As filed with the Securities and Exchange Commission on January 12, 2022April 25, 2023

Registration No. 333-_______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)

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)

DougDouglas 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)

CopiesPlease send copies of all communications to:

M. Ali Panjwani, Esq.

Pryor Cashman LLP

7 Times Square

New York, New York 10036

(212) 326-0820421-4100

Approximate date of commencement of proposed sale to the public: From time to timeAs soon as practicable after the effective date of this registration statement.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 formForm are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. box: ☒

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

If this formForm 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 formForm 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 formForm 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 ruleRule 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, or a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,”filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:Act. 

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. ☐

CALCULATION OF REGISTRATION FEE

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 Securities and Exchange 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 it is not soliciting an offer to buy these securities in any state or other jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JANUARY 12, 2022

PRELIMINARY PROSPECTUS

SUBJECT TO COMPLETION

DATED APRIL 25, 2023

64,719,258 Shares

Crown Electrokinetics Corp.

$100,000,000

Common Stock
Preferred Stock

Debt Securities

 Warrants

Rights

Units

UpThis prospectus relates to 2,000,000 Shares of Common Stock Offering by the Selling Stockholder

We may offerresale, from time to time, by the selling stockholders named herein (the “Selling Stockholders”) of (i) an aggregate of 5,000,000 shares of our common stock, preferredpar value $0.0001 per share (“common stock”), issuable upon the conversion of shares of our Series E Preferred Stock (the “Series E Preferred Stock”), (ii) an aggregate of 45,000,000 shares of common stock senior debtissuable upon the conversion of shares of our Series E Preferred Stock issuable upon exercise of certain outstanding warrants to purchase Series E Preferred Stock (the “Series E Warrants”), and (iii) an aggregate of 14,719,258 shares of common stock issuable upon exercise of certain outstanding warrants (the “Common Warrants” and, together with the Series E Warrants, the “Warrants”).

We are not selling any securities (whichunder 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 be convertible into or exchangeable forreceive 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 59,719,258 shares of common stock), subordinated debt securities (which may be convertible into or exchangeable for common stock), warrants, rights and units that include anystock, would result in gross proceeds to us of these securities. approximately $27,235,185.

We will offerpay the securities in amounts, at pricesexpenses 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 the offering.

The selling stockholder namedsale 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 also offer up to 2,000,000sell shares ofwill be determined by the prevailing market price for our common stock from time to timeor in connection with one or more offerings, at prices and on terms that will be determined in such offerings. We will not receive any proceeds from the sale of any securities by the selling stockholder.negotiated transactions.

Each time we sell securities hereunder, we will attach a supplement to this prospectus that contains specific information about the terms of the offering, including the price at which we are offering the securities to the public. In the case of an offering by the selling stockholder, information about the selling stockholder, including the relationship between the selling stockholder and us, will also be included in the applicable prospectus supplement. The prospectus supplement may also add, update or change information contained or incorporated in this prospectus. We may also authorize one or more free writing prospectuses to be provided to you in connection with these offerings. You should read this prospectus, the information incorporated by reference in this prospectus, the applicable prospectus supplement and any applicable free writing prospectus carefully before you invest in our securities.

The securities hereunder may be offered directly by us, through agents designated from time to time by us or to or through underwriters or dealers. If any agents, dealers or underwriters are involved in the sale of any securities, their names, and any applicable purchase price, fee, commission or discount arrangement between or among them will be set forth, or will be calculable from the information set forth, in the applicable prospectus supplement. See the section entitled “About This Prospectus” for more information.

The aggregate market value of our outstandingOur common stock held by non-affiliates is $ 49,066,408 basedquoted on 14,530,126 shares of outstanding common stock, of which 2,232,781 are held by affiliates, and a per share price of $3.99 based onThe Nasdaq Capital Market, or Nasdaq, under the closingsymbol “CRKN.” On April 24, 2023, the last reported sale price offor our common stock on December 31, 2021. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell our common stock in a public primary offering with a value exceeding more than one-third of our public float in any 12-month period so long as our public float remains below $75,000,000. We have not offered any securities pursuant to General Instruction I.B.6. of Form S-3 during the prior 12 calendar month period that ends on and includes the date of this prospectus.

