As filed with the U.S. Securities and Exchange Commission on February 5, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _____________________ Crown Electrokinetics Corp. (Exact name of registrant as specified in its charter) _____________________ (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Delaware 238150 47-5423944 (I.R.S. Employer Identificati ...

Financial Data and Key Metrics Changes - Operating expenses for Q3 2023 were $3.4 million, with R&D expenses decreasing by $0.5 million compared to Q3 2022, primarily due to a reduction in salaries and benefits [5] - SG&A expenses increased by $0.7 million to $2.9 million, mainly due to a rise in professional fees related to significant transactional levels [5] - The pre-tax loss for Q3 2023 was $2.9 million, which is $0.3 million lower than the same quarter in 2022 [43] - Net cash used in operations was $2.8 million, $0.7 million higher than the same quarter in 2022, driven by increased professional fees [6] - Other income was $0.6 million, compared to zero in the prior year's quarter, consisting of a $3 million change in the fair value of warrants and derivative liabilities [24] - Shareholder equity increased by $4.7 million in Q3 to $9.3 million, comfortably above the $2.5 million NASDAQ compliance threshold [25] Business Line Data and Key Metrics Changes - The company has established a yard, office, and shop facilities in Arizona to enhance operational efficiency [20] - Three directional drills are ready for production, with a total output of approximately 2,200 feet per day, and two micro-trenchers capable of producing 4,400 feet per day [39] Market Data and Key Metrics Changes - The company is focusing on the Arizona market for fiber optic networks, with significant work expected from customers like Google Fiber and Verizon [32][33] - The telecommunications infrastructure market is anticipated to grow over the next five to eight years, prompting the company to coordinate equipment procurement and staffing [21] Company Strategy and Development Direction - The company plans to add two to three Master Service Agreements (MSAs) before the end of the calendar year, indicating a strategy to expand its customer base [12] - Future projects include micro-trenching and directional drilling, with expectations of long-term contracts lasting five to seven years [18][36] - The company aims to build a strong culture and team environment, focusing on employee retention and development [22] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the employment market in Arizona, indicating a strong ability to recruit necessary talent for upcoming projects [4] - The company is preparing for Q4 projects and expects significant operational progress as it builds out its organization and equipment [43] - Management is optimistic about future growth opportunities and plans to explore projects outside Arizona as they arise [32] Other Important Information - The company received a minimum price notification from NASDAQ, with 180 days to regain compliance by trading above a dollar for ten consecutive days [50] - The company has established direct relationships with equipment manufacturers to ensure a steady supply as contracts increase [21] Q&A Session Summary Question: What is the current status of the company's projects? - The company has broken ground on its first project and has established five crews to manage operations effectively [48] Question: How is the company addressing NASDAQ compliance? - The company is confident in its strategic progress and is preparing alternate options to retain its NASDAQ listing if necessary [50]

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 29 Gross Profit Gross profit have been, and w ...

| --- | --- | |----------------------|-------| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (State incorporation | | ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission file number: 333-232426 Crown Electrokinetics Corp. (Exact name of registrant as specifi ...

As filed with the U.S. Securities and Exchange Commission on August 14, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________________ FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ____________________________ Crown Electrokinetics Corp. (Exact name of registrant as specified in its charter) ____________________________ | | | (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classifi ...

[PART I - FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) [Item 1. Consolidated Financial Statements (Unaudited)](index=4&type=section&id=Item%201.%20Consolidated%20Financial%20Statements%20(Unaudited)) This section presents the unaudited condensed consolidated financial statements, detailing the company's financial position and performance [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Condensed Consolidated Balance Sheet Highlights (in thousands) | Item | March 31, 2023 | December 31, 2022 | | :--------------------------------- | :--------------- | :------------------ | | Total Assets | $17,968 | $6,590 | | Total Liabilities | $10,224 | $6,060 | | Total Stockholders' Equity | $7,744 | $530 | | Cash | $2,138 | $821 | | Deferred debt issuance costs | $8,261 | $150 | | Warrant liability | $2,332 | $972 | | Notes payable at fair value | $3,191 | $1,654 | | Common stock outstanding | 43,686,523 | 20,243,509 | - Total assets increased significantly from **$6.59 million to $17.97 million**, driven by increases in property and equipment, intangible assets, and deferred debt issuance costs[11](index=11&type=chunk) - Total liabilities more than doubled from **$6.06 million to $10.22 million**, primarily due to increases in warrant liability and notes