Form S-3 Crown Electrokinetics


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As filed with the Securities and Exchange Commission
on November 17, 2022

Registration
No. 333-           

 

UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549

 

FORM
S-3

 

REGISTRATION
STATEMENT

UNDER
THE SECURITIES ACT OF 1933

 

Crown
Electrokinetics Corp.

(Exact
Name of Registrant as Specified in Its Charter)

 

Delaware   47-5423944
(State
or Other Jurisdiction of
Incorporation or Organization)
  (IRS
Employer
Identification Number)

 

1110
NE Circle Blvd.

Corvallis,
Oregon 97330

(800)
674-3612

(Address,
Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

 

Douglas
Croxall

Chief
Executive Officer

1110
NE Circle Blvd.

Corvallis,
Oregon 97330

(800)
674-3612
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

 

Please
send copies of all communications to:

 

M. Ali Panjwani, Esq.

Pryor Cashman LLP

7 Times Square

New York, New York 10036

(212) 421-4100

 

Approximate
date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement. 

 

If
the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check
the following box. ☐

 

If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act, other than securities offered only in connection with dividend or interest reinvestment plans, check the
following box: ☒

 

If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check
the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐

 

If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

 

If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register
additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following
box. ☐

 

Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”,
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. 

 

Large accelerated filer Accelerated
filer
Non-accelerated
filer
Smaller reporting company
    Emerging growth company

 

If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐ 

 

The
Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective
in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective
on such date as the Commission acting pursuant to said Section 8(a) may determine.

 

 

 

The
information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement
filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting
an offer to buy these securities in any state or other jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS
  SUBJECT TO COMPLETION    DATED NOVEMBER
17, 2022

 

53,548,767 Shares 

 

Crown Electrokinetics
Corp.

 

This prospectus relates to the
resale, from time to time, by the selling stockholders named herein (the “Selling Stockholders”) of (i) an aggregate of 814,102
shares of our common stock, par value $0.0001 per share (“common stock”), issuable upon the conversion of shares of our Series
D Preferred Stock, (ii) 27,199,254 shares of our common stock, consisting of (a) 10,879,702 shares of common stock issuable upon the conversion
of our senior secured convertible notes and (b) 16,319,552 additional shares of common stock that we are required to register pursuant
to a registration rights agreement between us and certain selling stockholders obligating us to register 200% of the maximum number of
shares of common stock issuable upon conversion of our senior secured coinvertible notes (collectively, “Senior Notes”), (iii)
and an aggregate of 22,573,505 shares of common stock issuable upon exercise of certain outstanding warrants (the “Warrants”),
(iv) 1,161,905 shares of common stock issued pursuant to vested Restricted Stock Units and (v) 1,800,000 shares of common stock issuable
to our consultants.

 

We are not selling any securities
under this prospectus and we will not receive proceeds from the sale of the shares of our common stock by the Selling Stockholders. However,
we may receive proceeds from the cash exercise of the Warrants, which, if exercised in cash at the current applicable exercise price with
respect to all of the 22,573,505 shares of common stock, would result in gross proceeds to us of approximately $8.1 million.

 

We
will pay the expenses of registering the shares of common stock offered by this prospectus, but all selling and other expenses incurred
by the Selling Stockholders will be paid by the Selling Stockholders. The Selling Stockholders may sell our shares of common stock offered
by this prospectus from time to time on terms to be determined at the time of sale through ordinary brokerage transactions or through
any other means described in this prospectus under “Plan of Distribution.” The prices at which the Selling Stockholders may
sell shares will be determined by the prevailing market price for our common stock or in negotiated transactions.

 

Our common stock is quoted on The Nasdaq Capital Market, or Nasdaq,
under the symbol “CRKN.” On November 14, 2022, the last reported sale price for our common stock on Nasdaq was $0.2364.

 

Investing
in our securities involves a high degree of risk. See “Risk Factors” beginning on page 15 of this prospectus for a
discussion of information that should be considered in connection with an investment in our securities.

 

Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined
if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

The
date of this prospectus is                             ,
2022.

  

 

TABLE
OF CONTENTS

 

 

 

 

ABOUT
THIS PROSPECTUS

 

This
prospectus is part of a registration statement on Form S-3 that we filed with the U.S. Securities and Exchange Commission (the “SEC”).
You should read this prospectus and the information and documents incorporated herein by reference carefully. Such documents contain
important information you should consider when making your investment decision. See “Where You Can Find Additional Information
and “Incorporation of Certain Documents by Reference” in this prospectus.

 

You
should rely only on the information contained in or incorporated by reference into this prospectus. Neither we nor the selling stockholders
named herein (the “Selling Stockholders”) have authorized anyone to provide you with information different from, or in addition
to, that contained in or incorporated by reference into this prospectus. This prospectus is an offer to sell only the securities offered
hereby but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in or incorporated by
reference into this prospectus is current only as of their respective dates or on the date or dates that are specified in those documents.
Our business, financial condition, results of operations and prospects may have changed since those dates.

 

The
Selling Stockholders are not offering to sell or seeking offers to purchase these securities in any jurisdiction where the offer or sale
is not permitted. Neither we nor the Selling Stockholders have done anything that would permit this offering or possession or distribution
of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the
jurisdiction of the United States who come into possession of this prospectus are required to inform themselves about and to observe
any restrictions relating to this Offering and the distribution of this prospectus applicable to that jurisdiction.

 

If
required, each time the Selling Stockholders offer shares of common stock, we will provide you with, in addition to this prospectus,
a prospectus supplement that will contain specific information about the terms of that offering. We may also authorize the Selling Stockholders
to use one or more free writing prospectuses to be provided to you that may contain material information relating to that offering. We
may also use a prospectus supplement and any related free writing prospectus to add, update or change any of the information contained
in this prospectus or in documents we have incorporated by reference. This prospectus, together with any applicable prospectus supplements,
any related free writing prospectuses and the documents incorporated by reference into this prospectus, includes all material information
relating to this offering. To the extent that any statement that we make in a prospectus supplement is inconsistent with statements made
in this prospectus, the statements made in this prospectus will be deemed modified or superseded by those made in a prospectus supplement.
Please carefully read both this prospectus and any prospectus supplement together with the additional information described below under
the section entitled “Incorporation of Certain Documents by Reference” before buying any of the securities offered.

 

Unless
the context otherwise requires, the terms “Crown,” “the Company,” “we,” “us” and “our”
refer to Crown Electrokinetics Corp.

   

Unless
otherwise indicated, information contained in this prospectus or incorporated by reference herein concerning our industry and the markets
in which we operate is based on information from independent industry and research organizations, other third-party sources (including
industry publications, surveys and forecasts), and management estimates. Management estimates are derived from publicly available information
released by independent industry analysts and third-party sources, as well as data from our internal research, and are based on assumptions
made by us upon reviewing such data and our knowledge of such industry and markets, which we believe to be reasonable. Although we believe
the data from these third-party sources is reliable, we have not independently verified any third-party information. In addition, projections,
assumptions and estimates of the future performance of the industry in which we operate and our future performance are necessarily subject
to uncertainty and risk due to a variety of factors, including those described in “Risk Factors” and “Cautionary Note
Regarding Forward-Looking Statements.” These and other factors could cause results to differ materially from those expressed in
the estimates made by the independent parties and by us.

 

 

 

CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

When
used in this prospectus, including the documents that we have incorporated by reference, in future filings with the SEC or in press releases
or other written or oral communications, statements which are not historical in nature, including those containing words such as “believe,”
“expect,” “anticipate,” “estimate,” “plan,” “continue,” “intend,”
“should,” “may” or the negative of these words and phrases or similar words or phrases which are predictions
of or indicate future events or trends and which do not relate solely to historical matters, are intended to identify “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A
of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”)). In particular, statements pertaining to our trends, liquidity and capital resources,
among others, contain forward-looking statements. You can also identify forward-looking statements by discussions of strategy, plans
or intentions. Examples of forward-looking statements include, but are not limited to, statements about the following:

 

  our
prospects, including our future business, revenues, expenses, net income, earnings per share, gross margins, profitability, cash
flows, cash position, liquidity, financial condition and results of operations, backlog of orders and revenue, our targeted growth
rate, our goals for future revenues and earnings, and our expectations about realizing the revenues in our backlog and in our sales
pipeline;

 

  the
potential impact of COVID-19 on our business and results of operations;

 

  the
effects on our business, financial condition and results of operations of current and future economic, business, market and regulatory
conditions, including the current economic and market conditions and their effects on our customers and their capital spending and
ability to finance purchases of our products, services, technologies and systems;

 

  the
effects of fluctuations in sales on our business, revenues, expenses, net income, earnings per share, margins, profitability, cash
flows, capital expenditures, liquidity, financial condition and results of operations;

 

  our
products, services, technologies and systems, including their quality and performance in absolute terms and as compared to competitive
alternatives, their benefits to our customers and their ability to meet our customers’ requirements, and our ability to successfully
develop and market new products, services, technologies and systems;

 

  our
markets, including our market position and our market share;

 

  our
ability to successfully develop, operate, grow and diversify our operations and businesses;

 

  our
business plans, strategies, goals and objectives, and our ability to successfully achieve them;

 

  the
sufficiency of our capital resources, including our cash and cash equivalents, funds generated from operations and other capital
resources, to meet our future working capital, capital expenditure and business growth needs;

 

  the
value of our assets and businesses, including the revenues, profits and cash flows they are capable of delivering in the future;

 

  the
effects on our business operations, financial results, and prospects of business acquisitions, combinations, sales, alliances, ventures
and other similar business transactions and relationships;

 

  industry
trends and customer preferences and the demand for our products, services, technologies and systems; and

 

  the
nature and intensity of our competition, and our ability to successfully compete in our markets.

 

These
statements are necessarily subjective, are based upon our current plans, intentions, objectives, goals, strategies, beliefs, projections
and expectations, and involve known and unknown risks, uncertainties and other important factors that could cause our actual results,
performance or achievements, or industry results, to differ materially from any future results, performance or achievements described
in or implied by such statements. Actual results may differ materially from expected results described in our forward-looking statements,
including with respect to correct measurement and identification of factors affecting our business or the extent of their likely impact,
the accuracy and completeness of the publicly-available information with respect to the factors upon which our business strategy is based,
or the success of our business.

 

Forward-looking
statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of whether,
or the times by which, our performance or results may be achieved. Forward-looking statements are based on information available at the
time those statements are made and management’s belief as of that time with respect to future events and are subject to risks and
uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking
statements. Important factors that may cause actual results, our performance or achievements, or industry results to differ materially
from those contemplated by such forward-looking statements include, without limitation, those discussed under the caption “Risk
Factors” in this prospectus as well as other risks and factors identified from time to time in our SEC filings.

 

 

 

PROSPECTUS
SUPPLEMENT SUMMARY

 

This
summary highlights information contained elsewhere or incorporated by reference in this prospectus. This summary is not complete and
does not contain all of the information that you should consider before investing in our common stock. We urge you to read this entire
prospectus and the documents incorporated by reference herein carefully, including the financial statements and notes to those financial
statements incorporated by reference herein and therein. Please read the section of this prospectus entitled “Risk Factors”
for more information about important risks that you should consider before investing in our common stock.

 

Our
Company

 

Business
Overview

 

We
develop and sell optical switching film that can be embedded between sheets of glass or applied to the surface of glass, or other rigid
substrates such as acrylic, to electronically control opacity (“DynamicTint™”). Originally developed by Hewlett-Packard (“HP”),
our technology allows a transition between clear and dark in seconds and can be applied to a wide array of windows, including commercial
buildings, automotive sunroofs, and residential skylights and windows. At the core of our proprietary and patent-protected technology
is a thin film that is powered by electrically charged pigment which can reduce heat gain replacing common window tints but also providing
a more sustainable alternative to blinds and other traditional window treatments.

 

Electrokinetic
Film Technology

 

Our
electrokinetic (EK) technology was derived from proprietary ink and microfluidic technology developed at HP. Electrokinetic refers
to the movement of particles within a fluid under the influence of an electric field. Our EK film technology utilizes nanometer-sized pigment
particles that are electrically charged and suspended in a liquid that is sandwiched between two clear substrates that are coated with
a transparent conductor oxide (TCO) film. Figure 1. In a non-energized state, the suspended pigment particles are
distributed uniformly between the plastic films, and will absorb, transmit, or reflect light depending on the properties of the suspended
pigment (dark state). When the proper electrical signal is applied to the conductive TCO layers, an electrical field is created, and
the charged pigment particles collect in micro-embossed holes in a layer of polymer resin covering the transparent conductor surface.
As the charged pigment particles are collected, the fluid becomes highly transparent (clear state). By applying a different electrical
signal, the pigment can be dispersed back into the fluid to achieve the desired color density or opaqueness.

 

 

 

 

Highlights

 

Clear
Polyethylene Terephthalate (PET) Substrates
 — Same material as window
tinting films.

 

Transparent
Conductor on PET
 — Indium Tin Oxide (ITO) — same as most
touch screens.

 

Electronic
Ink 
— Nanoparticles suspended in a fluid which absorb light.

 

Energy
Source
 — Nanoparticles are controlled through DC low voltage applied
to the ITO conductor material which is powered by a lithium-ion battery that is charged
with a solar cell strip, no hard-wiring necessary.

 

Our
plastic films are manufactured using industry standard roll-to-roll (R2R) processing equipment. We believe our R2R processing will
have an inherently lower manufacturing cost compared to sheet-based processing methods used for other smart window technologies
like electrochromic glass. There are three basic steps to making our film using R2R equipment.

 

1) Deposition:
R2R TCO deposition on clear polyethylene terephthalate (PET) plastic film using vacuum sputtering of indium-tin oxide (ITO). The
ITO on PET film can be provided by a number of suppliers. Millions of square feet of ITO on PET are currently provided for nearly all
capacitance-based display touch screens.

