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): March 1, 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)
| 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
| 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 and Appointment of Certain Officers.
The Board of Directors (the “Board”) of SolarWindow Technologies, Inc. (the “Company”), effective as of March 1, 2021, in light of the Company’s increasing activity in Asia, and in Korea specifically, (i) accepted Mr. Jatinder S. Bhogal’s resignation as the Company’s President and (ii) appointed Mr. John Rhee as the Company’s President, Mr. Bhogal will continue to serve as the Company’s Chairman of the Board and Chief Executive Officer.
Mr. Rhee also will continue to serve as President of SolarWindow Asia Co., Ltd, an indirect wholly-owned subsidiary of the Company, and as a member of the Board.
The Board also approved an increase in the fee paid to Mr. Rhee from $10,000 per month to $22,000 per month (the “Monthly Fee”). Mr. Rhee’s relationship with the Company is governed by an Executive Services Consulting Agreement dated August 31, 2020 (the “ESCA”). The ESCA has been amended by an Amendment date March 1, 2021 (the “ESCA Amendment”) to provide for the increase in the Monthly Fee and description of Mr. Rhee’s additional duties as President of the Company. Except as so amended by the ESCA Amendment the terms, provisions and conditions of the ESCA remain in full force and effect.
The foregoing description, of the ESCA Amendment, does not purport to be complete and is qualified in its entirety by reference to the complete text of the ESCA Amendment, a copy of which is filed as Exhibit 10.1 to this Report on Form 8-K, and such Exhibit is incorporated herein by reference.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
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 on March 5, 2021.
SolarWindow Technologies, Inc.
By: /s/ Jatinder S. Bhogal
Jatinder S. Bhogal
President and Chief Executive Officer
Exhibit 10.1
Amendment No. 1 dated March 1, 2021 (this “Amendment”) to the EXECUTIVE SERVICES CONSULTING AGREEMENT (the “ESCA”), dated as of August 31, 2020, is entered into between SolarWindow Technologies, Inc., a Nevada corporation (the “Company”) and John Rhee, an individual residing in the Republic of Korea (“Consultant”). The Company and Consultant are sometimes collectively referred to as the “Parties” and individually as a “Party.”
WHEREAS, Consultant is currently serving as a member of the Company's Board of
Directors (the “BOD”), a member of the Board of Directors and as the President of the Company’s indirect wholly-owned subsidiary SolarWindow Asia Ltd.;
WHEREAS, the BOD appointed Consultant to the office of President of the Company effective March 1, 2021; and
WHEREAS, the Parties deem it to be in their respective best interest to amend the ESCA on the terms and conditions set forth in this Amendment.
NOW, THEREFORE, in consideration of the mutual promises, covenants and undertakings contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. This Amendment shall be effective March 1, 2021, 12 a.m. Eastern Standard Time (the “Amendment Effective Date).
2. Section 1.2 of the ESCA is hereby deleted and following substituted in lieu thereof:
“1.2 Engagement. The Consultant, is hereby engaged to perform the services as more fully set forth in the Services Rider to this Agreement attached hereto as Exhibit 1.1 (the "Services Rider") and made a part hereof (collectively, the “Services”). Consultant shall report to, and be directed by, the Company's Chief Executive Officer (the “CEO”), the BOD or such other person(s) as the CEO or the BOD may designate from time to time (the “Supervising Person”).”
3. Exhibit 1.1 to the ESCA is hereby amended by adding the following clause (g) after clause (f) in Section 1 thereof:
“In addition to the foregoing, Consultant shall also serve as the Company’s President, reporting to those persons described in Section 1.2 of the Consulting Agreement, and having the duties and responsibilities typically associated with such office, including without limitation:
- Guiding and leading managers;
- Implementing the company strategy;
- Providing recommendations to the BOD;
- Reporting feedback to the board of directors;
- Assisting with budgeting and finances;
- Overseeing the effective implementation of the Company policies;
- Executing on mergers, joint ventures and other strategic transactions.”
4. Exhibit 4.1 to the ESCA is hereby amended by deleting the reference to “US$10,000” in Section 1 thereof and substituting “US$22,000” in lieu thereof.
5. Except as specifically amended by this Amendment, the terms, conditions and provisions of the ESCA remain in full force and effect.
IN WITNESS WHEREOF, the Parties have duly approved, executed and delivered this Agreement as of the Amendment Effective Date.
THE COMPANY:
SolarWindow Technologies, Inc.
By: /s/ Jatinder S. Bhogal
Name: Jatinder S. Bhogal
Title: Chief Executive Officer
CONSULTANT:
__________________________________
John Rhee