Crown Electrokinetics Corp. filed SEC Form 8-K: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Regulation FD Disclosure, Financial Statements and Exhibits
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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As previously reported, on December 19, 2024, Crown Electrokinetics Corp. (the “Company”) received a letter from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, for the thirty (30) consecutive business days prior to the letter, the bid price for the Company’s common stock had closed below the minimum $1.00 per share requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”). On February 13, 2025, the Company attended a hearing (the “Hearing”) before the Nasdaq Hearings Panel (the “Panel”) regarding the Company’s non-compliance with the Bid Price Rule.
On March 3, 2025, the Company received a letter from the Panel stating that the Panel had determined to deny the Company’s request to continue listing on Nasdaq and that trading in the Company’s common stock will be suspended at the open of trading on March 5, 2025. The Company intends to submit a request for reconsideration to the Panel and to otherwise appeal the determination to the Nasdaq Listing and Hearing Review Council, as necessary. While the Company pursues those processes, trading in the Company’s common stock will be suspended on Nasdaq. As a result of the suspension in trading and expected delisting, the Company expects that its common stock will begin trading under its current trading symbol, “CRKN,” on the OTC Markets system starting on the date trading of the Company’s common stock is suspended, March 5, 2025.
There can be no assurance that the Panel will grant the Company’s request for reconsideration, that any appeal will be made to, or be successful with, the Nasdaq Listing and Hearing Review Council, or that the Company will be able meet the continued listing requirements if the Company is permitted to continue trading on Nasdaq.
In connection with the delisting notice, Nasdaq will complete the delisting by filing a Notification of Removal from Listing and/or Registration on Form 25 with the Securities and Exchange Commission (the “SEC”) after applicable appeal periods have lapsed. Once the Company’s common stock are delisted, there may be a very limited market in which the Company’s common stock are traded, the Company’s stockholders may find it difficult to sell their shares of common stock and the trading price of the Company’s common stock may be adversely affected.
Item 7.01. Regulation FD Disclosure.
On March 4, 2025, the Company issued a press release regarding receipt of Panel letter and suspension of trading on Nasdaq. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by reference in such a filing. Furthermore, the furnishing of information under Item 7.01 of this Current Report on Form 8-K is not intended to constitute a determination by the Company that the information contained herein, including the exhibits hereto, is material or that the dissemination of such information is required by Regulation FD.
Forward-Looking Statements
This current report contains “forward-looking statements” within the meaning of the U.S. federal securities laws. Forward-looking statements can be identified by words such as “projects,” “may,” “will,” “could,” “would,” “should,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “potential,” “promise” or similar references to future periods. Examples of forward-looking statements in this current report include, without limitation, statements regarding the Company’s request for reconsideration or resolution of any appeal process. Forward-looking statements are statements that are not historical facts nor assurances of future performance. Instead, they are based on the Company’s current beliefs, expectations and assumptions regarding the future of its business, future plans, strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent risks and uncertainties, and actual results may differ materially from those set forth in the forward-looking statements. Important factors that could cause actual results to differ include, without limitation, that there can be no assurance that there can be no assurance that the Company will otherwise meet Nasdaq compliance standards, that there can be no assurance that Nasdaq will grant the Company any relief from delisting as necessary or whether the Company can agree to or ultimately meet applicable Nasdaq requirements for any such relief, and the other important factors described under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2023 and its other filings with the SEC. Any forward-looking statement made by the Company in this current report is based only on information currently available and speaks only as of the date on which it is made. Except as required by applicable law, the Company expressly disclaims any obligation to publicly update any forward-looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release of the Company dated March 4, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: March 4, 2025
| CROWN ELECTROKINETICS CORP. | |||
| By: | /s/ Doug Croxall | ||
| Name: | Doug Croxall | ||
| Title: | Chief Executive Officer | ||