Crown Electrokinetics Corp. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure, Financial Statements and Exhibits
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
A special meeting (the “Special Meeting”) of the stockholders of Crown Electrokinetics Corp. (the “Company”) was held on January 14, 2025. As of December 16, 2024, the record date for the Special Meeting, 64,075,342 shares of common stock, par value $0.0001 per share (“Common Stock”) were issued and outstanding. Holders of 25,347,328 shares of the Company’s Common Stock were present in person or by proxy at the Special Meeting, representing approximately 39.55% of the total outstanding shares of Common Stock, constituting a quorum pursuant to the Company’s bylaws. A brief summary of the matters voted upon by stockholders at the Special Meeting is set forth below, and the proposals are described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on December 26, 2024. The voting results reported below are final.
Proposal No. 1
The Company’s stockholders approved a reverse stock split of the Common Stock at a ratio of not more than 1-for-200, such ratio to be determined by the Board of Directors on or prior to December 31, 2025, in its sole discretion, based upon the following votes:
| VOTES “FOR” | VOTES AGAINST | VOTES ABSTAINED | BROKER NON-VOTES | |||
| 14,967,231 | 10,208,814 | 171,283 | -- |
Proposal No. 2
The Company’s stockholders ratified the appointment of BPM LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024, based upon the following votes:
| VOTES “FOR” | VOTES AGAINST | VOTES ABSTAINED | BROKER NON-VOTES | |||
| 20,268,416 | 3,522,400 | 1,556,512 | -- |
| Item 7.01. | Regulation FD Disclosure. |
On January 14, 2025, the Company issued a press release announcing the results from the Special Meeting. A copy of the press release is furnished herewith as Exhibit 99.1 to the Current Report on Form 8-K.
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.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release dated January 14, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURE
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.
Date: January 14, 2025
| CROWN ELECTROKINETICS CORP. | |||
| By: | /s/ Doug Croxall | ||
| Name: | Doug Croxall | ||
| Title: | Chief Executive Officer | ||
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