SolarWindow Technologies, Inc 10-Q for FY2023 Q1
SolarWindow Technologies, Inc. (WNDW)
About this 10-Q
SolarWindow Technologies, Inc filed this 10-Q on October 10, 2023, covering the quarter ended November 30, 2022 (FY2023 Q1).
Headline figures
Quarter ended November 30, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net loss
- $726.16K
- compared with a net loss of $1.33M a year earlier
- Diluted EPS
- -$0.01
- compared with -$0.02 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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SOLARWINDOW TECHNOLOGIES, INC.
FORM 10-Q
For the Quarterly Period Ended November 30, 2022
Table of Contents
PART I — FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
| SOLARWINDOW TECHNOLOGIES, INC. | ||||||||
| CONSOLIDATED BALANCE SHEETS | ||||||||
| November 30, | August 31, | |||||||
| 2022 | 2022 | |||||||
| ASSETS | (Unaudited) | |||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Deferred research and development costs | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| Property and Equipment, net of accumulated depreciation of $ | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Related party payables | ||||||||
| Total current liabilities | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies | ||||||||
| Stockholders' equity | ||||||||
| Preferred stock: $ par value; shares authorized, shares issued and outstanding | ||||||||
| Common stock: $ par value; shares authorized, shares issued and outstanding at November 30, 2022 and August 31, 2022 | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated other comprehensive income (loss) | ( | ) | ( | ) | ||||
| Retained deficit | ( | ) | ( | ) | ||||
| Total stockholders' equity | ||||||||
| Total liabilities and stockholders' equity | $ | $ | ||||||
(The accompanying notes are an integral part of these consolidated financial statements)
| 1 |
| SOLARWINDOW TECHNOLOGIES, INC. | ||||||||
| CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPRENENSIVE LOSS (UNAUDITED) | ||||||||
| Three Months Ended November 30, | ||||||||
| 2022 | 2021 | |||||||
| Revenue | $ | $ | ||||||
| Operating expenses | ||||||||
| Selling, general and administrative | ||||||||
| Research and development | ||||||||
| Total operating expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other income (expense) | ||||||||
| Interest income | ||||||||
| Other income | ||||||||
| Total other income (expense) | ||||||||
| Net loss | ( | ) | ( | ) | ||||
| Other comprehensive income (loss) | ||||||||
| Foreign currency translation gain/(loss) | ( | ) | ( | ) | ||||
| Comprehensive income (loss) | $ | ( | ) | $ | ( | ) | ||
| Basic and Diluted Loss per Common Share | $ | ) | $ | ) | ||||
| Weighted average number of common shares outstanding - basic and diluted | ||||||||
(The accompanying notes are an integral part of these consolidated financial statements)
| 2 |
| SOLARWINDOW TECHNOLOGIES, INC. | ||||||||||||||||||||||||
| CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED) | ||||||||||||||||||||||||
| Common Stock | ||||||||||||||||||||||||
| FOR THE THREE MONTHS ENDED NOVEMBER 30, 2022 | Shares | Amount | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Retained Deficit | Total Stockholders' Equity | ||||||||||||||||||
| Balance, August 31, 2022 | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||
| Stock based compensation due to common stock purchase options | - | |||||||||||||||||||||||
| Foreign currency translation adjustments | - | ( | ) | ( | ) | |||||||||||||||||||
| Net loss for the three months ended November 30, 2022 | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance, November 30, 2022 | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||
| FOR THE THREE MONTHS ENDED NOVEMBER 30, 2021 | ||||||||||||||||||||||||
| Balance, August 31, 2021 | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||
| Stock based compensation due to common stock purchase options | - | |||||||||||||||||||||||
| Foreign currency translation adjustments | - | ( | ) | ( | ) | |||||||||||||||||||
| Net loss for the three months ended November 30, 2021 | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance, November 30, 2021 | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||
(The accompanying notes are an integral part of these consolidated financial statements)
| 3 |
| SOLARWINDOW TECHNOLOGIES, INC. | ||||||||
| CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) | ||||||||
| Three Months Ended November 30, | ||||||||
| 2022 | 2021 | |||||||
| Cash flows from operating activities | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Depreciation | ||||||||
| Stock based compensation expense | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Deferred research and development costs | ( | ) | ( | ) | ||||
| Prepaid expenses and other assets | ||||||||
| Accounts payable and accrued expenses | ||||||||
| Related party payable | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities | ||||||||
| Redemption of short-term investments | ||||||||
| Capital expenditures | ( | ) | ||||||
| Net cash provided by investing activities | ||||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | ) | ( | ) | ||||
| Net increase (decrease) in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents at beginning of period | ||||||||
| Cash and cash equivalents at end of period | $ | $ | ||||||
(The accompanying notes are an integral part of these consolidated financial statements)
| 4 |
SOLARWINDOW TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 – Organization
Organization
SolarWindow Technologies, Inc. was incorporated in the State of Nevada on May 5, 1998 (“SWT” and together with its controlled subsidiary companies, collectively, the “Company”). SolarWindow® technology harvests light energy from the sun and from artificial light sources using a transparent and ultra-lightweight coating of organic photovoltaic (“OPV”) solar cells applied to glass and plastics, thereby generating electricity. The Company’s ticker symbol is WNDW.
