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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Solarwindow Technologies Inc (PK) | USOTC:WNDW | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-0.05 | -14.29% | 0.30 | 0.30 | 0.36 | 0.31 | 0.30 | 0.30 | 5,204 | 21:00:00 |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act: None
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the
Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company
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 13(a) of the Exchange Act. ☐
Section 5 - Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Directors and Officers
On February 28, 2024, Mr. Harmel S. Rayat, submitted to the Company’s Board of Directors (the “Board”) notice of his resignation from his position as Chairman of the Board, and as a director of the Company, with such resignations to be effective as of February 28, 2024. The Board accepted Mr. Rayat’s resignation on February 28, 2024. Mr. Rayat resigned because of an officer and director bar ordered by the U.S. District Court for the Southern District of New York (the “US District Court”) on February 27, 2024, in Case No. 1:21-cv-04777 (S.D.N.Y.) more fully described in Section 8.01 of this Report.
Section 8 - Other Events
Item 8.01 Other Events.
Summary of the Judgment Entered in the SEC Case
Without admitting or denying the allegations made by the Securities and Exchange Commission (the “SEC”) in its amended complaint as filed in Securities and Exchange Commission v. Harmel S. Rayat, RenovaCare, Inc., Jatinder Bhogal, Jeetenderjit Singh Sidhu, and Sharon Fleming, No. 1:21-cv-04777 (S.D.N.Y.) (the “SEC Case”), Mr. Rayat consented to the entry of a final judgment by the U.S. District Court permanently enjoining him from violating Section 17(a) of the Securities Act of 1933 (“Securities Act”) and Sections 10(b) and 20(b) of the Securities Exchange Act of 1934 (“Exchange Act”), and Rule 10b-5 thereunder; prohibiting him from acting as an officer or director of a public company; barring him from participating in the offering of any penny stock; and ordering him to pay disgorgement of $1,270,352, prejudgment interest of $207,656, and a civil penalty of $1,270,352.
Similarly, Mr. Jatinder Bhogal, a former director and officer of, and currently a consultant providing non-executive services to the Company, without admitting or denying the allegations made by the SEC in its amended complaint as filed in the SEC Case, consented to the entry of a final judgment by the US District Court permanently enjoining him from violating Securities Act Section 17(a) and Exchange Act Sections 9(a)(2) and 10(b), and Rule 10b-5 thereunder; prohibiting him from acting as an officer or director of a public company for 10 years; barring him from participating in the offering of any penny stock; and ordering him and 1420527 Alberta Ltd. to pay, jointly and severally, disgorgement of $1,136,182 and prejudgment interest of $194,562; and ordering him to pay a civil penalty of $669,687.
The Company was not a party to, or defendant in, the SEC Case. The foregoing summary of the judgements entered in the SEC Case is based upon the Company’s review and understanding of the SEC Litigation Release No. 25945 / February 27, 2024Securities and Exchange Commission v. Harmel S. Rayat, RenovaCare, Inc., Jatinder Bhogal, Jeetenderjit Singh Sidhu, and Sharon Fleming, No. 1:21-cv-04777 (S.D.N.Y.) (the “SEC Litigation Release”), pertaining to Messrs. Rayat and Bhogal and is qualified in its entirety by reference to the SEC Litigation Release. The SEC Litigation Release may be found on the SEC website at: https://www.sec.gov/litigation/litreleases/lr-25945
Section 9
Item 9.01 Financial Statements and Exhibits
Exhibit No. | Description | |
17.1 | Resignation Letter dated February 28, 2024, from Harmel Rayat. | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on March 5, 2024.
SolarWindow Technologies, Inc. | |
By: | /s/ Justin Frere |
Name: | Justin Frere |
Title: | Interim Chief Financial Officer |
Exhibit 17.1
Attn: Board of Directors, SolarWindow Technologies, Inc.
Attn: Mr. Amit Singh, Vice President / Acting Principal Executive Officer
SolarWindow Technologies, Inc.
9375 E. Shea Blvd., Suite 107-B
Scottsdale, AZ 85260
February 28, 2024
Dear Mr. Singh:
I am writing to resign from my positions as Director and Chairman of the Board of SolarWindow Technologies, Inc. (SolarWindow), effective as of February 28, 2024. Please know that my decision to resign from the Company’s Board of Directors and as its Chairman is not the result of any disagreement with the Company’s operations, policies, or procedures.
I want to express my deep appreciation for the opportunity to serve as a Director and Chairman of SolarWindow. It has been an honor and privilege to work alongside talented colleagues and dedicated professionals, and I am proud of the achievements we have accomplished together during my tenure.
I would like to also extend my heartfelt thanks to the Board of Directors, executive team, and all employees for their support, collaboration, and dedication to the Company’s commitment to innovation, productization, and commercialization of its transparent electricity-generating coatings and application methodologies.
Thank you for the opportunity to contribute to the growth and success of SolarWindow and I wish you and the Company continued prosperity and success in the future as you revolutionize the way the earth is powered, along with the other initiatives you are pursuing.
Sincerely,
Harmel S. Rayat
Cover |
Feb. 28, 2024 |
---|---|
Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | Feb. 28, 2024 |
Entity File Number | 333-127953 |
Entity Registrant Name | SolarWindow Technologies, Inc. |
Entity Central Index Key | 0001071840 |
Entity Tax Identification Number | 59-3509694 |
Entity Incorporation, State or Country Code | NV |
Entity Address, Address Line One | 9375 E. Shea Blvd. |
Entity Address, Address Line Two | Suite 107 |
Entity Address, City or Town | Scottsdale |
Entity Address, State or Province | AZ |
Entity Address, Postal Zip Code | 85260 |
City Area Code | (800) |
Local Phone Number | 213-0689 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Entity Emerging Growth Company | false |
1 Year Solarwindow Technologies (PK) Chart |
1 Month Solarwindow Technologies (PK) Chart |
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