Current Report Filing (8-k)
06 6월 2023 - 7:02PM
Edgar (US Regulatory)
0001761696
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0001761696
2023-05-30
2023-05-30
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iso4217:USD
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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): May 30, 2023
Crown Electrokinetics Corp.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-39924 |
|
47-5423944 |
(State or other Jurisdiction
of Incorporation) |
|
(Commission
File No.) |
|
(IRS
Employer
Identification No.) |
1110 NE Circle Blvd.
Corvallis,
Oregon 97330
(Address of principal executive offices and zip code)
(800)
674-3612
(Registrant’s telephone number, including area code)
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common Stock, $0.0001 par value |
|
CRKN |
|
NASDAQ
Capital Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive Agreement
January
Convertible Note
As
previously disclosed, on January 3, 2023, Crown Electrokinetics Corp. (the “Company”) entered into a Securities Purchase
Agreement (the “January Purchase Agreement”) with certain accredited investors as purchasers (the “January Investors”).
Pursuant to the January Purchase Agreement, the Company sold, and the January Investors purchased, $1.2 million in principal amount of
senior secured notes (the “January Notes”) and 2,500,000 warrants (“January Warrants”), each January Warrant
entitling the holder to purchase one share of the Company’s common stock.
On
May 31, 2023, the lead lender and collateral agent for the January Notes agreed to grant the Company an extension of the maturity date
thereof until June 12, 2023 in exchange for the issuance by the Company to the January Investors, on a pro rata basis, of 6,000,000 shares
of the Company’s common stock, subject to approval by the Company’s stockholders.
Demand
Notes
On
May 30, 2023, the Company issued secured demand promissory notes (the “Demand Notes”) to certain investors (the “Demand
Holders”) in an aggregate principal amount equal to $140,804. The Demand Notes are due and payable at any time upon demand by a
Demand Holder after the earlier of (i) the consummation of the Company’s first securities offering after the issuance of the Demand
Notes and (ii) July 16, 2023. The Demand Notes do not bear interest. In connection with the issuance of the Demand Notes, subject to
stockholder approval, the Company agreed to issue to the Demand Holders an aggregate of 2,816,083 shares of the Company’s common
stock.
May
Note
On
May 30, 2023, the Company issued a convertible promissory note (the “May Note”) to a certain investor (the “May Holder”)
in an aggregate principal amount equal to $150,000. The May Note is due and payable at any time upon demand by the May Holder after the
earlier of (i) the consummation of the Company’s first securities offering after the issuance of the May Note and (ii) June 2,
2023. The May Note included a $200,000 Commitment fee and does not bear interest. In connection with the issuance of the May Note, subject
to stockholder approval, the Company agreed to issue to the May Holder 4,000 shares of the Company’s Series E Preferred Stock,
which is convertible into 4,000,000 shares of the Company’s common stock.
The
foregoing descriptions of the Demand Notes and the May Note do not purport to be a complete description of the rights and obligations
of the parties thereunder and are qualified in their entirety by reference to the full text of such Demand Note and the May Note, respectively,
forms of which are attached hereto as Exhibit 10.1 and 10.2.
Item 3.02 Unregistered Sales of Equity Securities
The
information set forth in “Item 1.01 Entry into a Material Definitive Agreement” relating to the issuance of common stock
and the issuance of Series E Preferred Stock is incorporated by reference herein in its entirety. The Company issued the common stock
and the Series E Preferred Stock in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or
Rule 506(b) of Regulation D promulgated thereunder.
Item 9.01.
Financial Statements and Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
| June
5, 2023 |
CROWN
ELECTROKINETICS CORP. |
| |
|
|
| |
By:
|
/s/
Doug Croxall |
| |
Name: |
Doug
Croxall |
| |
Title:
|
Chief
Executive Officer |
Crown Electrokinetics (NASDAQ:CRKN)
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