 

2) Embossing:
R2R embossing of UV-curable resin in a proprietary and patent protected 3-D pattern for ink pigment control and containment
on one of the two plastic films. An example of the embossed pattern is shown in Figure 2. The R2R embossing process can be
completed by various plastic film companies. Crown has the capability to accomplish the coating and embossing steps within its current
facility in addition to working with manufacturing partners.

 

 

 

 

3) Lamination:
The final R2R process laminates the two layers of PET together with the proprietary and patent
protected pigment-containing fluid contained by the wall structure shown by the white
areas in Figure 2. The wall area has adhesion to the upper layer of PET with
ITO film thereby sealing the fluid between the two plastic layers. The fluid contains nanometer-sized pigment
particles that are charged electrically and suspended in the fluid.

 

We
believe that DynamicTintTM has the following distinct advantages over existing optical electronic film technologies:

 

Neutral
Color 
— Pigment is designed to be color neutral and will not affect the
hue of what is viewed through the window in any clear, dark or tinted state.

 

Speed — Transition
time is typically a few seconds.

 

Affordability — Roll-to-Roll film
manufacturing using relatively inexpensive materials.

 

Low
Energy Requirements 
— Film is low voltage and can be powered with a small
battery charged by a solar cell strip or wired to an existing electrical infrastructure including
a LAN line.

 

Retro-Fit — Film
can be applied in a Smart Window Insert (“Inserts”), which can be placed within
existing window frames, eliminating the needs for both window treatments or to replace single
pane windows with dual pane windows.

 

Sustainable — Reduces
energy used to heat or cool a room via HVAC systems and can use renewable energy to transition
the film.

 

Lease
vs Purchase 
— Creative and flexible financing allows for customers to
lease Inserts on a long-term basis and avoid large capital expenditures.

 

Smart
Window Insert powered by DynamicTintTM

 

Our
first product will be the Smart Window Insert powered by DynamicTintTM which is specifically designed for retrofitting
in the domestic and international commercial real estate install base. Our DynamicTintTM can be laminated to other surfaces
like heat-treated glass or acrylic and the laminated sheet can be assembled in Smart Window Inserts that can be placed into the
interior side of the window frame providing the dynamic tinting capability as well as additional insulation and sound proofing to the
existing windows (Figure 3).

 

 

 

 

The
Insert is a custom-sized panel comprised of a rigid substrate (thin glass or acrylic) with a silicon compliant edge seal that allows
for the insert to securely fit into the interior side of the window frame.

 

Some
of the Insert’s features include:

 

Solar-powered — eliminating
the need to hardwire it into the building’s electrical system

 

Wirelessly
enabled
 — facilitating communication with all the other installed inserts
and integration with the building’s management software system

 

Sensor
equipped
 — enabling the Insert to auto-sense the intensity of exterior
light and interior ambient light

 

Software
enabled
 — can be managed via programmed macros, dynamically managed by
the building, or user-controlled within an office

 

Data
collection
 — allowing optimization of the Inserts/curtain wall energy
performance.

 

We
believe our Smart Window Inserts can be easily installed into commercial buildings, residential windows, skylights, and windows within
garage doors. In commercial buildings, our Smart Window Inserts can be used to convert existing single pane windows into dual pane windows.
We believe there is a significant opportunity to provide Smart Window Inserts to commercial building owners who are looking to eliminate
window blinds, gain energy efficiency, and reduce carbon emissions.

 

Sustainability

 

Crown
is aware that working towards building a sustainable future is a common goal shared by many. Companies such as Walmart (NYSE: WMT), Amazon
(NASDAQ: AMZN) and Apple (NASDAQ: AAPL) are now publishing sustainability pledges, and we are seeing a trend of pledging to make their
workplaces more environmentally friendly.

 

Crown’s
patented technology provides a solution that helps address many sustainability issues such as:

 

Reducing energy – Crown’s Insert reduces
HVAC energy consumption by reducing the need for constantly cooling and heating a room, reducing the customer’s carbon emissions.
Initial field testing suggests HVAC energy savings of up to 26% could potentially result from the installation of Smart Window Inserts.
According to FacilitiesNet (https://www.facilitiesnet.com/windowsexteriorwalls/article/Smart-Window-Benefit-Energy-Savings-Reduced-Glare–17280),
the ability to control the amount of heat entering a building reduces the heat load of the building which in turn reduces HVAC usage;

 

Using
renewable energy
– Crown’s Smart Window Insert is low voltage and low wattage
and can be powered by a solar strip that captures the sun’s energy and is integrated
into the Insert itself, thereby eliminating the need to hardwire the Insert to the home or
building’s electrical system; and

 

Reducing
waste
– as opposed to replacing single pane window units with newly manufactured
dual pane windows, Crown allows building owners to install our retrofit Smart Window Insert
into existing single pane window frames thereby creating a dual pane window.

 

Another
benefit of DynamicTint is being able to optimize daylight usage, thereby reducing the usage of lights. A study done by Project Drawdown
(https://www.drawdown.org/solutions/dynamic-glass) projected that if 30-50% of commercial building spaces install dynamic glass, the
potential climate-weighted energy efficiency from cooling is estimated at 9% and lighting at 9%—depending on local climate, building
location and window orientation. This can result in 0.3-0.5 gigatons of emissions reductions from decreased energy use.

 

 

At
Crown, we are committed to building a product that can be self-sufficient and does not require an additional power source or hard wiring
into the electrical system of a residential home or commercial building. This ensures that as we reduce a building’s energy consumption,
we are not adding to it and are working towards being carbon neutral.

 

Intellectual
Property

 

On
January 31, 2016, we entered into an IP agreement with HP to acquire a research license to determine the feasibility of incorporating
HP’s electrokinetic display technology in our products. On February 4, 2021, Crown and HP entered into a fourth amendment to the
agreement. Pursuant to such amendment, among other items, the parties agreed to amend the list of patent and patent applications, which
includes two additional patents (the “HP Patents”) that are assignable to us by HP upon the exercise of our option to acquire
the HP Patents (the “Option”). In connection with our exercise of the Option, we paid HP an aggregate amount equal to One
Million Five Hundred Fifty Thousand Dollars ($1,550,000) on February 9, 2021. From the date of the exercise of the Option until January
1, 2030, we agreed to pay to HP a royalty fee based on the cumulative gross revenue received by us from the HP Patents as follows:

 

 

Time Window   Lifetime Cumulative Gross Revenue   Royalty Rate  
Prior to December 31, 2029   $Less than $70,000,000     0.00 %
    $70,000,000 – $500,000,000     1.25 %
    $500,000,000 and beyond     1.00 %
January 1, 2030 onward         0.00 %

 

We
entered into a Patent Assignment Agreement with International Business Machines Corporation (“IBM”) to acquire an ownership
interest in assigned patents. As consideration for the patents, we paid $264,000 (including legal fees of approximately $38,000) on July
23, 2021.

 

In
addition, we have current patent applications in the United States and other countries that if granted, would add three additional patents
to its portfolio. Our United States patents expire at various dates from March 26, 2028 through March 10, 2036

 

A
recent appraisal of Crown’s intellectual property by one of the preeminent third-party IP-valuation firms indicated a total valuation
of approximately $94 million, consisting of $35 million relating to patents (limited to the US office building market, supplying its
Smart Window Insert) and $59 million for trade secrets.

 

We
believe that its EK technology is adequately protected by its patent position and by its proprietary technological know-how. However,
the validity of our patents has never been contested in any litigation. We also possess know-how and relies on trade secrets and nondisclosure
agreements to protect its technology. We require any employee, consultant, or licensee having access to its confidential information
to execute an agreement whereby such person agrees to keep such information confidential.

 

 

Crown-Owned
Patents

 

Application
No.
  Country   Filing
Date
  Publication
No.
  Status   Title
16/259,078
  USA
  28-Jan-19   11174328   Issued   REFRACTIVE
INDEX MATCHED RESIN FOR ELECTROPHORETIC DISPLAYS AND OTHER APPLICATIONS
201980018649.7   China
  28-Jan-19   CN111918894A
  Pending
  REFRACTIVE
INDEX MATCHED RESIN FOR ELECTROPHORETIC DISPLAYS AND OTHER APPLICATIONS
19704995   Europe   28-Jan-19   3752867   Pending
  REFRACTIVE
INDEX MATCHED RESIN FOR ELECTROPHORETIC DISPLAYS AND OTHER APPLICATIONS
2020-566194
  Japan
  28-Jan-19   JP
2021514422A
  Pending
  REFRACTIVE
INDEX MATCHED RESIN FOR ELECTROPHORETIC DISPLAYS AND OTHER APPLICATIONS
10-2020-7024977
  Korea
  28-Jan-19   KR
20200122333A
  Pending
  REFRACTIVE
INDEX MATCHED RESIN FOR ELECTROPHORETIC DISPLAYS AND OTHER APPLICATIONS
PCT/US2019/015464
  WO
  28-Jan-19   WO
2019/160675
  Expired
  REFRACTIVE
INDEX MATCHED RESIN FOR ELECTROPHORETIC DISPLAYS AND OTHER APPLICATIONS
62/631,623
  USA
  16-Feb-18       Expired
  REFRACTIVE
INDEX MATCHED RESIN FOR ELECTROPHORETIC DISPLAYS AND OTHER APPLICATIONS
16/741,622
  USA
  13-Jan-20   11454855
  Issued   APPLICATIONS
OF AN ELECTROKINETIC DEVICE FOR AN IMAGING SYSTEM
PCT/US2020/013396
  WO   13-Jan-20   WO2020/150166   Pending   APPLICATIONS
OF AN ELECTROKINETIC DEVICE FOR AN IMAGING SYSTEM
62/793,250   USA
  16-Jan-19       Expired
  APPLICATIONS
OF AN ELECTROKINETIC DEVICE FOR AN IMAGING SYSTEM
20741846.8   EPO   23-Jun-21       Pending
  APPLICATIONS
OF AN ELECTROKINETIC DEVICE FOR AN IMAGING SYSTEM
202080008471.0   CN   8-Jul-21       Pending   APPLICATIONS
OF AN ELECTROKINETIC DEVICE FOR AN IMAGING SYSTEM
10-2021-7020967   Korea
  5-Jul-21       Pending   APPLICATIONS
OF AN ELECTROKINETIC DEVICE FOR AN IMAGING SYSTEM
2021-540869   JP   15-Jul-21       Pending   APPLICATIONS
OF AN ELECTROKINETIC DEVICE FOR AN IMAGING SYSTEM

 

 

15/204,505   USA   7-Jul-16   10377909   Issued   INKS
INCLUDING SEGMENT COPOLYMER GRAFTED PIGMENTS VIA AZIDE CHEMISTRY
12/951,348   USA   22-Nov-10   8179590   Issued   ELECTRO-OPTICAL
DISPLAY
12/865,255   USA   29-Jul-10   8054535   Issued   ELECTROPHORETIC
DISPLAY DEVICE
15/552,924*   USA
  23-Aug-17   10852615   Issued
  TWO
PARTICLE ELECTROPHORETIC LAMINATE FOR USE WITH SMART WINDOWS WITH REDUCED DIFFRACTION
15823847.7*   EPO   2-Dec-15   3256903   Issued   TWO
PARTICLE ELECTROPHORETIC LAMINATE FOR USE WITH SMART WINDOWS
15810715.1*   EPO   2-Dec-15   3250962   Issued   TWO
PARTICLE ELECTROPHORETIC LAMINATE FOR USE WITH SMART WINDOWS WITH REDUCED DIFFRACTION
15/552,974*   USA   23-Aug-17   10656493   Issued   TWO
PARTICLE ELECTROPHORETIC LAMINATE FOR USE WITH SMART WINDOWS
17/106,646*   USA   30-Nov-20   2021-0108463   Pending   TWO
PARTICLE ELECTROPHORETIC LAMINATE FOR USE WITH SMART WINDOWS WITH REDUCED DIFFRACTION
PCT/US2015/063365*   WO
  2-Dec-15   WO2016/089957   Expired
  TWO
PARTICLE ELECTROPHORETIC LAMINATE FOR USE WITH SMART WINDOWS
PCT/US2015/063390*   WO
  2-Dec-15   WO2016/089974   Expired
  TWO
PARTICLE ELECTROPHORETIC LAMINATE FOR USE WITH SMART WINDOWS WITH REDUCED DIFFRACTION
14/574868   USA   18-Dec-14   9567995   Expired
  WINDOW
OPACITY ATTENUATION USING MICROFLUIDIC CHANNELS
14/828559   USA   18-Aug-15   9816501   Issued   WINDOW
OPACITY ATTENUATION USING MICROFLUIDIC CHANNELS
15/916917   USA   9-Mar-18   10926859   Issued   SMART
WINDOW ACTIVATION TO PREVENT LASER DISTURBANCE
15/975996   USA   10-May-18   10935818   Issued   EVENT-BASED,
AUTOMATED CONTROL OF VISUAL LIGHT TRANSMISSION THROUGH VEHICLE WINDOW
15/335325   USA   26-Oct-16   10106018   Issued   AUTOMATED
WINDSHIELD GLARE ELIMINATION ASSISTANT
15/255388   USA   2-Sep-16   10144275   Issued   ENVIRONMENTAL
CONTROL IN VEHICLES
2017048.6   GB   2-May-19   2586760   Issued   EVENT-BASED,
AUTOMATED CONTROL OF VISUAL LIGHT TRANSMISSION THROUGH VEHICLE WINDOW
201980021319.3   CN   2-May-19   CN111936331A   Pending   EVENT-BASED,
AUTOMATED CONTROL OF VISUAL LIGHT TRANSMISSION THROUGH VEHICLE WINDOW
112019000749.1   DE   2-May-19   112019000749   Pending   EVENT-BASED,
AUTOMATED CONTROL OF VISUAL LIGHT TRANSMISSION THROUGH VEHICLE WINDOW

