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): January 19, 2021
Crown Electrokinetics Corp.
(Exact name of registrant as specified in its charter)
| Delaware | 333-249833 | 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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements or Certain Officers. |
(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. Mr. Abrams’ resignation is for medical reasons and not the result of a dispute or disagreement with the Company.
Mr. Abrams served as chairman the Board’s Audit Committee.
Concurrently with Mr. Abrams’ resignation from the Board, the Company appointed John Marchese, a current Director, to fill the vacancy on the Audit Committee. The Board has determined that Mr. Marchese meets the independence standards adopted by the Board in compliance with the Nasdaq Capital Market’s corporate governance listing standards and Item 407(a) of Regulation S-K. The Company appointed Edward Kovalik, a current Director and member of the Audit Committee, to serve as chairman.
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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: January 21, 2021
| Crown Electrokinetics Corp. | ||
| By: | /s/ Doug Croxall | |
| Name: | Doug Croxall | |
| Title: | Chief Executive Officer | |
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