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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
January 12, 2026
CROWN ELECTROKINETICS CORP.
(Exact name of registrant as specified in its
charter)
| Delaware |
|
001-39924 |
|
47-5423944 |
(State or other Jurisdiction
of Incorporation) |
|
(Commission File No.) |
|
(I.R.S. Employer
Identification No.) |
1110 NE Circle Blvd.
Corvallis, Oregon 97330
(Address of principal executive offices, including
Zip Code)
(213) 660-4250
(Registrant’s telephone number, including
area code)
Not applicable
(Former Name or Former Address, if Changed Since
Last Report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, $0.0001 par value |
|
CRKN |
|
OTC Markets |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ☐
Item 4.01 Changes in Registrant’s Certifying
Accountant.
On January 12, 2026, Crown Electrokinetics Corp. (the “Company”)
amicably terminated the engagement of Frank, Rimerman + Co. LLP (“Frank, Rimerman”), the Company’s independent
registered public accounting firm. The termination of the engagement of Frank, Rimerman was approved by the Company’s board of directors
and audit committee.
Frank, Rimerman did not deliver any reports and has not audited any
financial statements of the Company during the period of its engagement and, accordingly, did not issue any adverse opinion or disclaimers
of opinion with respect to the Company’s financial statements.
During the term of the Company’s engagement with Frank, Rimerman,
there were no disagreements with Frank, Rimerman on any matter of accounting principles or practices, financial statement disclosure,
or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of Frank, Rimerman, would have caused it to
make reference to the subject matter of the disagreement(s) in connection with its report. During the Company’s two most recent
fiscal years and the subsequent interim period through January 12, 2026, there were no reportable events of the type described in Item
304(a)(1)(v) of Regulation S-K.
The Company provided Frank, Rimerman with a copy of the foregoing disclosure
and requested Frank, Rimerman to furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether
it agrees with the statements made therein. A copy of such letter furnished by Frank, Rimerman is filed as Exhibit 16.1 to this Form 8-K.
On January 12, 2026, the Company’s board of directors and audit
committee approved the engagement of CBIZ CPAs P.C. (“CBIZ”) as the Company’s new independent registered public
accounting firm.
During the Company’s two most recent fiscal years and the subsequent
interim period through January 12, 2026, neither the Company nor anyone on its behalf consulted with CBIZ regarding (i) the application
of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered
on the Company’s financial statements, and neither a written report nor oral advice was provided that CBIZ concluded was an important
factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter
that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and its related instructions) or a reportable
event (as described in Item 304(a)(1)(v) of Regulation S-K).
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. |
|
Description |
| 16.1 |
|
Letter from Frank, Rimerman + Co. LLP dated January 16, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
CROWN ELECTROKINETICS CORP. |
| |
|
|
| |
By: |
/s/ Doug Croxall |
| |
Name: |
Doug Croxall |
| |
Title: |
Chief Executive Officer |
Dated: January 16, 2026