WNDW 8-K
SolarWindow Technologies, Inc. (WNDW)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
Form 8-K
_____________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event Reported): February 24, 2021
SolarWindow Technologies, Inc.
(Exact Name of Registrant as Specified in Charter)
| Nevada | 000-30156 | 59-3509694 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
| 430 Park Avenue, Suite 702, New York, New York 10022 |
| (Address of Principal Executive Offices) (Zip Code) |
(800) 213-0689
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
| 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: | ||
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
Securities registered pursuant to Section 12(b) of the Act: None.
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 7 Regulation FD
Item 7.01. Regulation FD Disclosure.
On February 24, 2021 SolarWindow Technologies, Inc. (the "Company"), developer of transparent coatings for glass or plastics, issued a press release warning to financial predators orchestrating a “short-and-distort” campaign, utilizing innuendos, false conclusions, and mischaracterizations designed to discredit the Company in order to manipulate the share price downwards and profit at the expense of SolarWindow stockholders.
Except for the historical information presented in this document, the matters discussed in this Report, or otherwise incorporated by reference into this document, contain “forward-looking statements” (as such term is defined in the Private Securities Litigation Reform Act of 1995). These statements are identified by the use of forward-looking terminology such as “believes,” “plans,” “intend,” ”scheduled,” “potential,” “continue,” “estimates,” “hopes,” “goal,” “objective,” “expects,” “may,” “will,” “should” or “anticipates” or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy that involve risks and uncertainties. The safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, apply to forward-looking statements made by the Registrant. The reader is cautioned that no statements contained in this Report should be construed as a guarantee or assurance of future performance or results. These forward-looking statements involve risks and uncertainties, including those identified within this Report. The actual results that the Registrant achieves may differ materially from any forward-looking statements due to such risks and uncertainties. These forward-looking statements are based on current expectations, and the Registrant assumes no obligation to update this information. Readers are urged to carefully review and consider the various disclosures made by the Registrant in this Report and in the Registrant’s other reports filed with the Securities and Exchange Commission that attempt to advise interested parties of the risks and factors that may affect the Registrant’s business.
The information presented in Item 7.01 of this Current Report and Exhibit 99.1 to this Current Report shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or specifically incorporates it by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act.
Section 9 Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press release dated February 24, 2021 titled “SolarWindow Responds to Short-and-distort Campaign: We will not be bullied. We will protect our stockholders.” |
SIGNATURE
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.
| SolarWindow Technologies, Inc. | ||
| Date: March 2, 2021 | By: | /s/ Jatinder S. Bhogal |
| Jatinder S. Bhogal | ||
| President and Chief Executive Officer | ||
EXHIBIT 99.1
SolarWindow Responds to Short-And-Distort Campaign: “We Will Not be Bullied. We Will Protect Our Stockholders.”
NEW YORK and SEOUL, South Korea, Feb. 24, 2021 (GLOBE NEWSWIRE) -- SolarWindow Technologies, Inc. (Symbol: WNDW), today issued a stern warning to financial predators orchestrating a “short-and-distort” campaign, utilizing innuendos, false conclusions, and mischaracterizations designed to discredit the Company in order to manipulate the share price downwards and profit at the expense of SolarWindow stockholders.
| “We will protect our stockholders, and will not be bullied from our mission to create and commercialize transparent electricity-generating glass and plastics for commercial building windows, greenhouses, automotive applications, and more,” stated Mr. Jay S. Bhogal, President and CEO of SolarWindow. “Nearly every major scientific or technology breakthrough is first ridiculed by those ignorant of its potential, then subverted by those threatened by its disruptive implications, and finally revealed as self-evident. Our innovative technology is no different.” The Company’s coatings and technologies can be applied to generate electricity on building windows and facades, balcony railings, curtain walls, skylights, and shading systems, as well as automotive, truck, marine and aircraft applications, and consumer products and military uses. SolarWindow technologies, coatings, and applications processes are the subject of numerous patent awards with nearly 120 patent claims protected in the United States, Europe, China, and elsewhere. More than 200 additional patent claims are in-process in countries around the world. In recent weeks, the SolarWindow Innovation Group has outpaced its development milestones and continues to deliver on its mandate to boost power output, cut costs, and optimize SolarWindow products for mass manufacturing using roll-to-roll production. Among other breakthroughs, engineers and scientists in the SolarWindow Innovation Group recently reported an impressive 500% increase in testing speed, 12-fold increase in testing capacity and output, and 20-times reduction in material costs for rapid lab-scale prototyping of SolarWindow electricity-generating glass and plastics. |
 |
It is common for predatory short-sellers to ignore such tangible progress, and instead disparage the good reputation of companies by spreading rumors suggesting impropriety with business affiliates, partners and collaborators, thereby profiting at the expense of Company stockholders and other stakeholders.