 

  

2020-560315   JP   2-May-19       Pending   EVENT-BASED,
AUTOMATED CONTROL OF VISUAL LIGHT TRANSMISSION THROUGH VEHICLE WINDOW
IB2019/053578**   PCT   2-May-19   WO2019/215544   Expired   EVENT-BASED,
AUTOMATED CONTROL OF VISUAL LIGHT TRANSMISSION THROUGH VEHICLE WINDOW
17/498,702   USA   11-Oct-21       Pending   REFRACTIVE
INDEX MATCHED RESIN FOR ELECTROPHORETIC DISPLAYS AND OTHER APPLICATIONS
17/679,589   USA   24-Feb-22       Pending   WINDOW
SYSTEM AND METHOD UTILIZING A WINDOW PANE ASSEMBLY AND LOCKING SYSTEM FOR EASY INSERTION OF A WINDOW PANE ASSEMBLY WITH ELECTRONICALLY
CONTROLLABLE SCALABLE APERTURES FOR ATTENUATING OR OTHERWISE MODULATING LIGHT TRANSMISSION THROUGH SAID ASSEMBLY
17/679,605   USA   24-Feb-22       Pending   WINDOW
SYSTEM AND METHOD UTILIZING A WINDOW PANE ASSEMBLY AND LOCKING SYSTEM FOR EASY INSERTION OF A WINDOW PANE ASSEMBLY WITH ELECTRONICALLY
CONTROLLABLE SCALABLE APERTURES FOR ATTENUATING OR OTHERWISE MODULATING LIGHT TRANSMISSION THROUGH SAID ASSEMBLY
63/321,629   USA   29-Mar-22       Pending   SELF-ALIGNING
MASTER AREA MULTIPLICATION FOR CONTINUOUS EMBOSSING
17/942,153   USA   11-Sep-22       Pending   APPLICATIONS
OF AN ELECTROKINETIC DEVICE FOR AN IMAGING SYSTEM
14/373,814   USA   22-Jul-14   9441122   Issued   INKS
INCLUDING SEGMENT COPOLYMER GRAFTED PIGMENTS VIA AZIDE CHEMISTRY (recently assigned to Crown)

 

* Co-owned
with University of Cincinnati

 

Patent
No.
  Country   Patent
Date
  Publication No.   Status   Title
8,183,757
  USA   22-May-12       Issued   DISPLAY ELEMENT
8,184,357
  USA   22-May-12       Issued   DISPLAY ELEMENT
8,331,014
  USA   11-Dec-12       Issued   PIGMENT-BASED INKS
8,384,659
  USA   26-Feb-13       Issued   DISPLAY ELEMENT INCLUDING ELECTRODES AND A FLUID WITH COLORANT PARTICLES
8,432,598
  USA   30-Apr-13       Issued   TRANSPARENT CONDUCTOR STRUCTURE
8,896,906
  USA   25-Nov-14       Issued   INKS INCLUDING BLOCK COPOLYMER GRAFTED PIGMENTS VIA AZIDE CHEMISTRY
8,018,642
  USA   13-Sep-2011       Issued   ELECTRO-OPTICAL DISPLAY

 

  

Business
Model

 

We
intend to manufacture our patented EK Technology under the name DynamicTint™. We intend to generate revenue by selling our Smart
Window Inserts powered by DynamicTint™ to our customers.

 

Crown’s
first product will be the Smart Window Insert powered by DynamicTint™ for retrofitting in commercial buildings. Crown’s Smart
Window Inserts will allow the building owner to quickly convert a single pane window unit to a dual pane window unit. Crown’s Inserts
will act as the “second pane” and will allow the building owner to enjoy all the benefits of a dual pane window without having
to replace their existing single pane windows.

 

Crown’s
customers will be able to buy and own their Smart Window Inserts but also, at some stage, have the option to enter long-term leases of
the Inserts with Crown.Additional applications we are exploring with potential customers of Crown’s DynamicTint include:

 

Smart
Window Inserts for retrofitting of commercial buildings in markets outside the United States.

 

Smart
Window Inserts for retrofitting of multi-family buildings.

 

Residential
homes: residential windows, garage door windows, windows contained in and surrounding residential
front doors as well as residential skylights.

 

 

As
Crown’s DynamicTint technology requires very little energy to effect that transition from clear to dark state, a rechargeable battery
coupled with a built-in solar cell eliminates the need to hardwire the inserts to the building electrical system. Crown believes that
the potential retrofit market for its Smart Window Inserts is significantly large. Each unit will have wireless communication capability
for control of the film and communication with the building HVAC system.

 

Partners
and Customers

 

On
August 15, 2022, Crown executed two purchase orders (the “HPP PO’s”) with Hudson Pacific Properties L.P. to install
its Smart Window Inserts powered by DynamicTintTM in two San Francisco area office buildings.

 

On
March 25, 2022, Crown executed a Master Supply Agreement (the “BDN MSA”) with Brandywine Operating Partnerships L.P. to install
its Smart Window Inserts powered by DynamicTintTM in Brandywine office buildings. The BDN MSA provides the master terms and
conditions under which purchase orders will be executed for Crown to supply units to retrofit windows at certain locations.

 

On
December 27, 2021, Crown executed a Master Supply Agreement (the “HPP MSA”) with Hudson Pacific Properties L.P. for the installation
of Crown’s energy saving Smart Window Inserts in several office properties across its West Coast portfolio. The HPP MSA provides
the master terms and conditions under which purchase orders will be executed for Crown to supply units to retrofit windows at certain
locations.

 

Prior
to this, on September 27, 2021, Crown had entered into a Master Supply Agreement with MetroSpaces Inc., Crown’s first commercial
customer, install its Smart Window Inserts in MetroSpaces’ 70,000 square-foot Houston, Texas office building.

 

In
the future, Crown and its customers may enter into multiple specific transactions by executing purchase orders for additional buildings.

 

Additionally,
discussions with multiple other building owners to buy Crown Smart Window Inserts are progressing as the regulatory and consumer pressure
to reduce the level of energy consumption and carbon emissions continues to build.

 

 

Manufacturing

 

Crown
is developing its manufacturing capabilities to meet anticipated demand for the Smart Window Insert at its facilities located in Corvallis,
Oregon, for film production, and Salem, Oregon, for Smart Window Insert manufacturing.

 

Crown
plans to produce its EK film at its facilities in Corvallis using its existing roll to roll (the “R2R”) embossing equipment.
We intend to perform all other film manufacturing processes at our Corvallis facility upon receipt of additional manufacturing equipment
currently ordered and awaiting delivery.

 

Crown’s
Smart Window Inserts will be produced at our Salem facility, where EK film will be laminated to glass, and then assembled into a frame.
The inserts electronic components will also be integrated into the insert and the final assembled inserts will be packaged for shipment
from Salem to our customers’ buildings.

 

The
completion of Crown’s facilities in Corvallis and Salem marks our transition to being completely self-sufficient in manufacturing
our products, eliminating any dependency on contract manufacturers or partners.

 

Commercial
Office Building Market

 

Commercial
buildings have gotten larger in the United States as their floorspace continues to grow faster than the number of commercial buildings,
according to preliminary results from the U.S. Energy Information Administration’s (EIA) 2018 Commercial Buildings Energy Consumption
Survey
(CBECS). CBECS estimates that 5.9 million U.S. commercial buildings contained a total of 97 billion square feet as of 2018.
The number of commercial buildings increased by 6%, and commercial square footage increased by 11% since the CBECS was last conducted
in 2012.

 

Smart
Glass Industry Trends

 

We
believe there are favorable converging global trends in the major near-term markets for “smart glass” products. Key factors
driving the growth of the smart glass market are the growing demand for smart glass for energy savings for existing commercial and residential
buildings. Added to this trend are government mandates and legislation for energy-efficient construction of both commercial and residential
buildings. There is a growing opportunity for smart windows in the transportation industry including automobiles, commercial trucks,
buses, and passenger rail cars.

 

In
both public and private sectors across the world, there are substantial efforts targeted toward the promotion and use of energy efficient
smart glass materials, including those used in automobiles, windows and other architectural glazings.

 

In
September 2020, Markets and Markets issued Smart Glass Market with COVID-19 Impact by Technology (Suspended Particle Display, Electrochromic,
Liquid Crystal), Application (Architecture, Transportation, Consumer Electronics), and Geography – Global Forecast to 2025
. The smart
glass market size is expected to grow from $3.8 billion in 2020 to $6.8 billion by 2025, at a CAGR of 12.1% during the forecast period.
The growth of the smart glass industry is driven by factors, such as the growing adoption of smart glass in automotive application and,
declining prices for electrochromic material. Other major driving factors for smart glass adoption include supportive government mandates
and legislation on energy efficiency. Governing bodies of various countries are increasingly encouraging the use of these energy-efficient
products.

 

 

Smart
glass has inherent energy-saving and auto-dimming properties, which reduces its maintenance cost. As a result, the perceived benefits
of these glass products are more than the incurred investments.

 

Crown
believes that the smart glass industry is in the initial phase of growth and that DynamicTintTM may have commercial applicability
in many products where variable light-control is desired.

 

Legislation

 

The
Inflation Reduction Act “IRA” of 2022 was signed into law by President Biden on August 16, 2022. Included in the landmark
legislation were changes to the Energy Efficient Commercial Buildings Deduction (179D). This tax deduction encourages commercial
building owners to install energy-efficient systems in new construction but, more pertinently for Crown, also to retro-fit investments
in existing buildings.

 

The
new IRA changes to the 179D deduction includes an increase in the tax deductions, reductions in the levels of qualifying efficiencies,
and an expansion of the deduction eligibility to include REITs.

 

At
the local level, legislation such as New York City’s Local Law 97 “LL97” have been enacted to drive sustainability
in the built environment. Under LL97, most buildings over 25,000 square feet will be required to meet new energy efficiency and greenhouse
gas emissions limits by 2024. Stricter limits will come into effect in 2030 with a goal to reduce the city’s largest buildings
emissions by 40 percent.

 

Addressing
energy leakage through building envelopes, primarily windows, will be one of the key areas of energy reduction for REIT’s who will
otherwise be subjected to material annual penalties for non-compliance.

 

Our
Technology

 

DynamicTintTM
combines many of the favorable properties of the other smart window technologies. It has fast-switching time and unlike electrochromic
(EC) technology, modulation in light level is not area dependent and the film is neutral in color in all settings. Unlike Suspended Particles
Devices (SPD) and Polymer Dispersed Liquid Crystal (PDLC) technology, EK film does not need high voltage alternating current to power
the film. Because of the low power requirements, EK films can be powered with batteries or combined with small area solar cells, allowing
retrofit to existing windows. Furthermore, in the future, EK film could be made with other colorants and it is possible with modification
to the design to use two colorants in the same film, which has been demonstrated in the recent past under a research project at the University
of Cincinnati. Below is a table outlining some of the typical properties of each technology.

 

Other
Smart Glass Technologies

 

Variable
light transmission technologies can be classified into two basic types: “active” technologies that can be controlled electrically
by the user either automatically or manually, and “passive” technologies that can only react to ambient environmental conditions
such as changes in lighting or temperature. Most of the technologies are “active”. One type that is passive is thermochromic
technology where a rise in temperature will darken the film applied to glass.

 

 

 

We believe that our DynamicTint has certain performance
advantages over other “smart glass” technologies and that pricing and product performance are the two main factors critical
to the adoption of smart glass products. Because the non-EK smart glass technologies listed below do not have published, consistent pricing
or cost data that can be relied upon, we cannot accurately report our price position relative to these other technologies. In terms of
product performance, we believe that DynamicTint offers numerous advantages over other smart glass technologies, as discussed below.

 

Technology    Can Retrofit   Power Usage   Can Tint
to Black
 

Solar or

Battery
Powered

 

Tint

Transition Speed

  Light Transmission
DynamicTintTM (Electrokinetic)   &check;   <0.01 W/M2   &check;   &check;   approx. 4 sec  

3.0% – 70% or 0.4

%-50%

                         
Electrochromic (EC)     0.3 – 2 W/M2 (30X EK)       5-40 min   <1% – 58%
                         
Suspended Polymers in Particles (SPD)
1
    1.1 W/M2 at
100V/50hz (110X EK)
      <3 sec   0.8% – 55%
                         
Polymer Dispersed Liquid Crystal (PDLC)     5 – 20 W/M2 (500X EK)       1 – 3 sec   ~80%

 

Ref. 1: SPD Film – LCF-1103DHA90
Showa Denko Material Co.

 

Electrochromic Glass

 

Electrochromic (EC) glass technology has been used
as a light absorbing technology for rear view mirrors in automobiles for decades, and more recently for large-scale windows. However,
the EC technology developed for windows is based on a different set of materials that are directly deposited on the heat-treated glass
panels. All of the current EC companies use tungsten oxide as the main component involved in the color transition from clear to blue.
Because of the nature of the chemical transition of tungsten oxide, EC film does not absorb as much of the blue light, so remaining light
will have a strong blue hue both in the room and when looking through the window. The speed of the switching time from dark to light
vice versa is directly related to the size of the window area and the electrode design which brings electrical current to the EC material
to start the chemical transition. EC technology is basically a battery-like material that requires “charging and discharging”.
The time to charge/discharge the EC material in a large window can take up to 40 minutes to change form the dark state to the clear state
at nominal temperatures. Also, during switching of the EC film, there can be non-uniform areas which can vary in level of tint from center
to edge. The larger the area of the window, the more non-uniform during the change of state. Longer switching time can minimize the non-uniform
areas. The EC materials are typically vacuum deposited directly on “defect-free” glass. The typical investment required for
a large window electrochromic factory can run into the hundreds of millions of dollars, due to the large-scale vacuum equipment required,
low particulate cleanroom required, and the relatively slow speed of deposition for all the various layers. Halio, formerly Kinestral
Technologies, is using a chemical liquid deposition technique to replace some of the vacuum deposition steps to lower the capital investment
needed for manufacturing.

