M&A - Crown Electrokinetics Corp.

Form Type: 8-K

Filing Date: 2025-06-09

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025052364

Filing Summary: On June 6, 2025, Crown Electrokinetics Corp. entered into a Merger Agreement with Crown EK Acquisition LLC and Crown EK Merger Sub Corp. to commence a cash tender offer for all outstanding shares of common stock at a price of $3.15 per share. Consummation of the offer is subject to various conditions including the valid tender of a majority of shares by Unaffiliated Public Stockholders, legal compliance, and the absence of material adverse effects. The offer will expire 20 business days after it commences, anticipated no later than 15 business days from the agreement date. If certain conditions are not met, Purchaser may be obligated to purchase additional shares to reach a 90% ownership threshold. Following the offer, Purchaser will merge with Crown Electrokinetics, resulting in it becoming a wholly owned subsidiary. Each untendered share will be canceled and convert to cash equivalent to the offer price. The Company’s Board of Directors has approved the transaction as fair and in the best interests of stockholders. A press release announcing the Merger Agreement was issued on June 9, 2025.