UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For
the quarterly period ended
OR
For the transition period from __________ to __________
Commission
file number:
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
(Registrant’s telephone number, including area code)
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| 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 7(a)(2)(B) of the Securities Act.
Indicate
by check mark whether registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
The number of shares of common stock, $0.0001 par value per share, outstanding as of November 13, 2023 was
| The |
CROWN ELECTROKINETICS CORP.
i
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INDUSTRY DATA
This Quarterly Report on Form 10-Q contains forward-looking statements which are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements may be identified by such forward-looking terminology as “may,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue” or the negative of these terms or other comparable terminology. Our forward-looking statements are based on a series of expectations, assumptions, estimates and projections about our company, are not guarantees of future results or performance and involve substantial risks and uncertainty. We may not actually achieve the plans, intentions or expectations disclosed in these forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in these forward-looking statements. Our business and our forward-looking statements involve substantial known and unknown risks and uncertainties.
All of our forward-looking statements are as of the date of this Quarterly Report on Form 10-Q only. In each case, actual results may differ materially from such forward-looking information. We can give no assurance that such expectations or forward-looking statements will prove to be correct. An occurrence of, or any material adverse change in, one or more of the risk factors or risks and uncertainties referred to in this Quarterly Report on Form 10-Q or included in our other public disclosures or our other periodic reports or other documents or filings filed with or furnished to the U.S. Securities and Exchange Commission (the “SEC”) could materially and adversely affect our business, prospects, financial condition and results of operations. Except as required by law, we do not undertake or plan to update or revise any such forward-looking statements to reflect actual results, changes in plans, assumptions, estimates or projections or other circumstances affecting such forward-looking statements occurring after the date of this Quarterly Report on Form 10-Q, even if such results, changes or circumstances make it clear that any forward-looking information will not be realized. Any public statements or disclosures by us following this Quarterly Report on Form 10-Q that modify or impact any of the forward-looking statements contained in this Quarterly Report on Form 10-Q will be deemed to modify or supersede such statements in this Quarterly Report on Form 10-Q.
ii
PART I - FINANCIAL INFORMATION
Item 1. - Financial Statements.
CROWN ELECTROKINETICS CORP.
Condensed Consolidated Balance Sheets
(in thousands, except share and per share amounts)
| September 30, 2023 | December 31, 2022 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Prepaid and other current assets | ||||||||
| Total current assets | ||||||||
| Property and equipment, net | ||||||||
| Intangible assets, net | ||||||||
| Right-of-use assets | ||||||||
| Goodwill | ||||||||
| Deferred debt issuance costs | ||||||||
| Other assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses | ||||||||
| Lease liabilities - current portion | ||||||||
| Warrant liability | ||||||||
| Notes payable at fair value | ||||||||
| Notes payable | ||||||||
| Total current liabilities | ||||||||
| Lease liabilities - non-current portion | ||||||||
| Total liabilities | ||||||||
| Commitments and Contingencies (Note 14) | ||||||||
| STOCKHOLDERS’ EQUITY: | ||||||||
| Preferred stock, par value $ | ||||||||
| Series A preferred stock, par value $ | ||||||||
| Series B preferred stock, par value $ | ||||||||
| Series C preferred stock, par value $ | ||||||||
| Series E preferred stock, par value $ | ||||||||
| Series F preferred stock, par value $ | ||||||||
| Series F-1 preferred stock, par value $ | ||||||||
| Series F-2 preferred stock, par value $ | ||||||||
| Common stock, par value $ | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ equity | ||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
1
CROWN ELECTROKINETICS CORP.
Condensed Consolidated Statements of Operations
(Unaudited)
(in thousands, except share and per share amounts)
| Three Months Ended September 30, | Nine months ended September 30, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Cost of revenue | ||||||||||||||||
| Gross profit | ||||||||||||||||
| Operating expenses: | ||||||||||||||||
| Research and development | ||||||||||||||||
| Selling, general and administrative | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income (expense): | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Loss on extinguishment of warrant liability | ( | ) | ||||||||||||||
| Loss on extinguishment of debt | ( | ) | ||||||||||||||
| Gain on issuance of convertible notes | ||||||||||||||||
| Change in fair value of warrants | ||||||||||||||||
| Change in fair value of notes | ( | ) | ( | ) | ||||||||||||
| Change in fair value of derivative liability | ||||||||||||||||
| Other expense | ( | ) | ( | ) | ||||||||||||
| Total other income (expense) | ( | ) | ( | ) | ( | ) | ||||||||||
| Loss before income taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income tax expense | ||||||||||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Deemed dividend on Series D preferred stock | ( | ) | ||||||||||||||
| Cumulative dividends on Series A preferred stock | ( | ) | ( | ) | ||||||||||||
| Cumulative dividends on Series B preferred stock | ( | ) | ( | ) | ||||||||||||
| Cumulative dividends on Series C preferred stock | ( | ) | ( | ) | ||||||||||||
| Cumulative dividends on Series D preferred stock | ( | ) | ( | ) | ( | ) | ||||||||||
| Cumulative dividends on Series F preferred stock | ( | ) | ( | ) | ||||||||||||
| Cumulative dividends on Series F-1 preferred stock | ( | ) | ( | ) | ||||||||||||
| Cumulative dividends on Series F-2 preferred stock | ( | ) | ( | ) | ||||||||||||
| Net loss attributable to common stockholders | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net loss per share attributable to common stockholders | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
2
CROWN ELECTROKINETICS CORP.
Condensed Consolidated Statements of Stockholders’ Equity
(Unaudited)
(in thousands, except share and per share amounts)
| Series A Preferred Stock | Series B Preferred Stock | Series C Preferred Stock | Series D Preferred Stock | Series E Preferred Stock | Series F Preferred Stock | Series F-1 Preferred Stock | Series F-2 Preferred Stock | Common Stock | Additional Paid-in | Accumulated | Total Stockholders’ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Number | Amount | Number | Amount | Number | Amount | Number | Amount | Number | Amount | Number | Amount | Number | Amount | Number | Amount | Number | Amount | Capital | Deficit | Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2022 | $ | $ | $ | $ | - | $ | - | $ | - | $ | - | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of common stock warrants | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock in connection with conversion of notes | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock in connection with equity line of credit | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock/at-the-market offering, net of offering costs | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Series E preferred stock in connection with LOC | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Deemed dividend for repricing of Series D preferred stock | - | - | - | - | - | - | - | - | - | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Commitment to issue shares of common stock in connection with March waiver agreement | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock in connection with Series A and Series B Dividends | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock upon the conversion of Series E preferred stock | - | - | - | - | ( | ) | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock in connection with conversion of 2022 Notes | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends paid in shares of Series D preferred stock | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Series D preferred stock exchanged for Series F preferred stock in connection with Exchange Agreements | - | - | - | ( | ) | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of Demand Notes and 2022 Notes into Series F preferred stock in connection with Exchange Agreements | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of Senior Secured Notes into Series F preferred stock in connection with Exchange Agreements | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Series F-1 preferred stock | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Series F-2 preferred stock | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of Series F preferred stock into common stock | - | - | - | - | - | ( | ) | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of Series F-1 preferred stock into common stock | - | - | - | - | - | - | ( | ) | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Commitment to issue shares of common stock in connection with Senior Secured Notes | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Commitment to issue shares of common stock in connection with line of credit notes | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Commitment to issue shares of Series E preferred stock in connection with line of credit notes | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Commitment to issue shares of common stock in connection with Demand Notes | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock to settle commitment shares | - | - | - | - | - | - | - | - | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock in connection with Senior Secured Notes settlement | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock in connection with equity line of credit | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Reverse stock split rounding | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of September 30, 2023 (unaudited) | $ | $ | $ | - | $ | - | $ | $ | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
CROWN ELECTROKINETICS CORP.
Condensed Consolidated Statements of Stockholders’ Equity (Continued)
(Unaudited)
(in thousands, except share and per share amounts)
| Series A Preferred Stock | Series B Preferred Stock | Series C Preferred Stock | Series D Preferred Stock | Common Stock | Additional Paid-in | Accumulated | Total Stockholders’ Equity | |||||||||||||||||||||||||||||||||||||||||||||
| Number | Amount | Number | Amount | Number | Amount | Number | Amount | Number | Amount | Capital | Deficit | (Deficit) | ||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2021 | $ | $ | $ | - | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||||||||||||||||||||||
| Delivery of restricted common stock | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock and warrants, net of fees | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock warrants in connection with SLOC | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Series D preferred stock and warrants, net of fees | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock/at-the-market offering, net of offering costs | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock warrants in connection with consideration payable | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||
| Balance as of September 30, 2022 (Unaudited) | $ | $ | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
CROWN ELECTROKINETICS CORP.
