WNDW 8-K
SolarWindow Technologies, Inc. (WNDW)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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.
The Board of Directors (the "Board") of SolarWindow Technologies, Inc. (the “Company”) appointed Amit Singh, the Company's President and Chief Executive Officer (“President and CEO”), to the Board of Directors effective August 1, 2025 (the "Effective Date") and subject to execution of the Offer Letter (as defined below).
Prior to his appointment to the Board, Mr. Singh served and will continue to serve as the Company’s President and CEO. Prior to his appointment as the Company's President and CEO, Mr. Singh, Age 45, served as the Company’s Vice President from February 2021 to April 2024, and most recently has been responsible for managing and advancing: the Company’s research and development towards productization; streamlining and aligning intellectual property with business priorities; implementing operating efficiencies to optimize costs; and engagement with research, product development, and manufacturing organizations.
There are no family relationships existing between Mr. Singh and any director or executive officer of the Company. There have been no transactions, and no transactions are currently proposed, in which the Company was or is to be a participant and in which Mr. Singh or any member of his immediate family had or will have any interest, that are required to be disclosed by Item 404(a) of Regulation S-K. In addition, there are no arrangements or understandings between Mr. Singh and any other persons pursuant to which Mr. Singh was appointed to the position as a member of the board. Mr. Singh has provided consulting services through Damaak Group Inc. to the Company and other private and public companies, including RenovaCare, Inc.
Except as specifically set forth in the Director Offer Letter effective August 1, 2025 (the “August 2025 Offer Letter”), relating to his term as a director of the Company, Mr. Singh’s relationship with Company will continue to be governed by the May 14, 2024 Offer letter between the Company and Mr. Singh (the “May 2024 Employment Agreement”). A copy of the May 2024 Employment Agreement can be found at https://www.sec.gov/ix?doc=/Archives/edgar/data/1071840/000117184324002977/f8k_052024.htm
Mr. Singh also continues to be bound to the terms of the Company’s Employee Proprietary Information and Inventions Agreement which was executed as a condition of his appointment and employment as the Company’s President and CEO.
The foregoing description of the August 2025 Offer Letter is qualified in its entirety by reference to the full text of the August 2025 Offer Letter, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Section 9
Item 9.01 Financial Statements and Exhibits
| Exhibit No. | Description | |
| 10.1 | Offer Letter dated Effective as of August 1, 2025 , between SolarWindow Technologies, Inc. and Amit Singh. certain private portions of this Exhibit 10.1 have been omitted. | |
| 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.
| SolarWindow Technologies, Inc. | |||
| By: | /s/ Justin Frere | ||
| Name: | Justin Frere | ||
| Title: | Interim Chief Financial Officer | ||
Exhibit 10.1
Via Email
Email: [email protected]
July 26, 2025
Amit Singh
963 Eames Walk
West Sacramento, California 9569
Re: Directors Offer Letter
Dear Amit:
SolarWindow Technologies, Inc., a Nevada Corporation (the “Company”), is pleased to offer you a position as a member of its Board of Directors (the “Board”). Should you choose to accept this position as a member of the Board this letter agreement (the “Agreement”) shall constitute an agreement between you and the Company and contains all the terms and conditions relating to the services you agree to provide to the Company as a member of the Board (the “Board Services”). The Board Services shall be in addition to, and not in mitigation or in lieu of the services provided by you pursuant to the terms of your employment as the Company’s President and Chief Executive Officer under the terms of that certain Offer Letter Agreement of employment dated May 14, 2024 (the “Employment Agreement”).
1. Term. This Agreement shall become effective, and your term as a member of the Board shall commence, on August 1, 2025 (the “Effective Date”). Your term as a member of the Board shall continue subject to the provisions in Section 3 below or until your successor is duly elected or appointed and qualified. You shall be eligible for re-election each year at the annual meeting of stockholders or by written consent of the stockholders owning a majority of the Company’s issued and outstanding voting securities.