payable at fair value[11](index=11&type=chunk) - Total stockholders' equity saw a substantial increase from **$0.53 million to $7.74 million**[11](index=11&type=chunk) [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Condensed Consolidated Statements of Operations Highlights (in thousands) | Item | Three Months Ended March 31, 2023 | Three Months Ended March 31, 2022 | | :--------------------------------- | :-------------------------------- | :-------------------------------- | | Revenue | $22 | $- | | Cost of revenue | $31 | $- | | Gross loss | $(9) | $- | | Research and development | $541 | $1,096 | | Selling, general and administrative | $3,576 | $3,471 | | Loss from operations | $(4,126) | $(4,567) | | Total other income (expense) | $1,826 | $(3) | | Net loss | $(2,300) | $(4,570) | | Net loss per share attributable to common stockholders | $(0.08) | $(0.29) | | Weighted average shares outstanding | 29,695,083 | 15,856,316 | - The company reported minimal revenue of **$22k in Q1 2023**, up from $0 in Q1 2022, resulting in a gross loss of $(9)k[13](index=13&type=chunk) - Net loss significantly decreased to **$(2.3) million in Q1 2023** from $(4.57) million in Q1 2022, primarily due to a substantial increase in other income, driven by a **$5.6 million gain** from the change in fair value of warrants[13](index=13&type=chunk) - Research and development expenses **decreased by $0.555 million (50.6%)** year-over-year, while selling, general and administrative expenses slightly increased by $0.105 million (3.0%)[13](index=13&type=chunk) [Condensed Consolidated Statements of Stockholders' Equity](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders'%20Equity) Condensed Consolidated Statements of Stockholders' Equity Highlights (in thousands) | Item | Three Months Ended March 31, 2023 | | :------------------------------------------------- | :-------------------------------- | | Balance as of December 31, 2022 | $530 | | Exercise of common stock warrants | $2,062 | | Issuance of common stock in connection with conversion of notes | $516 | | Issuance of common stock/At-the-market offering, net | $2,107 | | Issuance of Series E preferred stock in connection with LOC | $4,350 | | Commitment to issue shares of common stock in connection with March waiver agreement | $298 | | Stock-based compensation | $181 | | Net loss | $(2,300) | | Balance as of March 31, 2023 | $7,744 | - Total stockholders' equity increased from **$530k at December 31, 2022, to $7,744k at March 31, 2023**, primarily driven by significant capital raising activities[16](index=16&type=chunk) - Key contributions to equity increase include **$2.06 million from warrant exercises**, **$2.11 million from ATM offerings**, and **$4.35 million from the issuance of Series E preferred stock** related to a Line of Credit[16](index=16&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Condensed Consolidated Statements of Cash Flows Highlights (in thousands) | Item | Three Months Ended March 31, 2023 | Three Months Ended March 31, 2022 | | :--------------------------------- | :-------------------------------- | :-------------------------------- | | Net cash used in operating activities | $(4,728) | $(3,552) | | Net cash used in investing activities | $(1,080) | $(65) | | Net cash provided by financing activities | $7,125 | $- | | Net increase / decrease in cash | $1,317 | $(3,617) | | Cash — end of period | $2,138 | $2,513 | - Net cash used in operating activities increased to **$4.73 million in Q1 2023** from $3.55 million in Q1 2022[20](index=20&type=chunk) - Net cash used in investing activities significantly increased to **$1.08 million in Q1 2023**, primarily due to the acquisition of Amerigen 7 ($0.65 million) and equipment purchases ($0.44 million)[20](index=20&type=chunk) - Financing activities provided **$7.13 million in cash in Q1 2023**, a substantial increase from no financing activities in Q1 2022, driven by warrant exercises, ATM offerings, and proceeds from notes related to a Line of Credit[20](index=20&type=chunk) [Notes to the Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) [Note 1 - Organization and Description of Business Operations](index=9&type=section&id=Note%201%20-%20Organization%20and%20Description%20of%20Business%20Operations) - Crown Electrokinetics Corp (CRKN) was incorporated on April 20, 2015, and its common stock began trading on Nasdaq on January 26, 2021[22](index=22&type=chunk) - The company commercializes electrokinetic smart/dynamic glass technology, originally developed by HP Inc[23](index=23&type=chunk) - On January 3, 2023, the company acquired assets related to 5G fiber optics infrastructure from Amerigen 7, LLC for approximately **$0.65 million**, establishing Crown Fiber Optics Corp as a wholly-owned subsidiary[24](index=24&type=chunk)[27](index=27&type=chunk) - The conversion price of Series D preferred stock was modified from **$1.30 to $0.50 per share**, and 77,000 shares of Series E preferred stock were authorized, convertible into 1,000 common shares each[25](index=25&type=chunk)[26](index=26&type=chunk) - Stockholders approved a **reverse stock split** of common stock at a ratio of not more than 1-for-15 on December 22, 2022[28](index=28&type=chunk) [Note 2 - Liquidity and Financial Condition](index=9&type=section&id=Note%202%20-%20Liquidity%20and%20Financial%20Condition) - The company has an accumulated deficit of approximately **$90.3 million** and negative working capital of **$6.15 million** as of March 31, 2023, with a net loss of $2.3 million and $4.6 million net cash used in operating activities for the three months ended March 31, 2023[29](index=29&type=chunk) - Management believes there