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 Actof 1934
Date of Report (Date of earliest event Reported): January 29, 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 7 - Regulation FD
Item 7.01. Regulation FD Disclosure
On February 1, 2021 SolarWindow Technologies, Inc. (the "Company") Director Mr. John Rhee delivered the keynote address at the Dartmouth College Tuck School of Business Private Equity and Venture Capital Conference Capital Markets’ Seventeenth Annual Investor Conference (the “Tuck Presentation”).
By furnishing this Current Report on Form 8-K (the “CurrentReport”) and furnishing the information contained herein, the Company makes no admission as to the materiality of any information in this report that is required to be disclosed solely by reason of Regulation FD.
The information contained in the Tuck Presentation is summary information that is intended to be considered in the context of the Company's Securities and Exchange Commission (“SEC”) filings and other public announcements that the Company may make, by press release or otherwise, from time to time. The Company undertakes no duty or obligation to publicly update or revise the information contained in this report, although it may do so from time to time as its management believes is warranted. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure.
The press release announcing the Tuck Presentation and the presentation utilized (the “Presentation”) are attached as, respectively, Exhibits 99.1 and 99.2to this Current Report.
The information presented in Item 7.01 of this Current Report and Exhibits 99.1 and 99.2 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
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 February 4, 2021.
RenovaCare, Inc.
By: /s/ Jatinder S. Bhogal
Jatinder S. Bhogal
Exhibit 99.1
SolarWindow Director John Rhee to Deliver Keynote Address at DartmouthCollege Tuck School of Business Private Equity and Venture Capital Conference
New York, New York; Seoul, South Korea - January 29, 2021 – SolarWindow Technologies, Inc. (Symbol: WNDW), developer of transparent electricity-generating coatings for glass and plastics, is pleased to announce that SolarWindow Director Mr. John Rhee is presenting a keynote address on innovation, renewable energy, and the role SolarWindow can play in climate tech and sustainability in the capital markets.
Mr. Rhee will deliver the keynote address at the Dartmouth College
Tuck School of Business Private Equity and Venture Capital Conference Panel on Climate Tech and Sustainability, on Monday, February 1, 2021 at 6pm eastern time.
“I look forward to presenting and engaging with the audience at Tuck’s PE and VC Conference, sharing how SolarWindow innovations can become a sustainable energy solution to a rising demand for electricity.
“SolarWindow has developed LiquidElectricity™ coatings, a next generation renewable energy source which can be applied to glass and plastics to create electricity-generating skyscraper windows, automotive sunroofs, aerospace applications, agrivoltaics, and more,” stated Mr. John Rhee, Director of SolarWindow Technologies, Inc.
Interested analysts, investors, and media representatives are invited to register to participate in the five-day event. Once registered, you will receive a link as well as instructions detailing options to join the meeting.
Link to Register: https://www.tuckpevcconference.com/
In addition to serving as Director, Mr. John Rhee heads the executive leadership of SolarWindow Asia. He is a Founding Partner of a successful social impact investment company, serves on the Investment Committee of the Barbara Bush Foundation, and held the position of Chief Financial Officer of the Nobel Sustainability Trust.
Previously, Mr. Rhee was Executive Director at the SoftBank Alternative Investment and Venture Fund, and today is a global leader in sustainability with a long history of philanthropy.
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.