Condensed Consolidated Statements of Stockholders’ Equity (Continued)
(Unaudited)
(in thousands, except share and per share amounts)
| Series A Preferred Stock | Series B Preferred Stock | Series C Preferred Stock | Series D Preferred Stock | Series E Preferred Stock | Series F Preferred Stock | Series F-1 Preferred Stock | Series F-2 Preferred Stock | Common Stock | Additional Paid-in | Accumulated | Total Stockholders’ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Number | Amount | Number | Amount | Number | Amount | Number | Amount | Number | Amount | Number | Amount | Number | Amount | Number | Amount | Number | Amount | Capital | Deficit | Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2023 (Unaudited) | $ | $ | $ | - | $ | - | $ | $ | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock to settle commitment shares | - | - | - | - | - | - | - | - | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock in connection with Senior Secured Notes settlement | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock in connection with equity line of credit | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock/equity line of credit, net of offering costs | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock/at-the-market offering, net of offering costs | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of Series F preferred stock into common stock | - | - | - | - | - | ( | ) | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of Series F-1 preferred stock into common stock | - | - | - | - | - | - | ( | ) | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Reverse stock split rounding | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of September 30, 2023 (Unaudited) | $ | $ | $ | - | $ | - | $ | $ | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
CROWN ELECTROKINETICS CORP.
Condensed Consolidated Statements of Stockholders’ Equity (Continued)
(Unaudited)
(in thousands, except share and per share amounts)
| Series A Preferred Stock | Series B Preferred Stock | Series C Preferred Stock | Series D Preferred Stock | Common Stock | Additional Paid-in | Accumulated | Total Stockholders’ | |||||||||||||||||||||||||||||||||||||||||||||
| Number | Amount | Number | Amount | Number | Amount | Number | Amount | Number | Amount | Capital | Deficit | Equity | ||||||||||||||||||||||||||||||||||||||||
| Balance as of July 1, 2022 (Unaudited) | $ | $ | $ | - | $ | - | 244,217 | $ | 1 | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||||||||||||
| Delivery of restricted common stock | - | - | - | - | - | 17,699 | 1 | |||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock and warrants, net | - | - | - | - | - | 20,834 | - | - | ||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Series D preferred stock and warrants, net of fees | - | - | - | 1,058 | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock/at-the-market offering, net of offering costs | - | - | - | - | - | 26,609 | - | - | ||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock warrants in connection with consideration payable | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||
| Balance as of September 30, 2022 (Unaudited) | $ | $ | $ | 1,058 | $ | - | 309,359 | $ | 2 | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
CROWN ELECTROKINETICS CORP.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(in thousands)
| Nine months ended September 30, | ||||||||
| 2023 | 2022 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Stock-based compensation | ||||||||
| Depreciation and amortization | ||||||||
| Loss on extinguishment of warrant liability | ||||||||
| Change in fair value of warrant liability | ( | ) | - | |||||
| Change in fair value of derivative liability | ( | ) | - | |||||
| Gain on issuance of convertible note | ( | ) | ||||||
| Loss on extinguishment of debt | ||||||||
| Change in fair value of notes | ||||||||
| Amortization of deferred debt issuance costs | ||||||||
| Amortization of right-of-use assets | ||||||||
| Other expenses | ||||||||
| Loss on disposal of equipment | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid and other assets | ||||||||
| Accounts payable | ||||||||
| Accrued expenses | ( | ) | ( | ) | ||||
| Lease liabilities | ( | ) | ( | ) | ||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Cash paid for acquisition of Amerigen 7 | ( | ) | - | |||||
| Purchase of equipment | ( | ) | ( | ) | ||||
| Purchase of patents | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Proceeds from the exercise of warrants | ||||||||
| Proceeds from the issuance of common stock and warrants, net of fees | ||||||||
| Proceeds from the issuance of common stock / at-the-market offering | ||||||||
| Proceeds from the issuance of notes in connection with line of credit | ||||||||
| Offering costs for the issuance of common stock / at-the-market offering | ( | ) | ( | ) | ||||
| Proceeds from a deposit for Series D preferred stock (shares liability) | - | |||||||
| Proceeds from issuance of Series F-1 preferred stock | ||||||||
| Proceeds from issuance of Series F-2 preferred stock | ||||||||
| Proceeds from issuance of Senior Secured Notes, net of fees paid | ||||||||
| Repayment of notes payable | ( | ) | ||||||
| Proceeds from the issuance of common stock in connection with equity line of credit, net of offering costs | ||||||||
| Net cash provided by financing activities | ||||||||
| Net increase / decrease in cash | ( | ) | ||||||
| Cash — beginning of period | ||||||||
| Cash — end of period | $ | $ | ||||||
| SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||||||
| Issuance of Series E preferred stock in connection with line of credit | $ | $ | ||||||
| Issuance of common stock in connection with equity line of credit | $ | $ | ||||||
| Issuance of Series F preferred stock in connection with exchange of Series D preferred stock | $ | $ | ||||||
| Issuance of common stock in connection with conversion of notes | $ | $ | ||||||
| Issuance of common stock in connection with Senior Secured Notes settlement | $ | $ | ||||||
| Issuance of common stock warrants in connection with SLOC | $ | $ | ||||||
| Conversion of Senior Secured Notes into Series F preferred stock in connection with Exchange Agreements | $ | $ | - | |||||
| Commitment to issue shares of common stock in connection with Demand Notes | $ | $ | ||||||
| Unpaid equipment included in accounts payable | $ | $ | ||||||
| Issuance of common stock warrants in connection with consideration payable | $ | $ | ||||||
| SUPPLEMENTAL CASH FLOW INFORMATION | ||||||||
| Cash paid for interest | $ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
7
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
Note 1 – Nature of Business and Liquidity
Organization
Crown
Electrokinetics Corp. (the “Company”) was incorporated in the State of Delaware on
The Company is commercializing technology for smart or dynamic glass. The Company’s electrokinetic glass technology is an advancement on microfluidic technology that was originally developed by HP Inc.
On December 20, 2022, the Company incorporated Crown Fiber Optics Corp., a Delaware based entity, to own and operate its acquired business from the acquisition of Amerigen 7, LLC (“Amerigen 7”) in January 2023. Crown Fiber Optics Corp. is accounted for as a wholly-owned subsidiary of Crown Electrokinetics, Corp.
Initial Public Offering
On January 26, 2021, the Company completed its public offering, and its common stock began trading on the Nasdaq Capital Market (“Nasdaq”) under the symbol CRKN.
Reverse Stock Split
On August 11, 2023, the Company’s board of directors authorized a reverse stock split (‘Reverse Stock Split”) at an exchange ratio of one-for-60 basis. The Reverse Stock Split was effective on August 15, 2023, such that every 60 shares of common stock have been automatically converted into one share of common stock. The Company did not issue fractional certificates for post-reverse split shares in connection with the Reverse Stock Split. Rather, all shares of common stock that were held by a stockholder were aggregated and each stockholder was entitled to receive the number of whole shares resulting from the combination of the shares so aggregated. Any fractions resulting from the Reverse Stock Split computation were rounded up to the next whole share.
The number of authorized shares and the par value of the common stock was not adjusted as a result of the Reverse Stock Split. In connection with the Reverse Stock Split, the conversion ratio for the Company’s outstanding convertible preferred stock was proportionately adjusted such that the common stock issuable upon conversion of such preferred stock was decreased in proportion to the Reverse Stock Split. All references to common stock and options to purchase common stock share data, per share data and related information contained in the condensed consolidated financial statements have been adjusted to reflect the effect of the Reverse Stock Split.
Liquidity and Going Concern
The Company has incurred substantial operating
losses since its inception and expects to continue to incur significant operating losses for the foreseeable future and may never become
profitable. As reflected in the condensed consolidated financial statements, the Company had an accumulated deficit of approximately $
The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty.
8
The
Company has obtained additional capital through the sale of debt or equity financings or other arrangements to fund operations including
through its existing at-the-market offering, $
Note 2 – Basis of Presentation and Significant Accounting Policies
Basis of Presentation
The Company’s condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and include all adjustments necessary for the fair presentation of the Company’s financial position for the periods presented.
The condensed consolidated balance sheet as of September 30, 2023, the condensed consolidated statements of operations, stockholders’ equity for the three and nine months ended September 30, 2023 and 2022 and the condensed consolidated statements of cash flows for the nine months ended September 30, 2023 and 2022 are unaudited. These unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s consolidated financial position, results of operations and cash flows for the interim period presented. The financial data and the other financial information contained in these notes to the condensed consolidated financial statements related to the three and nine month periods are also unaudited. The results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any other future annual or interim period. The condensed consolidated balance sheet as of December 31, 2022 included herein was derived from the audited financial statements as of that date. These unaudited condensed consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 31, 2023.
Use of Estimates
The preparation of condensed financial statements in conformity with GAAP requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of revenue and expenses during the reporting periods. Accounting estimates and assumptions are inherently uncertain. Management bases its estimates and assumptions on current facts, historical experience and various other factors believed to be reasonable under the circumstances. Actual results could differ materially and adversely from these estimates. Significant estimates and assumptions made in the accompanying condensed consolidated financial statements include, but not limited to, valuation of its business combination, estimated fair value of convertible notes, estimated fair value of warrant lability, Series F/F-1/F-2 preferred stock, stock option awards for stock-based compensation and operating lease right-of-use assets and liabilities.