is **substantial doubt** about the company's ability to continue as a going concern for the next twelve months due to uncertainty in raising additional capital[32](index=32&type=chunk) - The company is seeking additional capital through debt or equity financings, including an existing At-The-Market (ATM) offering, a **$10 million Standing Letter of Credit (SLOC)**, and a **$100 million Line of Credit**[32](index=32&type=chunk) - During Q1 2023, the company received **$2.1 million net proceeds** from ATM sales of 12.7 million common shares, **$1.0 million net proceeds** from senior secured notes, and drew down **$2.0 million** from the Line of Credit[35](index=35&type=chunk)[36](index=36&type=chunk)[37](index=37&type=chunk) [Note 3 - Significant Accounting Policies](index=11&type=section&id=Note%203%20-%20Significant%20Accounting%20Policies) - The condensed consolidated financial statements are prepared in conformity with GAAP and are unaudited, with significant estimates made for business combinations, convertible notes, warrants, and equity awards[44](index=44&type=chunk)[45](index=45&type=chunk) - Revenue is recognized under ASC 606 upon completion of short-term fiber splicing services, with immaterial revenue generated by Crown Fiber Optics Corporation in Q1 2023[48](index=48&type=chunk)[50](index=50&type=chunk)[52](index=52&type=chunk)[56](index=56&type=chunk) - Business combinations are accounted for using the acquisition method (ASC 805), recognizing identifiable assets and liabilities at fair value, and goodwill as the excess consideration[57](index=57&type=chunk) - The company elected the fair value option for convertible notes (ASC 825), recognizing changes in fair value in the statements of operations, and accounts for certain common stock warrants as a liability at fair value, re-measured each period using Black Scholes[62](index=62&type=chunk)[64](index=64&type=chunk) - As an 'emerging growth company,' the company has elected to use the **extended transition period** for complying with new or revised accounting standards[71](index=71&type=chunk) [Note 4 – Acquisitions](index=15&type=section&id=Note%204%20–%20Acquisitions) - On January 3, 2023, the company acquired certain assets from Amerigen 7 for approximately **$0.65 million cash**, including 12 employees, customer contracts, and operating liabilities[72](index=72&type=chunk) Amerigen 7 Acquisition Purchase Price Allocation (in thousands) | Item | Amount | | :--------------------------------- | :----- | | Property and equipment | $656 | | Intangible assets | $200 | | Security deposits | $5 | | Accrued expenses | $(529) | | Notes payable | $(338) | | Total identifiable assets and liabilities acquired | $(7) | | Goodwill | $652 | | Total purchase consideration | $645 | - An independent valuation specialist used the Income Approach (Multi-Period Excess Earnings Method) to value the acquired customer relationships[73](index=73&type=chunk) [Note 5 - Prepaid and Other Current Assets](index=15&type=section&id=Note%205%20-%20Prepaid%20and%20Other%20Current%20Assets) Prepaid and Other Current Assets (in thousands) | Item | March 31, 2023 | December 31, 2022 | | :----------------------- | :--------------- | :---------------- | | License fees | $256 | $300 | | Notes receivable | $120 | $- | | Professional fees | $99 | $- | | Insurance | $66 | $142 | | Hudson warrant | $85 | $85 | | Other | $97 | $63 | | **Total** | **$723** | **$590** | - Prepaid and other current assets increased by **$133k** from $590k at December 31, 2022, to $723k at March 31, 2023, primarily due to new notes receivable and professional fees[74](index=74&type=chunk) [Note 6 - Property & Equipment, Net](index=16&type=section&id=Note%206%20-%20Property%20&%20Equipment,%20Net) Property and Equipment, Net (in thousands) | Item | March 31, 2023 | December 31, 2022 | | :--------------------------------- | :--------------- | :---------------- | | Equipment | $2,533 | $1,457 | | Leasehold improvements | $362 | $362 | | Vehicles | $159 | $- | | Computers | $55 | $52 | | Other | $9 | $- | | **Total** | **$3,118** | **$1,871** | | Less accumulated depreciation and amortization | $(590) | $(462) | | **Property and equipment, net** | **$2,528** | **$1,409** | - Property and equipment, net, increased by **$1.12 million** from $1.41 million at December 31, 2022, to $2.53 million at March 31, 2023, largely due to the Amerigen 7 acquisition, which added $0.5 million in equipment and $0.2 million in vehicles[75](index=75&type=chunk) - Depreciation expense for Q1 2023 was **$128k**, up from $54k in Q1 2022[76](index=76&type=chunk) [Note 7 - Intangible Assets, Net](index=16&type=section&id=Note%207%20-%20Intangible%20Assets,%20Net) Intangible Assets, Net (in thousands) | Item | March 31, 2023 | December 31, 2022 | | :----------------------- | :--------------- | :---------------- | | Patents | $1,800 | $1,800 | | Research license | $375 | $375 | | Customer relationships | $200 | $- | | **Total** | **$2,375** | **$2,175** | | Accumulated amortization | $(631) | $(577) | | **Intangible assets, net** | **$1,744** | **$1,598** | - Intangible assets, net, increased by **$146k** from $1.60 million at December 31, 2022, to $1.74 million at March 31, 2023, primarily due to the acquisition of **$0.2 million in customer relationships** from Amerigen 7[77](index=77&type=chunk) - Amortization expense for Q1 2023 was **$54k**, consistent with $53k in Q1 2022[78](index=78&type=chunk) Estimated Amortization of Intangible Assets (in thousands) | Period | Estimated Amortization Expense | | :--------------------------------- | :----------------------------- | | Nine months ended December 31, 2023 | $177 | | Year