UNITED STATES
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Schedule 14A
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Proxy Statement Pursuant to Section 14(a) of the
Filed by the Registrant
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Filed by a party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a
-6
(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under § 240.14a
-12
Crown Electrokinetics Corp.
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Payment of Filing Fee (Check all boxes that apply):
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No fee required.
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Fee paid previously with preliminary materials.
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a
-6
(i)(1) and 0
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Securities Exchange Act of 1934 (Amendment No. )
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
CROWN ELECTROKINETICS CORP.
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO THE STOCKHOLDERS OF CROWN ELECTROKINETICS CORP.:
Notice is hereby given that a Special Meeting of Stockholders (the “Special Meeting”) of Crown Electrokinetics Corp. (“Crown,” “we,” “us,” “our,” and the “Company”) will be held on January
14, 2025, at 10:00AM eastern. The Special Meeting will be held at the offices of Pryor Cashman LLP at 7 Times Square, New York, NY 10036.
At the Special Meeting, you will be asked to consider and vote on the following proposals:
1.
To approve a reverse stock split of our Common Stock, par value $0.0001 per share (“Common Stock”), at a ratio of not more than 1
-for-200
(the “Reverse Split Amendment”), such ratio to be determined by the Board of Directors on or prior to December 31, 2025, in its sole discretion; and
2.
To ratify the appointment of BPM LLP (“BPM”) as our independent registered public accounting firm for the fiscal year ending December 31, 2024.
The enclosed Proxy Statement includes information relating to these proposals.
Only holders of record of our Common Stock as of the close of business on December 16, 2024 are entitled to notice of, and to vote at, the Special Meeting. The holders of more than one
-third
(33.33%) of the voting power of our outstanding shares of voting stock entitled to vote and present in person or by proxy are required for a quorum. You may vote electronically through the Internet or by telephone. The instructions on your proxy card describe how to use these convenient services. Of course, if you prefer, you can vote by mail by completing your proxy card and returning it to us in the enclosed envelope.
By Order of the Board of Directors,
/
s
/
Douglas Croxall
Douglas Croxall
Chairman and Chief Executive Officer
December
26, 2024
Corvallis, Oregon
OUR BOARD OF DIRECTORS APPRECIATES AND ENCOURAGES YOUR PARTICIPATION IN OUR SPECIAL MEETING. WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED. ACCORDINGLY, PLEASE AUTHORIZE A PROXY TO VOTE YOUR SHARES BY INTERNET, TELEPHONE OR MAIL. IF YOU ATTEND THE SPECIAL MEETING, YOU MAY WITHDRAW YOUR PROXY, IF YOU WISH, AND VOTE IN PERSON. YOUR PROXY IS REVOCABLE IN ACCORDANCE WITH THE PROCEDURES SET FORTH IN THE ACCOMPANYING PROXY STATEMENT.
1110 NE Circle Blvd.
Corvallis, Oregon 97330
To Be Held January 14, 2025 at 10:00AM eastern
CROWN ELECTROKINETICS CORP.
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
SPECIAL MEETING AND PROXY SOLICITATION INFORMATION
General
This Proxy Statement is furnished in connection with the solicitation of proxies by the board of directors (the “Board of Directors”) of Crown Electrokinetics Corp., a Delaware corporation (“Crown,” “we,” “us,” “our,” and the “Company”), for use at the Special Meeting of Stockholders to be held on January
14, 2025, at 10:00AM eastern, and at any postponements or adjournments thereof (the “Special Meeting”). The Special Meeting will be held at the offices of Pryor Cashman LLP at 7 Times Square, New York, NY 10036.
This Proxy Statement, the Notice of Special Meeting of Stockholders and the accompanying proxy cards are being mailed to stockholders on or about December
26, 2024.
Important Notice Regarding the Internet Availability of Proxy Materials for the Special Meeting of Stockholders to Be Held on January
14, 2025: The Proxy Statement is available at
https:
//
crownek.com
. We encourage you to review all of the important information contained in the proxy materials contained herein or accessed via our website before voting.
Solicitation and Voting Procedures
Solicitation.
The solicitation of proxies will be conducted by mail, and we will bear all attendant costs. These costs will include the expense of preparing and mailing proxy materials for the Special Meeting and reimbursements paid to brokerage firms and others for their expenses incurred in forwarding solicitation materials regarding the Special Meeting to beneficial owners of our shares entitled to vote at the Special Meeting. We may conduct further solicitation personally, telephonically, electronically or by facsimile through our officers, directors and regular employees, none of whom would receive additional compensation for assisting with the solicitation. We do not intend, but reserve the right, to use the services of a third party solicitation firm to assist us in soliciting proxies.
Voting.
