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): December 22, 2022

CROWN ELECTROKINETICS CORP.

(Exact Name of Registrant as Specified in Charter)

Registrant’s telephone number, including area code: (800) 674-3612

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 (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

An annual meeting (the “Annual Meeting”) of the stockholders Crown Electrokinetics Corp. (the “Company”) was held on December 22, 2022. As of November 14, 2022, the record date for the Meeting, 20,270,171 shares of common stock of the Company (“Common Stock”) were issued and outstanding. A summary of the matters voted upon by stockholders at the Annual Meeting is set forth below. The voting results reported below are final.

Proposal No. 1

The Company’s stockholders elected Douglas Croxall, Daniel Marcus and Dr. DJ Nag to the Company’s Board of Directors, to hold office until the 2023 annual meeting of stockholders or until his successor shall have been duly elected or appointed and qualify, based upon the following votes:

Proposal No. 2

The Company’s stockholders ratified the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023, based upon the following votes:

Proposal No. 3

The Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of common stock from 200,000,000 shares to 800,000,000 shares:

Proposal No. 4

The Company’s stockholders approved the Company’s 2022 Employee Incentive Plan:

Proposal No. 5

The Company’s stockholders approved a reverse stock split of the Common Stock at a ratio of not more than 1-for-15, such ratio to be determined by the Board of Directors on or prior to December 22, 2023, in its sole discretion:

Proposal No. 6

The Company’s stockholders approved the private placement of convertible promissory notes and warrants to purchase Common Stock that closed on October 19, 2022:

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

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: December 23, 2022

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