ended December 31, 2024 | $235 | | Year ended December 31, 2025 | $234 | | Year ended December 31, 2026 | $197 | | Year ended December 31, 2027 and thereafter | $901 | | **Total** | **$1,744** | [Note 8 – Deferred Debt Issuance Costs](index=17&type=section&id=Note%208%20–%20Deferred%20Debt%20Issuance%20Costs) Deferred Debt Issuance Costs (in thousands) | Item | March 31, 2023 | December 31, 2022 | | :--------------------------------- | :--------------- | :---------------- | | SLOC | $223 | $223 | | Line of Credit | $9,943 | $- | | **Total** | **$10,166** | **$223** | | Accumulated amortization | $(1,905) | $(73) | | **Deferred debt issuance costs, net** | **$8,261** | **$150** | - Deferred debt issuance costs, net, increased significantly by **$8.11 million** from $150k at December 31, 2022, to $8.26 million at March 31, 2023, primarily due to **$9.9 million recorded for the new Line of Credit**[79](index=79&type=chunk)[80](index=80&type=chunk) - During Q1 2023, **$1.6 million** of amortization expense related to the Line of Credit was recognized as interest expense, and **$0.2 million** as other expense[80](index=80&type=chunk) [Note 9 - Fair Value Measurements](index=17&type=section&id=Note%209%20-%20Fair%20Value%20Measurements) Fair Value of Liabilities (in thousands) | Item | March 31, 2023 | December 31, 2022 | | :---------------- | :--------------- | :---------------- | | Convertible notes | $3,191 | $1,654 | | Warrant liability | $2,332 | $972 | - Total Level 3 liabilities measured at fair value increased by approximately **$5.5 million** during Q1 2023[83](index=83&type=chunk) - The fair value of convertible notes and warrants is estimated using **Monte Carlo simulation** and **Black Scholes Methodology**, respectively, with significant unobservable inputs including common stock price, volatility, and risk-free interest rates[87](index=87&type=chunk)[100](index=100&type=chunk) - Key changes in Q1 2023 include the issuance of a **$2.0 million convertible note** for the Line of Credit, **$5.6 million in warrants** issued for the Line of Credit, and a **$0.5 million loss on extinguishment** of warrant liability due to an inducement and exercise agreement[86](index=86&type=chunk)[93](index=93&type=chunk)[95](index=95&type=chunk)[97](index=97&type=chunk) [Note 10 - Accrued Expenses](index=20&type=section&id=Note%2010%20-%20Accrued%20Expenses) Accrued Expenses (in thousands) | Item | March 31, 2023 | December 31, 2022 | | :----------------------- | :--------------- | :---------------- | | Payroll and related expenses | $155 | $- | | Bonus | $- | $510 | | Taxes | $25 | $- | | Insurance | $15 | $104 | | Other expenses | $35 | $7 | | **Total** | **$230** | **$621** | - Accrued expenses decreased by **$391k** from $621k at December 31, 2022, to $230k at March 31, 2023, primarily due to the absence of bonus accruals[101](index=101&type=chunk) [Note 11 - Notes Payable](index=20&type=section&id=Note%2011%20-%20Notes%20Payable) - The 2022 Notes (issued Oct 2022, $5.4M principal) had their maturity extended to April 18, 2024, in exchange for **5,813,414 warrants**, and a March 2023 waiver agreement eliminated a minimum pricing covenant, leading to a $0.15 million increase in principal for some holders[102](index=102&type=chunk)[104](index=104&type=chunk)[105](index=105&type=chunk) - Two noteholders converted a portion of their 2022 Notes into **1,887,919 common shares** (fair value $0.5 million) during Q1 2023[106](index=106&type=chunk) - The 2023 Note ($2.0 million) was issued on February 3, 2023, upon drawing down on the Line of Credit, convertible at **$0.50/share**, and its maturity was extended to May 31, 2023, in exchange for 4k Series E preferred stock and 2M common shares (pending approval)[107](index=107&type=chunk) - Senior Secured Notes ($1.2 million principal, issued Jan 2023) had their maturity extended to May 23, 2023, in return for the issuance of **4,710,000 common shares** (pending approval)[109](index=109&type=chunk) [Note 12 - Stockholders' Equity](index=21&type=section&id=Note%2012%20-%20Stockholders'%20Equity) - The conversion price of Series D preferred stock was modified from **$1.30 to $0.50 per share** in Q1 2023, resulting in a $6k deemed dividend[123](index=123&type=chunk) - **77,000 shares of Series E preferred stock** were authorized on February 1, 2023, each convertible into 1,000 common shares; 5,000 shares were issued as a commitment fee for the Line of Credit (fair value $1.45 million), with an additional 10,000 shares committed for future anniversaries (fair value $2.9 million)[125](index=125&type=chunk)[127](index=127&type=chunk) - Authorized common stock increased from **200 million to 800 million shares** on December 22, 2022, and a reverse stock split (not more than 1-for-15) was approved[129](index=129&type=chunk)[130](index=130&type=chunk) - Common stock issuances in Q1 2023 included **6.56 million shares** from warrant exercises ($2.06 million net proceeds), **1.89 million shares** from note conversions ($0.5 million fair value), **12.7 million shares** from ATM offerings ($2.1 million net proceeds), **1.8 million shares** for consulting services ($0.6 million fair value), and **0.5 million shares** from vested restricted stock units[131](index=131&type=chunk)[132](index=132&type=chunk)[134](index=134&type=chunk)[135](index=135&type=chunk)[136](index=136&type=chunk) [Note 13 - Stock-Based Compensation, Stock Options, Restricted Stock Units and Warrants](index=24&type=section&id=Note%2013%20-%20Stock-Based%20Compensation,%20Stock%20Options,%20Restricted%20Stock%20Units%20and%20Warrants) - The company operates under the 2022, 2020, and 2016 Long-Term Incentive Plans, with **4.2 million shares available** under the 2022 Plan and **5.33 million** under the 2020 Plan, both subject to automatic annual increases[139](index=139&type=chunk)[140](index=140&type=chunk)[142](index=142&type=chunk) Total Stock-Based Compensation Expense (in thousands) | Expense Type | Three Months Ended March 31, 2023 | Three Months Ended March 31, 2022 | | :--------------------------------- | :-------------------------------- | :-------------------------------- | | Research and development | $59 | $55 | | Selling, general and administrative | $122 | $1,028 | | **Total** | **$181** | **$1,083** | - Stock options outstanding at March 31, 2023, totaled **9.42 million shares** with a weighted average exercise price of $2.63; unvested restricted stock units were 497,913 shares[147](index=147&type=chunk)[148](index=148&type=chunk) - Warrants outstanding (excluding penny warrants) at March 31, 2023, totaled **36.02 million shares** with a weighted average exercise price of $0.65[149](index=149&type=chunk) - New liability-classified warrants issued in Q1 2023 include **2.5 million** for senior secured notes, **45,000 Series E preferred stock warrants** for the Line of Credit, and **6.41 million new common stock warrants** in an inducement agreement, plus **5.81 million** for a waiver agreement[150](index=150&type=chunk)[151](index=151&type=chunk)[153](index=153&type=chunk)[154](index=154&type=chunk) - Equity-classified warrants include **300,000 shares** issued to Hudson Pacific Properties, L.P. for Smart Window Inserts POs (recorded as a prepaid asset of $85,450) and **200,000 shares** related to the SLOC (recorded as deferred debt issuance costs of $223k)[157](index=157&type=chunk)[159](index=159&type=chunk)[160](index=160&type=chunk) [Note 14 - Commitments and Contingencies](index=27&type=section&id=Note%2014%20-%20Commitments%20and%20Contingencies) - The company has various operating lease agreements for office, lab, and warehouse space, with operating lease liabilities of approximately **$1.8 million** and right-of-use assets of **$1.7 million** as of March 31, 2023[170](index=170&type=chunk) - Operating lease expense for Q1 2023 was **$248k**, compared to $209k in Q1 2022[171](index=171&type=chunk) - The Pacific NW lease was terminated on April 27, 2023, with the company paying **$115,394 in re-tenanting costs** in addition to forfeiting a $150,000 security deposit[172](index=172&type=chunk)[176](index=176&type=chunk) - The company is involved in various legal claims and actions, which are **not expected to have a material adverse effect** on its financial position, but litigation outcomes are uncertain[172](index=172&type=chunk)[173](index=173&type=chunk) [Note 15 - Subsequent Events](index=30&type=section&id=Note%2015%20-%20Subsequent%20Events) - The Pacific NW lease was terminated on April 27, 2023, with the company paying **$115,394 in re-tenanting costs** and forfeiting a $150,000 security deposit[176](index=176&type=chunk) - In May 2023, the company repriced October Notes, reducing conversion prices and increasing the number of common shares convertible by **8,345,457 shares**[177](index=177&type=chunk)[178](index=178&type=chunk) - The Line of Credit Promissory Note and January Senior Secured Notes were extended in May 2023, in exchange for the issuance of **4,000 Series E Preferred Stock** (convertible to 4 million common shares) and **4 million common shares**, respectively, both subject to stockholder approval[179](index=179&type=chunk)[180](index=180&type=chunk) - Between May 17-18, 2023, the company issued **$429,877 in secured demand promissory notes** and agreed to issue **8,597,539 common shares** (subject to stockholder approval)[181](index=181&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=31&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's financial condition, operational results, and liquidity, highlighting strategic shifts and capital raising efforts - The company is an 'emerging growth company' and has elected to use the **extended transition period** for complying with new or revised accounting standards, which may affect comparability[184](index=184&type=chunk) - The company is commercializing smart glass technology and, in January 2023, acquired Amerigen 7 for 5G fiber optics infrastructure, establishing Crown Fiber Optics Corp[186](index=186&type=chunk)[188](index=188&type=chunk) - Significant capital raising activities include preferred stock issuances (Series D conversion price change, Series E authorization and issuance for LOC), common stock issuances (warrant exercises, ATM offering), and debt financing (Line of Credit, Senior Secured Convertible Notes, Senior Secured Notes)[189](index=189&type=chunk)[192](index=192&type=chunk)[196](index=196&type=chunk)[200](index=200&type=chunk)[201](index=201&type=chunk)[202](index=202&type=chunk)[207](index=207&type=chunk) - The company has acquired a Master Supply Agreement (MSA) with Charter Spectrum for fiber optics and entered into three further MSAs covering the Northwest and Southwest United States; it also holds MSAs for Smart Window Inserts with Brandywine and Hudson Pacific Properties[214](index=214&type=chunk)[215](index=215&type=chunk)[217](index=217&type=chunk) [Management's plans and basis of presentation](index=31&type=section&id=Management's%20plans%20and%20basis%20of%20presentation) - Crown Electrokinetics Corp was incorporated on April 20, 2015, and its common stock began trading on Nasdaq on January 26, 2021[185](index=185&type=chunk) - The company is commercializing electrokinetic smart/dynamic glass technology and acquired Amerigen 7, LLC assets for 5G fiber optics infrastructure on January 3, 