Crown Electrokinetics Corp. announced that it has entered into a securities purchase agreement with certain accredited investors pursuant to which the investors purchased an aggregate of 3,583 Series F-1 Convertible Preferred Stock for an aggregate purchase price of approximately $2,327,760 and five-year warrants on June 13, 2023. The warrant to purchase an aggregate of 23,902,602 shares of the company’s common stock.

The warrants are exercisable at an exercise price of $0.1499 per share of common stock, subject to certain adjustments as set forth in the warrants. The holders may exercise the warrants on a cashless basis if the shares of our common stock underlying the warrants are not then registered pursuant to an effective registration statement. The Series F-1 Preferred Stock will accrue dividends at a rate of 10% per annum payable on the first calendar day of each month in shares of common stock, cash, or a combination of the two, at the company’s option.

If any shares of Series F-1 Preferred Stock remain outstanding on the eighteen month anniversary of the initial issuance date, the dividend rate will increase by 30% on the first calendar day of each quarter until no shares of Series F-1 Preferred Stock remain outstanding. The obligations of the company and the purchasers to consummate the transactions contemplated by the purchase agreement are subject to the satisfaction on or prior to the closing of customary closing conditions. The company and each buyer is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “ 1933 Act ”), and Rule 506(b) of Regulation D (“ Regulation D ”) as promulgated by the United States Securities and Exchange Commission (the “ SEC ”) under the 1933 Act.