” relating to the issuance of the Series E Preferred Stock, the Promissory Notes and the Warrant is incorporated by reference herein in its entirety.
5.03 On February 1, 2023, the Company filed Amendment No. 1 to the Certificate of Designations, Preferences and Rights of its Series D Preferred Stock (as amended, the “Series D COD”).
7.01 On February 3, 2023, the Company issued a press release announcing the Line of Credit.
ea172397-8k_crownelect.htm
2023-01-048-K2023-01-031.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 7.01 Regulation FD Disclosure1.01 On January 3, 2023, Crown Electrokinetics Corp. (the “Company”), consummated an asset acquisition in which it acquired certain assets related to the construction of 5G fiber optics infrastructure and distributed antenna systems (the “Asset Acquisition”).
2.01 The description of the Asset Acquisition in Item 1.01 is incorporated herein.
2.03 The description of the Senior Notes issued by the Company described in Item 1.01 is incorporated herein.
3.02 The information set forth in “Item 1.01 Entry into a Material Definitive Agreement” relating to the issuance of the Senior Notes and Warrants pursuant to the Securities Purchase Agreement is incorporated by reference herein in its entirety.
7.01 On January 4, the Company issued a press release announcing the completion of the Asset Acquisition.
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2022-12-238-K2022-12-225.07 Submission of Matters to a Vote of Security Holders5.07 An annual meeting (the “Annual Meeting”) of the stockholders Crown Electrokinetics Corp. (the “Company”) was held on December 22, 2022.ea170827-8k_crownelectro.htm
2022-10-208-K2022-10-191.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers1.01 On October 19, 2022, Crown Electrokinetics Corp. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain accredited investors as purchasers (the “Investors”).
2.03 The description of the Senior Notes issued by the Company described in Item 1.01 is incorporated herein.
3.02 The information set forth in “Item 1.01 Entry into a Material Definitive Agreement” relating to the issuance of the Preferred Stock and Warrants pursuant to the Securities Purchase Agreement is incorporated by reference herein in its entirety.
5.02 (b) Effective October 14, 2022, Edward Kovalik, Gary C. Hanna and Gizman Abbas, each Directors of the Company, notified the Company that they will resign from the Company’s Board of Directors (the “Board”).
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2022-09-028-K2022-09-013.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing3.01 On September 1, 2022, Crown Electrokinetics Corp. (the “Company”) received a letter (the “Nasdaq Staff Deficiency Letter”) from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, for the last thirty (30) consecutive business days, the bid price for the Company’s common stock had closed below the minimum $1.00 per share requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2).ea165304-8k_crownelectro.htm
2022-07-298-K2022-07-261.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities1.01 On July 26, 2022, Crown Electrokinetics Corp. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain accredited investors (the “Purchasers”), pursuant to which the Purchasers purchased an aggregate of 1,058 shares of the Company’s Series D Preferred Stock (“Series D Preferred Stock”) for an aggregate purchase price of approximately $1.06 million.
3.02 The information set forth in “Item 1.01 Entry into a Material Definitive Agreement” relating to the issuance of the Preferred Stock and Warrants pursuant to the Securities Purchase Agreement is incorporated by reference herein in its entirety.
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2022-07-228-K2022-07-191.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities1.01 On July 19, 2022, Crown Electrokinetics Corp. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Roth Capital Partners, LLC (the “Representative”), as representative of the underwriters set forth on Schedule I thereto (collectively, the “Underwriters”), relating to the Company’s public offering (the “Offering”) of its common stock, par value $0.0001 per share (the “Common Stock”).
