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): July 216, 2025

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.)

(I.R.S. Employer

Identification No.)

1110 NE Circle Blvd.

Corvallis, Oregon 97330

(Address of principal executive offices, including Zip Code)

(458) 212-2500

(Registrant’s telephone number, including area code)

Not applicable

(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 (see General Instruction A.2):

☐	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.

~~Amendment~~The ~~No.~~disclosure set forth below under Item 1.02 toof ~~Merger~~this ~~Agreement~~Current Report on Form 8-K is incorporated by reference herein.

AsItem ~~previously disclosed in the Current Report on Form 8-K filed by Crown Electrokinetics Corp~~1.,02 aTermination ~~Delaware~~of ~~corporation (the “Company”), on June 9, 2025, on June 6, 2025, the Company, Crown EK Acquisition LLC,~~ a ~~Delaware~~Material ~~limited~~Definitive ~~liability company (“Parent”), and Crown EK Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), entered into an~~ Agreement ~~and Plan of Merger (the “Merger Agreement”)~~. The Merger Agreement provides that, subject to the terms of the Merger Agreement, Purchaser will commence a cash tender offer (the “Offer”) to purchase all the outstanding shares of common stock of the Company, par value $0.0001 per share (the “Shares”).

OnTermination ~~July~~of ~~2, 2025,~~ the ~~Company, Parent and Purchaser entered into Amendment No. 1 to the~~ Merger Agreement (the “Amendment”) to extend the date by which Parent and Purchaser must commence the Offer to July 15, 2025. The Amendment also extended the time by which Parent and Purchaser (as applicable) must deposit the sum of $500,000 with Wilmington Trust National Association (the “Default Escrow Agent”) and deposit with the depositary for the Offer (the “Depositary”) at least $5,474,556, in each case to the earlier of the commencement of the Offer and 5:00 p.m. (EST) on July 15, 2025. Immediately prior to the execution and delivery of the Amendment, Parent, Purchaser and Douglas Croxall, the Company’s Chief Executive Officer and the ultimate beneficial owner of Parent and Purchaser, executed and delivered the Default Note (as defined below) to the Company. The Amendment provides that such Default Note will be returned to Douglas Croxall and cancelled upon Parent making timely deposit of the $500,000 with the Default Escrow Agent.

AAs ~~copy~~previously ofdisclosed in the ~~Amendment~~Current isReport on ~~attached~~Form ~~hereto~~8-K asfiled by Crown Electrokinetics Corp., a Delaware corporation (the “Company”), on June 9, 2025, on June ~~Exhibit~~6, 22025, the Company, Crown EK Acquisition LLC, a Delaware limited liability company (“Parent”), and Crown EK Merger Sub Corp.1, a Delaware corporation and isa ~~incorporated~~wholly ~~herein~~owned bysubsidiary ~~reference.~~of ~~The~~Parent, ~~foregoing~~entered ~~description~~into an Agreement and Plan of Merger (the ~~Amendment~~“Merger Agreement”), ~~does~~pursuant ~~not~~to ~~purport~~which Parent agreed to beacquire ~~complete~~the Company on the terms and issubject to the conditions therein, including ~~qualified~~commencement inof ~~its~~a ~~entirety~~cash bytender ~~reference~~offer to purchase all of the ~~full~~outstanding ~~text~~shares of common stock of the ~~Amendment~~Company, par value $0.0001 per share, at a price of $3.15 per share, or as otherwise adjusted pursuant to the Merger Agreement, net to the seller in cash, without interest, subject to the conditions set forth in the Merger Agreement (the “Merger”).

~~Default~~On ~~Note~~July 16, 2025, the Company and Parent mutually agreed to terminate the Merger Agreement and entered into a mutual termination agreement (the “Termination Agreement”) effective immediately upon the execution and delivery of the Termination Agreement.

OnThe ~~July~~foregoing 2,description ~~2025,~~of ~~in connection with~~ the ~~Amendment,~~Termination Agreement ~~Parent,~~does ~~Purchaser~~not ~~and~~purport ~~Douglas~~to ~~Croxall,~~be ~~the~~complete ~~Company’s Chief Executive Office~~ and ~~the~~is ~~ultimate~~qualified ~~beneficial owner of Parent and Purchaser, issued a promissory note~~ in ~~the~~its ~~principal~~entirety ~~amount~~by ofreference ~~$500,000 (the “Default Note”)~~ to the ~~Company.~~full ~~The~~text ~~Default Note bears interest at a fixed rate~~ of ~~six percent (6%) per annum, compounded daily. The aggregate unpaid principal amount of~~ the ~~Default~~Termination ~~Note~~Agreement, ~~all~~ ~~accrued~~a ~~interest,~~copy ~~and all other amounts payable under the Default Note are due on or before the earlier~~ of ~~(i) September 30, 2025~~ ~~and~~which ~~(ii)~~is ~~any~~filed failure of Parent to cause the sum of $500,000 to be deposited with the Default Escrow Agent, no later than July 15, 2025, or Parent or Purchaser to cause at least $5,474,556 to be deposited with the Depositary (as ~~defined~~Exhibit ~~in the Merger Agreement), no later than July 15, 2025~~2.1 ~~The Default Note is subject~~ to ~~default~~this ~~interest~~Current atReport aon ~~fixed~~Form ~~rate of~~ 8%-K, ~~per annum~~ and ~~includes~~is ~~customary~~incorporated ~~events~~by ofreference ~~default, representations, warranties and covenants~~herein.

~~The~~Item ~~foregoing~~5.02 ~~description~~Departure of ~~the~~Directors ~~Default~~or ~~Note does~~Certain ~~not~~Officers; ~~purport~~Election toof beDirectors; ~~complete~~Appointment ~~and is qualified in its entirety by reference to the full text~~ of ~~the~~Certain ~~Default~~Officers; ~~Note,~~Compensatory aArrangements ~~copy~~ of ~~which~~Certain ~~is filed as Exhibit 10~~Officers.~~1 to this Current Report on Form 8-K, and is incorporated by reference herein.~~

On July 17, 2025, Dr. DJ Nag and Scott Hobbs each provided the Board of Directors (the “Board”) of the Company with their formal resignations from the Board and all committees thereof, effective immediately. Dr. Nag was chair of the governance and nominating committee of the Board and was a member of the compensation committee and audit committee of the Board. Dr. Nag and Mr. Hobbs also recently served as members of a special committee of the Board in connection with the Merger. Neither Dr. Nag’s nor Mr. Hobbs’ respective decisions to resign were due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices (financial or otherwise).

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
2.1		~~Amendment~~Termination ~~No. 1 to the~~ Agreement ~~and Plan of Merger~~, dated as of July 216, 2025, among Crown Electrokinetics Corp., ~~Crown EK Acquisition LLC~~ and Crown EK ~~Merger~~Acquisition ~~Sub Corp.~~LLC
10.1		Default Note, dated July 2, 2025, issued by the Company to Crown EK Acquisition LLC, Crown EK Merger Sub. Corp and Douglas Croxall
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CROWN ELECTROKINETICS CORP.

	By:	/s/ Doug Croxall
	Name:	Doug Croxall
	Title:	Chief Executive Officer

Dated: July 718, 2025

Filing Compare · Crown Electrokinetics Corp.