 

Suspended Particle Glass
(SPD)

 

SPD is a film that has suspended long and narrow
particles in an encapsulated liquid polymer film with layers of ITO on either side to allow generation of an alternating current electrical
field to twist the particles from a random state to a near vertical state perpendicular to the ITO plane. In the vertical state light
passes through the film and in the random state the light is absorbed by the particles. The color of the film is blue since the particles
used in the film do not absorb blue light as well as other colors of sunlight. No other types of particles have been created for this
type of device. The film responds quickly to the electrical field, however, requires constant high AC voltage to hold the clear state.
The film is manufactured on plastic and uses roll-to-roll (R2R) equipment processing. Also, because the particles are aligned when in
the clear state, the film has a limited viewing angle much like older liquid-crystal displays. When viewed at a side angle, the film
will appear darker. The current market for SPD has been mainly automobile sunroofs where the viewing angle of the passengers is relatively
fixed at nearly perpendicular angle to the SPD film.

 

Polymer-Dispersed Liquid
Crystal (PDLC) Film

 

PDLC requires an AC electric field like the SPD
film described above to achieve a clear state. However, the liquid-crystal based film can only scatter light in the power-off state,
therefore, most of the incoming light is transmitted through the film (~80%). Typically, the PDLC film is used for interior windows or
doors to create privacy. PDLC has similar manufacturing methods using R2R equipment and plastic film with ITO conductor to the SPD film.
The film is available from many Far East manufacturing companies with some able to make ~150 cm width film. The quality of the film can
vary based on the manufacturing company. The film was invented at Kent State University in the 1980’s and the patents have expired.

 

Competition

 

Several smart glass competitors have an operating
history, including:

 

SAGE Electrochromic, Inc., a wholly
owned subsidiary of Saint-Gobain, which develops and manufactures electrochromic glass;

 

View Glass [NASDAQ: VIEW] and Halio,
formerly Kinestral Technologies, manufacture electrochromic glass at their purpose-built
manufacturing facilities and both are headquartered in California; and

 

Research Frontiers, Inc. [NASDAQ:
REFR] licenses an electronically controlled tinted film, utilizing SPD technology, to various
companies.

 

Crown Electrokinetics expects that other competitors
will emerge in the future.

 

Research and Development

 

Crown has been using a 6” width R2R equipment
capable of handling the deposition, embossing and lamination steps of the manufacturing process for its research and development for
the past three years. Crown will have its proto-manufacturing roll-to-roll equipment at 12” width available in 2022. Production
prototypes for qualification and system testing will be sourced from the 12” equipment in 2022. Crown will utilize the 12”
width film for the first-generation Smart Window Insert. Larger scale manufacturing is planned at a minimum of 36” width film to
address markets including appropriately sized commercial building window inserts, larger format skylights inserts, and many automobile
sunroofs. Thereafter, Crown will develop capability to manufacture DynamicTint film of at least 72” width capability. This will
allow Crown to address the vast majority of window sizes for most applications.

 

As a result of our research and development efforts,
we believe that our EK technology is now, or with additional development will become, usable in a number of commercial products. Such
products may include one or more of the following fields: “smart” windows, doors, skylights and partitions; self-dimmable
automotive sunroofs, windows, sun visors, and mirrors.

 

We have devoted most of our financial resources
to research and development activities with the goal of producing commercially viable EK products and has developed working samples of
our EK technology.

 

Crown’s main goals in its research and development
include:

 

developing wider ranges of light transmission,

 

reducing the voltage required to operate DynamicTintTM,

 

obtaining data and developing improved materials regarding environmental
stability and longevity, and

 

quantifying the degree of energy savings expected by users of
our technology.

 

Employees

 

We have sixteen full-time employees. Thirteen of
the employees are technical personnel, and the rest perform business development, finance, marketing, investor relations, and administrative
functions. Crowns employees have extensive industrial experience in leading technology, EV, glass, and ink-based manufacturing companies.
We believe that our success is dependent upon, among other things, the services of our senior management, the loss of which could have
a material adverse effect upon our prospects. None of our employees are represented by a labor union or covered by a collective bargaining
agreement.

 

As Crown continues to grow, we will add additional
manufacturing engineering, marketing, and administrative personnel.

 

Corporate Information

 

Our primary business location is the R&D and
Manufacturing facility located at 1110 NE Circle Blvd., Corvallis, OR 97330. We also have an office located at 11601 Wilshire Blvd.,
Suite 2240, Los Angeles, CA 90025. Our telephone number is +1 (800) 674-3612 and our Internet website address is www.crownek.com.
We were incorporated in the State of Delaware on April 20, 2015.

 

 

The Offering

 

Securities offered by the Selling Stockholders:  

53,548,767 shares of common stock, which includes (i) 814,102 shares of
common stock issuable upon the conversion of shares of our Series D Preferred Stock (the “Series D Preferred Stock”), (ii)
27,199,254 shares of our common stock, consisting of (a) 10,879,702 shares of common stock issuable upon the conversion of our Senior
Notes and (b) 16,319,552 additional shares of common stock that we are required to register pursuant to a registration rights agreement
between us and certain selling stockholders obligating us to register 200% of the maximum number of shares of common stock issuable upon
conversion of our Senior Notes, (iii) 22,573,505 shares of common stock issuable upon the exercise of outstanding warrants to purchase
shares of common stock (the “Warrants”), (iv) 1,161,905 shares of common stock issued pursuant to vested Restricted Stock
Units and (v) 1,800,000 shares of common stock issuable to our consultants.

     
Common stock outstanding:   20,243,509 shares (1)
     
Common stock to be outstanding after the offering assuming conversion of all of the Series D Preferred Stock and Senior Notes and exercise of all Warrants:   72,630,371 shares (2)
     
Use of Proceeds:   We will not receive any proceeds from the sale by the Selling Stockholders of the shares of common stock being offered by this prospectus. However, we may receive proceeds from the cash exercise of the Warrants, which, if exercised in cash at the current exercise price with respect to all Warrants, would result in gross proceeds to us of approximately $8.1 million. The proceeds from such Warrant exercises, if any, will be used for working capital and general corporate purposes.
     
Risk Factors:   Investing in our securities is highly speculative and involves a high degree of risk. You should carefully consider the information set forth in the “Risk Factors” section on page 15 before deciding to invest in our securities.
     
Trading Symbol:   Our common stock is currently quoted on The Nasdaq Capital Market under the trading symbol “CRKN”.

 

(1)

Includes 1,161,905 previously issued shares of common stock being registered hereunder.

   
(2) Includes the 16,319,552 shares of common stock that we are required to register pursuant to a registration
rights agreement between us and certain selling stockholders obligating us to register 200% of the maximum number of shares of common stock issuable upon conversion of our Senior
Notes.

 

The shares of common stock outstanding and the
shares of common stock to be outstanding after this offering is based on 20,243,509 shares outstanding as of November 4, 2022
and excludes:

 

9,838,486 shares of common stock
issuable upon the exercise of options of which 8,513,589 have vested at a weighted average
exercise price of $2.79 per share as of September 30, 2022;

 

5,087,677 shares of common stock
issuable upon the exercise of warrants (excluding the Warrants) of which 5,087,677 are exercisable
at a weighted average exercise price of $2.49 per share as of September 30, 2022;

 

1,743,018 shares of common stock
issuable upon the vesting of restricted stock units of which 855,556 have vested;

 

2,768,106 shares of common stock
issuable upon the conversion of 251 shares of Series A Preferred Stock and 1,443 shares of
Series B Preferred Stock, and 500,756 shares of Series C Preferred Stock;

 

22,573,505 shares of common stock
issuable upon the exercise of the Warrants which are exercisable at a weighted average exercise
price of $0.36 per share;

 

814,102 shares of common stock issuable
upon the conversion of the Series D Preferred Stock; and

 

10,879,702 shares of common stock issuable upon the conversion of the Senior Notes,
based on a conversion price of $0.495.

 

 

RISK FACTORS

 

An investment in our securities
involves a number of risks. Before deciding to invest in our securities, you should carefully consider the risks described below and discussed
under the section captioned “Risk Factors” contained in our Transitional Report on Form 10-KT for the year ended December
31, 2021, our Quarterly Report on Form 10-Q for the three-month period ended March 31, 2022, our Quarterly Report on Form 10-Q for the
three-and six-month periods ended June 30, 2022 and our Quarterly Report on Form 10-Q for the three- and nine-month periods ended September
30, 2022, which are incorporated by reference in this prospectus, the information and documents incorporated by reference herein, and
in any prospectus supplement or free writing prospectus that we have authorized for use in connection with an offering. If any of these
risks actually occurs, our business, financial condition, results of operations or cash flow could be harmed. This could cause the trading
price of our common stock to decline, resulting in a loss of all or part of your investment. The risks described in the documents referenced
above are not the only risks that we face. Additional risks not presently known to us or that we currently deem immaterial may also affect
our business.

 

 

PRIVATE PLACEMENTS

 

Series D Preferred Stock and July Warrants

 

On
July 26, 2022, we entered into a Securities Purchase Agreement with certain investors, pursuant to which such investors purchased an
aggregate of 1,058 shares of Series D Preferred Stock for an aggregate purchase price of approximately $1.06 million. In addition, in
connection with the issuance of the Series D Preferred Stock, the Selling Stockholders received warrants, which are exercisable for a
period of five years, to purchase an aggregate of 814,102 shares of common stock (the “July Warrants”). The July Warrants
are exercisable at an exercise price of $1.30 per share of common stock, subject to certain adjustments as set forth in the July Warrants.
The holders may exercise the July 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.

 

Each
share of Series D Preferred Stock has a stated value of $1,000, is be convertible into shares of common stock at an initial conversion
price of $1.30 (subject to adjustment pursuant to the Certificate of Designations, Preferences and Rights of the Series D Preferred Stock,
filed with the Secretary of State of the State of Delaware on July 8, 2022 (the “Certificate of Designation”)) and are entitled
to a cash dividend of 12% of the stated value upon conversion into shares of common stock. We may redeem all, but not less than all,
of the Series D Preferred Stock for cash, at a price per share of Series D Preferred Stock equal to 125% of the stated value, as set
forth in the Certificate of Designation. Subject to certain exceptions set forth in the Certificate of Designation, the holders of Series
D Preferred Stock shall not have the right to vote unless required by applicable law.

 

Senior Notes and
October Warrants

 

On October
19, 2022, we entered into a Securities Purchase Agreement with certain investors (the “October Purchase Agreement,” pursuant
to which such investors purchased an aggregate of $5.4 million in principal amount of senior secured convertible notes (the “Senior
Notes”), which are convertible into shares of common stock at a conversion price per share of $0.495, subject to adjustment under
certain circumstances described in the Senior Notes. In addition, the investors received warrants, which are exercisable for a period
of five years, to purchase an aggregate of 21,759,403 shares of common stock (the “October Warrants” and, together with the
July Warrants, the “Warrants”). The October Warrants are exercisable at an exercise price of $0.32 per share of common stock,
subject to certain adjustments as set forth in the October Warrants. The holders may exercise the October Warrants on a cashless basis
if the shares of our common stock underlying the October Warrants are not then registered pursuant to an effective registration statement.

 

The Senior
Notes were issued with a conversion price at a 54% premium to the most recent closing price as of the date of the transaction, an original
issue discount of 35%, do not bear interest, and mature upon the earlier of twelve months from the date of issuance or the closing of
a change of control transaction (as defined in the Senior Notes). The Senior Notes are convertible into shares of common stock at a conversion
price per share of $0.495, subject to adjustment under certain circumstances described in the Senior Notes. To secure our obligations
under the Senior Notes and the October Purchase Agreement, we have granted a security interest over all of our assets to the collateral
agent for the benefit of the Investors, pursuant to a security agreement, subject to exceptions for certain strategic transactions. 

 

The
Series D Preferred Stock, the Senior Notes and the Warrants sold were not registered under the Securities Act or the securities laws
of any state, and were offered and sold in reliance on the exemption from registration afforded by Section 4(a)(2) under the Securities
Act and Regulation D promulgated thereunder and corresponding provisions of state securities laws, which exempt transactions by an issuer
not involving any public offering. The Purchasers are “accredited investors” as such term is defined in Regulation D promulgated
under the Securities Act.

 

 

USE OF PROCEEDS

 

We are not selling any securities
under this prospectus and will not receive any proceeds from the sale of the common stock offered by this prospectus by the Selling Stockholders.
However, we may receive proceeds from the cash exercise of the Warrants, which, if exercised in cash at the current exercise price with
respect to all Warrants, would result in gross proceeds to us of approximately $8.1 million. The proceeds from such Warrant exercises,
if any, will be used for working capital and general corporate purposes. We cannot predict when or whether the Warrants will be exercised,
and it is possible that some or all of the Warrants may expire unexercised. For information about the Selling Stockholders, see “Selling
Stockholders
.”

 

The Selling Stockholders will pay any underwriting
discounts and commissions and expenses incurred by the Selling Stockholders for brokerage or legal services or any other expenses incurred
by the Selling Stockholders in disposing of the shares of common stock offered hereby. We will bear all other costs, fees and expenses
incurred in effecting the registration of the shares of common stock covered by this prospectus, including all registration and filing
fees and fees and expenses of our counsel and accountants.