3.02 The information set forth in Item 1.01 with respect to the Underwriter Warrant is incorporated by reference here.
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2022-07-088-K2022-07-085.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year5.03 On July 8, 2022, Crown Electrokinetics Corp., a Delaware corporation (the “Company”) filed a Certificate of Designation for its Series D Preferred Stock with the Secretary of State of Delaware (the “Certificate of Designation”) designating 7,000 shares of its authorized preferred stock as Series D Preferred Stock.ea162640-8k_crownelec.htm
2022-05-058-K2022-04-295.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 Effective April 29, 2022, Kai Sato resigned from his position as the Co-President and Chief Marketing Officer of Crown Electrokinetics Corp. (the “Company”).ea159150-8k_crownelec.htm
2022-03-318-K2022-03-301.01 Entry into a Material Definitive Agreement1.01 On March 30, 2022, Crown Electrokinetics Corp., a Delaware corporation (the “Company”), entered into a Sales Agreement (the “Agreement”) A.G.P./Alliance Global Partners (the “Sales Agent”).ea157588-8k_crownelec.htm
2022-03-308-K2022-03-302.02 Results of Operations and Financial Condition2.02 On March 30, 2022, Crown Electrokinetics Corp., a Delaware corporation (the “Company”) issued a press release announcing certain financial results for the nine-month stub period ended December 31, 2021.ea157578-8k_crownelect.htm
2022-03-288-K2022-03-251.01 Entry into a Material Definitive Agreement1.01 On March 25, 2022, Crown Electrokinetics Corp., a Delaware corporation (the “Company”) entered into a Master Supply Agreement (“MSA”) with Brandywine Operating Partnership, L.P. (“Brandywine”), to install its Smart Window Inserts powered by DynamicTintTM in Brandywine office buildings.ea157442-8k_crownelec.htm
2021-12-238-K2021-12-231.01 Entry into a Material Definitive Agreement1.01 On December 23, 2021, Crown Electrokinetics Corp., a Delaware corporation (the “Company”) entered into a Master Supply Agreement (“MSA”) with Hudson Pacific Properties, L.P. (“HPP”), to install its Smart Window Inserts powered by DynamicTintTM in HPP office buildings.ea152949-8k_crown.htm
2021-11-168-K2021-11-115.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year5.03 On November 11, 2021, the Board of Directors of Crown Electrokinetics Corp., a Delaware corporation (the “Company”) approved a change in the Company’s fiscal year from the twelve months beginning April 1 and ending March 31 to the twelve months beginning January 1 and ending December 31.ea150841-8k_crown.htm
2021-11-128-K2021-11-122.02 Results of Operations and Financial Condition2.02 On November 12, 2021, Crown Electrokinetics Corp., a Delaware corporation (the “Company”) issued a press release announcing certain financial results for the fiscal quarter ended September 30, 2021.ea150526-8k_crownelectro.htm
2021-09-308-K2021-09-271.01 Entry into a Material Definitive Agreement1.01 On September 27, 2021, Crown Electrokinetics Corp., a Delaware corporation (the “Company”) entered into a Master Supply Agreement (“MSA”) with MetroSpaces Inc. (“MetroSpaces”), to be the Company’s first commercial customer.ea148202-8k_crownelectro.htm
2021-08-118-K2021-08-095.07 Submission of Matters to a Vote of Security Holders5.07 An annual meeting (the “Meeting”) of the stockholders of Crown Electrokinetics Corp. (the “Company”) was held on August 9, 2021.ea145520-8k_crownelec.htm
2021-04-068-K2021-03-311.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year1.01 Entry into a Material Definitive Agreement.
3.02 The information set forth in “Item 1.01 Entry into a Material Definitive Agreement” relating to the issuance of the Common Shares and Preferred Shares to the Lender pursuant to the Conversion Agreement is incorporated by reference herein in its entirety.
5.03 On March 31, 2021, the Company filed a Certificate of Designations, Preferences and Rights of Series C Preferred Stock (the “Certificate of Designation”), establishing the Series C Preferred Stock.