Risks and Uncertainties
The Company is currently operating in a period of economic uncertainty and capital markets disruption, which has been significantly impacted by geopolitical instability due to the ongoing military conflict between Russia and Ukraine. The Company’s financial condition and results of operations may be materially adversely affected by any negative impact on the global economy and capital markets resulting from the conflict in Ukraine or any other geopolitical tensions.
The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
9
Summary of Significant Accounting Policies
Reference is made to Note 3 Basis of Presentation and Significant Accounting Policies in our 2022 Form 10-K filed on March 31, 2023 for a detailed description of significant accounting policies. There have been no significant changes to our accounting policies as disclosed in our 2022 Form 10-K.
Revenue Recognition
The Company recognizes revenue when promised goods or services are transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services by following a five-step process:
| ● | Step 1: Identify the contract with the customer |
| ● | Step 2: Identify the performance obligations in the contract |
| ● | Step 3: Determine the transaction price |
| ● | Step 4: Allocate the transaction price to the performance obligations in the contract |
| ● | Step 5: Recognize revenue when the company satisfies a performance obligation |
The Company has elected the practical expedient to not adjust the promised amount of consideration for the effects of a significant financing component when the time between the goods or service being transferred to the customer and the customer pays is one year or less,
The Company generates revenue from providing fiber splicing services as required based on short-term work orders assigned by customers. The Company is required to complete the description of work described in the work order and test the service provided prior to any recognition of revenue and invoicing. The short-term work orders are generally completed within two weeks. The Company is required to adhere to the rules and regulations that are outlined in the Agreement between the Company and the Customer.
Cost
of revenue is based on individual work orders and detailed description of work to be performed. All of the revenue is recognized immediately
upon completion of each work order. A
Revenue recognized during the nine months ended September 30, 2023 was generated by the Company’s wholly-owned subsidiary, Crown Fiber Optics Corporation, and was immaterial. No revenue was recognized by the Company during the nine months ended September 30, 2022.
Financial Instruments – Credit Losses
In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments-Credit Losses (“Topic 326”): Measurement of Credit Losses on Financial Instruments. The amendments in ASU No. 2016-13 introduce an approach based on expected losses to estimated credit losses on certain types of financial instruments, modify the impairment model for available-for-sale debt securities and provide for a simplified accounting model for purchased financial assets with credit deterioration since their origination. The new standard requires financial assets measured at amortized cost be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The standard is effective for the Company for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, using a modified retrospective approach. The Company adopted ASU No. 2016-13 and related updates as of January 1, 2023. The adoption of this guidance had no material impact on the Company’s condensed consolidated financial statements
10
Segment and Reporting Unit Information
Operating segments are defined as components of an entity for which discrete financial information is available that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s Chief Executive Officer is determined to be the CODM. The Company has two operating segments and two reportable segments as of September 30, 2023, which includes film group and fiber optics group. Revenue recognized during the nine months ended September 30, 2023 relates to the fiber optics group.
Business Combinations
The Company accounts for business combinations using the acquisition method of accounting by recognizing the identifiable tangible and intangible assets acquired and liabilities assumed, and any non-controlling interest in the acquired business, measured at their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the aforementioned amounts.
Accounting for business combinations requires management to make significant estimates and assumptions, especially at the acquisition date, including estimates for intangible assets. Although the Company believes the assumptions and estimates made have been reasonable and appropriate, they are based in part on historical experience and information obtained from management of the acquired companies and are inherently uncertain. Critical estimates in valuing certain intangible assets we have acquired include future expected cash flows from customer contracts. Unanticipated events and circumstances may occur that may affect the accuracy or validity of such assumptions, estimates, or actual results. The initial purchase price may be adjusted as needed per the terms of the arrangement agreement. The allocation of purchase price, including any fair value of the assets acquired and liabilities assumed as of the acquisition date has not been completed.
Acquisition-related expenses are recognized separately from the business combination and are expensed as incurred.
Deferred Debt Issuance Costs
The Company accounts for debt issuance costs related to its line of credit and equity line of credit as a deferred asset on the condensed consolidated balance sheets, which is amortized over the life of the line of credit and equity line of credit. Since the Company has elected the fair value option for its convertible notes (see Note 9), upon a draw down, a portion of the deferred asset balance will be amortized and recognized as other income (expense) on the condensed consolidated statements of operations. On the issuance date of the Company’s line of credit, the cost related to issuance of the Series E preferred shares and the warrant to purchase Series E preferred shares was recorded as a deferred asset. On the issuance date of the Company’s equity line of credit, the cost related to issuance of common stock was recorded as a deferred asset.
Goodwill
The Company performs a goodwill impairment analysis on October 1st of each year. When conducting its annual goodwill impairment assessment, the Company initially performs a qualitative evaluation to determine if it is more likely than not that the fair value of its reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform a two-step goodwill impairment test.
Notes Payable at Fair Value
The Company has elected the fair value option for the recognition of its convertible notes and notes payable, with changes in fair value recognized in the statements of operations. As a result of applying the fair value option, direct costs and fees related to the convertible notes and notes payable are recognized in other income (expense) in the condensed consolidated statements of operations. The Company includes the interest expense as a component of the notes fair value.
11
Warrants
The Company accounts for certain common stock warrants outstanding as a liability at fair value and adjusts the fair value of the instruments at each reporting period. The liability is subject to remeasurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s condensed consolidated statements of operations. The fair value of the warrants issued by the Company was estimated using the Black-Scholes model.
SLOC
The Company accounts for its warrants related to the SLOC as stockholders’ equity, and therefore, the warrants are not revalued after issuance. The Company uses the Black-Scholes model to value the warrants at issuance.
As of September 30, 2023, since no loan amounts were drawn down, the SLOC warrant is recorded as a deferred asset on the condensed consolidated balance sheets at fair value and will be amortized over the life of the SLOC. Upon a draw down, the remaining balance of the deferred asset would be reclassified to debt discount and amortized under the effective interest method over the one-year term of the loan.
Purchase Order Warrants
The Company accounts for its warrants issued in connection with purchase orders in accordance with ASC 606. With respect to the warrant, the Company accounts for it as consideration payable to a customer under ASC 606, as it relates to the future purchases. The Company measured the fair value of the warrant using the Black-Scholes model on the issuance date, with the value being recognized as a prepaid asset in the condensed consolidated balance sheets, up to the recoverable value represented by the value of the contract.
Net Loss per Share Attributable to Common Stockholders
Basic net loss per share attributable to common stockholders is computed using the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share attributable to common stockholders is computed using the sum of the weighted-average number of shares of common stock outstanding during the period and the effect of dilutive securities.
As the Company was in a net loss position for the three and nine months ended September 30, 2023 and 2022, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders because the effects of potentially dilutive securities are antidilutive.
| September 30, | ||||||||
| 2023 | 2022 | |||||||
| Series A preferred stock | ||||||||
| Series B preferred stock | ||||||||
| Series C preferred stock | ||||||||
| Series D preferred stock | ||||||||
| Series F preferred stock | ||||||||
| Series F-1 preferred stock | ||||||||
| Series F-2 preferred stock | ||||||||
| Warrants to purchase common stock (excluding penny warrants) | ||||||||
| Warrants to purchase Series E preferred stock | ||||||||
| Options to purchase common stock | ||||||||
| Unvested restricted stock units | ||||||||
| Commitment shares | ||||||||
| Total | ||||||||
12
Note 3 – Acquisitions
On
January 3, 2023, the Company acquired certain assets and assumed liabilities from Amerigen 7, which was accounted for as a business combination
as the Company concluded that the transferred set of activities and assets related to the acquisition constituted a business. The Company
paid cash consideration of approximately $
| Property and equipment | $ | |||
| Intangible assets | ||||
| Security deposits | ||||
| Accrued expenses | ( | ) | ||
| Notes payable | ( | ) | ||
| Total identifiable assets and liabilities acquired | ( | ) | ||
| Goodwill | ||||
| Total purchase consideration | $ |
The Company engaged an independent valuation specialist to conduct a valuation analysis of the identifiable intangible assets acquired by the Company with the objective of estimating the fair value of such assets as of January 3, 2023. The valuation specialist utilized the income approach, specifically the multi-period excess earnings method, to value the existing customer relationship.
