Item 2.01 Completion of Acquisition or Disposition of Assets
On January 13, 2023, the Board of Directors (the "Board") of SolarWindow
Technologies, Inc. (the "Company") determined that it is in the best interests
of the Company to formally exit South Korea and dissolve its indirect, wholly
owned, South Korean domiciled subsidiary, SolarWindow Asia Co., Ltd. (the
"Korean Subsidiary").
Effective as of the Company's quarterly report of Form 10-Q for the three and
nine months ended May 31, 2022, the Company recognized an impairment of the net
asset value of all assets held by the Korean Subsidiary of $674,200. The total
investment by the Company into the Korean Subsidiary through May 31, 2022 was
$1,894,000. The Company has not provided capital to the Korean Subsidiary since
May 2, 2022.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(a) Appointment of Directors or Certain Officers.
On January 13, 2023, the Board elected Mr. Harmel S. Rayat to fill the vacancy
created by the resignation of Mr. John Rhee ("Rhee") and serve as a director of
the Board. Mr. Rayat will serve in such position until his successor shall have
been elected and qualified or his earlier resignation or removal. Most recently,
Mr. Rayat served as a director of the Company from March 15, 2018, to October 1,
2020.
Since the 1990s, Mr. Rayat has provided strategic capital and managerial
guidance to a number of entities in various industries, including advertising,
biotechnology, news distribution, alternative energy and commercial real estate.
Mr. Rayat, a founding shareholder of SolarWindow Technologies, Inc., was invited
to join the Board due to his experience in finance, marketing, management, and
technology start-ups generally. Mr. Rayat is the President and sole stockholder
of Kalen Capital Corporation and Kalen Capital Holdings, LLC, which,
collectively, owns 35,638,931 shares of the Company's common stock, representing
66.99% of the Company's issued and outstanding common stock. Mr. Rayat also
holds a number of positions in, including those of Chief Executive Officer,
President and sole director of, RenovaCare, Inc.
Item 8.01 Other Events.
As previously reported, on November 29, 2022, the Company filed from 12B-25 (NT
10-K) "Notification of Late Filing" which provides for a fifteen (15) day grace
period and extension to December 14, 2022, to file Form 10-K. The extension was
filed due to the Company's inability to obtain information from the management
of the Company's indirect, wholly owned subsidiary, SolarWindow Asia Co. Ltd.
(the "Korean Subsidiary") thus preventing the Company's auditors from completing
their audit procedures for the Company's Fiscal year ended August 31, 2022 (the
"Annual Audit") as of the Company's Form 10-K filing deadline on November 29,
2022. Rhee, who at the time was a member of the Board continues to act as the
Representative Director of the Korean Subsidiary, notwithstanding the Company's
efforts to remove him. The Company is still attempting to gain access, via the
South Korean judicial system, to the books and records of the Korean Subsidiary
as needed to complete the Annual Audit and file its Form 10-K for the 2022
fiscal year.
For a more complete discussion please refer to:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1071840/000117184322008069/f8k_121422.htm
The Company has since been notified that the BC Securities Commission, on
January 10, 2022, has issued a Cease Trade Order as a result of the Company's
failure to file:
1. annual audited financial statements for the year ended August 31, 2022, as
required under Part 4 of National Instrument 51-102 Continuous Disclosure
Obligations (NI 51-102), and
2. a Form 51-102F1 Management's Discussion and Analysis for the period ended
August 31, 2022, as required under Part 5 of NI 51-102, and
3. a Form 51-102F2 Annual Information Form for the year ended August 31, 2022,
as required under Part 6 of NI 51-102 (collectively, the required records).
The Order provides that all trading in the securities of the Reporting Issuer
cease until:
1. it files the required records, completed in accordance with the Act and
rules, and
2. the Executive Director revokes this order as it applies to the Reporting
Issuer.
Notwithstanding the Order, a beneficial shareholder of the Reporting Issuer who
is not, and was not at the date of this order, an insider or control person of
that Reporting Issuer, may sell securities of the Reporting Issuer acquired
before the date of this order, if:
1. the sale is made through a market outside Canada, and
2. the sale is made through an investment dealer registered in British Columbia.
The Company intends to explore its rights and obligations with respect to the
Cease Trade Order with Canadian Counsel. At the same time the Company continues
to move forward on its legal action permitting the removal of the Korean
Subsidiary's directors.
Also, the Company is in the process of exploring interim alternative means of
providing its stockholders and the public at large appropriate financial
statement information, pending resolution of the issues precluding the Company
from obtaining the information and documentation from the Korean Subsidiary.
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