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~~August 161, 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~~11601 NEWilshire ~~Circle~~ Blvd., Suite 2240

~~Corvallis~~Los Angeles, ~~Oregon~~CA ~~97330~~90025

(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~~OTC ~~Capital Market~~Markets

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 14.01 ~~Entry~~Changes ~~into~~in aRegistrant’s ~~Material~~Certifying ~~Definitive Agreement~~Accountant.

~~The~~On ~~disclosure~~August ~~set~~1, ~~forth~~2025, ~~below~~Crown ~~under~~Electrokinetics ~~Item~~Corp., a 1Delaware Corporation (the “Company”), and the Company’s board of directors (the “Board”) were notified by BPM LLP (“BPM”), the Company’s independent registered public accounting firm, of its decision to resign as the independent registered public accounting firm of the Company, effective immediately.02 Although their audit was not designed to identify or detect violations of ~~this~~law ~~Current~~or ~~Report~~fraud, BPM’s resignation was not a result of any violation of law or fraud of the Company identified during its audit onprocedures ~~Form~~to ~~8-K~~date. isBPM ~~incorporated~~had byserved ~~reference~~as ~~herein~~the Company’s independent registered public accounting firm since 2024.

~~Item~~The ~~1.02~~report ~~Termination~~of BPM on the consolidated financial statements of athe ~~Material~~Company ~~Definitive~~as ~~Agreement~~of and for the fiscal year ended December 31, 2024 did not contain any adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles.

~~Termination~~Additionally, during the fiscal year ended December 31, 2024, as well as subsequent interim periods preceding BPM’s resignation, there were no “disagreements” (as that term is described in Item 304(a)(1)(iv) of Regulation S-K and related instructions) between the ~~Merger~~Company ~~Agreement~~and BPM with respect to any matter relating to accounting principles or practices, financial statement disclosure or auditing scope or procedures which, if not resolved to the satisfaction of BPM, would have caused BPM to make reference to the subject matter of the disagreements in its reports on the Company’s consolidated financial statement with respect to such period, and there were no “reportable events” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K and the related instructions), except for the material weaknesses described in Item 9A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

AsThe ~~previously~~Company ~~disclosed~~and in the ~~Current~~Board ~~Report on~~are ~~Form~~actively ~~8-K filed by Crown Electrokinetics Corp.,~~ seeking a ~~Delaware~~new ~~corporation~~independent ~~(the~~registered ~~“Company”),~~public onaccounting ~~June~~firm 9,and ~~2025,~~intend onto ~~June 6,~~engage ~~2025, the Company, Crown EK Acquisition LLC,~~ a ~~Delaware~~firm ~~limited~~as ~~liability~~soon ~~company~~as ~~(“Parent”), and Crown EK Merger Sub Corp~~practicable., ~~a Delaware corporation and a wholly owned subsidiary of Parent~~However, ~~entered~~there ~~into~~can anbe ~~Agreement~~no ~~and Plan of Merger (the “Merger~~assurance ~~Agreement”),~~as ~~pursuant~~ to ~~which~~the ~~Parent~~timing ~~agreed~~of tosuch ~~acquire~~engagement. ~~the~~The Company onexpects ~~the~~to ~~terms~~authorize ~~and~~BPM ~~subject~~ to ~~the~~respond ~~conditions~~fully ~~therein, including commencement of a cash tender offer~~ to ~~purchase all of~~ the ~~outstanding~~inquiries ~~shares~~ of ~~common stock of~~ the ~~Company,~~successor ~~par value $0.0001 per share,~~independent atregistered apublic ~~price~~accounting offirm ~~$3.15~~once ~~per share~~engaged, orincluding asrelated ~~otherwise adjusted pursuant~~ to the ~~Merger~~prior ~~Agreement,~~year ~~net to the seller in cash, without interest, subject to the conditions set forth in the Merger Agreement (the “Merger”)~~audit.

OnThe ~~July~~Company ~~16,~~has ~~2025,~~provided ~~the~~BPM ~~Company~~with ~~and~~a ~~Parent~~copy ~~mutually~~of this ~~agreed~~Current Report on Form 8-K prior to ~~terminate~~its filing with the ~~Merger~~Securities ~~Agreement~~and Exchange Commission and ~~entered~~requested ~~into~~that BPM furnish the Company with a ~~mutual~~letter ~~termination~~addressed ~~agreement~~to (the Securities ~~“Termination~~and ~~Agreement”) effective~~Exchange ~~immediately~~Commission ~~upon~~stating whether or not BPM agrees with the ~~execution~~above ~~and~~disclosures ~~delivery~~in this Item 4.01. A copy of the ~~Termination~~letter from ~~Agreement~~BPM dated August 4, 2025 is attached hereto as Exhibit 16.1.

The foregoing description of the Termination Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Termination Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K, and is incorporated by reference herein.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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		Termination Agreement, dated as of July 16, 2025, among Crown Electrokinetics Corp. and Crown EK Acquisition LLC
16.1		Letter from BPM LLP to the Securities and Exchange Commission, dated August 4, 2025.
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~~August 184, 2025

Filing Compare · Crown Electrokinetics Corp.