Stockholders of record may authorize the proxies named in the enclosed proxy cards to vote their shares in the following manner:
•
by mail, by marking the enclosed proxy card(s) applicable to you as the holder of shares of our Common Stock, par value $0.0001 per share (“Common Stock”) and/or our preferred stock, signing and dating it, and returning it in the postage
-paid
envelope provided;
•
by telephone, by dialing the toll
-free
telephone number 1
-800-690-6903
from within the United States or Canada and following the instructions. Stockholders voting by telephone need not return the proxy card(s) applicable to them as the holder of shares of our Common Stock and/or our preferred stock; and
•
through the Internet, by accessing the World Wide Website address
www.proxyvote.com
. Stockholders voting by the Internet need not return the proxy card(s) applicable to them as the holder of shares of our Common Stock.
Revocability of Proxies.
Any proxy given pursuant to this solicitation may be revoked by the person giving it at any time before it is exercised in the same manner in which it was given, or by delivering to Joel Krutz, the Chief Financial Officer of Crown Electrokinetics Corp., at 1110 NE Circle Blvd., Corvallis, Oregon 97330, a written notice of revocation or a properly executed proxy bearing a later date, or by attending the Special Meeting and giving notice of your intention to vote in person.
1110 NE Circle Blvd.
Corvallis, Oregon 97330
To Be Held January 14, 2025 at 10:00AM eastern
1
Voting Procedure. The presence at the Special Meeting of more than one -third (33.33%) of the voting power of our outstanding shares of voting stock entitled to vote and represented either in person or by proxy, will constitute a quorum for the transaction of business at the Special Meeting. The close of business on December 16, 2024 has been fixed as the record date (the “Record Date”) for determining the holders of shares of our Common Stock entitled to notice of and to vote at the Special Meeting. Each share of Common Stock outstanding on the Record Date is entitled to one vote on all matters.
As of the Record Date, there were 64,075,342 shares of Common Stock outstanding, which shares were entitled to an aggregate of 64,075,342 at the Special Meeting. Under Delaware law, stockholders will not have appraisal or similar rights in connection with any proposal set forth in this Proxy Statement.
Votes will be tabulated by the persons appointed by the Board of Directors to act as inspectors of election for the Special Meeting. Shares represented by a properly executed and delivered proxy will be voted at the Special Meeting and, when instructions have been given by the stockholder, will be voted in accordance with those instructions. If no instructions are given, the shares will be voted FOR Proposal Nos. 1 and 2 as applicable.
Abstentions and broker non -votes will each be counted as present for the purpose of determining whether a quorum is present at the Special Meeting. Abstentions and broker non -votes will have no effect on the outcome of Proposal No. 2. Abstentions will have the effect of being cast “against” Proposal No. 1, but broker non -votes will have no effect on such proposal.
A broker non -vote occurs when a broker submits a proxy card with respect to shares of Common Stock held in a fiduciary capacity (typically referred to as being held in “street name”), but declines to vote on a particular matter because the broker has not received voting instructions from the beneficial owner. If the beneficial owner does not provide voting instructions, the broker or nominee can still vote the shares with respect to matters that are considered to be “routine,” but not with respect to “non -routine ” matters. In the event that a broker, bank, or other agent indicates on a proxy that it does not have discretionary authority to vote certain shares on a non -routine proposal, then those shares will be treated as broker non -votes . The approval of a reverse stock split of our Common Stock in a ratio of not more than 1 -for-200 , such ratio to be determined by the Board of Directors on or prior to December 31, 2025, in its sole discretion is a non -routine proposal, while Proposal No. 2, the ratification of the independent registered public accounting firm, is a routine proposal; therefore, your broker, bank or other agent will only be entitled to vote on Proposal No. 2 at the Special Meeting without your instructions.
On each matter properly presented for consideration at the Special Meeting, holders of Common Stock will be entitled to one vote for each share of Common Stock held.
Vote Required .
For the approval of a reverse stock split of our Common Stock in a ratio of not more than 1 -for-200 , such ratio to be determined by the Board of Directors on or prior to December 31, 2025, in its sole discretion (Proposal No. 1), the vote of a majority of the shares present in person or by proxy and entitled to vote on the matter at the Special Meeting is required.
For the approval of the ratification of our independent registered public accounting firm (Proposal No. 2), a majority of the votes cast (in person or by proxy) on the matter at the Special Meeting is required.
If any other matters are properly presented for consideration at the Special Meeting, the persons named in the enclosed proxy will have discretion to vote on those matters in accordance with their best judgment.
Householding. Some banks, brokers and other nominee record holders may be participating in the practice of “householding” proxy statements and annual reports. This means that only one copy of this Proxy Statement may have been sent to multiple stockholders in your household. We will promptly deliver a separate copy of the document to you if you call or write us at the following address or phone number: Crown Electrokinetics Corp., 1110 NE Circle Blvd., Corvallis, Oregon 97330, phone: +1 (213) 660 -4250 , Attention: Chief Financial Officer. If you want to receive separate copies of our proxy statements and annual reports in the future, or if you are receiving multiple copies and would like to receive only one copy for your household, you should contact your bank, broker or other nominee record holder, or you may contact us at the above address and phone number.
