May 13, 2019
Douglas Croxall
Chief Executive Officer
Crown Electrokinetics Corp.
1110 NE Circle Blvd
Corvallis, Oregon 97330
Re: Crown Electrokinetics Corp.
Amendment 1 to Draft Registration Statement on Form S-1
Submitted April 24, 2019
Dear Mr. Croxall:
We have reviewed your amended draft registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by providing the requested information and
either submitting
an amended draft registration statement or publicly filing your registration
statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances
or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.
Amendment 1 to Draft Registration Statement on Form S-1 submitted April 24,
2019
Prospectus Summary
Our Company, Overview, page 1
1. Refer to comment 4 and also comment 16 in our February 22, 2019 letter.
Make clear
here and elsewhere in the prospectus that Hewlett-Packard owns the seven
patents which
you use and that you have the option to purchase these patents by
January 31, 2021 which
you have not exercised as of the date of the prospectus.
An active trading market for our common stock may not develop, page 8
2. Make clear here and elsewhere in the prospectus that your common stock
is not listed on a
national securities exchange or quoted on The OTC Bulletin Board or one
of the three
marketplaces of OTC Link.
Douglas Croxall
FirstName LastNameDouglas Croxall
Crown Electrokinetics Corp.
Comapany NameCrown Electrokinetics Corp.
May 13, 2019
May 13, 2019 Page 2
Page 2
FirstName LastName
Management's plans and basis of presentation, page 14
3. Disclosure in the fourth paragraph that the first amendment to your
intellectual property
agreement with Hewlett-Packard allocated $25,000 of the $200,000
purchase price to
acquire equipment to be used in your research is inconsistent with
disclosure in the first
amendment to your intellectual property agreement with Hewlett-Packard
filed as part of
Exhibit 10.1 that $75,000 of the research license fee is to be paid
upon completion of the
technology transfer and $100,000 of the research license fee is to be
paid upon the first
anniversary of the intellectual property agreement's effective date.
Please reconcile the
disclosures.
Intellectual Property, page 24
4. Disclosure that you have the option to purchase before January 31,
2020 the seven patents
that you currently license from Hewlett-Packard is inconsistent with
disclosure on page 14
and elsewhere that you have the option to purchase before January 31,
2021 the seven
patents that you currently license from Hewlett-Packard. Please
reconcile the disclosures.
Sellimg Stockholders, page 37
5. Your * footnote does not appear in the table. Please revise.
Exhibits
Exhibit 10.1, page II-2
6. The exhibit index indicates that your intellectual property agreement
and its amendments
are filed as Exhibit 10.1. Exhibit 10.1 includes the first and third
amendments to the
intellectual property agreement but does not include the intellectual
property agreement or
the second amendment to the intellectual property agreement which were
filed on
December 28, 2018. Please file the intellectual property agreement and
all of its
amendments as a single exhibit in the next amendment to the
registration statement.
General
7. We note that you removed disclosure relating to your application for
the listing of your
common stock on The Nasdaq Capital Market throughout the registration
statement.
Please revise disclosure throughout the registration statement to
indicate that the shares of
common stock being offered for sale by the selling stockholders will
be sold at a fixed
price which you specify in the prospectus until your shares of common
stock are listed on
a national securities exchange, or are quoted on the OTC Bulletin
Board, or are quoted in
the OTCQX marketplace or the OTCQB marketplace of OTC Link and after
that at
prevailing market prices or privately negotiated prices.
You may contact Al Pavot, Staff Accountant at 202-551-3738 or Tracey
Houser, at 202-
551-3736 if you have questions regarding comments on the financial statements
and related
Douglas Croxall
Crown Electrokinetics Corp.
May 13, 2019
Page 3
matters. Please contact Edward M. Kelly, Senior Attorney at 202-551-3728 or
Amanda Ravitz
Assistant Director at 202=551-3412 with any other questions.
Sincerely,
FirstName LastNameDouglas Croxall
Division of Corporation
Finance
Comapany NameCrown Electrokinetics Corp.
Office of Manufacturing
and
May 13, 2019 Page 3 Construction
FirstName LastName