Item 8.01 Other Events.
As previously reported in SolarWindow Technologies, Inc.'s (the "Company") Form
8-K filed on December 15, 2022, in May 2022, the Company engaged legal counsel
based in South Korea ("Korean Counsel") and provided them the authority to act
on behalf of SolarWindow Asia (USA) Corp., a Nevada corporation wholly owned by
the Company, and the sole shareholder of the company's Korean subsidiary. Korean
Counsel attempted to Convene an Extraordinary General Meeting of the
Shareholders and to Inspect Books of Account and Shareholder Register by sending
notice to the Directors to which Korean Counsel received no response. About
August 30, 2022, Korean Counsel then filed with the Korean courts a request for
an order to convene an extraordinary general meeting of the shareholders
("EGM"), which required that Rhee, as the representative director of the
Company, be served notice. Following several unsuccessful attempts to serve Rhee
(September 26, 2022, October 6, 2022, and on October 12, 2022), the Korean
Counsel effected service on October 19, 2022.
A hearing in the 31st Civil Division of the Korean courts was held on November
16, 2022. At the hearing, Korean Counsel submitted that the sole shareholder of
the Korean Subsidiary is seeking to convene an EGM as soon as possible, that
Rhee has not provided required financial information of the Korean Subsidiary to
the Company, that Rhee was legally dismissed as a director of SolarWindow Asia
(USA) Corp. on May 8, 2022, the current legally recognized director is the
Company's Interim CFO, and that a Canadian court has issued an injunction
prohibiting Rhee from exercising any rights as a shareholder of the Company.
Further, the Company has elected to appoint an independent third party who can
objectively conduct an EGM. Korean Counsel asked the Korean court to make a
prompt decision in consideration of the above circumstances.
On March 2, 2023, the Company received a copy of an order dated February 27,
2023 (the "Order") issued by the Suwon District Court 31st Civil Division (the
"Court"), granting the relief sought by SolarWindow Asia (USA) Corp. In granting
the relief the Court ordered that (as translated from Korean):
"1. The Applicant shall be permitted to convene an extraordinary general meeting
of shareholders of the Company, which will be held for the agenda set out in the
attached Schedule.
2. Attorney Joong-seo Choi (born on December 3, 1980) shall be appointed as the
chairperson of the extraordinary general meeting of shareholders referred to in
paragraph 1 above."
The Court stated its support of SolarWindow Asia (USA) Corp.'s application that
"Considering the case records and the hearing of this case as a whole, we find
that the Applicant, who is the shareholder holding 100% of the total number of
shares issued by the Company, had requested the Company on August 17, 2022 to
convene an extraordinary general meeting of shareholders for the agenda items
listed in the attached Schedule, however, the Company has not initiated the
process to convene such a meeting to date.
Based on the above factual finding, we find that it is necessary to grant
permission to the Applicant in respect of convening an extraordinary general
meeting of shareholders for the agenda items listed in the attached Schedule
pursuant to Article 366(2) and (1) of the Commercial Code.
***
"Further, since it would not be appropriate to allow the Company's
Representative Director John Sung Hee Rhee to chair the extraordinary general
meeting of shareholders that is convened by the Company in accordance with this
Court's permission, given that John Sung Hee Rhee had not convened the
extraordinary general meeting of shareholders, which the Applicant had requested
in accordance with the provisions of the Commercial Code, the attorney referred
to in paragraph 2 above of the Order shall be appointed as the chairperson of
the above-referenced extraordinary general meeting of shareholders."
The Company is now in the process of scheduling the EGM.
The Schedule referenced in, and annexed to, the Order provides as follows:
Proposed Resolutions for Extraordinary General Meeting of Shareholders
Proposed Resolution No. 1: Dismissal of Internal Directors
Proposed Resolution No. 1-1: Dismissal of Internal Director John Sung Hee Rhee,
a national of the United States
Proposed Resolution No. 1-2: Dismissal of Internal Director Young Moo Park
Proposed Resolution No. 1-3: Dismissal of Internal Director Kwan Young Jang
Proposed Resolution No. 2: Appointment of New Directors
Proposed Resolution No. 2-1: Appointment of Internal Director Joseph Sierchio
Proposed Resolution No. 2-2: Appointment of Internal Director Amit Singh
Proposed Resolution No. 2-3: Appointment of Internal Director Alexandra
Musk-Steuart
Proposed Resolution No. 3: Dismissal of Auditor Yong Seung Jeon
Proposed Resolution No. 4: Appointment of Auditor Justin Frere.
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