Form 8-K - Current report

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): January 28, 2025

 

Crown Electrokinetics Corp.

(Exact name of registrant as specified in its charter)

 

Delaware		001-39924		47-5423944
(State or other Jurisdiction of  Incorporation)		(Commission File No.)		(IRS Employer Identification No.)

 

1110 NE Circle Blvd.

Corvallis, Oregon 97330

(Address of principal executive offices and zip code)

 

[phone]

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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, $0.0001 par value		CRKN		NASDAQ Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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. ☐

 

 

 

 

 

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

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. The Common Stock will begin trading on a split-adjusted basis at the market open on Thursday, January 30, 2025.

 

The Reverse Stock Split and the form of Certificate of Amendment were previously approved by the Company’s Board of Directors and the Company’s stockholders. The new CUSIP number for the Common Stock following the Reverse Stock Split is 228339 503. No fractional shares will be issued as a result of the Reverse Stock Split. Instead, any fractional shares that would have resulted from the Reverse Stock Split will be rounded up to the next whole number. The Reverse Stock Split affects all stockholders uniformly and will not alter any stockholder’s percentage interest in the Company’s outstanding Common Stock, except for adjustments that may result from the treatment of fractional shares. The number of authorized shares of Common Stock of the Company and number of authorized, issued, and outstanding shares of the preferred stock of the Company were not changed.

 

The above description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein. 

 

Item 7.01. Regulation FD Disclosure.

 

On January 28, 2025, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is furnished herewith as Exhibit 99.1 to the Current Report on Form 8-K.

 

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by reference in such a filing. Furthermore, the furnishing of information under Item 7.01 of this Current Report on Form 8-K is not intended to constitute a determination by the Company that the information contained herein, including the exhibits hereto, is material or that the dissemination of such information is required by Regulation FD.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Description
3.1		Certificate of Amendment to Amended and Restated Certificate of Incorporation filed January 28, 2025
99.1		Press Release dated January 28, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

1

 

 

SIGNATURE

 

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 hereunto duly authorized.

 

Date: January 28, 2025

 

	CROWN ELECTROKINETICS CORP.
	By:	/s/ Doug Croxall
		Name:	Doug Croxall
		Title:	Chief Executive Officer

 

2

 

 

Exhibit 3.1

 

CERTIFICATE OF AMENDMENT

 

TO

 

THE CERTIFICATE OF INCORPORATION

 

OF

 

CROWN ELECTROKINETICS CORP.

 

Crown Electrokinetics Corp. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify:

 

FIRST. The Amended and Restated Certificate of Incorporation of the Corporation is hereby amended by changing Article Four, so that, as amended, the following Section C shall be added after Section B:

 

“C. Reverse Stock Split. Effective at 11:59 p.m., Eastern Time, on January 29, 2025 (the “Reverse Split Effective Time”), every one hundred fifty (150) shares of Common Stock issued and outstanding or held by the Corporation as treasury shares as of the Reverse Split Effective Time shall automatically, and without action on the part of the stockholders, be combined, reclassified and changed into one (1) validly issued, fully paid and non-assessable share of Common Stock, without effecting a change to the par value per share of Common Stock, subject to the treatment of fractional interests as described below (the “Reverse Split”). Notwithstanding the immediately preceding sentence, no fractional shares will be issued in connection with the combination effected by the preceding sentence. In lieu of any fractional shares, the Corporation will issue to stockholders of record who would otherwise be entitled to receive a fractional share because the number of shares of Common Stock they hold of record before the Reverse Split is not evenly divisible by the Reverse Split ratio that number of shares of Common Stock as rounded up to the nearest whole share. No stockholders will receive cash in lieu of fractional shares. As of the Reverse Split Effective Time and thereafter, a certificate(s) representing shares of Common Stock prior to the Reverse Split is deemed to represent the number of post-Reverse Split shares into which the pre-Reverse Split shares were reclassified and combined. The Reverse Split shall also apply to any outstanding securities or rights convertible into, or exchangeable or exercisable for, Common Stock of the Corporation and all references to such Common Stock in agreements, arrangements, documents and plans relating thereto or any option or right to purchase or acquire shares of Common Stock shall be deemed to be references to the Common Stock or options or rights to purchase or acquire shares of Common Stock, as the case may be, after giving effect to the Reverse Split.”

 

SECOND. That a resolution was duly adopted by unanimous written consent of the directors of the Corporation, pursuant to Section 242 of the DGCL, setting forth the above mentioned amendment to the Amended and Restated Certificate of Incorporation and declaring said amendment to be advisable.

 

THIRD. That this amendment was duly authorized by the holders of a majority of the voting stock of the Corporation by written consent of the stockholders of the Corporation. Said amendment was duly adopted in accordance with the provisions of the DGCL.

