UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

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

 

Date of Report (Date of Earliest Event Reported): September 11, 2020

 

Crown Electrokinetics Corp.

(Exact name of registrant as specified in its charter)

 

Delaware   333-232426   47-5423944

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

1110 NE Circle Blvd.

Corvallis, Oregon 97330

(Address of Principal Executive Offices)

 

(800) 674-3612

(Registrant’s telephone number)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to 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))

 

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.  

 

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        

 

 

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

On September 11, 2020, Crown Electrokinetics Corp., a Delaware corporation (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional and accredited investors (each, a “Purchaser” and collectively, the “Purchasers”) to sell to the Purchasers an aggregate of 1,390,000 unregistered shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) and 695,000 warrants (each, a “Warrant” and, together, the “Warrants”) to purchase Common Stock in a private placement transaction in reliance upon exemptions from registration under the Securities Act of 1933, as amended, and Regulation D promulgated thereunder, for gross proceeds of approximately $1,737,500.

 

The Shares were issued at a price of $1.25 per share. The Warrants have a five year term, and an exercise price of $1.50 per share, subject to customary adjustments as set forth in the Warrant. The Company is not required to issue Common Stock upon exercise of any portion of a Warrant if doing so results in the holder thereof beneficially owning more than 4.99% of the outstanding Common Stock after giving effect to such exercise.

 

The Special Equities Group, a division of Bradley Woods & Co. Ltd., acted as exclusive placement agent for the transaction and received cash compensation of $126,000 and 100,800 Warrants.

 

The foregoing summary of the terms of the Purchase Agreement and the Warrants are subject to and qualified in their entirety by, the forms of Common Stock Purchase Warrant and Securities Purchase Agreement attached as Exhibits 4.1 and 10.1, respectively, which are incorporated by reference herein.

 

Item 3.02 Unregistered Sales of Equity Securities.

 

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.

 

Item 9.01 Financial Statements and Exhibits. 

(d)Exhibits

 

Exhibit No.   Description
4.1   Form of Common Stock Purchase Warrant.
10.1   Form of Securities Purchase Agreement.

 

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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 hereunto duly authorized.

 

Dated: September 14, 2020

 

  Crown Electrokinetics Corp.
     
  By: /s/ Doug Croxall
  Name:  Doug Croxall
  Title: Chief Executive Officer

 

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Exhibit Index

 

Exhibit No.   Description
4.1   Form of Common Stock Purchase Warrant.
10.1   Form of Securities Purchase Agreement.

 

 

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