Nasdaq was $0.09.

Investing in our securities involves certain risks.a high degree of risk. See “Risk Factors” beginning on page 1217 of this prospectus andfor a discussion of information that should be considered in the applicable prospectus supplement, as updatedconnection with an investment in our future filings made with the Securities and Exchange Commission that are incorporated by reference into this prospectus. You should carefully read and consider these risk factors before you invest in our securities.

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

The date of this prospectus is                        , 20222023.

TABLE OF CONTENTS

The distribution of this prospectus may be restricted by law in certain jurisdictions. You should inform yourself about and observe any of these restrictions. If you are in a jurisdiction where offers to sell, or solicitations of offers to purchase, the securities offered by this document are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this prospectus does not extend to you.

We have not authorized anyone to give any information or make any representation about us that is different from, or in addition to, that contained in this prospectus, including in any of the materials that we have incorporated by reference into this prospectus, any accompanying prospectus supplement, and any free writing prospectus prepared or authorized by us. Therefore, if anyone does give you information of this sort, you should not rely on it as authorized by us. You should rely only on the information contained or incorporated by reference in this prospectus and any accompanying prospectus supplement.

You should not assume that the information contained in this prospectus and any accompanying supplement to this prospectus is accurate on any date subsequent to the date set forth on the front of the document or that any information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus and any accompanying supplement to this prospectus is delivered or securities are sold on a later date. Neither the delivery of this prospectus, nor any sale made hereunder, shall under any circumstances create any implication that there has been no change in our affairs since the date hereof or that the information incorporated by reference herein is correct as of any time subsequent to the date of such information.

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 the SEC, using a “shelf” registration process. Underincorporated by reference into this shelf registration process,prospectus. Neither we and/ornor the selling stockholderstockholders named herein (the “Selling Stockholders”) have authorized anyone to be namedprovide you with information different from, or in aaddition to, that contained in or incorporated by reference into this prospectus. This prospectus supplementis 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 from timehave changed since those dates.

The Selling Stockholders are not offering to time,sell or seeking offers to purchase these securities in any jurisdiction where the offer and sell sharesor sale is not permitted. Neither we nor the Selling Stockholders have done anything that would permit this offering or possession or distribution of our common stock; and we may, from time to time, offer and sell any combination of the securities described in this prospectus in one or more offerings.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.

This prospectus provides certain general information aboutIf required, each time the securities that we and/or the selling stockholder maySelling Stockholders offer hereunder. Each time we and/or the selling stockholder sell securities,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 the offering and the offered securities.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 these offerings. In eachthat offering. We may also use a prospectus supplement we will include the following information:

In addition, the prospectus supplement orand any related free writing prospectus may alsoto 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. Theprospectus, 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 or free writing prospectus will supersede this prospectustogether 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 the extent it contains information that is different from, or that conflicts with, theCrown Electrokinetics Corp.

Unless otherwise indicated, information contained in this prospectus or incorporated by reference herein concerning our industry and the markets in this prospectus. You should readwhich we operate is based on information from independent industry and consider allresearch organizations, other third-party sources (including industry publications, surveys and forecasts), and management estimates. Management estimates are derived from publicly available information contained in this prospectus, any accompanying prospectus supplementreleased by independent industry analysts and any free writing prospectus thatthird-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 authorized for usenot independently verified any third-party information. In addition, projections, assumptions and estimates of the future performance of the industry in connection withwhich we operate and our future performance are necessarily subject to uncertainty and risk due to a specific offering,variety of factors, including those described in making your investment decision. You should also read“Risk Factors” and consider the information contained“Cautionary Note Regarding Forward-Looking Statements.” These and other factors could cause results to differ materially from those expressed in the documents identified underestimates made by the heading “Incorporation of Certain Documentsindependent parties and by Reference” and “Where You Can Find More Information” in this prospectus.