 

IN WITNESS WHEREOF, this Certificate of Amendment of the Amended and Restated Certificate of Incorporation has been signed by the Chief Executive Officer of the Corporation this 28^th day of January, 2025.

 

CROWN ELECTROKINETICS CORP.
By:	/s/ Douglas Croxall
Name:	Douglas Croxall
Title:	Chief Executive Officer

 

Exhibit 99.1

 

Crown Announces Effective Date of Reverse Stock Split

--

 

LOS ANGELES, Jan. 28, 2025 – Crown Electrokinetics Corp. (NASDAQ: CRKN) (“Crown” or the “Company”), a leading provider of innovative technology infrastructure solutions that benefit communities and the environment, today announced its plan to implement a reverse split of its common stock at a ratio of 1-for-150 shares. The reverse stock split will be effective for marketplace purposes with the open of business on Thursday, January 30, 2025. Following the reverse stock split, Crown’s common stock will continue to trade on The Nasdaq Capital Market under the ticker symbol “CRKN.” The new CUSIP number for the common stock following the reverse stock split will be 228339 503, reflecting the adjusted share structure.

 

The Company’s Board of Directors approved the reverse stock split at a ratio of 1-for-150 shares on January 25, 2025, following approval for the action by Crown’s stockholders at a special stockholders meeting on January 14, 2025.

 

Upon effectiveness of the reverse stock split, every 150 shares of the Company’s issued and outstanding common stock will be automatically converted into one share of issued and outstanding common stock. Fractional shares resulting from the reverse stock split will not be issued; instead, fractional shares will be rounded up to the nearest whole share. The reverse stock split will apply uniformly to all stockholders and will not alter any stockholder’s proportional ownership in the Company, except for the adjustments related to fractional shares.

 

“Completing this reverse stock split is a key step in strengthening Crown and positioning the company for long-term success,” said Doug Croxall, CEO and Chairman, Crown. “By consolidating our shares, we are taking a necessary step to maintain our Nasdaq listing, which is critical for our growth and credibility. Crown today is in a much stronger position compared to the past, with a healthy cash balance exceeding $25 million, growing revenues, and exciting opportunities to further expand our innovative solutions portfolio.”

 

“Our recent addition of Andy Mayer and his highly skilled team marks a transformative moment for Crown. Andy’s unparalleled expertise in the pipeline industry, coupled with his extensive experience in disaster rehabilitation, significantly strengthens our solutions offering and positions us to secure important agreements. As a long-time Los Angeles resident, I am especially proud of Crown’s potential to play a critical role in California’s recovery and rebuilding efforts following the devastating wildfires. We are confident that our expanded capabilities will open new doors, accelerate our growth, and solidify Crown’s place as a leader in delivering innovative infrastructure solutions,” concluded Mr. Croxall.

 

For more information regarding the reverse stock split, please refer to the Company’s filings with the Securities and Exchange Commission (“SEC”) at https://ir.crownek.com/sec-filings.

 

About Crown

 

Crown (Nasdaq: CRKN) is an innovative infrastructure solutions provider dedicated to benefiting communities and the environment. Comprised of three business divisions, Smart Windows, Construction, and Water Solutions, Crown is developing and delivering cutting edge solutions that are challenging the status quo and redefining industry standards. For more information, please visit www.crownek.com.

 

Forward Looking Statements

 

Certain statements in this news release may be “forward-looking statements” (within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995) regarding future events or Crown’s future financial performance that involve certain contingencies and uncertainties, including those discussed in Crown’s Annual Report on Form 10-K for the year ended December 31, 2023, and subsequent reports Crown files with the U.S. Securities and Exchange Commission from time to time, in the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” . Forward-looking statements include, but are not limited to, statements that express our intentions, beliefs, expectations, strategies, predictions, or any other statements relating to our future activities or other future events or conditions. These statements are based on current expectations, estimates and projections about our business based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may, and are likely to, differ materially from what is expressed or forecasted in forward-looking statements due to numerous factors. Any forward-looking statements speak only as of the date of this news release and Crown Electrokinetic Corporation undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date of this news release.

 

This press release does not constitute a public offer of any securities for sale. Any securities offered privately will not be or have not been registered under the Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

 

For more information, please contact:

 

Investor Relations

[e-mail]

 

Public Relations

[e-mail]

 

Cover	Jan. 28, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 28, 2025
Current Fiscal Year End Date	--12-31
Entity File Number	001-39924
Entity Registrant Name	Crown Electrokinetics Corp.
Entity Central Index Key	0001761696
Entity Tax Identification Number	47-5423944
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1110 NE Circle Blvd.
Entity Address, City or Town	Corvallis
Entity Address, State or Province	OR
Entity Address, Postal Zip Code	97330
City Area Code	458
Local Phone Number	212-2500
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.0001 par value
Trading Symbol	CRKN
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false

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