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2021-03-098-K2021-03-085.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On March 8, 2021, Gizman Abbas and Gary C. Hanna were appointed to the Board of Directors (the “Board”) of Crown Electrokinetics Corp., a Delaware corporation (the “Company”), effective immediately.ea137154-8k_crownelectro.htm
2021-02-258-K2021-02-205.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events5.02 Effective February 20, 2021, Crown Electrokinetics Corp., a Delaware corporation (the “Company”) hired Edward Kovalik, age 46, as President and Chief Operating Officer.ea136282-8k_crownelectro.htm
2021-02-108-K2021-02-041.01 Entry into a Material Definitive Agreement1.01 On February 4, 2021, Crown Electrokinetics Corp., a Delaware corporation (the “Company”) entered into a Fourth Amendment to the Intellectual Property Agreement (the “HP Amendment”) with Hewlett-Packard Development Company, L.P., a Texas limited partnership (“HPDC”) and HP, Inc., a Delaware corporation (“HPI” and, together with HPDC, “HP”).ea134870-8k_crownelectro.htm
2021-01-278-K2021-01-221.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year1.01 On January 26, 2021, Crown Electrokinetics Corp. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Roth Capital Partners, LLC (the “Representative”), as representative of the underwriters set forth on Schedule I thereto (collectively, the “Underwriters”), relating to the Company’s public offering (the “Offering”) of its common stock, par value $0.0001 per share (the “Common Stock”).
3.02 The information set forth in Item 1.01 with respect to the Underwriter Warrant is incorporated by reference here.
5.03 On October 22, 2020, the Company’s board of directors (the “Board”) approved a reverse stock split of Common Stock at an exchange ratio of up to one (1) for every six (6) shares of Common Stock (the “Reverse Split”), with the Board retaining the discretion to determine the final exchange ratio of the Reverse Split prior to effectiveness.
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2021-01-218-K2021-01-195.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 (b) On January 19, 2021, Marc Abrams, Director of Crown Electrokinetics Corp. (the “Company”), notified the Company that he will resign from the Company’s Board of Directors (the “Board”) effective January 19, 2021.ea133621-8k_crownelectro.htm
2020-12-078-K2020-12-015.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On December 1, 2020, Edward Kovalik, John Marchese and Christopher Smith were appointed to the Board of Directors of Crown Electrokinetics Corp., a Delaware corporation (the “Company”), effective immediately.ea131155-8k_crownelec.htm
2020-11-188-K2020-11-131.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities1.01 Entry into a Material Definitive Agreement.
2.03 The information set forth under Item 1.01 above with respect to the Debentures and the related Purchase Agreement is incorporated herein by reference.
3.02 The information set forth under Item 1.01 above with respect to the issuances of the Debentures and Warrants were made in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act.
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2020-09-148-K2020-09-111.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities1.01 Entry into a Material Definitive Agreement.
3.02 The information set forth under Item 1.01 above with respect to the issuances of the Shares and Warrants were made in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act.
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2020-08-178-K2020-08-105.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On August 10, 2020, Crown Electrokinetics Corp., a Delaware corporation (the “Company”) announced the hiring of Phil Anderson, age 53, as Chief Financial Officer (“CFO”) effective immediately.ea125605-8k_crownelectro.htm
2020-07-278-K2020-07-205.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On July 20, 2020, Marc Abrams and Dr. DJ Nag were appointed to the Board of Directors of Crown ElectroKinetics Corp., a Delaware corporation (the “Company”), effective immediately.ea124572-8k_crownelectro.htm
2020-06-058-K2020-06-021.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events1.01 Entry into a Material Definitive Agreement.
3.02 The information set forth under Item 1.01 above with respect to the issuances of the Convertible Notes and Warrants were made in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act.
8.01 In light of the circumstances and uncertainty surrounding the effects of the COVID-19 coronavirus pandemic on the business, employees, consultants and service providers of the Company, the Company’s board of directors and management has determined that it will delay the filing of its annual report on Form 10-K for the fiscal year ended March 31, 2020 (the “Annual Report”) by up to 45 days in accordance with the SEC’s March 25, 2020 Order (Release No. 34-88465) (the “Order”), which allows for the delay of certain filings required under the Securities and Exchange Act of 1934, as amended.
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