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

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some ofWhen used in this prospectus, including the statements contained ordocuments that we have incorporated by reference, in this prospectus may befuture 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 may involve material risks, assumptions and uncertainties. Forward-looking statements typically are identified by the use of terms such as “may,” “will,” “should,” “believe,” “might,” “expect,” “anticipate,” “intend,” “plan,” “estimate” and similar words, although somecapital 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 expressed differently.not limited to, statements about the following:

Although we believe that the expectations reflected in such forward-looking

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These statements are reasonable, these statementsnecessarily subjective, are not guarantees of future performancebased upon our current plans, intentions, objectives, goals, strategies, beliefs, projections and expectations, and involve certainknown and unknown risks, uncertainties and uncertaintiesother important factors that are difficult to predict, and which maycould cause our actual outcomes andresults, performance or achievements, or industry results, to differ materially from what is expressedany future results, performance or forecastedachievements described in or implied by such forward-looking statements. TheseActual results may differ materially from expected results described in our forward-looking statements, speak only asincluding 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 datepublicly-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 which theyinformation available at the time those statements are made and exceptmanagement’s belief as required by law, we undertake no obligation to publicly release the results of any revision or update of these forward-looking statements, whether as a result of new information, future events or otherwise. If we do update or correct one or more forward-looking statements, you should not conclude that we will make additional updates or corrections with respect thereto ortime with respect to other forward-looking statements. A detailed discussion offuture events and are subject to risks and uncertainties that could cause actual performance or results and events 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 is includedinclude, 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 periodic reports filed with the SEC and in the “Risk Factors” section of this prospectus.filings.

RISK FACTORS

An investment in our securities involves a high degreenumber of risk.risks. Before making any investment decision,deciding to invest in our securities, you should carefully consider the risk factors set forthrisks described below the informationand discussed under the caption “Risk Factors” in any applicable prospectus supplement, any related free writing prospectus that we may authorize to be provided to you and the information under the caption “Risk Factors”section captioned “Risk Factors” contained in our annual reportAnnual Report on Form 10-K and quarterly report on Form 10-Q that arefor the year ended December 31, 2022, which is incorporated by reference in this prospectus, as updatedthe information and documents incorporated by our subsequent filings under the Securities Exchange Actreference herein, and in any prospectus supplement or free writing prospectus that we have authorized for use in connection with an offering. If any of 1934, as amended, or the Exchange Act.

Thesethese risks could materially affectactually occurs, our business, financial condition, results of operationoperations or financial condition and affectcash flow could be harmed. This could cause the valuetrading price of our securities. Additional risks and uncertainties that are not yet identified may also materially harm our business, operating results and financial condition and could resultcommon stock to decline, resulting in a complete loss of your investment. You could lose all or part of your investment. For more information, see “Where You Can Find More Information.”The risks described below and in the document 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.

Risks Related to Our SecuritiesFinancial Performance or General Economic Conditions

We derive a significant portion of our revenues from a small number of customers, and the Offeringloss of one or more of these customers could adversely affect our revenues, results of operations, and liquidity. 

Our customer base is highly concentrated. Our industry is highly competitive and the revenue we expect from an existing customer in any market could fail to be realized if competitors who offer comparable services to our customers do so on more favorable terms or have a better relationship with a customer. Additionally, the continued consolidation of the telecommunications industry could result in the loss of a customer if, as a result of a merger or acquisition involving one or more of our customers, the surviving entity chooses to use one of our competitors for the services we currently provide.

Future sales or other dilutionThe capital and operating expenditure budgets and seasonal spending patterns of our equity could depresscustomers affect demand for our services. 

Generally, our customers have no obligation to assign specific amounts of work to us. Customers decide to engage us to provide services based on, among other things, the market priceamount of capital they have available and their spending priorities. Our customers’ capital budgets may change for reasons over which we have no control. These changes may occur quickly and without advance notice. Any fluctuation in the capital or operating expenditure budgets and priorities of our common stock.customers could adversely affect our revenues, results of operations, and liquidity. 

SalesSeasonality and adverse weather conditions affect demand for our services.