 

DESCRIPTION OF SECURITIES

 

Our authorized capital stock
consists of 200,000,000 shares of common stock, par value $0.0001 per share, and 50,000,000 shares of preferred stock, par value $0.0001
per share, including 300 shares of Series A Preferred Stock, 1,500 shares of Series B Preferred stock, 600,000 shares of Series C Preferred
Stock and 7,000 shares of Series D Preferred Stock. As of September 30, 2022, 18,523,072 shares of common stock were issued and outstanding,
251 shares of Series A Preferred Stock were issued and outstanding, 1,443 shares of Series B Preferred Stock were issued and outstanding,
500,756 shares of Series C Preferred Stock were issued and outstanding and 1,058 shares of Series D Preferred Stock were issued and outstanding.

 

Common Stock

 

Voting, Dividend and Other
Rights
. Each outstanding share of common stock entitles the holder to one vote on all matters presented to the shareholders for a
vote. Holders of shares of common stock have no cumulative voting, preemptive, subscription or conversion rights. All shares of common
stock to be issued pursuant to this registration statement will be duly authorized, fully paid and non-assessable. Our Board of Directors
determines if and when distributions may be paid out of legally available funds to the holders. To date, we have not declared any dividends
with respect to our common stock. Our declaration of any cash dividends in the future will depend on our Board of Directors’ determination
as to whether, in light of our earnings, financial position, cash requirements and other relevant factors existing at the time, it appears
advisable to do so. We do not anticipate paying cash dividends on the common stock in the foreseeable future.

 

Rights Upon Liquidation.
Upon liquidation, subject to the right of any holders of the preferred stock to receive preferential distributions, each outstanding
share of common stock may participate pro rata in the assets remaining after payment of, or adequate provision for, all our known debts
and liabilities.

 

Majority Voting. The
holders of a majority of the outstanding shares of common stock constitute a quorum at any meeting of the shareholders. A plurality of
the votes cast at a meeting of shareholders elects our directors. The common stock does not have cumulative voting rights. Therefore,
the holders of a majority of the outstanding shares of common stock can elect all of our directors. In general, a majority of the votes
cast at a meeting of shareholders must authorize shareholder actions other than the election of directors. Most amendments to our certificate
of incorporation require the vote of the holders of a majority of all outstanding voting shares.

 

Preferred Stock

 

Authority of Board of
Directors to Create Series and Fix Rights
. Under our certificate of incorporation, as amended, our Board of Directors can issue up
to 50,000,000 shares of preferred stock from time to time in one or more series. The Board of Directors is authorized to fix by resolution
as to any series the designation and number of shares of the series, the voting rights, the dividend rights, the redemption price, the
amount payable upon liquidation or dissolution, the conversion rights, and any other designations, preferences or special rights or restrictions
as may be permitted by law. Unless the nature of a particular transaction and the rules of law applicable thereto require such approval,
our Board of Directors has the authority to issue these shares of preferred stock without shareholder approval.

 

On January 22, 2021, we filed
Amended and Restated Certificates of Designation, Preferences and Rights to create our Series A Preferred Stock and Series B Preferred
Stock (collectively, “Preferred Stock”). The preferences, rights and terms of the Series A Preferred Stock and Series B Preferred
Stock are identical except for the conversion price associated with each.

 

Voluntary Conversion.
The Preferred Stock is convertible at any time at the option of the holder thereof, into that number of shares of common stock determined
by dividing the Stated Value of such Preferred Stock (which is $1,000) by the conversion price. The current conversion price is $1.3329
for the Series A Preferred Stock and $0.7149 for the Series B Preferred Stock. The conversion price shall be adjusted in the event that
we (i) pay a stock dividend or otherwise make a distribution or distributions payable in shares of our common stock, (ii) subdivide outstanding
shares of our common stock into a larger number of shares, (iii) combine (including by way of a reverse stock split) outstanding shares
of our common stock into a small number of shares, or (iv) issue, in the event of a reclassification of shares of our common stock, any
shares of our capital stock.

 

 

Mandatory Conversion.
If (i) the closing price of our common stock exceeds 300% of the then-current conversion price for five consecutive trading days, (ii)
the daily average trading volume during thirty consecutive trading days was in excess of $100,000 per trading day, (iii) our common stock
is DWAC eligible and not subject to a “DTC chill” and (iv) the shares of our common stock are freely tradeable pursuant to
Rule 144 of the Securities Act, we have the right to require the holders of Preferred Stock to convert all remaining shares of Preferred
Stock into shares of common stock.

 

Voting, Dividend and Other
Rights
. Holders of Preferred Stock shall have no voting rights. Each outstanding share of Preferred Stock entitles the holder, from
and after the second anniversary of the issuance date thereof, to quarterly dividends at an annual rate of 8% of the Stated Value per
share of Preferred Stock (subject to adjustment), payable in either cash or shares of common stock at our discretion.

 

Rights Upon Liquidation.
In the event of any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, the holders of Preferred
Stock shall be entitled to receive out of our assets an amount equal to the Stated Value for each share of Preferred Stock before any
distribution or payment shall be made to the holders of our common stock. Thereafter, the holders of Preferred Stock shall be entitled
to receive the same amount that a holder of our common stock is entitled to receive if the shares of Preferred Stock were fully converted
into shares of our common stock, which amounts are to be paid pari passu with holders of our common stock, Series C Preferred
Stock and Series D Preferred Stock.

 

On March 31, 2021, we filed
Certificate of Designation, Preferences and Rights to create our Series C Preferred Stock (“Series C Preferred Stock”). The
preferences, rights and terms of the Series C Preferred Stock are as follows.

 

Voluntary Conversion.
The Series C Preferred Stock is convertible at any time at the option of the holder thereof, into that number of shares of common stock
determined by dividing the Stated Value of such Series C Preferred Stock (which is $1.00) by the conversion price. The conversion price
is $0.893 for the Series C Preferred Stock. The conversion price shall be adjusted in the event that we (i) pay a stock dividend or otherwise
make a distribution or distributions payable in shares of our common stock, (ii) subdivide outstanding shares of our common stock into
a larger number of shares, (iii) combine (including by way of a reverse stock split) outstanding shares of our common stock into a small
number of shares, or (iv) issue, in the event of a reclassification of shares of our common stock, any shares of our capital stock.

 

Mandatory Conversion.
If (i) the closing price of our common stock exceeds 300% of the then-current conversion price for five consecutive trading days, (ii)
the daily average trading volume during thirty consecutive trading days was in excess of $100,000 per trading day, (iii) our common stock
is DWAC eligible and not subject to a “DTC chill” and (iv) the shares of our common stock are freely tradeable pursuant to
Rule 144 of the Securities Act, we have the right to require the holders of Series C Preferred Stock to convert all remaining shares
of Series C Preferred Stock into shares of common stock.

 

Voting, Dividend and Other
Rights
. Holders of Series C Preferred Stock shall have no voting rights. Each outstanding share of Series C Preferred Stock entitles
the holder, from and after the second anniversary of the issuance date thereof, to quarterly dividends at an annual rate of 8% of the
Stated Value per share of Series C Preferred Stock (subject to adjustment), payable in either cash or shares of common stock at our discretion.

 

Rights Upon Liquidation.
In the event of any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, the holders of Series C
Preferred Stock shall be entitled to receive out of our assets an amount equal to the Stated Value for each share of Series C Preferred
Stock before any distribution or payment shall be made to the holders of our common stock. Thereafter, the holders of Series C Preferred
Stock shall be entitled to receive the same amount that a holder of our common stock is entitled to receive if the shares of Series C
Preferred Stock were fully converted into shares of our common stock, which amounts are to be paid pari passu with holders of
our common stock, Series A Preferred Stock, Series B Preferred Stock and Series D Preferred Stock.

 

 

On July 8, 2022, we filed
the Certificate of Designation. The preferences, rights and terms of the Series D Preferred Stock are as follows.

 

Voluntary Conversion.
The Series D Preferred Stock is convertible at any time at the option of the holder thereof, into that number of shares of common stock
determined by dividing the Stated Value of such Series D Preferred Stock (which is $1,000) by the conversion price. The conversion price
is $1.30 for the Series D Preferred Stock. The conversion price shall be adjusted in the event that we (i) pay a stock dividend or otherwise
make a distribution or distributions payable in shares of our common stock, (ii) subdivide outstanding shares of our common stock into
a larger number of shares, (iii) combine (including by way of a reverse stock split) outstanding shares of our common stock into a small
number of shares, or (iv) issue, in the event of a reclassification of shares of our common stock, any shares of our capital stock.

   

Voting, Dividend and Other
Rights
. Holders of Series D Preferred Stock shall have no voting rights. Each outstanding share of Series D Preferred Stock entitles
the holder to cumulative dividends at an annual rate of 12% of the Stated Value per share of Series D Preferred Stock (subject to adjustment),
payable in shares of common stock at our discretion.

 

Rights Upon Liquidation.
In the event of any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, the holders of Series D
Preferred Stock shall be entitled to receive out of our assets an amount equal to the Stated Value for each share of Series D Preferred
Stock before any distribution or payment shall be made to the holders of our common stock. Thereafter, the holders of Series D Preferred
Stock shall be entitled to receive the same amount that a holder of our common stock is entitled to receive if the shares of Series D
Preferred Stock were fully converted into shares of our common stock, which amounts are to be paid pari passu with holders of
our common stock, Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock.

 

Outstanding Warrants

 

At September 30, 2022, the following warrants
were outstanding:

 

Underlying Shares of Common Stock     Expiration Date   Initial Exercise Price (1)  
  55,835     November 15, 2023   $ 3.38  
  115,446     May 9, 2024   $ 1.26  
  166,667     July 3, 2024   $ 0.03  
  470,578     June 4, 2025   $ 1.12  
  208,000     July 8, 2025   $ 3.39  
  265,267     September 12, 2025   $ 3.75  
  532,304     October 2, 2025   $ 3.38  
  99,955     December 1, 2025   $ 4.65  
  940,730     January 26, 2026   $ 0.39  
  355,485     January 26, 2026   $ 3.39  
  235,183     January 27, 2026   $ 0.39  
  88,871     January 27, 2026   $ 3.39  
  248,170     January 27, 2026   $ 5.63  
  133,630     January 29, 2026   $ 5.63  
  100,724     September 16, 2026   $ 1.26  
  300,000     September 25, 2026   $ 5.00  
  150,000     September 28, 2026   $ 4.08  
  75,000     October 29, 2026   $ 4.07  
  50,000     November 6, 2026   $ 4.13  
  100,000     December 22, 2026   $ 3.04  
  200,000     March 18, 2027   $ 2.00  
  230,769     July 26, 2027   $ 1.30  
  76,923     July 26, 2027   $ 1.30  
  19,231     July 26, 2027   $ 1.30  
  230,769     July 26, 2027   $ 1.30  
  256,410     July 26, 2027   $ 1.30  
  62,500     July 22, 2027   $ 0.80  
  300,000     August 12, 2027   $ 0.75  

  

(1) Pursuant to the terms of
such warrants, the exercise price is subject to adjustment in the event of stock splits,
combinations or the like of our common stock.

 

 

Anti-Takeover Effects of Certain Provisions of Our Articles of
Incorporation, as Amended, and Our Bylaws

 

 Our certificate
of incorporation and our Bylaws contain certain provisions that could have the effect of delaying, deferring or discouraging another
party from acquiring control of us. These provisions and certain provisions of Delaware law, which are summarized below, may discourage
coercive takeover practices and inadequate takeover bids. These provisions also may encourage persons seeking to acquire control of us
to first negotiate with our Board of Directors. We believe that the benefits of increased protection of our potential ability to negotiate
with an unfriendly or unsolicited acquirer outweigh the disadvantages of discouraging a proposal to acquire us because negotiation of
these proposals could result in an improvement of their terms.

 

Undesignated Preferred
Stock.
As discussed above, our Board of Directors has the ability to issue preferred stock with voting or other rights or preferences
that could impede the success of any attempt to change control of us. These and other provisions may have the effect of deferring hostile
takeovers or delaying changes in our control or management.

 

Delaware Anti-Takeover
Statute.
We are subject to the provisions of Section 203 of the Delaware General Corporation Law regulating corporate takeovers.
In general, Section 203 prohibits a publicly held Delaware corporation from engaging, under certain circumstances, in a business
combination with an interested stockholder for a period of three years following the date the person became an interested stockholder
unless:

 

Prior to the date of the transaction,
the Board of Directors of the corporation approved either the business combination or the
transaction that resulted in the stockholder’s becoming an interested stockholder;

 

Upon completion of the transaction
that resulted in the stockholder’s becoming an interested stockholder, the interested
stockholder owned at least 85% of the voting stock of the corporation outstanding at the
time the transaction commenced, excluding for purposes of determining the voting stock outstanding,
but not the outstanding voting stock owned by the interested stockholder, (1) shares owned
by persons who are directors and also officers and (2) shares owned by employee stock plans
in which employee participants do not have the right to determine confidentially whether
shares held subject to the plan will be tendered in a tender or exchange offer; or

 

At or subsequent to the date of the
transaction, the business combination is approved by the Board of Directors and authorized
at an annual or special meeting of stockholders, and not by written consent, by the affirmative
vote of at least 66-2/3% of the outstanding voting stock that is not owned by the interested
stockholder.

 

Generally, a business combination
includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. An interested
stockholder is a person who, together with affiliates and associates, owns or, within three years prior to the determination of interested
stockholder status, did own 15% or more of a corporation’s outstanding voting stock. We expect the existence of this provision
to have an anti-takeover effect with respect to transactions our Board of Directors does not approve in advance. We also anticipate that
Section 203 may discourage attempts that might result in a premium over the market price for the shares of common stock held by
stockholders.

 

The provisions of Delaware
law and the provisions of our certificate of incorporation and Bylaws, as amended, could have the effect of discouraging others from
attempting hostile takeovers and, as a consequence, they may also inhibit temporary fluctuations in the market price of our common stock
that often result from actual or rumored hostile takeover attempts. These provisions may also have the effect of preventing changes in
our management. It is possible that these provisions could make it more difficult to accomplish transactions that stockholders may otherwise
deem to be in their best interests.