2. Duties. You will render services as a member of the Board in accordance with high professional and ethical standards and in accordance with applicable laws, rules and regulations pertaining to your performance under this Agreement. In addition, you agree to comply with all policies of the Company, including the Company’s policy with respect to insider trading. You will use your reasonable best efforts to attend all meetings of the Board which take place six times per year and that may be called ad hoc from time to time, either in-person, by telephone or means of audio-visual communication. You will serve as a member of the Board, and you may be appointed as a member of one or more Board committees that will be determined by the reconstituted Board at a future date once the full Board is reconstituted. In addition, you will use your reasonable best efforts to attend meetings of these committees as required by its members pursuant to its Charter as may be called from time to time. You will use your best efforts to promote the interests of the Company. The services described in this Section 2 are hereinafter referred to as your “Duties.”
SOLARWINDOW.COM | 9375 E. Shea Blvd ● Suite 107-B ● Scottsdale AZ 85260
3. Termination and Resignation.
3.1 Your membership on the Board may be terminated as provided in the Company’s organizational documents, pursuant to applicable law, including but not limited to your removal by the Company’s shareholders, or by the Board for cause as set forth in Section 3.2. You may also terminate your membership on the Board for any or no reason by delivering written notice of your resignation to the Chief Executive Officer of the Company (“Resignation”). Such Resignation shall be effective on the later of the date of its delivery or the date specified in the Resignation. Upon the effective date of the termination or Resignation, your right to compensation under this Agreement will terminate, subject to the Company’s obligations to pay you any compensation that you have already earned and to reimburse you for approved expenses already incurred in connection with performing your Duties as of the effective date of such termination or Resignation as well the terms of the Plan and Option Agreement. Should the Employment Agreement be terminated, such termination shall constitute your Resignation under this Section 3.1 unless otherwise agreed in writing between you and the Company.
3.2 The Company may terminate your membership on the Board, if the Board determines that you have:
3.2.1 materially breached any provision hereof or habitually neglected the duties which you were required to perform under any provision of this Agreement;
3.2.2 misappropriated funds or property of the Company or otherwise engaged in acts of dishonesty, fraud, misrepresentation or other acts of moral turpitude, even if not in connection with the performance of your duties hereunder, which could reasonably be expected to result in serious prejudice to the interests of the Company if you were retained as a director;
3.2.3 secured any personal profit not completely disclosed to and approved by the Company in connection with any transaction entered into on behalf of or with the Company or any affiliate of the Company; or
3.2.4 failed to carry out and perform duties assigned to Director in accordance with the terms hereof in a manner acceptable to the Board after a written demand for substantial performance is delivered to Director which identifies the manner in which Director has not substantially performed Director’s duties and provided further that Director shall be given a reasonable opportunity to cure such failure;
For purposes of this Section 3.2 you shall not be terminated for Cause without (i) reasonable notice to you setting forth the reasons for the Company’s intention to Terminate for Cause and a reasonable opportunity to cure such situation (if capable of cure), (ii) an opportunity for you together with counsel, to be heard before the Board, and (iii) delivery to the Director of a notice of termination from the Board of the Company, finding that, in the good faith opinion of the Board, you had engaged in the conduct set forth above and specifying the particulars thereof in detail.
4. Employment Agreement.
4.1 As an employee director you shall receive no additional compensation beyond the compensation set forth in the Employment Agreement, as the same may from time to time be amended or restated.
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4.2 Except as otherwise specifically provided in this Agreement the terms and conditions of your Employment Agreement, as its may from time to time be amended or restated, continue to govern your relationship with the Company.
This Agreement has been executed and delivered by the undersigned and shall be effective as of the Effective Date.
SolarWindow Technologies, Inc.
9375 E. Shea Blvd, Suite 107-B
Scottsdale, AZ 85260
Attention: Amit Singh
Email: [email protected]
| Agreed and Accepted on | July 28 | , 2025 |
Amit Singh
Amit Singh
963 Eames Walk
West Sacramento, California 95691
Email: [email protected]
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