Our contract revenues and results of operations exhibit seasonality and are impacted by adverse weather changes as we perform a significant portion of our common stock, preferred stock, warrants, rightswork outdoors. Consequently, adverse weather, which is more likely to occur with greater frequency, severity, and duration during the winter, as well as reduced daylight hours, impact our operations during the fiscal quarters ending in January and April. Additionally, extreme weather conditions such as major or convertible debt securities,extended winter storms, droughts and tornados, and natural disasters, such as floods, hurricanes, tropical storms, whether as a result of climate change or otherwise, could also impact the demand for our services, or impact our ability to perform our services.

We derive a significant portion of our revenues from multi-year master service agreements and other long-term contracts which our customers may cancel at any combinationtime or may reschedule or modify previously assigned work. 

The majority of our long-term contracts are cancellable by our customers with little or no advance notice and for any, or no, reason. Our customers may also have the right to cancel or remove assigned work without canceling the contract or to reschedule or modify previously assigned work. In addition, these contracts typically include a fixed term that is subject to renewal or rebid on a periodic basis. We may be unsuccessful in securing contracts when their fixed terms expire. Our projected revenues assume that definitive work orders have been, or will be, issued by our customer, and that the work will be completed. The potential loss of work under master service agreements and other long-term contracts, or the rescheduling or modification of previously assigned work by a customer, could adversely affect our results of operations, cash flows, and liquidity, as well as any projections we provide.

Our contracts contain provisions that may require us to pay damages or incur costs if we fail to meet our contractual obligations.

If we do not meet our contractual obligations our customers may look to us to pay damages or pursue other remedies, including, in some instances, the payment of liquidated damages. Additionally, if we fail to meet our contractual obligations, or if our customer anticipates that we cannot meet our contractual obligations, our customers may, in certain circumstances, seek reimbursement from us to cover the incremental cost of having a third party complete or remediate our work. Our results of operations could be adversely affected if we are required to pay damages or incur costs as a result of a failure to meet our contractual obligations. 

Generally, our customers are not contractually committed to procure specific volumes of services. Contract revenue estimates reflected in our backlog can be subject to change due to a number of factors, including contract cancellations or changes in the amount of work we expect to be performed. In addition, contract revenues reflected in our backlog may be realized in different periods from those previously anticipated due to these factors as well as project accelerations or delays due to various reasons, including, but not limited to, changes in customer spending priorities, project cancellations, regulatory interruptions, scheduling changes, commercial issues, such as permitting, engineering revisions, job site conditions and adverse weather. The amount or timing of our backlog can also be impacted by the merger or acquisition activity of our customers. Our estimates of our customers’ requirements during a future period may prove to be inaccurate. As a result, our backlog as of any particular date is an uncertain estimate of the foregoing, inamount of, and timing of, future revenues and earnings.

Our profitability is based on delivering services within the public market, orestimated costs established when we price our contracts. 

A significant portion of our services are provided under contracts that have discrete pricing for individual tasks. Due to the perception that such salesfixed price nature of the tasks, our profitability could occur,decline if our actual cost to complete each task exceeds our original estimates, as pricing under these contracts is determined based on estimated costs established when we enter into the contracts. A variety of factors could negatively impact the actual cost we incur in performing our work, such as changes made by our customers to the scope and extent of the services that we are to provide under a contract, delays resulting from weather and the COVID-19 pandemic, conditions at work sites differing materially from those anticipated at the time we bid on the contract, higher than expected costs of materials and labor, delays in obtaining necessary permits, under absorbed costs, and lower than anticipated productivity. An increase in costs due to any of these factors, or for other reasons, could adversely affect our results of operations.

Our business is labor-intensive, and we may be unable to attract, retain and ensure the productivity of qualified employees or to pass increased labor and training costs to our customers.

We are highly dependent upon our ability to employ, train, retain, and ensure the productivity of the skilled personnel needed to operate our business. Given the highly specialized work we perform, many of our employees receive training in, and possess, specialized technical skills that are necessary to operate our business and maintain productivity and profitability. We cannot be certain that we will be able to maintain and ensure the productivity of the skilled labor force necessary to operate our business. Our ability to do so depends on a number of factors, such as the general rate of employment, competition for employees possessing the skills we need, the general health and welfare of our employees and the level of compensation required to hire, train and retain qualified employees. In addition, the uncertainty of contract awards and project delays can also present difficulties in appropriately sizing our skilled labor force. Furthermore, due to the fixed price nature of the tasks in our contracts, we may be unable to pass increases in labor and training costs on to our customers. If we are unable to attract or retain qualified employees or incur additional labor and training costs, our results of operations could be adversely affected. 

