Note 1 - Organization and Description of Business Operations

Crown Electrokinetics Corp. (the “Company”) was incorporated in the State of Delaware on April 20, 2015. Effective October 6, 2017, the Company’s name was changed to Crown Electrokinetics Corp. from 3D Nanocolor Corp. (“3D Nanocolor”).

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.

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.

Preferred Stock

Subsequent to December 31, 2022, the Company filed the first amendment to its Series D preferred stock, which modifies the conversion price of the Series D preferred stock from $78.00 to $30.00 per share (See Note 12).

On February 1, 2023, the Company’s Board of Directors authorized 77,000 shares of Series E preferred stock with a par value of $0.0001 per share. Each share of Series E Preferred Stock is convertible into 1,000 shares of the Company’s common stock at the option of the holders (See Note 12).

On June 4, 2023, the Company’s Board of Directors authorized 9,073 shares of Series F preferred stock with a par value of $0.0001 per share. Each share of Series F Preferred Stock has a stated value of $1,000 and is convertible at the option of the holders into shares of the Company’s common stock at an initial conversion price of $8.868 (See Note 12).

On June 13, 2023, the Company’s Board of Directors authorized 9,052 shares of Series F-1 preferred stock with a par value of $0.0001 per share. Each share of Series F-1 Preferred Stock has a stated value of $1,000 and is convertible at the option of the holders into shares of the Company’s common stock at an initial conversion price of $8.994 (See Note 12).

On June 14, 2023, the Company’s Board of Directors authorized 9,052 shares of Series F-2 preferred stock with a par value of $0.0001 per share. Each share of Series F-2 Preferred Stock has a stated value of $1,000 and is convertible at the option of the holders into shares of the Company’s common stock at an initial conversion price of $9.228 (See Note 12).

Business Combination

On January 3, 2023, the Company acquired certain assets related to the construction of 5G fiber optics infrastructure and distributed antenna systems from Amerigen 7 (the “Business Combination”), for cash consideration of approximately $0.65 million (See Note 4).

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 (1) share of common stock for every sixty (60) shares of common stock. The Reverse Stock Split was effective on August 15, 2023, such that every sixty (60) shares of common stock have been automatically converted into one (1) 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 of the common stock was not adjusted as a result of the Reverse Stock Split. All share and per share data in these condensed consolidated financial statements have been retrospectively adjusted to reflect the effect of the Reverse Stock Split for all periods presented. The shares of common stock retain a par value of $0.0001 per share. Accordingly, an amount equal to the par value of the decreased shares resulting from the Reverse Stock Split was reclassified from common stock to additional paid-in capital.