2023[186](index=186&type=chunk)[188](index=188&type=chunk) - The conversion price of Series D preferred stock was modified from **$1.30 to $0.50 per share**, and 77,000 shares of Series E preferred stock were authorized, with 5,000 shares issued as a commitment fee for the Line of Credit[189](index=189&type=chunk)[191](index=191&type=chunk)[192](index=192&type=chunk) - Authorized common stock increased to **800 million shares**, and a reverse stock split (not more than 1-for-15) was approved on December 22, 2022[194](index=194&type=chunk)[195](index=195&type=chunk) - During Q1 2023, the company issued **6.41 million common shares** from warrant exercises ($2.06 million net proceeds) and **12.7 million common shares** from ATM offerings ($2.1 million net proceeds)[196](index=196&type=chunk)[200](index=200&type=chunk) - A **$100 million Line of Credit** was secured on February 2, 2023, with an initial $2.0 million draw down via a convertible promissory note; senior secured convertible notes ($5.4 million principal) were issued in October 2022, and senior secured notes ($1.2 million principal) were issued in January 2023[201](index=201&type=chunk)[202](index=202&type=chunk)[207](index=207&type=chunk) - The company has Master Supply Agreements for fiber optics with Charter Spectrum and other providers, and for Smart Window Inserts with Brandywine and Hudson Pacific Properties, with initial purchase orders from Hudson totaling **$85,450**[214](index=214&type=chunk)[215](index=215&type=chunk)[217](index=217&type=chunk)[219](index=219&type=chunk) [Results of Operations for the three months ended March 31, 2023 compared to the three months ended March 31, 2022](index=35&type=section&id=Results%20of%20Operations%20for%20the%20three%20months%20ended%20March%2031,%202023%20compared%20to%20the%20three%20months%20ended%20March%2031,%202022) Results of Operations Highlights (in thousands) | Item | Three Months Ended March 31, 2023 | Three Months Ended March 31, 2022 | | :--------------------------------- | :-------------------------------- | :-------------------------------- | | Revenue | $22 | $- | | Cost of revenue | $31 | $- | | Gross loss | $(9) | $- | | Research and development | $541 | $1,096 | | Selling, general and administrative | $3,576 | $3,471 | | Other (income) expense | $(1,826) | $3 | | Net loss | $(2,300) | $(4,570) | - Revenue was **$22k in Q1 2023** (from Crown Fiber Optics Corp), up from $0 in Q1 2022, resulting in a gross loss of $(9)k[222](index=222&type=chunk)[223](index=223&type=chunk) - Research and development expenses **decreased by $0.6 million to $0.5 million** in Q1 2023, primarily due to lower salaries, benefits, and lab supplies[225](index=225&type=chunk) - Selling, general and administrative expenses **increased by $0.1 million to $3.6 million** in Q1 2023, driven by higher salaries, benefits, and professional fees, partially offset by a $0.9 million decrease in stock-based compensation[226](index=226&type=chunk) - Other income was **$1.8 million in Q1 2023** (vs $(3)k expense in Q1 2022), primarily due to a **$5.6 million gain** from the change in fair value of warrants, offset by $2.0 million interest expense, $0.5 million loss on warrant extinguishment, and $1.3 million other expenses[227](index=227&type=chunk) - Net loss decreased to **$(2.3) million in Q1 2023** from $(4.6) million in Q1 2022[221](index=221&type=chunk) [Liquidity and Going Concern](index=36&type=section&id=Liquidity%20and%20Going%20Concern) - The company had an accumulated deficit of approximately **$90.3 million**, a net loss of **$2.3 million**, and used **$4.7 million** in net cash from operating activities for Q1 2023[228](index=228&type=chunk) - Management believes there is **substantial doubt** about the company's ability to continue as a going concern for the next twelve months due to uncertainty in raising additional capital[231](index=231&type=chunk) - Financing activities in Q1 2023 included **$2.1 million net proceeds** from ATM sales, **$1.0 million** from senior secured notes, **$2.0 million** from the Line of Credit, and **$2.06 million** from warrant exercises[229](index=229&type=chunk)[230](index=230&type=chunk) [Cash Flows](index=37&type=section&id=Cash%20Flows) - Net cash used in operating activities was **$4.7 million in Q1 2023**, primarily from the net loss adjusted for non-cash items like a **$5.6 million gain** on warrant fair value and **$1.6 million amortization** of deferred debt issuance costs[232](index=232&type=chunk) - Net cash used in investing activities was **$1.1 million in Q1 2023**, mainly for the Amerigen 7 acquisition ($0.6 million) and equipment purchases ($0.5 million)[234](index=234&type=chunk) - Net cash provided by financing activities was **$7.1 million in Q1 2023**, from ATM proceeds ($2.1 million), warrant exercises ($2.1 million), Line of Credit notes ($2.0 million), and senior secured notes ($0.9 million)[235](index=235&type=chunk) [Off-balance sheet arrangements](index=37&type=section&id=Off-balance%20sheet%20arrangements) - The company did not have any off-balance sheet arrangements during the periods presented[237](index=237&type=chunk) [Revenue Recognition](index=37&type=section&id=Revenue%20Recognition) - The company adopted ASC 606 on March 31, 2019, recognizing revenue upon completion of short-term fiber splicing services[238](index=238&type=chunk)[240](index=240&type=chunk)[241](index=241&type=chunk) - Revenue generated by Crown Fiber Optics Corporation in Q1 2023 was immaterial[242](index=242&type=chunk) [Segment and Reporting Unit Information](index=38&type=section&id=Segment%20and%20Reporting%20Unit%20Information) - The Chief Executive Officer is the Chief Operating