We may be unable to secure subcontractors to fulfill our obligations, or our subcontractors may fail to satisfy their obligations to us, either of which may adversely affect our relationships with our customers or cause us to incur additional costs. 

We contract with subcontractors to manage fluctuations in work volumes and reduce the amounts that we would otherwise expend on fixed assets and working capital. If we are unable to secure qualified subcontractors who can provide adequate labor resources at a reasonable cost, we may be delayed or unable to complete our work under a contract on a timely basis. In addition, we may have disputes with these subcontractors arising from, among other things, the quality and timeliness of the work they have performed. We may incur additional costs to correct such shortfalls in the work performed by subcontractors. Any of these factors could negatively impact the quality of our service, our ability to perform under certain customer contracts, and our relationships with our customers, which could adversely affect our results of operations.

Changes in fuel prices may increase our costs, and we may not be able to pass along increased fuel costs to our customers.

Fuel prices fluctuate based on events outside of our control. Most of our services are provided under contracts that have discrete pricing for individual tasks and do not allow us to adjust our pricing for higher fuel costs during a contract term. In addition, we may be unable to secure prices that reflect rising costs when renewing or bidding contracts. To the extent we enter into hedge transactions in conjunction with our anticipated fuel purchases, declines in fuel prices below the levels established in the hedges we have in place may require us to make payments to our hedge counterparties. As a result, changes in fuel prices may adversely affect our results of operations.

Risks Related to the Operation of Our Business 

Our operations involve activities that are often inherently dangerous and are performed at times in complex or sensitive environments. If our activities result in, or if it is alleged that our activities have resulted in, damage or destruction to the real or personal property of others, or in injury or death to others, we could be exposed to significant financial losses and reputational harm, as well as civil and criminal liabilities.

Our operations involve dangerous activities such as underground drilling and the use of mechanized equipment. These activities and their effects could result in, or be alleged to have resulted in, damage to the real and personal property of others, and cause personal injury or death to third parties or our employees. In many instances, our activities are performed in close proximity to other utilities which, if damaged, may result in the occurrence of catastrophic events. Additionally, we may perform our activities in environmentally sensitive locations or in locations that may be susceptible to catastrophic events, including wildfires. If our activities cause or contribute to, or are alleged to have caused or contributed to, a catastrophic event, we could be exposed to severe financial losses and reputational harm. We procure insurance coverage to cover many of these risks; however, there can be no assurance that these coverages will continue to be available to us on commercially reasonable terms, or at all, or that they are adequate in scope or amount to address financial losses from these risks. As a result, we could incur significant costs to defend any such allegations, defend and indemnify our customers, repair and replace assets, or to compensate third parties; reputational harm could result in the loss of future revenue-generating opportunities; or we may be subject to civil and, in certain situations, criminal liabilities.

Risks Related to Laws and Regulations 

Our failure to comply with occupational health and workplace safety requirements could result in significant liabilities or enforcement actions and adversely impact our ability to perform services for our customers. 

Our operations are subject to strict laws and regulations governing workplace safety. Our workers frequently operate heavy machinery, work on and in the vicinity of electrical and gas lines, perform their work at heights, and engage in other potentially dangerous activities which could subject them and others to injury or death. If, in the course of our operations, it is determined we have violated safety regulations, our operations may be disrupted and we may be subject to penalties, fines or, in extreme cases, criminal sanctions. In addition, if our safety performance were to deteriorate, customers could decide to cancel our contracts or not award us future business. These factors could adversely affect our results of operations and financial position. 

Our failure to comply with environmental laws could result in significant liabilities.