Note 4 – Prepaid and Other Current Assets
| September 30, 2023 | December 31, 2022 | |||||||
| License fees | $ | $ | ||||||
| Notes receivable | ||||||||
| Professional fees | ||||||||
| Insurance | ||||||||
| Hudson warrant * | ||||||||
| Other | ||||||||
| Total | $ | $ | ||||||
| * |
Note 5 – Property & Equipment, Net
| September 30, | December 31, | |||||||
| 2023 | 2022 | |||||||
| Equipment | $ | $ | ||||||
| Leasehold improvements | ||||||||
| Vehicles | ||||||||
| Computers | ||||||||
| Construction-in-progress | ||||||||
| Total | ||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| Property and equipment, net | $ | $ | ||||||
Depreciation
expense for the three months ended September 30, 2023 and 2022 was $
13
Note 6 – Intangible Assets, Net
| September 30, | December 31, | |||||||
| 2023 | 2022 | |||||||
| Patents | $ | $ | ||||||
| Research license | ||||||||
| Customer relationships | ||||||||
| Total | ||||||||
Less: accumulated amortization | ( | ) | ( | ) | ||||
| Intangible assets, net | $ | $ | ||||||
| Estimated Amortization Expense | ||||
| Nine months ended December 31, 2023 | $ | |||
| Year ended December 31, 2024 | ||||
| Year ended December 31, 2025 | ||||
| Year ended December 31, 2026 | ||||
| Year ended December 31, 2027 and thereafter | ||||
| Total | $ | |||
For
the three months ended September 30, 2023 and 2022, amortization expense was approximately $
Note 7 – Deferred Debt Issuance Costs
| September 30, 2023 | December 31, 2022 | |||||||
| Standing letter of credit | $ | $ | ||||||
| Equity letter of credit | ||||||||
| Line of credit | $ | |||||||
| Total | ||||||||
| Accumulated amortization | ( | ) | ( | ) | ||||
| Deferred debt issuance costs | $ | $ | ||||||
14
SLOC
For
the three months ended September 30, 2023 and 2022, the Company recognized amortization expense of approximately $
Equity line of credit
In July 2023, the Company entered into the equity
line of credit (“ELOC”) for the right to sell common stock shares to an investor and recorded deferred debt issuance costs
of approximately $
Line of Credit
In
February 2023, the Company entered into its line of credit and recorded deferred debt issuance costs of approximately $
Note 8 – Accrued Expenses
| September 30, 2023 | December 31, 2022 | |||||||
| Payroll and related expenses | $ | $ | ||||||
| Bonus | ||||||||
| Taxes | ||||||||
| Insurance | ||||||||
| Other expenses | ||||||||
| Total | $ | $ | ||||||
Note 9 – Notes Payable
Convertible Notes
2022 Notes
In October 2022, the Company issued convertible
notes (the “2022 Notes”) with a principal balance of approximately $
In
February 2023, the Company entered into waiver agreements with holders of the 2022 Notes which extended the
15
In March 2023, the Company entered into the waiver
agreements with holders of the 2022 Notes to eliminate the minimum pricing covenant as it relates to Company’s at-the-market facility.
As consideration for this agreement, the Company provided the holders with two options to choose from (i) to take an additional
In May 2023, the Company entered into an inducement
agreements with the investors to reduce the conversion price of the 2022 Notes in an aggregate principal amount equal to $
The
Company elected to account for the 2022 Notes under the fair value option. For the inducement agreements that were entered into as described
above, the Company accounted for the change in the terms through the fair value adjustment of $2.7 million, which is included in the
change in fair value of notes on the condensed consolidated statements of operations, upon the settlement of $
Senior Secured Notes
In
January 2023, the Company issued senior secured notes (“Senior Secured Notes”) with a principal balance of approximately
$
In
May 2023, the Company entered into several amendments to extend the Senior Secured Notes maturity date with the investors. In exchange,
the Company issued a total of
The
Company concluded that a troubled debt restructuring did not occur, but an extinguishment of the outstanding senior secured notes occurred.
Subsequent to the extinguishment, the Company concluded to account for the Senior Secured Notes using the fair value option. The Company
recorded an extinguishment loss of $
On
June 4, 2023, $
On
June 30, 2023, the Company and the remaining investors agreed to extend the maturity date of the 2023 Notes until July 31, 2023, in exchange
for
On
July 10, 2023, the Company and the remaining investors entered into a forbearance agreement, which was subsequently amended on July 14,
2023. The forbearance agreement provides that the investor shall forbear the exercise of its rights and remedies due to certain events
of defaults under the Senior Secured Notes, including payment, until December 31, 2023, in exchange for a non-refundable and indefeasible
payment of $
16
2023 Note
In
February 2023, upon drawing down on the line of credit, the Company issued a Secured Promissory Note (the “2023 Note”) totaling
$
In
April 2023, the Company entered into a first amendment to the 2023 Note with the lender, pursuant to which the lender agreed to extend
the maturity date of the 2023 Note balance until May 1, 2023 in exchange for
On
May 1, 2023, the Company entered into a second amendment to the 2023 Note with the lender, pursuant to which the lender agreed to extend
the
On
May 15, 2023, the Company entered into a third amendment to the 2023 Note with the lender, pursuant to which the lender agreed to extend
the maturity date of the 2023 Note until June 7, 2023 in exchange for
On
May 16, 2023, the Company made a second draw of $
On
May 26, 2023, the Company made a third draw of $
On
May 26, 2023, the Company entered into a fourth amendment to the 2023 Note, pursuant to which the Company will issue to the holder a
convertible promissory note in the principal amount of $
On
June 13, 2023, the Company partially redeemed the principal of the 2023 Note. In addition to the accrued interest and commitment fees,
the total redeemed balance was approximately $
On
June 30, 2023, the Company and the line of credit lender agreed to amend the 2nd 2023 Note and the 3rd 2023 Note
to extend the
During
July 2023, the Company repaid the outstanding balance of the 2nd 2023 Note and 3rd 2023 Note for cash of $
17
Demand Note
Between May 17 and May 18, 2023, the Company issued secured demand
promissory notes (the “Demand Notes”) in an aggregate principal amount equal to $
On May 30, 2023, the Company issued secured demand promissory notes
(the “2nd Demand Notes”) in an aggregate principal amount equal to $
On
July 25, 2023, the Company entered into the Demand Secured Promissory Note Agreement (“Q3 Demand Notes”) with two investors
for a purchase price of $
Note 10 - Fair Value Measurements
| Fair value measured at September 30, 2023 | ||||||||||||||||
| Total carrying value | Quoted prices in active markets (Level 1) | Significant other observable inputs (Level 2) | Significant unobservable inputs (Level 3) | |||||||||||||
| Liabilities: | ||||||||||||||||
| Warrant liability | $ | | $ | $ | $ | | ||||||||||
| Fair value measured at December 31, 2022 | ||||||||||||||||
| Total carrying value | Quoted prices in active markets (Level 1) | Significant other observable inputs (Level 2) | Significant unobservable inputs (Level 3) | |||||||||||||
| Liabilities: | ||||||||||||||||
| Convertible notes | $ | $ | $ | $ | | |||||||||||
| Warrant liability | $ | $ | $ | $ | ||||||||||||
For
the nine months ended September 30, 2023 there was a decrease of approximately $
2022 Convertible Notes at Fair Value
The fair value of the 2022 Notes on the issuance dates, and as of September 30, 2023 were estimated using a Monte Carlo simulation to capture the path dependencies intrinsic to their terms. The significant unobservable inputs used in the fair value measurement of the Company’s convertible notes are the common stock price, volatility, and risk-free interest rates. The Company elected the fair value option when recording its 2022 Notes and the 2022 Notes were classified as liabilities and measured at fair value on the issuance date, with changes in fair value recognized as other income (expense) on the statements of operations and disclosed in the condensed consolidated financial statements.
18
During
the nine months ended September 30, 2023, seven noteholders converted a portion of their 2022 Notes into
In February 2023, the Company entered into waiver agreements with holders of the 2022 Notes (See Note 9). In connection with the waiver agreement, the 2022 Notes were revalued as of the amendment date.