Decision Maker (CODM)[243](index=243&type=chunk) - The company is assessing its segment structure following the January 3, 2023, acquisition and integration of Crown Fiber Optics, Corp[243](index=243&type=chunk) [Business Combinations](index=38&type=section&id=Business%20Combinations) - Business combinations are accounted for using the acquisition method under ASC 805, recognizing identifiable assets and liabilities at their acquisition date fair values[244](index=244&type=chunk) - Significant estimates and assumptions are required, particularly for valuing intangible assets like future expected cash flows from customer contracts[245](index=245&type=chunk) - Acquisition-related expenses are recognized separately and expensed as incurred[247](index=247&type=chunk) [Deferred Debt Issuance Costs](index=39&type=section&id=Deferred%20Debt%20Issuance%20Costs) - Debt issuance costs related to the Line of Credit are accounted for as a deferred asset and amortized over the life of the Line of Credit[248](index=248&type=chunk) - Upon a draw down, a portion of the deferred asset balance is amortized to other expense[248](index=248&type=chunk) [Goodwill](index=39&type=section&id=Goodwill) - The company performs an annual goodwill impairment analysis on October 1, starting with a qualitative evaluation[249](index=249&type=chunk) [Convertible Notes](index=39&type=section&id=Convertible%20Notes) - The company elected the fair value option for its convertible notes under ASC 825, recognizing them at fair value with changes in fair value recognized in the statements of operations[250](index=250&type=chunk) [Warrants](index=39&type=section&id=Warrants) - Certain common stock warrants are accounted for as a liability at fair value, re-measured at each balance sheet date, with changes recognized in the statements of operations using the Black Scholes Methodology[251](index=251&type=chunk) [Fair Value of Common Stock](index=39&type=section&id=Fair%20Value%20of%20Common%20Stock) - Prior to becoming public, the fair value of common stock for equity awards was estimated by the board of directors, considering contemporaneous third-party valuations and various objective and subjective factors[252](index=252&type=chunk)[253](index=253&type=chunk) [Critical accounting policies and significant judgments and estimates](index=40&type=section&id=Critical%20accounting%20policies%20and%20significant%20judgments%20and%20estimates) - The condensed consolidated financial statements are prepared in accordance with GAAP, requiring management to make estimates, assumptions, and judgments that affect reported amounts[254](index=254&type=chunk) [Recent accounting pronouncements](index=40&type=section&id=Recent%20accounting%20pronouncements) - Refer to Note 3 for a description of recent accounting pronouncements applicable to the financial statements[255](index=255&type=chunk) [JOBS Act Transition Period](index=40&type=section&id=JOBS%20Act%20Transition%20Period) - As an 'emerging growth company,' the company has elected to use the **extended transition period** for complying with new or revised accounting standards, which may result in financial statements not being comparable to other public companies[256](index=256&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=40&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a Smaller Reporting Company, the registrant is not required to provide quantitative and qualitative disclosures about market risk - The company is not required to provide disclosures about market risk as it is a Smaller Reporting Company[257](index=257&type=chunk) [Item 4. Controls and Procedures](index=40&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded the company's disclosure controls and procedures were effective as of March 31, 2023, with no material changes - The company's disclosure controls and procedures were evaluated and deemed **effective** as of March 31, 2023[260](index=260&type=chunk) - **No changes** in internal control over financial reporting occurred during Q1 2023 that materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting[262](index=262&type=chunk) - Management acknowledges that a control system, no matter how well conceived, can provide only **reasonable, not absolute, assurance** that objectives are met[261](index=261&type=chunk) [PART II - OTHER INFORMATION](index=41&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=41&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in ordinary course legal actions not expected to have a material adverse effect on its financial position - The company is involved in various claims and legal actions that arise in the ordinary course of business[264](index=264&type=chunk) - The ultimate resolution of these actions is **not expected to have a material adverse effect** on the company's financial position, results of operations, liquidity, or capital resources[264](index=264&type=chunk) - Litigation outcomes are uncertain and can have an adverse impact due to defense and settlement costs, and diversion of management resources[265](index=265&type=chunk) [Item 1A. Risk Factors](index=41&type=section&id=Item%201A.%20Risk%20Factors) As a smaller reporting company, the registrant is not required to provide the information required under this item - The company is not required to provide risk factor disclosures as it is a smaller reporting company[266](index=266&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=41&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No unregistered sales of equity securities occurred during the period other than those previously disclosed in Form 8-K filings - No unregistered sales of equity securities occurred during the reporting period, beyond those previously disclosed[267](index=267&type=chunk) [Item 3. Defaults Upon Senior Securities](index=41&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities during the period - There were no defaults upon senior securities[268](index=268&type=chunk) [Item 4. Mine Safety Disclosures](index=41&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - This item is not applicable[269](index=269&type=chunk) [Item 5. Other Information](index=41&type=section&id=Item%205.