A significant portion of the work we perform is associated with the underground networks of our customers and we often operate in close proximity to pipelines, sewer lines, or underground storage tanks that may contain hazardous substances. We could be subject to liabilities in the event that we fail to comply with environmental laws or regulations or if we cause or are responsible for the release of hazardous substances or other environmental damages. These liabilities could result in significant costs including remediation costs, fines, third-party claims for property damage, or personal injury, and, in extreme cases, criminal sanctions. These costs, as well as any direct impact to ongoing operations, could adversely affect our results of operations and cash flows. In addition, new laws and regulations, altered enforcement of existing laws and regulations, the discovery of previously unknown contamination or leaks, or the imposition of new remediation requirements could require us to incur significant costs or create new or increased liabilities that could adversely affect our results of operations and financial position. 

Risks Related to Our Ability to Grow Our Business

We may not have access in the future to sufficient capital on favorable terms or at all.We may require additional capital to pursue acquisitions, fund capital expenditures, for working capital needs, or to respond to changing business conditions.

Our existing debt agreements include restrictions on our ability to incur additional debt at certain levels. In addition, if we seek to incur more debt, we may be required to agree to additional covenants that further limit our operational and financial flexibility. If we pursue additional debt or equity financings, we cannot be certain that such funding will be available on terms acceptable to us, or at all. Our inability to access additional capital could adversely affect our liquidity and may limit our growth and ability to execute our business strategy.

The specialty contracting services industry in which we operate is highly competitive. 

We compete with other specialty contractors, including numerous local and regional providers, as well as several large corporations that may have financial, technical, and marketing resources exceeding ours. Relatively few barriers to entry exist in the markets in which we operate. Any organization may become a competitor if it has adequate financial resources and access to technical expertise, the ability to engage subcontractors, and the necessary equipment and materials. Additionally, our competitors may develop expertise, experience, and resources to provide services that are equal or superior to our services in price, quality, or availability, and we may be unable to maintain or enhance our competitive position. Furthermore, our customers generally require competitive bidding of our contracts upon the expiration of their terms. If competitors underbid us to procure business, we could be required to lower the prices we charge in order to retain contracts. Our revenues and results of operations could be adversely affected if our customers shift a significant portion of our work to a competitor, if we are unsuccessful in bidding or retaining projects, or if our ability to win projects requires us to provide our services at reduced margins.

We face competition from the in-house service organizations of our customers. 

We face competition from the in-house service organizations of our customers whose personnel perform the services that we provide. We can offer no assurance that our existing or prospective customers will continue to outsource specialty contracting services in the future. Our revenues and results of operations could be adversely affected if our existing or prospective customers reduce the specialty contracting services that are outsourced to us. 

PRIVATE PLACEMENTS

Series E Preferred Stock and Series E Warrant

On February 2, 2023, we entered into a Line of Credit Agreement (the “Line of Credit”) with a lender, pursuant to which the lender extended to us a secured line of credit in an amount not to exceed $100,000,000, to be used to fund expenses related to the fulfillment of contracts with customers of Crown Fiber Optics. The lender will consider requests for advances under the Line of Credit until February 2, 2024, unless the Line of Credit is extended for one or two additional years in accordance with its terms. Simultaneously with entering into the Line of Credit, we drew $2,000,000 under such Line of Credit.

In consideration for entering in the Line of Credit, we issued to the lender (i) 5,000 shares of our newly-created Series E Preferred Stock (the “Series E Preferred Stock”) and (ii) a warrant to purchase 45,000 shares of our Series E Preferred Stock (the “Series E Warrant”). An additional 5,000 shares of Series E Preferred Stock will be issued on the first and second anniversary of the date of the Line of Credit, provided that if we do not elect to extend the Line of Credit for an additional one or two years in accordance with the terms of such Line of Credit, such additional 5,000 shares of Series E Preferred Stock shall be immediately issued to the lender.

On February 1, 2023, we filed a Certificate of Designations, Preferences and Rights of the Series E Preferred Stock with the Secretary of State of the State of Delaware (the “Series E COD”). The Series E COD establishes the rights of the shares of Series E Preferred Stock.