Liquidity and Management’s Plan
The Company has not generated any revenue since inception and has sustained
recurring losses and negative cash flows from operations since inception. We expect to incur losses as we continue to develop and further
refine and promote our technologies and potential product applications. As of November 30, 2022, the Company had $
NOTE 2 – Interim Statement Presentation
Basis of Presentation and Use of Estimates
The accompanying unaudited interim consolidated financial statements of SolarWindow Technologies, Inc. and its controlled subsidiary companies (collectively, the “Company”) as of November 30, 2022, and for the three months ended November 30, 2022 and 2021 have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for quarterly reports on Form 10-Q and do not include all of the information and note disclosures required by U.S. generally accepted accounting principles (“U.S. GAAP”) for complete financial statements. These Consolidated Financial Statements should therefore be read in conjunction with the Consolidated Financial Statements and Notes thereto for the fiscal year ended August 31, 2022 included in our Annual Report on Form 10-K filed with the SEC on August 30, 2023.
The accompanying unaudited interim Consolidated Financial Statements have been prepared in accordance with U.S. GAAP, which requires management to make estimates and assumptions that affect amounts reported in the Consolidated Financial Statements and accompanying disclosures. Actual results may differ from those estimates. The accompanying unaudited interim consolidated financial statements have been prepared on the same basis as the audited financial statements and include all adjustments (including normal recurring adjustments) that are, in the opinion of management, necessary for a fair presentation of the Company’s consolidated financial position as of November 30, 2022, results of operations, stockholders’ equity and cash flows for the three months ended November 30, 2022 and 2021. The Company did not record an income tax provision during the periods presented due to net taxable losses. The results of operations for any interim period are not necessarily indicative of the results of operations for the entire year.
The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the accounting period. The Company considers its accounting policies relating to stock-based compensation to be the most significant accounting policy that involves management estimates and judgments. The Company has made accounting estimates based on the facts and circumstances available as of the reporting date. Actual amounts could differ from these estimates, and such differences could be material.
| 5 |
These consolidated financial statements presented are those of SolarWindow Technologies, Inc. and its wholly owned subsidiaries, SolarWindow Asia (USA) Corp., and SolarWindow Asia Co. Ltd. (the “Korean Subsidiary”). All significant intercompany balances and transactions have been eliminated.
Information regarding the Company’s significant accounting policies is contained in Note 2, “Summary of significant accounting policies,” to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended August 31, 2022. Presented below and in the following notes is supplemental information that should be read in conjunction with “Notes to Financial Statements” in the Annual Report.
Fiscal quarter
The Company’s quarterly periods end on November 30, February 28, May 31, and August 31. The Company’s first quarter in fiscal 2023 and 2022 ended on November 30, 2022 and 2021, respectively.
Cash and Highly Liquid Investments
Cash includes cash on hand and highly liquid investments with original
maturities of three months or less from the date of purchase. The Company had $
Accounting Pronouncements
The Company reviews new accounting standards as issued. Although some of these accounting standards issued or effective after the end of the Company’s previous fiscal year may be applicable, the Company has not identified any standards that the Company believes merit further discussion.
Recent accounting pronouncements not yet adopted
None.
Recently adopted accounting pronouncements
None.