 

Transfer Agent and Registrar

 

The registrar and transfer
agent for our common stock is VStock Transfer, LLC, located at 18 Lafayette Place Woodmere, New York 11598.

 

 

SELLING STOCKHOLDERS

 

The common stock being offered
by the Selling Stockholders are those previously issued to the Selling Stockholders, those issuable to the Selling Stockholders upon
conversion of the Series D Preferred Stock or the Senior Notes or exercise of the Warrants. For additional information regarding the
issuances of those shares of common stock, Series D Preferred Stock, Senior Notes and grant of Warrants, see “Private Placements
above. We are registering the shares of common stock in order to permit the Selling Stockholders to offer the shares for resale from
time to time. Except for the ownership of the shares of common stock, Series D Preferred Stock, the Senior Notes and the Warrants, the
Selling Stockholders have not had any material relationship with us within the past three years.

 

The table below lists
the Selling Stockholders and other information regarding the beneficial ownership (as determined under Section 13(d) of the
Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder) of the shares of common stock held by each of
the Selling Stockholders. The second column lists the number of shares of common stock beneficially owned by each Selling
Stockholder, based on its ownership of shares of common stock, Series D Preferred Stock, Senior Notes and Warrants, assuming the
conversion of such shares of Series D Preferred Stock, Senior Notes and the exercise of the Warrants held by the Selling
Stockholders on that date, and including the additional shares of common stock required to be registered pursuant to a registration
rights agreement with certain of the Selling Stockholders, as discussed in more detail below, without regard to any limitations on
conversions and exercises.

 

The third column lists the
shares of common stock being offered by this prospectus by the Selling Stockholders.

 

In accordance with the terms of a registration rights agreement with
certain of the Selling Stockholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock
issuable to the Selling Stockholders upon the conversion of shares of Series D Preferred Stock issued as described under “Private
Placements
” above, (ii) 200% of the maximum number of shares of common stock issuable to the Selling Stockholders upon the conversion
of Senior Notes issued as described under “Private Placements” above and (iii) the maximum number of shares of common
stock issuable upon exercise of the related Warrants, determined as if the outstanding Senior Notes and Warrants were converted or exercised
(as the case may be) in full as of the trading day immediately preceding the date this registration statement was initially filed with
the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided
in the Registration Rights Agreement, without regard to any limitations on the conversion of the Senior Notes or exercise of the Warrants.
The fourth column assumes the sale of all of the shares offered by the Selling Stockholders pursuant to this prospectus.

 

 

Under the terms of the Series
D Preferred Stock, the Senior Notes and the Warrants, a Selling Stockholder may not convert such shares of Series D Preferred Stock or
such Senior Notes or exercise the Warrants to the extent such conversion or exercise would cause such Selling Stockholder, together with
its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% of our then-outstanding
common stock (the “Maximum Percentage”) following such conversion or exercise, excluding for purposes of such determination
shares of common stock issuable upon conversion of such shares of Series D Preferred Stock or Senior Notes or exercise of the Warrants
that have not been exercised. The number of shares in the second column does not reflect this limitation. The Selling Stockholders may
sell all, some or none of their shares in this offering. See “Plan of Distribution.”

 

Name of Selling Stockholder   Common Stock Owned Prior to
Offering
   

Maximum
Number of
shares of
Common Stock

    Shares Owned After Offering  
    Shares    

Percent

(1)

    to be Sold
(41)
   

Shares

(40)

    Percent (1)  
Cavalry Fund I LP (2)     1,065,000   (21)     4.99 %     14,501,007       119,332       0.59 %
                                         
Cedarview Opportunities Master Fund, LP (3)     1,065,000     (22)     4.99 %     5,007,699              
                                         
Long Grove Partners, LLC (4)     1,065,000     (23)     4.99 %     3,497,047       795,520       3.78 %
                                         
Deschutes I, LP (5)     1,065,000   (24)     4.99 %     1,629,588       156,911       0.77 %
                                         
Firstfire Global Opportunities Fund LLC (6)     1,065,000      (25)     4.99 %     6,994,094              
                                         
Seven Knots LLC (7)     1,065,000   (26)     4.99 %     2,273,081              
                                         
Keystone  Capital Partners LLC (8)     1,065,000     (27)     4.99 %     2,273,081              
                                         
Mercer Street Global Opportunity Fund, LLC (9)     1,065,000      (28)     4.99 %     10,491,141              
                                         
Pinz Capital Special Opportunities Fund LP (10)     1,065,000      (29)     4.99 %     3,497,047              
                                         
Christopher J Ball Irrevocable Trust UTA 12/12/2020 (11)     241,434      (30)     1.18 %     115,384       126,050       0.62 %
                                         
Marion Ball Irrevocable Trust UTA 12/12/2020 (12)     232,035     (31)     1.13 %     115,384       116,651       0.57 %
                                         
The Rohlinger Family Living Trust 2/14/08 (13)     66,511      (32)     0.33 %     38,462       28,049       0.14 %
                                         
Fisher Living Trust (14)     313,806   (33)     1.53 %     153,846       159,960       0.78 %
                                         
The Eleven Fund LLC (15)     1,061,905   (34)     4.98 %     1,061,905              
                                         
C&H Capital Inc. (16)     100,000   (35)     0.49 %     100,000              
                                         
IPwe, Inc. (17)     1,065,000   (36)     4.99 %     1,500,000              
                                         
Granicus IP, LLC (18)     228,523   (37)     1.12 %     100,000       128,523       0.63 %
                                         
Bots Capital Corp. (19)     100,000   (38)     0.49 %     100,000              
                                         
Pinto Fast Track Consulting LLC (20)     100,000     (39)     0.49 %     100,000              

  

(1) The
percentages in the table have been calculated on the basis of treating as outstanding for a particular person, all shares of our capital
stock outstanding on November 4, 2022. On November 4, 2022, there were 20,243,509  shares of our common stock outstanding. To calculate
a stockholder’s percentage of beneficial ownership, we include in the numerator and denominator the common stock outstanding and
all shares of our common stock issuable to that person in the event of the exercise of outstanding warrants owned by that person which
are exercisable within 60 days of November 4, 2022, subject to any contractual restrictions on exercise. Warrants held by other stockholders
are disregarded in this calculation. Therefore, the denominator used in calculating beneficial ownership among our stockholders may differ.
Unless we have indicated otherwise, each person named in the table has sole voting power and sole investment power for the shares listed
opposite such person’s name.

 

 

  (2) Cavalry Fund I Management LLC, the General Partner of Cavalry Fund I LP, has discretionary authority to vote and dispose of the shares held by Cavalry Fund I LP and may be deemed to be the beneficial owner of these shares. Thomas Walsh, in his capacity as CEO of Cavalry Fund I Management LLC, may also be deemed to have investment discretion and voting power over the shares held by Cavalry Fund I LP. Cavalry Fund I LP and Mr. Walsh each disclaim any beneficial ownership of these shares. The address of the selling stockholder is 82 E. Allendale Road, Suite 5B, Saddle River, NJ 07458.

 

  (3) Cedarview Capital Management, LP, the Investment Manager of Cedarview Opportunities Master Fund, LP, has discretionary authority to vote and dispose of the shares held by Cedarview Capital Management, LP and may be deemed to be the beneficial owner of these shares. Burton Weinstein, in his capacity as Managing Partner of Cedarview Capital Management, LP, may also be deemed to have investment discretion and voting power over the shares held by Cedarview Opportunities Master Fund, LP. Cedarview Capital Management, LP and Mr. Weinstein each disclaim any beneficial ownership of these shares. The address of the selling stockholder is 1067 Broadway, Woodmere, NY 11598.

 

  (4) Scott W. Brickman, the Managing Member of this selling stockholder, holds voting and dispositive power over the shares of common stock held by this selling stockholder. Mr. Brickman disclaims any beneficial ownership of these shares. The address of this selling stockholder is 165 Township Line Road, Ste 3000, Jenkintown, PA 19046.

 

  (5) Robert J. Levitt, the Manager of this selling stockholder, holds voting and dispositive power
over the shares of common stock held by this selling stockholder. Mr. Levitt disclaims any beneficial ownership of these shares. The address
of this selling stockholder is 5660 Kelvin Avenue, Woodland Hills, CA 91367.

 

  (6) Eli Fireman, the Managing Member of this selling stockholder, holds voting and dispositive power over the shares of common stock held by this selling stockholder. Mr. Fireman disclaims any beneficial ownership of these shares. The address of this selling stockholder is 1040 1st Ave, Suite 190, New York, NY 10022.

 

  (7) Marissa Welner, the Manager of this selling stockholder, holds voting and dispositive power over the shares of common stock held by this selling stockholder. Ms. Welner disclaims any beneficial ownership of these shares. The address of this selling stockholder is 7 Rose Avenue, Great Neck, NY 11021.

 

  (8) Keystone Capital Partners LLC is managed by RANZ Group LLC. Frederic Zaino, the Managing Member of RANZ Group LLC, may be deemed to have investment discretion and voting power over the shares held by Keystone Capital Partners LLC. RANZ Group LLC and Mr. Zaino each disclaim any beneficial ownership of these shares. The address of the selling stockholder is 139 Fulton Street, Suite 412, New York, NY 10038.

 

  (9) Mercer Street Global Opportunity Fund, LLC is managed by Merger Street Capital Partners LLC, which is managed by Jonathan Juchno. Merger Street Capital Partners LLC and Mr. Juchno, may be deemed to have investment discretion and voting power over the shares held by Mercer Street Global Opportunity Fund, LLC. Merger Street Capital Partners LLC and Mr. Juchno each disclaim any beneficial ownership of these shares. The address of the selling stockholder is 1111 Brickell Avenue, Suite 2920, Miami, FL 33131.

 

  (10) Matthew Pinz, the General Partner of this selling stockholder, holds voting and dispositive power over the shares of common stock held by this selling stockholder. Mr. Pinz disclaims any beneficial ownership of these shares. The address of this selling stockholder is 25 West 45th Street, New York, NY 10036.

 

  (11) Eileen Marion Ball, the Trustee of this selling stockholder, holds voting and dispositive power over the shares of common stock held by this selling stockholder. Ms. Ball disclaims any beneficial ownership of these shares. The address of this selling stockholder is 1321 Las Pulgas Road, Pacific Palisades, CA 90272.

 

 

  (12) Christopher Ball, the Trustee of this selling stockholder, holds voting and dispositive power over the shares of common stock held by this selling stockholder. Mr. Ball disclaims any beneficial ownership of these shares. The address of this selling stockholder is 1321 Las Pulgas Road, Pacific Palisades, CA 90272.

 

  (13) George J. Rohlinger, the Trustee of this selling stockholder, holds voting and dispositive power over the shares of common stock held by this selling stockholder. Mr. Rohlinger disclaims any beneficial ownership of these shares. The address of this selling stockholder is 4895 W. Mill River Court, Coeur D’Alene, ID 83814.

 

  (14) Howard Andrew Fisher, the Trustee of this selling stockholder, holds voting and dispositive power over the shares of common stock held by this selling stockholder. Mr. Fisher disclaims any beneficial ownership of these shares. The address of this selling stockholder is 155 Bear Gulch Drive, Portola Valley, CA 94028.

 

  (15)

Eleven Managers LLC, the Manager of The Eleven Fund LLC, holds voting
and dispositive power over the shares of common stock held by the selling stockholder. Hartley Wasko, the CEO of the selling stockholder
and the Managing Member/CEO of Eleven Managers LLC, may also be deemed to have investment discretion and voting power over the shares
held by The Eleven Fund LLC. The address of the selling stockholder is 463 Adams Street, Denver, CO 80206.

 

  (16) Jason Assad, the President of this selling stockholder, holds voting and dispositive power over the shares of common stock held by this selling stockholder. Mr. Assad disclaims any beneficial ownership of these shares. The address of this selling stockholder is 2020 Stone Meadow Way, Cumming, GA 30041.

 

  (17) Erich Spangenberg, the Chief Executive Officer of this selling stockholder, holds voting and dispositive power of the shares of common stock held by this selling stockholder. Mr. Spangenberg disclaims any beneficial ownership of these shares. The address of this selling stockholder is 2633 McKinney Avenue, Suite 103-740, Dallas, TX 75204.

 

  (18) Erich Spangenberg, the Manager of this selling stockholder, holds voting and dispositive power of the shares of common stock held by this selling stockholder. Mr. Spangenberg disclaims any beneficial ownership of these shares. The address of this selling stockholder is 2515 McKinney Avenue, Suite 1000-B, Dallas, TX 75204.

 

(19) Michel Botbol, the Manager of this selling stockholder, holds
voting and dispositive power of the shares of common stock held by this selling stockholder. Mr. Botbol disclaims any beneficial ownership
of these shares. The address of this selling stockholder is 209 Sterling Road, Harrison, NY 10528.

 

(20) Leann M. Pinto, the Principal of this
selling stockholder, holds voting and dispositive power of the shares of common stock held by this selling stockholder. Mr. Pinto disclaims
any beneficial ownership of these shares. The address of this selling stockholder is 20 Ruthven Place, Summit, NJ 07901.

 

  (21) This column lists the number of shares of common stock beneficially owned by this selling stockholder, as of October 27, 2022, after giving effect to the Maximum Percentage (as defined in the paragraph above the table above). Without regard to the Maximum Percentage, as of October 27, 2022, the selling stockholder would beneficially own an aggregate number of 14,620,339 shares of our common stock, consisting of (i) 119,332 shares of common stock acquired by this selling stockholder in a transaction unrelated to the transactions contemplated by the October Purchase Agreement or the July Purchase Agreement, none of which shares are being registered for resale under this prospectus; (ii) up to 7,771,215 shares of common stock underlying the Senior Note held by this selling stockholder, converted at the Alternate Conversion Price of $0.396 per share, all of which are being registered under this prospectus; (iii) up to 6,216,972 shares of common stock underlying the October Warrants held by this selling stockholder, not currently exercisable, all of which are being registered under this prospectus and (iv) 512,820 shares of common stock underlying the Series D Preferred Stock held by this selling stockholder, all of which are being registered under this prospectus.

