Crown Electrokinetics Corp.: M&A transaction — Crown Electrokinetics acquires Amerigen 7, gains $67M Charter PO, eyes $30M revenue in 2023

Crown Electrokinetics Corp.

Acquired Amerigen 7 (renamed Crown Fiber Optics) for $645K cash plus assumed liabilities.
Includes a $67M purchase order from Charter Communications for fiber-optic build in Ohio.
Guides Crown Fiber Optics to generate ~$30M revenue and ~$10M EBITDA in 2023.
Raised $1.2M via senior secured notes (20% OID, zero interest, 3-month maturity) and 2.5M warrants at $0.322/share.
Warrants exercisable for 5 years at $0.322; company grants registration rights.

item 1.01 item 2.01 item 2.03 item 3.02 item 7.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

Crown Electrokinetics Corp. incurred senior notes of $1.2 million with certain accredited investors at do not bear interest maturing three months from the date of issuance.

Instrument: senior notes
Principal: $1.2 million
Counterparty: certain accredited investors
Rate: do not bear interest
Maturity: three months from the date of issuance
Event: incurrence

Exact text from the filing

the Company sold, and the Investors purchased, $1.2 million in principal amount of senior secured notes

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Crown Electrokinetics Corp. completed an acquisition involving Amerigen 7 LLC for $645,000 and the assumption of certain liabilities (closed 2023-01-03).

Action: acquisition
Counterparty: Amerigen 7 LLC
Consideration: $645,000 and the assumption of certain liabilities
Closing: 2023-01-03

Exact text from the filing

Amerigen sold, and the Company acquired, all of the assets of Amerigen (other than certain excluded assets set forth in the Asset Purchase Agreement) for a purchase price of (i) $645,000 and (ii) the assumption of certain liabilities of Amerigen (as set forth in the Asset Purchase Agreement). The Asset Purchase Agreement contains customary representations and

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Crown Electrokinetics Corp. entered into Securities Purchase Agreement with certain accredited investors valued at $1.2 million (effective 2023-01-03).

Action: entry
Agreement: equity purchase
Counterparty: certain accredited investors
Value: $1.2 million
Effective: 2023-01-03

Exact text from the filing

On January 3, 2023, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with certain accredited investors as purchasers (the “Investors”).

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Crown Electrokinetics Corp. entered into Asset Purchase Agreement with Amerigen 7 LLC valued at $645,000 (effective 2023-01-03).

Action: entry
Agreement: asset purchase
Counterparty: Amerigen 7 LLC
Value: $645,000
Effective: 2023-01-03

Exact text from the filing

The Asset Acquisition was simultaneously entered into and consummated pursuant to a certain Asset Purchase Agreement (the “Asset Purchase Agreement”) with Amerigen 7 LLC, a Texas limited liability company (“Amerigen”).

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Source: SEC EDGAR

accession 0001213900-23-000677

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