Crown Announces Results of Special Meeting of Stockholders

Rhea-AI Summary

Crown Electrokinetics (NASDAQ: CRKN) announced the results of its Special Meeting of Stockholders held on January 14, 2025. Shareholders approved all proposals, including authorization for up to a 1-for-200 reverse stock split of common stock and ratification of its independent registered public accounting firm.

The Board of Directors has discretion to implement the reverse split within a ratio range of 1-for-2 to 1-for-200 at any time before December 31, 2025. The move aims to maintain Nasdaq listing compliance and ensure continued access to capital markets.

CEO Doug Croxall stated that Crown is positioned for growth across its three divisions and committed to achieving profitability in the first half of 2025. The company focuses on delivering innovative infrastructure solutions benefiting communities and the environment.

Positive

• Shareholders approved all proposals including reverse stock split authorization
• Company aims to achieve profitability in first half of 2025
• Maintains potential access to capital markets through Nasdaq listing compliance

Negative

• Need for significant reverse stock split (up to 1-for-200) indicates serious share price deterioration
• Risk of substantial share dilution for existing shareholders
• Potential Nasdaq delisting risk if compliance isn't maintained

Insights

Financial Analyst

The approved reverse stock split authorization is a critical defensive move for Crown's survival as a public company. With a market cap of just $5.47 million and facing potential Nasdaq delisting, this corporate action aims to artificially boost the share price to maintain listing compliance. The extremely wide ratio range (1:2 to 1:200) signals severe share price deterioration, with management seeking maximum flexibility to address compliance issues.

The CEO's statement about achieving profitability in H1 2025 lacks substantiation given the company's current financial position. The reverse split doesn't address fundamental business challenges or create real value - it's merely a technical adjustment to maintain listing status. This type of corporate action often precedes further dilution through new share issuance, as companies typically need additional capital after implementing reverse splits.

For retail investors, reverse splits historically correlate with negative long-term performance. The extreme ratio range (up to 1:200) is particularly concerning, as it suggests management anticipates potential further share price decline. The "commitment to building long-term value" contrasts sharply with the reality of a micro-cap company using financial engineering to maintain market presence.

Corporate Governance Expert

The shareholder approval of this extremely wide reverse split range (1:2 to 1:200) represents a concerning level of control delegation to the Board. While marketed as "maximum flexibility," it essentially gives management carte blanche to drastically reduce the float with minimal additional shareholder input. The December 2025 implementation deadline creates a prolonged period of uncertainty for investors.

The company's emphasis on maintaining Nasdaq listing for "access to capital markets" typically translates to upcoming dilutive financing rounds. The language around "positioning for growth" and "capitalizing on opportunities" are standard euphemisms used when companies need to raise capital but face challenging market conditions.

Most concerning is the lack of specific financial metrics or concrete business milestones in the announcement. The vague reference to "momentum across three divisions" without quantifiable data suggests potential governance issues around transparency and shareholder communication.

LOS ANGELES, Jan. 14, 2025 (GLOBE NEWSWIRE) -- Crown Electrokinetics Corp. (NASDAQ: CRKN) ("Crown" or the "Company”), a leading provider of innovative technology infrastructure solutions that benefit communities and the environment, today announced the voting results from its Special Meeting of Stockholders held on January 14, 2025.

Crown’s shareholders approved all proposals presented during the meeting, including the authorization of up to a 1-for-200 reverse stock split of its common stock and ratification of its independent registered public accounting firm. These approvals provide Crown with the flexibility to meet its corporate objectives, including maintaining compliance with Nasdaq’s listing requirements.

Shareholder approval of the reverse stock split has given the Board of Directors the discretion to enact the split within a ratio of not less than 1-for-2 and not more than 1-for-200. The Board will have discretion to determine whether to affect the reverse split and to set the exact ratio within the range at any time prior to December 31, 2025. Crown believes this provides the Board with maximum flexibility to react to current market conditions and therefore to achieve the purposes of the reverse stock split, if implemented, and to act in the best interests of our stockholders.

“We are deeply grateful to our Board and shareholders for their support in approving this reverse stock split, a necessary step to position Crown for continued growth and success,” said Doug Croxall, CEO and Chairman, Crown. “Maintaining our Nasdaq listing ensures access to the capital markets, which is needed to advance our mission in delivering innovative infrastructure solutions that benefit both communities and the environment."

“As we step into 2025, Crown is stronger, more focused, and better positioned than ever to capitalize on new opportunities. With momentum across our three divisions, we are committed to achieving profitability in the first half of 2025, expanding our footprint to meet increasing demand, and delivering innovative infrastructure solutions that address critical societal challenges. The reverse stock split underscores our commitment to building long-term value for our shareholders and laying the foundation for sustainable growth and continued innovation,” concluded Mr. Croxall.

For more information on the meeting results or to access the full voting report, please refer to the Company’s filings with the Securities and Exchange Commission (the "SEC") at https://ir.crownek.com/sec-filings.

About Crown
Crown (Nasdaq: CRKN) is an innovative infrastructure solutions provider dedicated to benefiting communities and the environment. Comprised of three business divisions, Smart Windows, Fiber Optics, and Water Solutions, Crown is developing and delivering cutting edge solutions that are challenging the status quo and redefining industry standards. For more information, please visit www.crownek.com.

Forward Looking Statements
Certain statements in this news release may be "forward-looking statements" (within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995) regarding future events or Crown’s future financial performance that involve certain contingencies and uncertainties, including those discussed in Crown’s Annual Report on Form 10-K for the year ended December 31, 2023, and subsequent reports Crown files with the U.S. Securities and Exchange Commission from time to time, in the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” . Forward-looking statements include, but are not limited to, statements that express our intentions, beliefs, expectations, strategies, predictions, or any other statements relating to our future activities or other future events or conditions. These statements are based on current expectations, estimates and projections about our business based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may, and are likely to, differ materially from what is expressed or forecasted in forward-looking statements due to numerous factors. Any forward-looking statements speak only as of the date of this news release and Crown Electrokinetic Corporation undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date of this news release.

This press release does not constitute a public offer of any securities for sale. Any securities offered privately will not be or have not been registered under the Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

For more information, please contact:

Investor Relations
ir@crownek.com

Public Relations
pr@crownek.com

FAQ

What reverse stock split ratio did CRKN shareholders approve in January 2025?

Shareholders approved a reverse stock split ratio range of 1-for-2 up to 1-for-200, giving the Board discretion to determine the exact ratio within this range until December 31, 2025.

When does Crown Electrokinetics (CRKN) expect to achieve profitability?

Crown expects to achieve profitability in the first half of 2025, according to CEO Doug Croxall's statement.

Why is CRKN implementing a reverse stock split?

Crown is implementing the reverse stock split to maintain compliance with Nasdaq listing requirements and ensure continued access to capital markets.

When will CRKN implement the approved reverse stock split?

The Board has discretion to implement the reverse stock split at any time before December 31, 2025, with the exact ratio to be determined based on market conditions.