 

 

(22) This column lists the number of shares of common stock beneficially owned by this selling stockholder, as of October 27, 2022, after giving effect to the Maximum Percentage (as defined in the paragraph above the table above). Without regard to the Maximum Percentage, as of October 27, 2022, the selling stockholder would beneficially own an aggregate number of 5,007,699 shares of our common stock, consisting of (i) up to 2,525,645 shares of common stock underlying the Senior Note held by this selling stockholder, converted at the Alternate Conversion Price of $0.396 per share, all of which are being registered under this prospectus; (ii) up to 2,020,516 shares of common stock underlying the October Warrants held by this selling stockholder, not currently exercisable, all of which are being registered under this prospectus; and (iii) 461,538 shares of common stock underlying the Series D Preferred Stock held by this selling stockholder, all of which are being registered under this prospectus.
   
(23) This column lists the number of shares of common stock beneficially owned by this selling stockholder, as of October 27, 2022, after giving effect to the Maximum Percentage (as defined in the paragraph above the table above). Without regard to the Maximum Percentage, as of October 27, 2022, the selling stockholder would beneficially own an aggregate number of 4,292,567 shares of our common stock, consisting of (i) 795,520 shares of common stock acquired by this selling stockholder in a transaction unrelated to the transactions contemplated by the October Purchase Agreement or the July Purchase Agreement, none of which shares are being registered for resale under this prospectus; (ii) up to 1,942,804 shares of common stock underlying the Senior Note held by this selling stockholder, converted at the Alternate Conversion Price of $0.396 per share, all of which are being registered under this prospectus; and (iii) up to 1,554,243 shares of common stock underlying the October Warrants held by this selling stockholder, not currently exercisable, all of which are being registered under this prospectus.
   
(24) This column lists the number of shares of common stock beneficially owned by this selling stockholder, as of October 28, 2022, after giving effect to the Maximum Percentage (as defined in the paragraph above the table above). Without regard to the Maximum Percentage, as of October 28, 2022, the selling stockholder would beneficially own an aggregate number of 1,786,499 shares of our common stock, consisting of (i) 156,911 shares of common stock acquired by this selling stockholder in a transaction unrelated to the transactions contemplated by the October Purchase Agreement or the July Purchase Agreement, none of which shares are being registered for resale under this prospectus; (ii) up to 777,122 shares of common stock underlying the Senior Note held by this selling stockholder, converted at the Alternate Conversion Price of $0.396 per share, all of which are being registered under this prospectus; (iii) up to 621,697 shares of common stock underlying the October Warrants held by this selling stockholder, not currently exercisable, all of which are being registered under this prospectus; and (iv) up to 230,769 shares of common stock underlying the Series D Preferred Stock held by this selling stockholder, all of which are being registered under this prospectus.
   
(25) This column lists the number of shares of common stock beneficially owned by this selling stockholder, as of October 28, 2022, after giving effect to the Maximum Percentage (as defined in the paragraph above the table above). Without regard to the Maximum Percentage, as of October 28, 2022, the selling stockholder would beneficially own an aggregate number of 6,994,094 shares of our common stock, consisting of (i) up to 3,885,608 shares of common stock underlying the Senior Note held by this selling stockholder, converted at the Alternate Conversion Price of $0.396 per share, all of which are being registered under this prospectus; and (ii) up to 3,108,486 shares of common stock underlying the October Warrants held by this selling stockholder, not currently exercisable, all of which are being registered under this prospectus.
   
(26) This column lists the number of shares of common stock beneficially owned by this selling stockholder, as of October 31, 2022, after giving effect to the Maximum Percentage (as defined in the paragraph above the table above). Without regard to the Maximum Percentage, as of October 31, 2022, the selling stockholder would beneficially own an aggregate number of 2,273,081 shares of our common stock, consisting of (i) up to 1,262,823 shares of common stock underlying the Senior Note held by this selling stockholder, converted at the Alternate Conversion Price of $0.396 per share, all of which are being registered under this prospectus; and (ii) up to 1,010,258 shares of common stock underlying the October Warrants held by this selling stockholder, not currently exercisable, all of which are being registered under this prospectus.

 

 

(27) This column lists the number of shares of common stock beneficially owned by this selling stockholder, as of October 27, 2022, after giving effect to the Maximum Percentage (as defined in the paragraph above the table above). Without regard to the Maximum Percentage, as of October 27, 2022, the selling stockholder would beneficially own an aggregate number of 2,273,081 shares of our common stock, consisting of (i) up to 1,262,823 shares of common stock underlying the Senior Note held by this selling stockholder, converted at the Alternate Conversion Price of $0.396 per share, all of which are being registered under this prospectus; and (ii) up to 1,010,258 shares of common stock underlying the October Warrants held by this selling stockholder, not currently exercisable, all of which are being registered under this prospectus.
   
(28) This column lists the number of shares of common stock beneficially owned by this selling stockholder, as of October 27, 2022, after giving effect to the Maximum Percentage (as defined in the paragraph above the table above). Without regard to the Maximum Percentage, as of October 27, 2022, the selling stockholder would beneficially own an aggregate number of 10,491,141 shares of our common stock, consisting of (i) up to 5,828,412 shares of common stock underlying the Senior Note held by this selling stockholder, converted at the Alternate Conversion Price of $0.396 per share, all of which are being registered under this prospectus; and (ii) up to 4,662,729 shares of common stock underlying the October Warrants held by this selling stockholder, not currently exercisable, all of which are being registered under this prospectus.
   
(29) This column lists the number of shares of common stock beneficially owned by this selling stockholder, as of October 28, 2022, after giving effect to the Maximum Percentage (as defined in the paragraph above the table above). Without regard to the Maximum Percentage, as of October 28, 2022, the selling stockholder would beneficially own an aggregate number of 3,497,047 shares of our common stock, consisting of (i) up to 1,942,804 shares of common stock underlying the Senior Note held by this selling stockholder, converted at the Alternate Conversion Price of $0.396 per share, all of which are being registered under this prospectus; and (ii) up to 1,554,243 shares of common stock underlying the October Warrants held by this selling stockholder, not currently exercisable, all of which are being registered under this prospectus.
   
(30) This column lists the number of shares of common stock beneficially owned by this selling stockholder, as of October 28 2022, As of October 28, 2022, the selling stockholder beneficially owned an aggregate number of 241,434 shares of our common stock, consisting of (i) 99,322 shares of common stock acquired by this selling stockholder in a transaction unrelated to the transactions contemplated by the October Purchase Agreement or the July Purchase Agreement, none of which shares are being registered for resale under this prospectus; (ii) 26,728 warrants to purchase shares of common stock acquired by this selling stockholder in a transaction unrelated to the transactions contemplated by the October Purchase Agreement or the July Purchase Agreement, none of which shares are being registered for resale under this prospectus; and (iii) up to 115,385 shares of common stock underlying the Series D Preferred Stock held by this selling stockholder, all of which are being registered under this prospectus.
   
(31) This column lists the number of shares of common stock beneficially owned by this selling stockholder, as of October 31, 2022. As of October 31, 2022, the selling stockholder beneficially owned an aggregate number of 232,036 shares of our common stock, consisting of (i) 89,923 shares of common stock acquired by this selling stockholder in a transaction unrelated to the transactions contemplated by the October Purchase Agreement or the July Purchase Agreement, none of which shares are being registered for resale under this prospectus; (ii) 26,728 warrants to purchase shares of common stock acquired by this selling stockholder in a transaction unrelated to the transactions contemplated by the October Purchase Agreement or the July Purchase Agreement, none of which shares are being registered for resale under this prospectus; and (iii) up to 115,385 shares of common stock underlying the Series D Preferred Stock held by this selling stockholder, all of which are being registered under this prospectus.
   
(32) This column lists the number of shares of common stock beneficially owned by this selling stockholder, as of October 27, 2022. As of October 27, 2022, the selling stockholder beneficially owned an aggregate number of 241,434 shares of our common stock, consisting of (i) 28,049 shares of common stock acquired by this selling stockholder in a transaction unrelated to the transactions contemplated by the October Purchase Agreement or the July Purchase Agreement, none of which shares are being registered for resale under this prospectus and (ii) up to 38,462 shares of common stock underlying the Series D Preferred Stock held by this selling stockholder, all of which are being registered under this prospectus.

 

 

(33) This column lists the number of shares of common stock beneficially owned by this selling stockholder, as of November 2, 2022. As of November 2, 2022, the selling stockholder beneficially owned an aggregate number of 313,806 shares of our common stock, consisting of (i) 117,196 shares of common stock acquired by this selling stockholder in a transaction unrelated to the transactions contemplated by the October Purchase Agreement or the July Purchase Agreement, none of which shares are being registered for resale under this prospectus and (ii) 42,764 warrants to purchase shares of common stock acquired by this selling stockholder in a transaction unrelated to the transactions contemplated by the October Purchase Agreement or the July Purchase Agreement, none of which shares are being registered for resale under this prospectus.
   
(34) This column lists the number of shares of common stock beneficially owned
by this selling stockholder, as of October 27, 2022. As of October 27, 2022, the selling stockholder beneficially owned an aggregate number
of 1,061,905 of our common stock, which are being registered under this prospectus.
   
(35) This column lists the number of shares of common stock beneficially owned by this selling stockholder, as of October 31, 2022. As of October 31, 2022, the selling stockholder beneficially owned an aggregate number of 100,000 of our common stock.
   
(36) This column lists the number of shares of common stock beneficially owned by this selling stockholder, as of November 1, 2022, after giving effect to the Maximum Percentage (as defined in the paragraph above the table above). Without regard to the Maximum Percentage, as of November 1, 2022, the selling stockholder would beneficially own an aggregate number of 1,500,000 shares of our common stock.
   
(37) This column lists the number of shares of common stock beneficially owned by this selling stockholder, as of November 2, 2022. As of November 2, 2022, the selling stockholder beneficially owned an aggregate number of 228,523 of our common stock, consisting of (i) 128,523 shares of common stock that are not being registered for resale under this prospectus; and (ii) up to 100,000 shares of common stock that are being registered under this prospectus.
   
(38) This column lists the number of shares of common stock beneficially owned by this selling stockholder, as of November 1, 2022. As of November 1, 2022, the selling stockholder beneficially owned an aggregate number of 100,000 of our common stock.
   
(39) This column lists the number of shares of common stock beneficially owned by this selling stockholder, as of November 2, 2022. As of November 2, 2022, the selling stockholder beneficially owned an aggregate number of 100,000 of our common stock.
   
(40) This column represents the amount of shares that will be held by the Selling Stockholders after completion of this offering based on the assumptions that (a) all securities registered for sale by the registration statement of which this prospectus is part of will be sold, and (b) no other shares of common stock are acquired or sold by the Selling Stockholders prior to completion of this offering. However, the Selling Stockholders are not obligated to sell all or any portion of the shares of our common stock offered pursuant to this prospectus.
   
(41) For the purposes of the calculations of common stock to be sold pursuant to the prospectus we are assuming (i) an event of default has not occurred under the Senior Notes, (ii) the issuance of 200% of the shares of common stock underlying all of the Senior Notes at the Alternate Conversion Price of $0.396 per share (which is calculated as 80% of the Conversion Price of the Senior Note on its date of issuance) without regard to any limitations set forth therein, (iii) the exercise of 100% of all of the October Warrants held by the selling stockholders, (iv) the issuance of 100% of the shares of common stock underlying all of the Series D Preferred Stock without regard to any limitations set forth therein and (v) the exercise of all of the July Warrants held by the selling stockholders.

 

 

PLAN OF DISTRIBUTION

 

We are registering the shares
of common stock issuable upon conversion of the notes and exercise of the warrants to permit the resale of these shares of common stock
by the holders of the notes and warrants from time to time after the date of this prospectus. We will not receive any of the proceeds
from the sale by the selling stockholders of the shares of common stock, although we will receive the exercise price of any Warrants
not exercised by the selling stockholders on a cashless exercise basis. We will bear all fees and expenses incident to our obligation
to register the shares of common stock.

 

The selling stockholders
may sell all or a portion of the shares of common stock held by them and offered hereby from time to time directly or through one or
more underwriters, broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers, the selling
stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common stock may
be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined
at the time of sale or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions,
pursuant to one or more of the following methods:

 

  on any national securities
exchange or quotation service on which the securities may be listed or quoted at the time of sale;

 

  in the over-the-counter
market;

 

  in transactions otherwise
than on these exchanges or systems or in the over-the-counter market;

 

  through the writing or
settlement of options, whether such options are listed on an options exchange or otherwise;

 

  ordinary brokerage transactions
and transactions in which the broker-dealer solicits purchasers;

 

  block trades in which the
broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate
the transaction;

 

  purchases by a broker-dealer
as principal and resale by the broker-dealer for its account;

 

  an exchange distribution
in accordance with the rules of the applicable exchange;

 

 

  privately negotiated transactions;

 

  short sales made after
the date the Registration Statement is declared effective by the SEC;

 

  broker-dealers may agree
with a selling security holder to sell a specified number of such shares at a stipulated price per share;

 

  a combination of any such
methods of sale; and

 

  any other method permitted
pursuant to applicable law.