%20Other%20Information) There is no other information to disclose under this item - No other information to disclose[269](index=269&type=chunk) [Item 6. Exhibits](index=41&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed as part of the Form 10-Q, including officer certifications and Inline XBRL documents - Exhibits include certifications (31.1, 31.2, 32.1, 32.2) and Inline XBRL documents (101.INS, 101.SCH, 101.CAL, 101.DEF, 101.LAB, 101.PRE, 104)[269](index=269&type=chunk) [Signatures](index=42&type=section&id=Signatures) The Quarterly Report on Form 10-Q is duly signed on behalf of the company by its Chief Executive and Financial Officers - The report was signed by Doug Croxall, Chief Executive Officer, and Joel Krutz, Chief Financial Officer, on May 22, 2023[272](index=272&type=chunk)

Financial Data and Key Metrics Changes - The company raised $7 million in financing and secured a $100 million line of credit, indicating strong financial positioning [6] - An extension was filed for the quarterly report to allow thorough review, with a filing expected before May 22 [6] Business Line Data and Key Metrics Changes - The electro-kinetic business achieved a significant milestone by producing its first prototype measuring seven feet by two feet, paving the way for the first-generation smart window insert [7][8] - The fiber optics division signed its fourth Master Service Agreement (MSA) in the Northwest region, marking the acquisition of a third new customer since the asset purchase agreement in January [13] Market Data and Key Metrics Changes - There is strong demand for fiber optic networks across the country, driven by efforts to deploy fiber optics to homes and businesses, as well as the rollout of 5G signals [17][18] Company Strategy and Development Direction - The primary focus is on creating a smart window insert for US office buildings, with plans to launch the product in the next three to four months [8][9] - The company aims to clean up its balance sheet by repaying and retiring debt, positioning itself for future growth in both the fiber optic and smart window insert markets [26] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the future, particularly regarding the fiber optic division and the smart window insert, highlighting significant opportunities for growth [26][39] - The company is working to resolve NASDAQ listing requirements, with an extension granted until August 28 to meet bid price and equity balance guidelines [19][21] Other Important Information - The company is actively engaging with analysts in the telecommunications infrastructure sector to potentially gain coverage in the coming months [22] - A shareholder letter will be issued in the next two to three weeks to provide updated guidance on revenue and EBITDA for 2023 [16] Q&A Session Summary Question: When will the first units be received by customers? - Management confirmed that some technical issues have been resolved, and they are confident in delivering the first product in the next three to four months [31] Question: How will the company scale to handle the volume of opportunities in fiber optics? - The company plans to grow through careful project selection and management, leveraging partnerships with smaller contractors for equipment and field technicians [34] Question: What are the next steps regarding NASDAQ listing? - Management reiterated that they are on track to meet the equity guideline and bid price guideline by the August 28 deadline [35] Question: When might the company achieve cash flow positive status? - Management indicated that updated guidance on revenue and EBITDA will be provided once a purchase order from the fourth contract is secured [36] Question: How has the company evolved in the fiber optic industry? - Management reflected on the significant progress made over the past year, positioning the company for growth and revenue production in a promising industry [37]

Crown ElectroKinetics Corp. (NASDAQ:CRKN) Q4 2022 Earnings Conference Call March 31, 2023 11:00 AM ET Company Participants Jason Assad - Investor Relations Doug Croxall - Chief Executive Officer and Chairman Joel Krutz - Chief Financial Officer Conference Call Participants Operator Good morning, everyone, and welcome to the Crown ElectroKinetics Corporation Earnings Call for the Fourth Quarter and Year End 2022. At this time, participants are in a listen-only mode. A question-and-answer session will follow ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to ________ Delaware 47-5423944 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) (800) 674-3612 (Registrant's telephone number, including area code) Common Stock ...

Crown ElectroKinetics Corp. (NASDAQ:CRKN) Q3 2022 Earnings Conference Call November 11, 2022 11:00 AM ET Company Participants Jason Assad - IR Doug Croxall - Chairman and CEO Joel Krutz - CFO Conference Call Participants Shawn Severson - Water Tower Research Gerry Sweeney - ROTH Capital Jeffrey Campbell - Alliance Global Operator Good morning, everyone, and welcome to Crown ElectroKinetics Corporation Earnings Call for the Third Quarter 2022. At this time, participants are in a listen-only mode. A question- ...