2
PROPOSAL NO. 1
PROPOSAL TO APPROVE REVERSE STOCK SPLIT OF OUR COMMON STOCK IN A RATIO OF NOT MORE THAN 1-FOR-200
General Description of Corporate Action
On December 11, 2024, the Board of Directors approved the proposal to amend our Certificate of Incorporation, to enable a potential reverse split (the “Reverse Split”) of our outstanding shares of Common Stock within a ratio of not less than 1 -for-2 and not more than 1 -for-200 to be selected at the discretion of our Board of Directors. Stockholder approval of this proposal will authorize our Board of Directors, in its sole discretion, to determine whether to effect the Reverse Split and to set the exact ratio within the range at which the Reverse Split will be effected, at any time prior to December 31, 2025. Our Board of Directors believes that approval of this proposal to effect the Reverse Split and to determine the ratio as opposed to approval of an immediate reverse stock split at a specific ratio, and to effect such reverse stock split at any time prior to December 31, 2025, will provide our Board of Directors with maximum flexibility to react to current market conditions and therefore to achieve the purposes of the Reverse Split, if implemented, and to act in the best interests of our stockholders.
Effecting the Reverse Split requires that our Certificate of Incorporation be amended. If approved, the Reverse Split will be effective upon the filing of a Certificate of Amendment to the Certificate of Incorporation, in the form attached to this proxy statement as Annex A (the “Certificate of Amendment”), with the Secretary of State of Delaware, with such filing to occur, if at all, at the sole discretion of the Board of Directors.
Reasons for Approving the Reverse Split
The intention of the Board of Directors in obtaining approval for the authority to effect a Reverse Split would be to increase the stock price of our Common Stock sufficiently above the $1.00 minimum bid price requirement to regain its listing on the Nasdaq Capital Market (“Nasdaq”). The Board of Directors, in its sole discretion, can elect to abandon the Reverse Split in its entirety at any time.
One principal effect of the Reverse Split would be to decrease the number of outstanding shares of our Common Stock as described below. Except for de minimus adjustments that may result from the treatment of fractional shares as described below, the Reverse Split will not have any dilutive effect on our stockholders (whether such stockholders hold Common Stock) since each stockholder would hold the same percentage of our Common Stock (in hand or on an as converted basis) outstanding immediately following the Reverse Split as such stockholder held immediately prior to the Reverse Split. The relative voting and other rights that accompany the shares would not be affected by the Reverse Split.
General Effect of the Reverse Split
The table below shows the effect of the Reverse Split, combined with the effect of the Authorized Shares Increase, on the Common Stock issued and outstanding as of the Record Date, assuming an exchange ratio of each of 1:50, 1:100 and 1:200, respectively, for the Reverse Split.
The columns labeled “After Reverse Split” in the table do not reflect the adjustments that will result from the issuance of additional shares to certain holders to round up their fractional shares. The Company cannot calculate at this time the number of whole shares that will be issued in lieu of fractions as a result of the Reverse Split.
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Shares of Common Stock |
Prior to
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After Reverse
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After Reverse
|
After Reverse
|
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Authorized |
800,000,000 |
800,000,000 |
800,000,000 |
800,000,000 |
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Issued and outstanding |
64,075,342 |
1,281,507 |
640,754 |
320,377 |
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Reserved for future issuance |
6,552 |
131 |
66 |
33 |
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Available for issuance |
735,918,106 |
798,718,362 |
799,359,181 |
799,679,591 |
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CROWN ELECTROKINETICS CORP. |
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By: |
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Name: |
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Title: |
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Annex A-2
CROWN ELECTROKINETICS CORP. 1110 NE CIRCLE BLVD. CORVALLIS, OR 97330 SCAN TO VIEW MATERIALS VOTE VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS V59899-TBD THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY CROWN ELECTROKINETICS CORP. The Board of Directors recommends you vote FOR the following proposals: 1. To approve a reverse stock split of our common stock at a ratio of not more than 1-for-200, such ratio to be determined by the Board of Directors on or prior to December 31, 2025, in its sole discretion; 2. To ratify the appointment of BPM LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024. NOTE: Such other business as may properly come before the meeting or any adjournment thereof. For Against Abstain Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting:The Proxy Statement is available at www.proxyvote.com. V59900-TBD CROWN ELECTROKINETICS CORP. Special Meeting of Stockholders January 14, 2025 at 10:00 AM EST This proxy is solicited by the Board of Directors The stockholder(s) hereby authorize(s) Doug Croxall, as proxy, with the power to appoint his substitute, and hereby authorize(s) him to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Common Stock of CROWN ELECTROKINETICS CORP. that the stockholder(s) is/are entitled to vote at theSpecial Meeting of Stockholders to be held at 10:00 AM, EST on January 14, 2025, and any adjournment or postponement thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations. Continued and to be signed on reverse side