 

The selling stockholders
may also sell shares of common stock under Rule 144 promulgated under the Securities Act of 1933, as amended, if available, rather
than under this prospectus. In addition, the selling stockholders may transfer the shares of common stock by other means not described
in this prospectus. If the selling stockholders effect such transactions by selling shares of common stock to or through underwriters,
broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or
commissions from the selling stockholders or commissions from purchasers of the shares of common stock for whom they may act as agent
or to whom they may sell as principal (which discounts, concessions or commissions as to particular underwriters, broker-dealers or agents
may be in excess of those customary in the types of transactions involved). In connection with sales of the shares of common stock or
otherwise, the selling stockholders may enter into hedging transactions with broker-dealers, which may in turn engage in short sales
of the shares of common stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of common
stock short and deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed shares
in connection with such short sales. The selling stockholders may also loan or pledge shares of common stock to broker-dealers that in
turn may sell such shares.

 

The selling stockholders
may pledge or grant a security interest in some or all of the notes, warrants or shares of common stock owned by them and, if they default
in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time
to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities
Act amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling
stockholders under this prospectus. The selling stockholders also may transfer and donate the shares of common stock in other circumstances
in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of
this prospectus.

 

To the extent required by
the Securities Act and the rules and regulations thereunder, the selling stockholders and any broker-dealer participating in the distribution
of the shares of common stock may be deemed to be “underwriters” within the meaning of the Securities Act, and any commission
paid, or any discounts or concessions allowed to, any such broker-dealer may be deemed to be underwriting commissions or discounts under
the Securities Act. At the time a particular offering of the shares of common stock is made, a prospectus supplement, if required, will
be distributed, which will set forth the aggregate amount of shares of common stock being offered and the terms of the offering, including
the name or names of any broker-dealers or agents, any discounts, commissions and other terms constituting compensation from the selling
stockholders and any discounts, commissions or concessions allowed or re-allowed or paid to broker-dealers.

 

Under the securities laws
of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition,
in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state
or an exemption from registration or qualification is available and is complied with.

 

There can be no assurance
that any selling stockholder will sell any or all of the shares of common stock registered pursuant to the registration statement, of
which this prospectus forms a part.

 

 

The selling stockholders
and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934,
as amended, and the rules and regulations thereunder, including, without limitation, to the extent applicable, Regulation M of the
Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling stockholders and
any other participating person. To the extent applicable, Regulation M may also restrict the ability of any person engaged in the distribution
of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing
may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities
with respect to the shares of common stock.

 

We will pay all expenses of
the registration of the shares of common stock pursuant to the registration rights agreement, estimated to be $42,000 in total, including,
without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky”
laws; provided, however, a selling stockholder will pay all underwriting discounts and selling commissions, if any. We will indemnify
the selling stockholders against liabilities, including some liabilities under the Securities Act in accordance with the registration
rights agreements or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against
civil liabilities, including liabilities under the Securities Act that may arise from any written information furnished to us by the selling
stockholder specifically for use in this prospectus, in accordance with the related registration rights agreements or we may be entitled
to contribution.

 

Once sold under the registration
statement, of which this prospectus forms a part, the shares of common stock will be freely tradable in the hands of persons other than
our affiliates.

 

LEGAL MATTERS

 

The validity of the securities
offered in this prospectus will be passed upon for us by Pryor Cashman LLP. Additional legal matters may be passed upon for us, the selling
stockholder or any underwriters, dealers or agents, by counsel that we will name in the applicable prospectus supplement. As appropriate,
legal counsel representing the underwriters, dealers or agents will be named in the accompanying prospectus supplement and may opine
to certain legal matters.

 

EXPERTS

 

Marcum LLP, an independent registered public accounting
firm, has audited our financial statements at and for the nine-month periods ended December 31, 2021 and 2020 and the years ended March
31, 2021 and 2020 as set forth in its report included in our transition report on Form 10-KT for the nine months ended December 31, 2021,
which is incorporated by reference into this prospectus and elsewhere in the registration statement of which this prospectus is a part.
Our financial statements are incorporated by reference in reliance on Marcum LLP’s reports, given on their authority as experts
in accounting and auditing.

 

WHERE YOU CAN FIND MORE INFORMATION

 

We have filed with the SEC
a registration statement on Form S-3 under the Securities Act with respect to the securities being offered by this prospectus. This prospectus
does not contain all of the information in the registration statement of which this prospectus is a part and the exhibits to such registration
statement. For further information with respect to us and the securities offered by this prospectus, we refer you to the registration
statement of which this prospectus is a part and the exhibits to such registration statement. Statements contained in this prospectus
as to the contents of any contract or any other document are not necessarily complete, and in each instance, we refer you to the copy
of the contract or other document filed as an exhibit to the registration statement of which this prospectus is a part. Each of these
statements is qualified in all respects by this reference.

 

The registration statement
of which this prospectus is a part is available at the SEC’s website at http://www.sec.gov. You may also request a copy
of these filings, at no cost, by writing us at 1110 NE Circle Blvd., Corvallis, Oregon 97330, Attention: Chief Financial Officer or telephoning
us at (800) 674-3612.

 

We are subject to the information
and reporting requirements of the Exchange Act and, in accordance with this law, file periodic reports, proxy statements and other information
with the SEC. These periodic reports, proxy statements and other information are available at the SEC’s website referred to above.
We also maintain a website at www.crownek.com. You may access these materials free of charge as soon as reasonably practicable
after they are electronically filed with, or furnished to, the SEC. Information contained on our website is not a part of this prospectus
and the inclusion of our website address in this prospectus is an inactive textual reference only.

 

 

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

 

The SEC allows us to “incorporate
by reference” information into this prospectus, which means that we can disclose important information to you by referring you
to those documents and that the information in this prospectus is not complete and you should read the information incorporated by reference
for more detail. We incorporate by reference in two ways. First, we list certain documents that we have already filed with the SEC. The
information in these documents is considered part of this prospectus. Second, the information in documents that we file with the SEC
in the future will update and supersede the current information in, and incorporated by reference in, this prospectus until we file a
post-effective amendment that indicates the termination of the offering of the common stock made by this prospectus.

 

We incorporate by reference
the documents listed below and any future filings we will make with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
(other than information furnished in Current Reports on Form 8-K filed under Item 2.02 or 7.01 of such form unless such form expressly
provides to the contrary), including those made after the date of the initial filing of the registration statement of which this prospectus
is a part and prior to effectiveness of such registration statement:

 

our Quarterly Reports on Form 10-Q for the quarter ended June 30, 2022, March 31, 2022 and September 30, 2022, filed with the Securities and Exchange Commission on August 15, 2022, May 16, 2022 and November
10, 2022, respectively; and

 

our Transitional Report on Form 10-K
for the nine months ended December 31, 2021, filed with the Securities and Exchange Commission
on March 31,2022; and

 

our Current Reports on Form 8-K filed
with the Securities and Exchange Commission on March 28, 2022, March 31, 2022, May 5, 2022,
July 8, 2022, July 22, 2022, July 29, 2022, September 2, 2022 and October 20, 2022 (other
than information “furnished” under Items 2.02 or 7.01, or corresponding information
furnished under Item 9.01 or included as an exhibit); and

 

the description of our common stock
contained in the registration statement on Form 8-A, dated January 22, 2021, File No. 001-39924,
and any other amendment or report filed for the purpose of updating such description.

 

The documents incorporated
by reference into this prospectus are also available on our corporate website at www.crownek.com. We will provide to each
person, including any beneficial owner, to whom a prospectus is delivered, a copy of any or all of the information that has been incorporated
by reference in this prospectus but not delivered with this prospectus. You may request a copy of this information at no cost, by writing
or telephoning us at the following address or telephone number:

 

Crown Electrokinetic Corp.

Attention: Chief Financial Officer
1110 NE Circle Blvd.

Corvallis, Oregon 97330

(800) 674-3612

 

 

53,548,767 Shares

 

 

 

 

 

 

 

 

 

Crown Electrokinetics Corp.

 

Common Stock

 

 

 

 

 

 

PROSPECTUS

 

 

 

 

 

 

 

 

 

 

 

                   ,
2022

 

 

PART II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 14. Other Expenses of Issuance and Distribution

 

The following table sets forth the expenses expected
to be incurred by us in connection with the issuance and distribution of the Securities registered hereby, all of which expenses, except
for the Securities and Exchange Commission registration fee, are estimates:

 

Description     Amount    
SEC Filing Fee   $ 1,242.77  
Printing Expenses     500.00  
Accounting Fees and Expenses     15,000.00  
Legal Fees and Expenses     25,000.00  
Miscellaneous     257.23  
Total   $ 42,000.00  

 

Item 15. Indemnification of Directors and Officers

 

Under Delaware law, a Delaware
corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or investigative (other than one by or in the right of the corporation)
by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another corporation, against judgments, fines, amounts paid in
settlement and reasonable expenses, including attorneys’ fees actually and necessarily incurred as a result of such action or proceeding,
if such director or officer acted, in good faith, for a purpose which such person reasonably believed to be, in, or not opposed to, the
best interests of the corporation and, in criminal actions or proceedings, in addition, had no reasonable cause to believe that such
conduct was unlawful.

 

In the case of a derivative
action, a Delaware corporation may indemnify any such person against expense, including attorneys’ fees actually and necessarily
incurred by such person in connection with the defense or settlement of such action or suit if such director or officer if such director
or officer acted, in good faith, for a purpose which such person reasonably believed to be, in or not opposed to, the best interests
of the corporation, except that no indemnification will be made in respect on any claim, issue or matter as to which such person will
have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery of the State of Delaware
or any other court in which such action was brought determines such person is fairly and reasonably entitled to indemnity for such expense.

 

Delaware Law permits a corporation
to include in its certificate of incorporation a provision eliminating or limiting a director’s liability to a corporation or its
stockholders for monetary damages for breaches of fiduciary duty. Delaware Law provides, however, that liability for breaches of the
duty of loyalty, acts or omissions not in good faith or involving intentional misconduct, or knowing violation of the law, and the unlawful
purchase or redemption of stock or payment of unlawful purchase or redemption of stock or payment of unlawful dividends or the receipt
of improper personal benefits cannot be eliminated or limited in this manner.

 

Our Certificate of Incorporation
and Bylaws provide that we will indemnify our directors to the fullest extent permitted by Delaware law and may, if and to the extent
authorized by the Board of Directors, indemnify our officers and any other person whom we have the power to indemnify against any liability,
reasonable expense or other matter whatsoever.

 

Any amendment, modification
or repeal of the foregoing provisions shall be prospective only, and shall not affect any rights or protections of any of our directors
existing as of the time of such amendment, modification or repeal.

 

We may also, at the discretion
of the Board of Directors, purchase and maintain insurance to the fullest extent permitted by Delaware law on behalf of any of our directors,
officers, employees or agents against any liability asserted against such person and incurred by such person in any such capacity.

 

Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing, the
Registrant has been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities
Act and is therefore unenforceable.

 

 

Item 16. Exhibits and Financial
Statement Schedules.

 

(a)

 

 

 

 

Item 17. Undertakings

 

(a) The undersigned registrant hereby undertakes:

 

  (1) To file, during any period
in which offers or sales are being made, a post-effective amendment to this registration statement:

 

  (i) to include any prospectus
required by Section 10(a)(3) of the Securities Act of 1933;

 

  (ii) to reflect in the prospectus
any facts or events arising after the effective date of the registration statement (or the most recent post- effective amendment
thereof) that, individually or in the aggregate, represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value
of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation
of Registration Fee” table in the effective registration statement; and

 

  (iii) to include any material
information with respect to the plan of distribution not previously disclosed in the registration statement or any material change
to such information in the registration statement;

 

providedhowever,
that paragraphs (a)(1)(i), (a)(1)(ii), and (a)(1)(iii) above do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is
contained in a form of prospectus filed pursuant to Rule 424(b) that is a part of the registration statement.

 

  (2) That, for the purpose of
determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

 

  (3) To remove from registration
by means of a post-effective amendment any of the securities being registered that remain unsold at the termination of the offering.

 

  (4) That, for the purpose of
determining liability under the Securities Act of 1933 to any purchaser:

 

  (i) each prospectus filed by
the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus
was deemed part of and included in the registration statement; and

 

  (ii) each prospectus required
to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to
an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a)
of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date
such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering
described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an
underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the
registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part
of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement
or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective
date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration
statement or made in any such document immediately prior to such effective date.

 

  (5) That, for purposes of determining
any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d)
of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d)
of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

 

  (i) Insofar as indemnification
for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the
SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.

 

 

SIGNATURES

 

Pursuant to the requirements
of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the Corvallis, Oregon, on November 17, 2022.

 

  Crown
Electrokinetics Corp.
   
  By:
/s/
Doug Croxall
    Doug
Croxall
    Chief
Executive Officer

 

POWER OF ATTORNEY

 

Each person whose signature
appears below constitutes and appoints Doug Croxall and Joel Krutz as his true and lawful attorneys-in-fact and agents, each acting alone,
with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this registration statement on Form S-3 and any subsequent registration statement
the Registrant may hereafter file with the Securities and Exchange Commission pursuant to Rule 462 under the Securities
Act to register additional securities in connection with this registration statement, and to file this registration statement, with
all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done
in order to effectuate the same as fully, to all intents and purposes, as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements
of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature   Title   Date
         
/s/ Doug Croxall   Chairman and    
Doug Croxall   Chief Executive Officer   November 17, 2022
    (Principal Executive Officer)    
         
/s/ Joel Krutz   Chief Financial Officer    
Joel Krutz   (Principal Financial Officer and   November 17, 2022
    Principal Accounting Officer)    
         
/s/ Daniel Marcus        
Daniel Marcus   Director   November 17, 2022
         
         
/s/ Dr. DJ Nag        
Dr. DJ Nag   Director   November 17, 2022

 

 

II-4

ATTACHMENTS / EXHIBITS

OPINION OF PRYOR CASHMAN LLP, REGARDING LEGALITY OF SHARES BEING REGISTERED

CONSENT OF MARCUM LLP

FILING FEE TABLE



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