In
March 2023, the Company entered into the second waiver agreements with holders of the 2022 Notes (See Note 9). A number of holders elected
to increase the principal balance of their notes. The Company revalued the respective notes on the date prior to the amendment date and
again on the amendment date. The change in fair value related to the amendment of these 2022 Notes was approximately $
In
June 2023, the Company entered into an exchange agreement and $
Line of Credit
In
February 2023, the Company drew down $
In
May 2023, the Company drew down $
As of September 30, 2023, there was no outstanding balance related to the 2023 Notes.
| Convertible Notes | Warrant Liability | |||||||
| Balance at December 31, 2022 | $ | $ | ||||||
| Conversion of 2022 Notes | ( | ) | ||||||
| Issuance of 2023 Notes in connection with line of credit | ||||||||
| Change in fair value of 2022 Notes in connection with March waiver agreement | ||||||||
| Senior Secured Notes - reclass to fair value option | ||||||||
| Conversion of 2022 Notes into Series F in connection with exchange agreements | ( | ) | ||||||
| Conversion of 2022 Notes | ( | ) | ||||||
| Settlement in connection with line of credit | ( | ) | ||||||
| Issuance of 2nd 2023 Notes and 3rd 2023 Notes | ||||||||
| Repayment of line of credit, 2nd 2023 Notes and 3rd 2023 Notes | ( | ) | ||||||
| Settlement in connection with Senior Secured Notes | ( | ) | ||||||
| Warrants issued in connection with Senior Secured Notes | ||||||||
| Warrants issued in connection with line of credit | ||||||||
| Warrants issued in connection with inducement agreement | ||||||||
| Warrants issued in connection with February waiver agreement | ||||||||
| Fair value of warrants exercised | ( | ) | ||||||
| Loss on extinguishment of warrant liability | ||||||||
| Warrants Issued in connection with Demand Notes to Series F exchange | ||||||||
| Warrants Issued in connection with Senior Secured Notes to Series F exchange | ||||||||
| Warrants Issued in connection with 2022 Notes to Series F exchange | ||||||||
| Warrants Issued in connection with Series D to Series F exchange | ||||||||
| Warrants Issued in connection with Series F-1 | ||||||||
| Warrants Issued in connection with Series F-2 | ||||||||
| Change in fair value | ( | ) | ( | ) | ||||
| Balance at September 30, 2023 | $ | - | $ | |||||
19
Warrants
2022 Notes
In
connection with the 2022 Notes, the Company issued
February Waiver Agreement
In
connection with the February waiver agreement, the Company issued
As of September 30, 2023, there were
Series F Preferred Stock Exchange Agreements
In connection with the Series F preferred stock
exchange agreements, the Company issued
Senior Secured Notes
In
connection with the issuance of the Senior Secured Notes in January 2023 (See Note 9), the Company issued
Line of Credit
In
February 2023, in connection with the issuance of its line of credit, the Company issued
Series F-1 and F-2 Issuances
As
part of the Series F-1 and F-2 preferred stock issuances, the Company issued
The warrants were classified as liabilities and measured at fair value on the grant date, with changes in fair value recognized as other income (expense) on the condensed consolidated statements of operations.
20
| Series F / F-1 / F-2 | 2022 Notes | Warrants - Senior Secured Note | Warrants - Series E - Line of Credit | December 31, 2022 | ||||||
| Date | ||||||||||
| Dividend yield | ||||||||||
| Expected price volatility | ||||||||||
| Risk free interest rate | ||||||||||
| Expected term (in years) |
Note 11 – Stockholders’ Equity
Preferred Stock
As
of September 30, 2023, there were
Series A Preferred Sock
As
of September 30, 2023 and December 31, 2022,
Series B Preferred Stock
As
of September 30, 2023 and December 31, 2022,
Series C Preferred Stock
As
of September 30, 2023 and December 31, 2022,
Series D Preferred Stock
As
of September 30, 2023 and December 31, 2022, and
Series E Preferred Stock
On
February 1, 2023, the Company’s Board of Directors authorized
On
February 2, 2023, in connection with its line of credit, the Company issued
As of September 30, 2023, following Series E preferred stock conversions, shares of Series E preferred stock are issued and outstanding. There were no shares of Series E preferred stock issued and outstanding as of December 31, 2022.
21
Series F Preferred Stock
On
June 4, 2023, the Company entered into exchange agreements with (i) the 2022 Notes investors for the exchange of 2022 Notes in the aggregate
principal amount of $
In addition, the Company issued new five-year
warrants to purchase an aggregate of
In
July 2023, the Company converted
Series F-1 Preferred Stock
On June 13, 2023, the Company issued
The
Company allocated the proceeds of $
In
July 2023, the Company converted
22
Series F-2 Preferred Stock Offering
On
June 14, 2023, the Company issued
The
Company allocated the proceeds of $
As
of September 30, 2023 and December 31, 2022,
Common Stock
Authorized Shares
As
of September 30, 2023, there were
Warrant Exercises
During
the nine months ended September 30, 2023, the Company issued
During
the nine months ended September 30, 2023, the Company issued
At-the-Market Offering
As of September 30, 2023, the Company has received net proceeds on
sales of
Equity Line of Credit
On
July 20, 2023 (“Closing Date”), the Company entered into the ELOC with a purchaser (“ELOC Purchaser”) whereby
the Company has the right to sell up to an aggregate of $
The
purchase price of the shares of common stock that the Company elects to sell to the pursuant to the ELOC Purchase Agreement will be equal
to
On
the Closing Date,
23
As of September 30, 2023, the Company received
net proceeds on sales of
Note 12 – Stock-Based Compensation
Stock Options
The
Company grants equity-based compensation under its 2020 Long-Term Incentive Plan (the “2020 Plan”) and its 2016 Equity Incentive
Plan (the “2016 Plan”). The 2020 Plan and 2016 Plan allows the Company to grant incentive and nonqualified stock options,
and shares of restricted stock to its employees, directors and consultants. On June 14, 2019, the Board of Directors of the Company approved
increasing the number of shares allocated to the Company’s 2016 Equity Incentive Plan from
On
December 16, 2020, the Company adopted its 2020 Plan. Under the 2020 Plan, there are
Under the 2016 Plan and the 2020 Plan, upon the exercise of stock options and issuance of fully vested restricted common stock, shares of common stock may be withheld to satisfy tax withholdings. The Company intends to net settle certain employee options to ensure adequate authorized shares under the Incentive Plan.
On
December 22, 2022, the Company adopted its 2022 Long-Term Incentive Plan (the “2022 Plan”). Under the 2022 Plan, there are
| Shares Underlying Options | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term (Years) | Aggregate Intrinsic Value | |||||||||||||
| Outstanding at December 31, 2022 | $ | $ | ||||||||||||||
| Forfeited | ( | ) | $ | - | ||||||||||||
| Outstanding at September 30, 2023 | $ | $ | ||||||||||||||
| Exercisable at September 30, 2023 | $ | $ | ||||||||||||||
Stock-Based Compensation
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| Research and development expenses | $ | $ | $ | $ | ||||||||||||
| Selling, general and administrative expenses | ||||||||||||||||
| Total stock-based compensation | $ | $ | $ | $ | ||||||||||||
As of September 30, 2023, the total unrecognized stock-based compensation cost related to outstanding unvested stock options that are expected to vest was $0.1 million, which the Company expects to recognize over an estimated weighted-average period of 2.5 years.
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Restricted Stock Units
| Number of Shares | Weighted Average Grant-Date Fair Value | |||||||
| Unvested at December 21, 2022 | $ | |||||||
| Vested | ( | ) | $ | |||||
| Unvested at September 30, 2023 | $ | |||||||
Note 13 – Warrants
| Shares Underlying Warrants | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term (Years) | Aggregate Intrinsic Value | |||||||||||||
| Outstanding at December 31, 2022 | $ | $ | ||||||||||||||
| Issued | $ | |||||||||||||||
| Exercised | ( | ) | $ | |||||||||||||
| Outstanding at September 30, 2023 | $ | $ | ||||||||||||||
Liability Classified Warrants
Senior Secured Note
During
the nine months ended September 30, 2023, the Company issued
Line of Credit
During
the nine months ended September 30, 2023, in connection with its line of credit, the Company issued
2022 Notes
In
connection with the 2022 Notes, the Company issued
During
the nine months ended September 30, 2023, the Company entered into a warrant inducement and exercise agreement with certain holders.
Under the terms of the agreement, the holders exercised
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On
February 28, 2023, the Company entered into waiver agreements with holders of the 2022 Notes and issued
Exchange Warrants, F-1 Warrants, and F-2 Warrants
In
connection with the exchange agreement, the Company issued new five-year warrants to purchase an aggregate of
In
connection with the issuance of the Series F-1 preferred stock, the noteholders will receive five-year warrants to purchase an aggregate
of
In
connection with the issuance of the Series F-2 preferred stock, the noteholders will receive five-year warrants to purchase an aggregate
of
Purchase Order Warrants
On
August 12, 2022, the Company entered into two Purchase Orders (PO’s) with Hudson Pacific Properties, L.P. (“Hudson”)
for the purchase of the Company’s Smart Window Inserts™ (“Inserts”). The PO’s have a value of $
Because Hudson is a customer, the Company accounts for the PO’s and warrants under ASC 606. As the performance obligations have not yet been satisfied, the Company has not recognized any revenue in connection with Hudson during the nine months ended September 30, 2023.
The
Company measured the fair value of the warrant using the Black-Scholes valuation model on the issuance date, with the value being recognized
as a prepaid asset up to the recoverable value represented by the value of the contract. The fair value of the warrant on the issuance
date totaled $
SLOC
In connection with the SLOC, on March 17, 2022
the Company issued a warrant for
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Note 14 – Commitments and Contingencies
Operating Leases
The Company leases laboratory spaces, warehouse and office facilities with lease terms ranging from three to five years. These leases require monthly lease payments that may be subject to annual increases throughout the lease term. Certain operating leases also include renewal options at the election of the Company to renew or extend the lease. The Company evaluates renewal options at lease inception and on an ongoing basis and includes renewal options that it is reasonably certain to exercise in its expected lease terms when classifying leases and measuring lease liabilities.