Holders of Series E Preferred Stock are entitled to receive when, as and if dividends are declared and paid on our common stock, an equivalent dividend (with the same dividend declaration date and payment date), calculated on an as-converted basis without regard to the Beneficial Ownership Limitation (as defined in the Series E COD). Each share of Series E Preferred Stock is convertible into 1,000 shares of common stock at the option of holders of the Series E Preferred Stock. Except as otherwise required by the Delaware General Corporation Law or as provided below, the Series E Preferred Stock does not have voting rights. As long as any shares of Series E Preferred Stock are outstanding, in addition to any other requirement of the Delaware General Corporation Law, we will not, without the affirmative vote of the of a majority of the then-outstanding shares of the Series E Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Series E Preferred Stock or alter or amend the Series E COD, (b) amend our Certificate of Incorporation or other charter documents in any manner that materially adversely affects any rights of the holders of Series E Preferred Stock or (c) enter into any agreement with respect to any of the foregoing. The Series E Preferred Stock does not have a preference upon our liquidation, dissolution or winding-up.

Holders of Series E Preferred Stock are prohibited from converting shares of Series E Preferred Stock into shares of common stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own more than a specified percentage (to be initially set at 4.99% and thereafter adjusted by the holder to a number between 4.99% and 9.99%) of the total number of shares of common stock issued and outstanding immediately after giving effect to such conversion. In addition, in the event a conversion of Series E Preferred Stock would result in the holder owning more than 19.99% of our outstanding shares of common stock, the number of shares of common stock that may be issued upon such conversion of Series E Preferred Stock, shall be limited to 19.99% of our outstanding shares of common stock as of the date hereof (the “Exchange Cap”), unless we obtain stockholder approval to issue a number of shares of common stock exceeding the Exchange Cap; provided, that the holder is restricted from effecting multiple conversions that result in the issuance of common stock in excess of the Exchange Cap, so long as at no time does the holder beneficially own shares of common stock in excess of the Exchange Cap.

The Series E Warrant is exercisable for five years to purchase an aggregate of 45,000 shares of Series E Preferred Stock at an exercise price of the greater of (i) $0.50 or (ii) the Nasdaq official closing price as of the Trading Day (as defined in the Series E Warrant) immediately prior to the time of issuance of the Series E Warrant, in either case multiplied by 1,000, and subject to adjustment under certain circumstances described in the Series E Warrant.

January Warrants

On January 3, 2023, the Company entered into a Securities Purchase Agreement (the “January Purchase Agreement”) with certain accredited investors as purchasers. Pursuant to the January Purchase Agreement, we sold, and the investors purchased, $1.2 million in principal amount of senior secured notes (the “January Notes”) and 2,500,000 warrants (“January Warrants”), each January Warrant entitling the holder to purchase one share of our common stock.

The January Notes were issued with an original issue discount of 20%, do not bear interest, and mature three months from the date of issuance (unless extended pursuant to the terms of the January Notes). To secure our obligations thereunder and under the January Purchase Agreement, we granted a security interest over all of our assets to the collateral agent for the benefit of the investors.

The January Warrants are exercisable for five years at an exercise price of $0.32, subject to adjustment under certain circumstances described in the January Warrants.

Waiver Warrants and Exchange 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 “October 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 October Notes. In addition, the issuanceinvestors received warrants, which are exercisable for a period of additionalfive years, to purchase an aggregate of 21,759,403 shares of common stock (the “October Warrants”).

On January 19, 2023, we entered into a warrant inducement agreement with certain holders of the October Notes, and issued to such holders warrants (the “Exchange Warrants”) to purchase 6,405,844 shares of our common stock.

On March 24, 2023, we and the investors entered into waiver and amendment agreements (the “Waiver and Amendment”) pursuant to which the investors waived certain provisions of the October Purchase Agreement to allow us to issue securities in an at-the-market offering at a price per share that is lower than the conversion price of the October Notes of $0.33 and to remove certain cash requirements set forth in the October Notes, and the investors were offered either (i) the option to both (a) change the purchase price under the October Purchase Agreement to $600 for each $1,000 of principal amount of October Notes and October Warrants to be purchased by such investor, representing an Original Issue Discount of 40% and (b) raise the conversion price of the October Notes to $0.536 or (ii) subject to certain stockholder approval requirements set forth in the Waiver and Amendment, the option to receive a number of shares of common stock reflecting an increase in the principal amount of the October Notes equivalent to a 5% increase in the original issue discount of the October Notes based on the closing price of the common stock on the day prior to the date the Waiver and Amendment is executed.