SolarWindow is committed to shielding its stockholders from financial and reputational harm by predatory short-and-distort campaigns, and further protect its management, financing activities, commercial partnerships, and business development efforts currently underway.
All SolarWindow stakeholders, whether they be holders of our common stock, our suppliers or potential customers and collaborative partners, are advised to review information publicly available in the Company’s filings, press releases and published on its website.
About SolarWindow
Technologies, Inc.
SolarWindow Technologies, Inc. (Symbol: WNDW; www.solarwindow.com)
is a developer of transparent LiquidElectricity™ coatings that generate electricity
when deposited onto glass or plastic. When applied to otherwise ordinary glass, for example,
these coatings generate electricity, producing power under natural, artificial, low,
shaded, and reflected light conditions.
The subject of over 90 granted and in-process trademark and patent filings, SolarWindow coatings and technologies can be applied to generate electricity on building facades, balcony railings, curtain walls, skylights, and shading systems, as well as automotive, truck, marine and aircraft applications, and consumer products and military uses.
SolarWindow operations include: Cooperative Research and Development Agreements with the U.S. Department of Energy’s National Renewable Energy Laboratories in the United States; and, executive management and operations primarily supported by contract partners and service providers, suppliers, and part-time and full-time contract staff, and Advisors in the United States, Canada, and South Korea.
For additional information, please call Amit Singh at 1-800-213-0689 or visit: www.solarwindow.com.
To receive future press releases via email, please visit: http://solarwindow.com/join-our-email-list/.
Follow us on Twitter @solartechwindow, or follow us on Facebook.
To
view the full HTML text of this release, please visit:
http://solarwindow.com/media/news-events/.
Social Media Disclaimer and Forward-Looking Statements
SolarWindow investors and others should note that we announce material information to the public about the Company through a variety of means, including our website (https://www.solarwindow.com/investors), through press releases, SEC filings, public conference calls, via our corporate Twitter account (@solartechwindow), Facebook page (https://www.facebook.com/SolarWindowTechnologies) and LinkedIn page (https://www.linkedin.com/company/solar-window-technology/) in order to achieve broad, non-exclusionary distribution of information to the public and to comply with our disclosure obligations under Regulation FD. We encourage our investors and others to monitor and review the information we make public in these locations as such information could be deemed to be material information. Please note that this list may be updated from time to time.
No statement herein should be considered an offer or a solicitation of an offer for the purchase or sale of any securities. This release contains forward-looking statements that are based upon current expectations or beliefs, as well as a number of assumptions about future events. Although SolarWindow Technologies, Inc. (the “company” or “SolarWindow Technologies”) believes that the expectations reflected in the forward-looking statements and the assumptions upon which they are based are reasonable, it can give no assurance that such expectations and assumptions will prove to have been correct. Forward-looking statements, which involve assumptions and describe our future plans, strategies, and expectations, are generally identifiable by use of the words “may,” “will,” “should,” “could,” “expect,” “anticipate,” “estimate,” “believe,” “our goals,” “our mission,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. The reader is cautioned not to put undue reliance on these forward-looking statements, as these statements are subject to numerous factors and uncertainties, including but not limited to adverse economic conditions, intense competition, lack of meaningful research results, entry of new competitors and products, adverse federal, state and local government regulation, inadequate capital, unexpected costs and operating deficits, increases in general and administrative costs, termination of contracts or agreements, technological obsolescence of the company’s products, technical problems with the company’s research and products, price increases for supplies and components, litigation and administrative proceedings involving the company, the possible acquisition of new businesses or technologies that result in operating losses or that do not perform as anticipated, unanticipated losses, the possible fluctuation and volatility of the company’s operating results, financial condition and stock price, losses incurred in litigating and settling cases, dilution in the company’s ownership of its business, adverse publicity and news coverage, inability to carry out research, development and commercialization plans, loss or retirement of key executives and research scientists, changes in interest rates, inflationary factors, and other specific risks. There can be no assurance that further research and development will validate and support the results of our preliminary research and studies. Further, there can be no assurance that the necessary regulatory approvals will be obtained or that SolarWindow Technologies, Inc. will be able to develop commercially viable products on the basis of its technologies. In addition, other factors that could cause actual results to differ materially are discussed in the company’s most recent Form 10-Q and Form 10-K filings with the Securities and Exchange Commission. These reports and filings may be inspected and copied at the Public Reference Room maintained by the U.S. Securities & Exchange Commission at 100 F Street, N.E., Washington, D.C. 20549. You can obtain information about operation of the Public Reference Room by calling the U.S. Securities & Exchange Commission at 1-800-SEC-0330. The U.S. Securities & Exchange Commission also maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the U.S. Securities & Exchange Commission at http://www.sec.gov. The company undertakes no obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect the events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/2723ea0c-e158-4380-9cd2-df2c33e60f2f
The photo is also available at Newscom, www.newscom.com, and via AP PhotoExpress.