As of September 30, 2023, the Company had operating
lease liabilities of approximately $
| Three Months Ended September 30, | Nine months Ended September 30, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| Operating leases: | ||||||||||||||||
| Operating lease cost | $ | $ | $ | $ | ||||||||||||
| Variable lease cost | ||||||||||||||||
| Operating lease expense | $ | $ | $ | $ | ||||||||||||
| Nine months Ended September 30, | ||||||||
| 2023 | 2022 | |||||||
| Operating cash flows - operating leases | $ | $ | ||||||
| Right-of-use assets obtained in exchange for operating lease liabilities | $ | $ | ||||||
| September 30, | ||||||||
| 2023 | 2022 | |||||||
| Weighted-average remaining lease term (years) | ||||||||
| Weighted-average discount rate | % | % | ||||||
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| Operating | ||||
| Leases | ||||
| Three months ended December 31, 2023 | $ | |||
| Year ended December 31, 2024 | ||||
| Year ended December 31, 2025 | ||||
| Year ended December 31, 2026 | ||||
| Year ended December 31, 2027 | ||||
| Total | ||||
| Less present value discount | ( | ) | ||
| Operating lease liabilities | $ | |||
Litigation
From time to time, the Company is also involved in various other claims and legal actions that arise in the ordinary course of business. Although the results of litigation and claims cannot be predicted with certainty, the Company does not believe that the ultimate resolution of these actions will have a material adverse effect on its financial position, results of operations, liquidity or capital resources.
Future litigation may be necessary to defend ourselves and our partners by determining the scope, enforceability and validity of third party proprietary rights or to establish the Company’s proprietary rights. The results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors.
Note 15 – Subsequent Events
The Company has evaluated all subsequent events through the date of filing, November 14, 2023, of this Quarterly Report on Form 10-Q with the SEC, to ensure that this filing includes appropriate disclosure of events both recognized in the condensed consolidated financial statements as of September 30, 2023, and events which occurred after September 30, 2023, but which were not recognized in the financial statements. The Company has determined that there were no subsequent events which required recognition, adjustment to or disclosure in the financial statements.
ATM Offering
Subsequent to September 30, 2023, the Company
received net proceeds on sales of
Delisting Notice
On October 19, 2023, the Company received
a letter (the “Nasdaq Staff Deficiency Letter”) from 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 $
In accordance with Nasdaq Listing Rule 5810(c)(3)(A),
the Company has been provided an initial period of 180 calendar days, or until April 16, 2024, to regain compliance with the Bid Price
Rule. The letter states that the Nasdaq staff will provide written notification that the Company has achieved compliance with Bid Price
Rule if at any time before April 16, 2024, the bid price of the Company’s common stock closes at $
The Company intends to monitor the bid price of its common stock and consider available options if its common stock does not trade at a level likely to result in the Company regaining compliance with the Bid Price Rule by April 16, 2024.
If the Company does not regain compliance with the Bid Price Rule by April 16, 2024, the Company may be eligible for an additional 180 calendar day compliance period. To qualify, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the Bid Price Rule, and will need to provide written notice of its intention to cure the deficiency during the second compliance period, for example, by effecting a reverse stock split, if necessary. However, if it appears to the Nasdaq staff that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, Nasdaq will notify the Company that its securities will be subject to delisting. In the event of such a notification, the Company may appeal the Nasdaq staff’s determination to delist its securities. There can be no assurance that the Company will be eligible for the additional 180 calendar day compliance period, if applicable, or that the Nasdaq staff would grant the Company’s request for continued listing subsequent to any delisting notification.
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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the condensed consolidated financial statements and related notes thereto included elsewhere in this report. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in the section titled “Risk Factors” included elsewhere in this report.
As an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012, we can take advantage of an extended transition period for complying with new or revised accounting standards. This allows an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are electing to delay our adoption of such new or revised accounting standards. As a result of this election, our condensed consolidated financial statements may not be comparable to the condensed financial statements of other public companies.
Overview
We were incorporated in the State of Delaware on April 20, 2015. Effective October 6, 2017, our name was changed to Crown Electrokinetics Corp. from 3D Nanocolor Corp.
On January 26, 2021, we completed our public offering, and our common stock began trading on the Nasdaq Capital Market (Nasdaq) under the symbol CRKN.
We commercialize technology for smart or dynamic glass. Our electrokinetic glass technology is an advancement on microfluidic technology that was originally developed by HP Inc.
On December 20, 2022, we incorporated Crown Fiber Optics Corp., a Delaware based entity, to own and operate our acquired business from the acquisition of Amerigen 7, LLC (“Amerigen 7”) in January 2023. Crown Fiber Optics Corp. is accounted for as our wholly- owned subsidiary.
Reverse Stock Split
On August 11, 2023, our board of directors authorized a reverse stock split (‘Reverse Stock Split”) at an exchange ratio of one-for-60 basis. The number of authorized shares and the par value of the common stock was not adjusted as a result of the Reverse Stock Split. In connection with the Reverse Stock Split, the conversion ratio for our outstanding preferred stock was proportionately adjusted such that the common stock issuable upon conversion of such preferred stock was decreased in proportion to the Reverse Stock Split. All references to common stock and options to purchase common stock share data, per share data and related information contained in the condensed consolidated financial statements have been adjusted to reflect the effect of the Reverse Stock Split.
Components of Operating Results
Revenue
Revenue include fiber splicing services as required based on short-term work orders assigned by customers. We recognize revenue immediately upon completion of each work order in the amount that reflects the consideration to which we expect to be entitled.
Cost of Revenue
Cost of revenue primarily consists of cost of inventory sold during the period (net of discounts and allowances), storage costs, direct labor, shipping and handling costs, and allocated overhead
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Gross Profit
Gross profit have been, and will continue to be, affected by a variety of factors, including those that may affect our revenue set forth above and factors that may affect our cost of revenue.
Operating Expenses
Our operating expenses consist of (i) research and development expenses and (ii) selling, general and administrative expenses.
Research and Development Expenses
Research and development expenses primarily consist of compensation and related costs for personnel (including stock-based compensation expenses), materials, supplies, technology and software license amortization and equipment depreciation.
Selling, General and Administrative Expenses
Selling, general and administrative expenses primarily consist of personnel costs, including salaries, bonus and benefit costs, professional fees, stock-based compensation, facility costs (including rent, property taxes, utilities, common area maintenance and insurance), audit and compliance expenses, advertising and marketing expenses and other administrative costs.
Other Income (Expense)
Interest Expense
Interest expenses consist primarily of amortization expense from our line of credits. Refer to Note 7 on our condensed consolidated financial statements for additional information.
Loss on Extinguishment of Warrant Liability
Loss on extinguishment of warrant liability relates to the loss recognized on the settlement of our warrant liabilities. Refer to Note 10 on our condensed consolidated financial statements for additional information.
Loss on Extinguishment of Debt
Loss on extinguishment of debt relates to the loss recognized on the settlement of our convertible notes. Refer to Note 9 on our condensed consolidated financial statements for additional information.
Gain on Issuance of Convertible Notes
Gain on issuance of convertible notes relates to the gain recognized due to the change in fair value of our convertible notes. Refer to Note 10 on our condensed consolidated financial statements for additional information.
Change in Fair Value of Warrants
Change in fair value of warrants relates to changes in the fair value of our warrants which were remeasured to fair value in each reporting period. Refer to Note 10 on our condensed consolidated financial statements for additional information.
Change in Fair Value of Notes
Change in fair value of notes relates to changes in the fair value of our convertible notes which were remeasured to fair value in each reporting period. Refer to Note 10 on our condensed consolidated financial statements for additional information.
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Change in Fair Value of Derivative Liability
Change in fair value of derivative liability relates to changes in the fair value of our derivative liability which was remeasured to fair value in each reporting period. Refer to Note 11 on our condensed consolidated financial statements for additional information.
Other Expense
Other expenses consist primarily of various other expenses.