In connection with the Waiver and Amendment, we issued warrants (the “Waiver Warrants”) to the investors. The Waiver Warrants are exercisable for five (5) years to purchase an aggregate of 5,813,414 shares of our common stock securities convertible into or exercisable for our common stock, other equity-linked securities, including preferred stock, warrants or rights or any combination of these securities pursuant to this prospectus will dilute the ownership interest of our common shareholders and could depress the marketat an exercise price of our common stock and impair our ability$0.32 per share, subject to raise capital throughadjustment under certain circumstances described in the sale of additional equity securities.Waiver Warrants.

We may need to seek additional capital. If this additional financingThe Series E Preferred Stock, the Series E Warrant, the January Warrants, the Waiver Warrants and the Exchange 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 thereof are “accredited investors” as such term is obtained throughdefined in Regulation D promulgated under the issuance of equity securities, debt securities convertible into equity or options, warrants or rights to acquire equity securities, our existing shareholders could experience significant dilution upon the issuance, conversion or exercise of such securities.Securities Act.

Our management will have broad discretion over the use of the proceeds we receive from the sale our securities pursuant to this prospectus and might not apply the proceeds in ways that increase the value of your investment.

Our management will have broad discretion to use the net proceeds from any offerings under this prospectus, and you will be relying on the judgment of our management regarding the application of these proceeds. Except as described in any prospectus supplement or in any related free writing prospectus that we may authorize to be provided to you, the net proceeds received by us from our sale of the securities described in this prospectus will be added to our general funds and will be used for general corporate purposes. Our management might not apply the net proceeds from offerings of our securities in ways that increase the value of your investment and might not be able to yield a significant return, if any, on any investment of such net proceeds. You may not have the opportunity to influence our decisions on how to use such proceeds.

USE OF PROCEEDS

We intend to use the net proceeds from the sale of theare not selling any securities as set forth in the applicableunder this prospectus supplement. In the case of a sale of shares of our common stock by the selling stockholder, weand will not receive any proceeds from the sale of ourthe common stock.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 $27,235,185. 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.”

SELLING STOCKHOLDER

This prospectus also relates toThe Selling Stockholders will pay any underwriting discounts and commissions and expenses incurred by the possible resaleSelling Stockholders for brokerage or legal services or any other expenses incurred by onethe Selling Stockholders in disposing of our stockholders of up to an aggregate of 2,000,000 shares of our common stock (plus an indeterminate number of shares of our common stock that may be issued upon stock splits, stock dividends or similar transactions in accordance with Rule 416 under the Securities Act) that were previously acquired by such stockholder in connection with our formation and through the selling stockholder’s service as our Chairman and Chief Executive Officer. Unless the context otherwise requires, as used in this prospectus, “selling stockholder” includes the selling stockholder named in the table below and donees, pledgees, transferees or other successors-in-interest selling shares received from the selling shareholders as a gift, pledge, partnership distribution or other transfer after the date of this prospectus, and any such persons will be named in the applicable prospectus supplement. We are registering the shares of common stock offered hereby. We will bear all other costs, fees and expenses incurred in order to permiteffecting the selling stockholder to offerregistration of the shares for resale from time to time.

The selling stockholder is Doug Croxall, our Chairman and Chief Executive Officer. The selling stockholder is not an affiliate of any broker-dealer.

The following table, based upon information currently known by us, sets forth as of January 12, 2021: (i) the number of shares of common stock held of record or beneficiallycovered by the selling shareholders as of such date (as determined below); and (ii) the number of shares that may be offered under this prospectus, by the selling shareholders. The beneficial ownership of the common stock set forth in the following table is determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended, or the Exchange Act,including all registration and the information is not necessarily indicative of beneficial ownership for any other purpose. This table is based upon information supplied to us by the selling shareholdersfiling fees and information filed with the SEC. The selling shareholders may sell or transfer all or a portion of their sharesfees and expenses of our common stock pursuant to any available exemption from the registration requirements of the Securities Act.counsel and accountants.