S-1: Crown Electrokinetics Eyes $36.3 Million Capital Raise Through Share Resale

Sentiment:

S-1 Filing


Crown Electrokinetics plans to raise up to $36.3 million through the resale of 300 million shares by Keystone Capital Partners, as detailed in a recent S-1 filing.

Capital raiseCrown Electrokinetics plans to raise up to $36,327,684 through the resale of 300 million shares by Keystone Capital Partners.The company may sell shares to the Selling Stockholder at its discretion from time to time over a 24-month period.The purchase price per share will fluctuate based on the market prices of the company's common stock.The company intends to use any proceeds from the Selling Stockholder for working capital, strategic and general corporate purposes.
Worse than expectedThe company has a history of operating losses and negative cash flows, raising substantial doubt about its ability to continue as a going concern.The company had negative working capital of approximately $2.8 million, cash of approximately $0.3 million, shareholders equity of approximately $2.3 million and an accumulated deficit of approximately $121.6 million as of March 31, 2024.

Summary

  • Crown Electrokinetics has filed a registration statement for the potential resale of up to 300,000,000 shares of its common stock by Keystone Capital Partners.
  • These shares may be issued to the Selling Stockholder under a common stock purchase agreement, potentially generating gross proceeds of up to $36,327,684 for Crown Electrokinetics.
  • Crown Electrokinetics will not receive any proceeds from the resale of shares by the Selling Stockholder.
  • The company intends to use any proceeds it receives from the sale of its Common Stock to the Selling Stockholder for working capital, strategic and general corporate purposes.
  • As of May 31, 2024, Crown Electrokinetics had 416,165,948 shares of common stock outstanding.
  • The last reported closing price for Crown Electrokinetics' common stock on Nasdaq on May 31, 2024, was $0.10 per share.

Sentiment

Score: 4

Explanation: The document presents a mixed sentiment. While it highlights the potential for growth and the advantages of the company's technology, it also acknowledges significant financial challenges and risks, including a history of operating losses and the need for additional funding. The potential capital raise is a positive step, but it also carries the risk of dilution for existing shareholders.

Positives

  • DynamicTint offers advantages over other smart glass technologies, including fast switching time and neutral color.
  • The company's Smart Window Inserts can be easily installed in various settings, including commercial buildings and residential homes.
  • The company's technology addresses sustainability issues by reducing waste and energy consumption.
  • The company has established relationships with leading telecommunications providers through its Crown Fiber Optics division.
  • The company has a patent portfolio with a 2022 valuation of approximately $94 million.

Negatives

  • The company has a history of operating losses and may not generate sufficient cash flows to cover operating expenses.
  • The company may require additional funding to sustain operations and continue research and development activities.
  • The company faces intense competition in the electrokinetic products market.
  • The company's future growth depends on the real estate industry's willingness to adopt smart glass.
  • The company's stock price may be volatile, which could result in substantial losses to investors.

Risks

  • The company may require additional funding to sustain operations and continue research and development activities.
  • The company has a history of operating losses.
  • The company may not generate sufficient cash flows to cover operating expenses.
  • The company faces intense competition in the electrokinetic products market.
  • The company's future growth depends on the real estate industry's willingness to adopt smart glass.
  • The company's stock price may be volatile, which could result in substantial losses to investors.
  • The company's patents and other protective measures may not adequately protect its proprietary intellectual property.
  • The company is controlled by a small group of existing stockholders, whose interests may differ from other stockholders.
  • The company is an emerging growth company and a smaller reporting company, which could make its common stock less attractive to investors.

Future Outlook

The company anticipates growing demand for its products and is exploring additional applications for its DynamicTint technology, including markets outside the United States, multi-family buildings, residential homes, and automotive sunroofs.

Industry Context

The smart glass market is expected to grow from $3.8 billion in 2020 to $6.8 billion by 2025, driven by factors such as the growing adoption of smart glass in automotive applications and declining prices for electrochromic material.

Comparison to Industry Standards

  • The company's DynamicTint technology is compared to other smart glass technologies such as electrochromic (EC) glass, suspended particle devices (SPD), and polymer dispersed liquid crystal (PDLC) film.
  • Unlike EC technology, DynamicTint's modulation in light level is not area dependent and the film is neutral in color in all settings.
  • Unlike SPD and PDLC technology, EK film does not need high voltage alternating current to power the film.
  • The company's roll-to-roll (R2R) film manufacturing is believed to have a lower manufacturing cost compared to sheet-based processing methods used for other smart window technologies like electrochromic glass.
  • Competitors in the smart glass market include SAGE Electrochromic, Inc., View Glass, and Research Frontiers, Inc.

Stakeholder Impact

  • Shareholders may experience dilution as a result of the potential sale of shares by Keystone Capital Partners.
  • The company's employees may benefit from the company's growth and expansion.
  • Customers may benefit from the company's innovative and sustainable products.
  • Suppliers may benefit from increased demand for the company's products.
  • Creditors may be impacted by the company's financial performance and ability to repay debt.

Next Steps

  • The company intends to continue developing its manufacturing capabilities to meet anticipated demand for its Smart Window Insert.
  • The company plans to continue research and development efforts to improve its EK technology.
  • The company may pursue acquisitions that are operationally and financially beneficial.
  • The company will seek to obtain additional capital through the sale of debt or equity financings or other arrangements to fund operations.

Key Dates

DateDescription
January 31, 2016Crown Electrokinetics entered into an IP agreement with HP to acquire a research license.
March 8, 2016Crown Electrokinetics entered into a lease agreement with Oregon State University.
July 1, 2016First amendment to the lease agreement with Oregon State University.
October 1, 2017Crown Electrokinetics entered into a sublease agreement.
July 1, 2019Fourth amendment to the lease with Oregon State University, extending the lease expiration date to June 30, 2022.
July 1, 2020Fifth amendment to the lease with Oregon State University, adjusting the Operating Expense Reimbursement payment due dates.
September 1, 2021Seventh amendment to the lease with Oregon State University, expanding the lease to include additional lab and cubicle space.
September 27, 2021Crown Electrokinetics entered into a Master Supply Agreement with MetroSpaces Inc.
October 5, 2021Crown Electrokinetics entered into a lease agreement with Pacific N.W. Properties, LLC for warehouse and office space in Salem, Oregon.
December 27, 2021Crown Electrokinetics executed a Master Supply Agreement with Hudson Pacific Properties L.P.
January 24, 2022Eighth amendment to the lease with Oregon State University, expanding the lease to include additional lab and cubicle space.
March 25, 2022Crown Electrokinetics executed a Master Supply Agreement with Brandywine Operating Partnerships L.P.
August 12, 2022The Company entered into two Purchase Orders (POs) with Hudson Pacific Properties, L.P.
January 3, 2023Crown Electrokinetics acquired substantially all of the assets of Amerigen 7 LLC.
October 16, 2023Crown Electrokinetics entered into a lease agreement with Burnham 182, LLC, to lease vacant land in Mesa, Arizona.
October 31, 2023Crown Electrokinetics entered into a lease agreement with NFS Leasing, Inc. to lease certain equipment.
May 31, 2024Last reported closing price for Crown Electrokinetics' common stock on Nasdaq was $0.10 per share.
June 4, 2024Date of the preliminary prospectus.

Keywords

Electrokinetics, DynamicTint, Smart Glass, Fiber Optics, Keystone Capital Partners, Share Resale, Capital Raise, S-1 Filing, CRKN

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