Exhibit 99.2
February 2021 Mr. John Rhee Tuck PE And VC Conference Climate Tech and Sustainability in VC Presented By: Director SolarWindow Technologies Investment Committee Barbara Bush Foundation Chairman Stratis Impact Former CFO Nobel Sustainability Trust Former Executive Director Softbank Corporate Restructure Alternative Venture Fund
01 02 Liquid / Gas Energy: The Single Greatest Resource to Shape Human Destiny Light 03 Page 2 John Rhee | February 2021 Solid
A Shift to Renewable Energy is Occurring Now Page 3 Renewables will be the Dominant Source of Energy by 2040 Accounting for 67% of Global Electricity Generation “Solar and Wind Capacity will Overtake both Gas and Coal Globally by 2024” - International Energy Agency (Nov 2020) “Solar is Now the Cheapest Form of Electricity for Utility Companies to Build” - International Energy Agency (Oct 2020) “Global investors managing nearly $7 trillion (AUM) plan to almost double their spending on renewable energy infrastructure over the next five years.” - IEA Renewable Energy Market Update (Outlook for 2020 and 2021) Electricity Generation by Source Source: IEA (Tracking Power June 2020 Report) 2019 2040 Fossil Fuels (63%) Other (10%) Renewables (27%) Fossil Fuels (21%) Other (12%) Renewables (67%) John Rhee | February 2021
Next Generation Renewables Paving the Way to a Renewable Future Large scale marine power generators Transparent, ultra - thin, flexible solar solutions Hydrogen fuel cell vehicles Biogas organic matter energy generators Printable and solid - state batteries Page 4 Wind turbines with greater energy efficiency John Rhee | February 2021
The New Age of Solar has Arrived I’d put my money on the sun and solar energy . What a source of power! I hope we don’t have to wait until oil and coal run out before we tackle that . - Thomas A . Edison, 1931 Page 5 John Rhee | February 2021
The Sun Provides Sunlight penetrates clouds, atmosphere, rain, pollution and other elements to provide us energy. At ground level, earth receives 1,000 watts per meter square from the sun. Our Most Sustainable Energy Source Page 6 John Rhee | February 2021
Reliable and Efficient The sun will most certainly rise tomorrow, and our talent is harnessing its enormous power. SOLAR ENERGY Page 7 John Rhee | February 2021 “That free fusion reactor in the sky conveniently converts ~ 4 million tons of mass into energy every second . We just need to catch an extremely tiny amount of it to power all of civilization . ” - Elon Musk, Oct . 2020
TRANSPARENT Generate power from natural sunlight, shaded conditions, and artificial lighting PERFORMANCE ULTRA THIN Generate electricity on transparent glass, plastic surfaces, and flexible substrates Only 1/100th the thickness of a human hair Engineered for fast throughput manufacturing Electricity Generating Coatings Case In Point: LiquidElectricity™ Page 8 John Rhee | February 2021
LiquidElectricity™ Changes the Way We Live Transform Ordinary Surfaces into Electricity Generating Products Solar currently supplies 3% of the country’s electricity. It is expected to reach 20% by 2030 . By 2030, the sector would employ 600,000 people and add $345 billion to the national economy while offsetting carbon emissions by 35%. - Forbes Magazine, Nov. 2020 Good for the Environment Earth Abundant Raw Organic & Inorganic Materials; Lowest CO ₂ Footprint of All Solar Energy Transparent, Non - Intrusive Ultra - thin; Ultra - lightweight; Transparent; Electricity - Generating Coatings Ease of Manufacturing Low - Cost Materials; Solution Processable; Roll - To - Roll and Sheet - To - Sheet; High Throughput Manufacturing Wide Ranging Utility Generates Power from Sunlight, Shaded Low - light, and Artificial Lighting; Apply to Glass, Flexible Plastics, & Films SolarWindow coatings offer the highest power - to - weight ratio for Solar Energy solutions Page 9 John Rhee | February 2021
SolarWindow: Beyond the Rooftop with LiquidElectricity™ Conventional Solar = Limited Applications TRANSPORTATION Cars & Trucks Buses & Transit Aerospace BUILDINGS Windows Facades Spandrels AGRICULTURE Glass Plastics Metals ULTRA LIGHTWEIGHT LOW COST ATTRACTIVE LiquidElectricity™ Starts Where Solar Ends SolarWindow Products = Unlimited Applications Rooftop Installations Ground Installations Requires Large Dedicated Footprint Powering a Brand - New and third Generation of Self - Charging Products Page 10 John Rhee | February 2021
ACTUAL VIEW THROUGH SOLARWINDOW Page 11 John Rhee | February 2021
THE TIME IS NOW Electrification of Industries is Driving the Shift to Renewables Major Industries Shifting to Renewables (Revenue 2019) Flat - Glass Aerospace Passenger Vehicles Commercial Vehicles Marine Recreational Vehicles 115,800 B 27,342 B 2,211 B 79 B 43 B 42 B $ $ $ $ $ $ Page 12 John Rhee | February 2021
The Profit of Progress 2018 Solar Industry Market : $52.5 Billion 2026 Solar Industry Market: $223.3 Billion When there’s a huge solar energy spill, it’s just called a “nice day”. SOLAR ENERGY Source: https:// www.alliedmarketresearch.com /solar - energy - market Page 13 John Rhee | February 2021
The pace of innovation is incredible and increasing exponentially Moore’s Law : The number of transistors on microchips doubles every two years Source: Pasika / Getty Images Page 14 John Rhee | February 2021
Page 15 Best Times in Human History are Before Us Economic stability and prosperity Access to information and democratization of knowledge Advancements of language and communication Quality of life, health, and happiness Embrace change and be hopeful John Rhee | February 2021