Item 5.01 Changes in Control of Registrant.

On December 20, 2022, of SolarWindow Technologies, Inc. (the "Company") received a copy of the December 16, 2022 Order Made After Application in the Supreme Court of British Columbia whereby the Honourable Mr. Justice Elwood ordered the following:

1. Within five (5) business days of the order Light Quantum Energy Holdings


    ("LQE") and Worldwide Stock Transfer, LLC shall take the steps necessary to
    effect a transfer of the following shares in the Company from LQE to Kalen
    Capital Corporation ("Kalen"):

(a) 32,984,331 shares of common stock;

(b) 16,780,167 cash only warrants to purchase up to 16,780,167 shares of common

stock; and

(c) 1,781,750 cashless warrants to purchase up to 1,781,750 shares of common


     stock

2. The application to dismiss the Counterclaim of LQE, John Rhee and Seongae is

adjourned generally;

3. Kalen shall have costs of this application in the cause

The shares of common stock listed under item 1(a) above represent approximately 62% of the Company's issued and outstanding Shares; and, together with the shares of the Company's Common Stock issuable upon the exercise of the Warrants listed under 1(b) and 1(c) above, Kalen's beneficial ownership is approximately 72%

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.





(a)    Departure of Directors or Certain Officers.

By email dated December 18, 2022, Mr. John Rhee tendered his resignation to his appointment to the Board of Directors (the "Board") of the Company effective immediately. Mr. Rhee was appointed to the Board of Directors on July 1, 2020.

Mr. Rhee noted that the reason for his resignation was that "there has not been any real communication or honoring any of my positions regarding in issues of management of this company in the past months. My good intentions were used for your wrong purposes so I hereby resign."

In accordance with the requirements of Item 5.02 of Form 8-K, the Company has provided Mr. Rhee with a copy of the disclosures that it is making in response to this Item 5.02 no later than the date of filing this Form 8-K with the SEC and will provide Mr. Rhee with the opportunity to furnish the Company, as promptly as possible, with a letter addressed to the Company stating whether he agrees with the statements made by the Company in response to this Item 5.02 and, if not, stating the respects in which he does not agree.







 Number    Description
  17.1       Resignation Letter dated December 18, 2022 from Mr. John Rhee.
  99.1       Order Made After Application dated December 16, 2022

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