Results of Operations for the Three and Nine Months Ended September 30, 2023 Compared to the Three and Nine Months Ended September 30, 2022 (in thousands):
| Three Months Ended | Nine months Ended | |||||||||||||||||||||||
| September 30, | September 30, | |||||||||||||||||||||||
| 2023 | 2022 | Change | 2023 | 2022 | Change | |||||||||||||||||||
| Revenue | $ | - | $ | - | $ | - | $ | 59 | $ | - | $ | 59 | ||||||||||||
| Cost of revenue | - | - | - | 54 | - | 54 | ||||||||||||||||||
| Gross profit | - | - | - | 5 | - | 5 | ||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||
| Research and development | 492 | 955 | (463 | ) | 1,523 | 3,523 | (2,000 | ) | ||||||||||||||||
| Selling, general and administrative | 2,941 | 2,160 | 781 | 10,926 | 8,634 | 2,292 | ||||||||||||||||||
| Total operating expense | 3,433 | 3,115 | 318 | 12,449 | 12,157 | 292 | ||||||||||||||||||
| Loss from operations | (3,433 | ) | (3,115 | ) | (318 | ) | (12,444 | ) | (12,157 | ) | (287 | ) | ||||||||||||
| Other income (expense) | ||||||||||||||||||||||||
| Interest expense | (2,445 | ) | (1 | ) | (2,444 | ) | (6,970 | ) | (6 | ) | (6,964 | ) | ||||||||||||
| Loss on extinguishment of warrant liability | - | - | - | (504 | ) | - | (504 | ) | ||||||||||||||||
| Loss on extinguishment of debt | - | - | - | (2,345 | ) | - | (2,345 | ) | ||||||||||||||||
| Gain on issuance of convertible notes | - | - | - | 64 | - | 64 | ||||||||||||||||||
| Change in fair value of warrants | 2,688 | - | 2,688 | 10,424 | - | 10,424 | ||||||||||||||||||
| Change in fair value of notes | (40 | ) | - | (40 | ) | (7,040 | ) | - | (7,040 | ) | ||||||||||||||
| Change in fair value of derivative liability | 401 | 401 | 401 | 401 | ||||||||||||||||||||
| Other expense | (30 | ) | - | (30 | ) | (1,264 | ) | - | (1,264 | ) | ||||||||||||||
| Total other income (expense) | 574 | (1 | ) | 575 | (7,234 | ) | (6 | ) | (7,228 | ) | ||||||||||||||
| Loss before income taxes | (2,859 | ) | (3,116 | ) | 257 | (19,678 | ) | (12,163 | ) | (7,515 | ) | |||||||||||||
| Net loss | $ | (2,859 | ) | $ | (3,116 | ) | $ | 257 | $ | (19,678 | ) | $ | (12,163 | ) | $ | (7,515 | ) | |||||||
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Revenue
No revenue was recognized by the Company during the three months ended September 30, 2022 and September 30, 2023. Revenue is generated by the Company’s wholly-owned subsidiary, Crown Fiber Optics Corporation, and was $0.1 million for the nine months ended September 30, 2023. No revenue was recognized by the Company during the nine months ended September 30, 2022.
Cost of Revenue
No cost of revenue was recognized by the Company during the three months ended September 30, 2022 and September 30, 2023. Cost of revenue is generated by the Company’s wholly-owned subsidiary, Crown Fiber Optics Corporation, and was $0.1 million for the nine months ended September 30, 2023. No cost of revenue was recognized by the Company during the nine months ended September 30, 2022.
Research and Development
Research and development expenses were $0.5 million and $1.0 million for the three months ended September 30, 2023 and 2022, respectively. The decrease of $0.5 million is primarily related to a decrease in salaries and benefits.
Research and development expenses were $1.5 million and $3.5 million for the nine months ended September 30, 2023 and 2022, respectively. The decrease of $2.0 million is primarily related to a decrease in salaries and benefits of $1.9 million and $0.1 million of other expenses.
Selling, General and Administrative
Selling, general and administrative (“SG&A”) expenses were $2.9 million and $2.2 million for the three months ended September 30, 2023 and 2022, respectively. The $0.7 million increase in SG&A expenses is primarily due to an increase in salaries and benefits for Crown Fiber Optics of $0.2 million and $0.5 million in consolidated professional fees.
Selling, general and administrative (“SG&A”) expenses were $10.9 million and $8.6 million for the nine months ended September 30, 2023 and 2022, respectively. The $2.3 million increase in SG&A expenses is primarily due to an increase in salaries and benefits for Crown Fiber Optics of $2.6 million, partially offset by a decrease in salaries and benefits for Crown Electrokinetics of $0.3 million.
Interest Expense
Interest expenses was $2.5 million for the three months ended September 30, 2023 and was immaterial for the three months ended September 30, 2022. Interest expenses for the three months ended September 30, 2023 primarily consisted of amortization expense from our line of credits.
Interest expenses was $7.0 million for the nine months ended September 30, 2023 and was immaterial for the nine months ended September 30, 2022. Interest expenses for the nine months ended September 30, 2023 primarily consisted of amortization expense from our line of credits.
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Loss on Extinguishment of Warrant Liability
Loss on extinguishment of warrant liability was $0.5 million for the nine months ended September 30, 2023 and was zero for the nine months ended September 30, 2022. Loss on extinguishment of warrant liability for the nine months ended September 30, 2023 primarily consisted of settlement of our warrant liabilities.
Loss on Extinguishment of Debt
Loss on extinguishment of debt was $2.3 million for the nine months ended September 30, 2023 and was zero for the nine months ended September 30, 2022. Loss on extinguishment of debt for the nine months ended September 30, 2023 primarily consisted of settlement of our convertible notes.
Gain on Issuance of Convertible Notes
Gain on issuance of convertible notes was $0.1 million for the nine months ended September 30, 2023 and was zero for the three months ended September 30, 2022. Gain on issuance of convertible notes for the nine months ended September 30, 2023 was related to the gain on our 2023 Note.
Change in Fair Value of Warrants
Change in fair value of warrants was $2.7 million for the three months ended September 30, 2023 and was zero for the three months ended September 30, 2022. Change in fair value of warrants for the three months ended September 30, 2023 is related to the fair value gain from the remeasurement of our warrants.
Change in fair value of warrants was $10.4 million for the nine months ended September 30, 2023 and was zero for the nine months ended September 30, 2022. Change in fair value of warrants for the nine months ended September 30, 2023 is related to the fair value gain from the remeasurement of our warrants.
Change in Fair Value of Notes
Change in fair value of notes was $40,000 for the three months ended September 30, 2023 and was zero for the three months ended September 30, 2022. Change in fair value of notes for the three months ended September 30, 2023 is related to the fair value gain from the remeasurement of our convertible notes.
Change in fair value of notes was $7.0 million for the nine months ended September 30, 2023 and was zero for the nine months ended September 30, 2022. Change in fair value of notes for the nine months ended September 30, 2023 is related to the fair value gain from the remeasurement of our convertible notes.
Change in Fair Value of Derivative Liability
Change in fair value of derivative liability was $0.4 million for the three months ended September 30, 2023 and was zero for the three months ended September 30, 2022. Change in fair value of notes for the three months ended September 30, 2023 is related to the fair value gain from the remeasurement of the derivative liability.
Change in fair value of notes was $0.4 million for the nine months ended September 30, 2023 and was zero for the nine months ended September 30, 2022. Change in fair value of derivative liability for the nine months ended September 30, 2023 is related to the fair value gain from the remeasurement of our derivative liability.
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Other Expense
Other expense was $30,000 for the three months ended September 30, 2023 and was zero for the three months ended September 30, 2022. Other expense for the three months ended September 30, 2023 primarily consisted of various other expenses.
Other expense was $1.3 million for the nine months ended September 30, 2023 and was zero for the nine months ended September 30, 2022. Other expense for the nine months ended September 30, 2023 primarily consisted of various other expenses.
Liquidity and Going Concern
| September 30, | September 30, | |||||||
| 2023 | 2022 | |||||||
| Cash and cash equivalents at the beginning of the period | $ | 821 | $ | 6,130 | ||||
| Net cash used in operating activities | (11,809 | ) | (8,049 | ) | ||||
| Net cash used in investing activities | (1,729 | ) | (339 | ) | ||||
| Net cash provided by financing activities | 14,773 | 2,600 | ||||||
| Cash and cash equivalents at the end of the period | $ | 2,056 | $ | 342 | ||||
As of September 30, 2023, we had an accumulated deficit of approximately $107.7 million. During the nine months ended September 30, 2023, we incurred net loss of $19.7 million, and used approximately $11.8 million in net cash in operating activities.
During the nine months ended September 30, 2023, we received net proceeds on sales of shares of common stock under the at-the-market offering sales agreement of approximately $3.8 million (after deducting $0.1 million in commissions and expenses) at a weighted average price of $4.98 per share.
During the nine months ended September 30, 2023, in connection with its 2022 Notes, we entered into a warrant inducement and exercise agreement with certain holders. Under the terms of the agreement, the holders exercised 106,764 warrants with a fair value of approximately $0.8 million and we issued 106,764 new warrants to purchase shares of its common stock with a fair value of $1.3 million. We recognized a loss on extinguishment of the warrants of approximately $0.5 million which is included in other expense on the accompanying condensed consolidated statement of operations.
On January 3, 2023, we received net proceeds of $1.0 million from the issuance of senior secured notes with a principal balance of $1.2 million and a debt discount of $0.2 million.
On February 2, 2023, we withdrew $2.0 million under the line of credit. Upon drawing down on the line of credit, we issued the 2023 Note which is due and payable 60 days from the issuance date.
On April 4th, 2023, we made a $0.3 million payment on the note balance.
On May 16, 2023, we made a second draw of $0.2 million under the line of credit. Upon drawing down on the line of credit, we issued a second Secured Promissory Note (the “2nd 2023 Note”) which is due and payable July 16, 2023. The 2nd 2023 Note shall accrue interest at the 15% per annum from the original funding date of the 2nd 2023 Note.
