CROWN ELECTROKINETICS CORP. : Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securities, Financial Statements and Exhibits (form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On September 11, 2020, Crown Electrokinetics Corp., a Delaware corporation (the "Company"), entered into a Securities Purchase Agreement (the "Purchase Agreement") with certain institutional and accredited investors (each, a "Purchaser" and collectively, the "Purchasers") to sell to the Purchasers an aggregate of 1,390,000 unregistered shares (the "Shares") of the Company's common stock, par value $0.0001 per share (the "Common Stock") and 695,000 warrants (each, a "Warrant" and, together, the "Warrants") to purchase Common Stock in a private placement transaction in reliance upon exemptions from registration under the Securities Act of 1933, as amended, and Regulation D promulgated thereunder, for gross proceeds of approximately $1,737,500.

The Shares were issued at a price of $1.25 per share. The Warrants have a five year term, and an exercise price of $1.50 per share, subject to customary adjustments as set forth in the Warrant. The Company is not required to issue Common Stock upon exercise of any portion of a Warrant if doing so results in the holder thereof beneficially owning more than 4.99% of the outstanding Common Stock after giving effect to such exercise.

The Special Equities Group, a division of Bradley Woods & Co. Ltd., acted as exclusive placement agent for the transaction and received cash compensation of $126,000 and 100,800 Warrants.

The foregoing summary of the terms of the Purchase Agreement and the Warrants are subject to and qualified in their entirety by, the forms of Common Stock Purchase Warrant and Securities Purchase Agreement attached as Exhibits 4.1 and 10.1, respectively, which are incorporated by reference herein.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 above with respect to the issuances of the Shares and Warrants were made in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the "Act"), pursuant to Section 4(a)(2) of the Act.

Item 9.01 Financial Statements and Exhibits.

(d)  Exhibits




Exhibit No.   Description
4.1             Form of Common Stock Purchase Warrant.
10.1            Form of Securities Purchase Agreement.




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