On May 26, 2023, we made a third draw of $0.2 million under the line of credit. Upon drawing down on the line of credit, we issued a third “Secured Promissory Note (the “3rd 2023 Note”) which is due and payable June 2, 2023. The 3rd 2023 Note included a $0.2 million commitment fee and does not bear interest.
On June 13, 2023, we partially redeemed the principal of the 2023 Note and fully redeemed the principal of the 2nd 2023 Note and the 3rd 2023 Note in addition to all accrued interest and commitment fees owing for approximately $2.1 million.
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Between May 17, 2023 and May 18, 2023, we issued secured demand promissory notes (the “Demand Notes”) to certain investors (the “Demand Holders”) in an aggregate principal amount equal to $0.2 million. The Demand Notes are due and payable at any time upon demand by a Demand Holder after the earlier of (i) the consummation of our first securities offering after the issuance of the Demand Notes and (ii) July 16, 2023. The Demand Notes do not bear interest.
On May 30, 2023, we issued secured demand promissory notes (the “2nd Demand Notes”) to certain investors (the “2nd Demand Holders”) in an aggregate principal amount equal to $0.1 million. The 2nd Demand Notes are due and payable at any time upon demand by a 2nd Demand Holder after the earlier of (i) the consummation of our first securities offering after the issuance of the 2nd Demand Notes and (ii) July 16, 2023. The 2nd Demand Notes do not bear interest.
On June 13, 2023, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain accredited investors (the “Series F-1 Purchasers”), pursuant to which, at the closing of the transactions contemplated by the Purchase Agreement the Series F-1 Purchasers agreed to purchase an aggregate of 3,583 shares of our Series F-1 Convertible Preferred Stock (“Series F-1 Preferred Stock”) for an aggregate purchase price of approximately $2.3 million.
On June 14, 2023, we entered into a Securities Purchase Agreement (the “Series F-2 Purchase Agreement”) with certain accredited investors (the “Series F-2 Purchasers”), pursuant to which, at the closing of the transactions contemplated by the Purchase Agreement the Series F-2 Purchasers agreed to purchase an aggregate of 1,153 shares of our Series F-2 Convertible Preferred Stock (“Series F-2 Preferred Stock”) for an aggregate purchase price of approximately $0.7 million, net of $0.1 million in legal fees.
On July 25, 2023, the Company entered into the Demand Secured Promissory Note Agreement (“Q3 Demand Notes”) with two investors for a purchase price of $20,000 each and with an original issue discount of $12,000. Upon settlement, the Company is obligated to pay a total of $0.1 million in principal for the issuance of both notes. The Q3 Demand Notes are due and payable at any time upon demand by the holder after the earlier of (i) the consummation of the Company’s first securities offering after the issuance of the Q3 Demand Notes and (ii) January 25, 2024.
We have obtained additional capital through the sale of debt or equity financings or other arrangements including through its existing at-the-market offering, $10.0 million standing letter of credit, $100.0 million line of credit, and $50.0 million equity line of credit facilities to fund operations; however, there can be no assurance that we will be able to raise needed capital under acceptable terms, if at all. The sale of additional equity may dilute existing stockholders and newly issued shares may contain senior rights and preferences compared to currently outstanding shares of common stock. Issued debt securities may contain covenants and limit our ability to pay dividends or make other distributions to stockholders. If we are unable to obtain such additional financing, future operations would need to be scaled back or discontinued. Due to the uncertainty in our ability to raise capital, we believe that there is substantial doubt in our ability to continue as a going concern for twelve months from the issuance of these condensed consolidated financial statements.
Cash Flows
Net Cash Used in Operating Activities
For the nine months ended September 30, 2023, net cash used in operating activities was $11.8 million, which primarily consisted of our net loss of $19.7 million, adjusted for non-cash expenses of $8.6 million, which primarily consisted of change in fair value of warrant liability of $10.4 million, change in fair value of derivative liability of $0.4 million, and gain on issuance of convertible notes of $0.1 million, partially offset by change in fair value of notes $7.0 million, amortization of deferred debt issuance costs of $6.8 million, loss on extinguishment of debt $2.3 million, amortization of right of use assets $1.1 million, loss on extinguishment of warrant liability $0.5 million, stock based compensation expense of $0.4 million, depreciation and amortization expense of $0.5 million, loss on disposal of equipment $0.4 million, and other expenses of $0.5 million. The net change in operating assets and liabilities was $1.0 million.
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For the nine months ended September 30, 2022, net cash used in operating activities was $8.0 million, which primarily consisted of our net loss of $12.2 million, adjusted for non-cash expenses of $3.8 million which primarily consisted of stock-based compensation expenses totaling $3.0 million, amortization of right of use assets of $0.4 million, and depreciation and amortization of $0.4 million. The net change in operating assets and liabilities was $0.3 million, primarily consisting of a decrease in prepaid and other current assets.
Net Cash Used in Investing Activities
For the nine months ended September 30, 2023, net cash used in investing activities was approximately $1.7 million, consisting of cash paid for the acquisition of Amerigen 7 of approximately $0.6 million, and purchases of equipment totaling $1.1 million.
For the nine months ended September 30, 2022, net cash was approximately $0.3 million.
Net Cash Provided by Financing Activities
For the nine months ended September 30, 2023, net cash provided by financing activities was $14.8 million, consisting of net proceed from the issuance of common stock in connection with equity line of credit of $4.5 million, net proceeds received from the issuance of common stock in connection with our at-the-market offering totaling $4.0 million, net proceeds from the issuance of our 2023 Note in connection with the line of credit of $2.4 million, net proceeds from issuance of Series F-1 preferred stock of $2.3 million, net proceeds from the exercise of common stock warrants of $2.1 million, net proceeds from the issuance of senior secured notes of $1.4 million, net proceeds from issuance of Series F-2 preferred stock of $0.7 million, partially offset by repayment of notes payable $2.3 million and offering cost for the issuance of common stock in connection with at-the-market agreement of $0.2 million.
For the nine months ended September 30, 2022, net cash provided by financing activities was $2.6 million, and consisted of proceeds of the issuance of common stock and warrants of $0.8 million, $1.0 million received in connection with the issuance of our Series D preferred stock and $0.7 million received from the issuance of common stock in connection with our at-the-market offering.
Off-Balance Sheet Arrangements
We did not have any off-balance sheet arrangements during the periods presented, and we do not currently have any off-balance sheet arrangements, as defined in the SEC rules and regulations.
Critical Accounting Policies and Significant Judgments and Estimates
Our condensed consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States, or GAAP. The preparation of our condensed consolidated financial statements requires us to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, costs and expenses. We base our estimates and assumptions on historical experience and other factors that we believe to be reasonable under the circumstances. We evaluate our estimates and assumptions on an ongoing basis. Our actual results may differ from these estimates. Our most critical accounting policies are summarized below. See Note 3 to our condensed consolidated financial statements for a description of our other significant accounting policies.
Recent Accounting Pronouncements
See Note 2 to our condensed consolidated financial statements for a description of recent accounting pronouncements applicable to our financial statements.
JOBS Act Transition Period
As an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012, we can take advantage of an extended transition period for complying with new or revised accounting standards. This allows an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are electing to delay our adoption of such new or revised accounting standards. As a result of this election, our condensed consolidated financial statements may not be comparable to the condensed financial statements of other public companies.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not required for a smaller reporting company.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain “disclosure controls and procedures,” as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer, to allow timely decisions regarding required disclosure.
The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
With respect to the quarter ended September 30, 2023, under the supervision and with the participation of our management, we conducted an evaluation of the effectiveness of the design and operations of our disclosure controls and procedures. Based upon this evaluation, our Chief Executive Officer has concluded that our disclosure controls and procedures are effective.
Management does not expect that our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control systems are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in a cost-effective control system, no evaluation of internal control over financial reporting can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been or will be detected.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the fiscal quarter ended September 30, 2023 which have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, we are also involved in various other claims and legal actions that arise in the ordinary course of business. Although the results of litigation and claims cannot be predicted with certainty, we do not believe that the ultimate resolution of these actions will have a material adverse effect on our financial position, results of operations, liquidity or capital resources.
Future litigation may be necessary to defend ourselves and our partners by determining the scope, enforceability and validity of third party proprietary rights or to establish our proprietary rights. The results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.
Item 1A. Risk Factors
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended, and are not required to provide the information required under this item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Other than those previously disclosed by the Company in its current reports on Form 8-K as filed with the SEC, there have been no unregistered sales of the Company’s equity securities during the period covered by this Quarterly Report.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
N/A
Item 5. Other Information
N/A
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Item 6. Exhibits
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.
| Crown Electrokinetics Corp. | |
| Dated: November 14, 2023 | /s/ Doug Croxall |
| Doug Croxall | |
| Chief Executive Officer and | |
| Principal Executive Officer | |
| Dated: November 14, 2023 | /s/ Joel Krutz |
| Joel Krutz | |
| Chief Financial Officer and | |
| Principal Financial Officer |
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