The computation of basic earnings per share (“EPS”) is based on the weighted average number of shares that were outstanding during the period, including shares of common stock that are issuable at the end of the reporting period. The computation of diluted EPS is based on the number of basic weighted-average shares outstanding plus the number of common shares that would be issued assuming the exercise of all potentially dilutive common shares outstanding using the treasury stock method. The computation of diluted net income per share does not assume conversion, exercise or contingent issuance of securities that would have an antidilutive effect on earnings per share. Therefore, when calculating EPS if the Company experienced a loss, there is no inclusion of dilutive securities as their inclusion in the EPS calculation is antidilutive. Furthermore, options and warrants will have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price of the options or warrants (they are in the money).
| 6 |
Following is the computation of basic and diluted net loss per share for the three months ended November 30, 2022 and 2021:
| Schedule of earning per shares | ||||||||
| Three Months Ended November 30, | ||||||||
| 2022 | 2021 | |||||||
| Basic and diluted EPS Computation | ||||||||
| Numerator: | ||||||||
| Loss available to common stockholders' | $ | ( | ) | $ | ( | ) | ||
| Denominator: | ||||||||
| Weighted average number of common shares outstanding | ||||||||
| Basic and diluted EPS Computation | $ | ) | $ | ) | ||||
| The shares listed below were not included in the computation of diluted losses per share because to do so would be antidilutive for the periods presented: | ||||||||
| Stock options | ||||||||
| Warrants | ||||||||
| Total shares not included in the computation of diluted loss per share | ||||||||
NOTE 4 – Property and Equipment
Property and equipment consists of the following:
| Schedule of property and equipment | ||||||||
| November 30, | August 31, | |||||||
| 2022 | 2022 | |||||||
| Computers, office equipment and software | $ | $ | ||||||
| Equipment | ||||||||
| In-process equipment | ||||||||
| Total property and equipment | ||||||||
| Accumulated depreciation | ( | ) | ( | ) | ||||
| Property and equipment, net | $ | $ | ||||||
During the three months ended November 30, 2022 and 2021, the Company recognized
straight-line depreciation expense of $
During the year ended August 31, 2019, the Company made deposits for in-process
equipment totaling $
NOTE 5 – Common Stock and Warrants
Common Stock
At November 30, 2022, the Company had authorized shares of common stock with a par value of $ per share, and shares of common stock outstanding.
Warrants
Each of the Company’s warrants outstanding entitles the holder to purchase one share of the Company’s common stock for each warrant share held. Other than the Series P Warrants, all of the following warrants may be exercised on a cashless basis. A summary of the Company’s warrants outstanding and exercisable as of November 30, 2022 and August 31, 2022 is as follows:
| 7 |
| Schedule of warrants | ||||||||||||||||
| Shares of Common Stock Issuable from Warrants Outstanding as of | ||||||||||||||||
| November 30, | August 31, | Weighted Average | Date of | |||||||||||||
| Description | 2022 | 2022 | Exercise Price | Issuance | Expiration | |||||||||||
| Series M | $ | |||||||||||||||
| Series N | $ | |||||||||||||||
| Series P | $ | |||||||||||||||
| Series R | $ | |||||||||||||||
| Series S-A | $ | |||||||||||||||
| Series S | $ | |||||||||||||||
| Series T | $ | |||||||||||||||
| Total | ||||||||||||||||
During the three months ended November 30, 2022, Series S Warrants for
the purchase of
The Company measures share-based compensation cost on the grant date, based on the fair value of the award, and recognizes the expense on a straight-line basis over the requisite service period for awards expected to vest. The Company estimated the grant date fair value of stock options using a Black-Scholes valuation model using the following weighted-average assumptions:
| Schedule of weighted average assumptions | ||||||||
| Three Months Ended November 30, | ||||||||
| 2022 | 2021 | |||||||
| Expected dividend yield | ||||||||
| Expected stock price volatility | - | % | ||||||
| Risk-free interest rate | - | % | ||||||
| Expected term (in years)(simplified method) | - | |||||||
| Exercise price | $ | |||||||
| Weighted-average grant date fair-value | $ | |||||||
A summary of the Company’s stock option activity for the three months ended November 30, 2022 and related information follows:
| Schedule of stock option activity | ||||||||||||||||
| Number of Shares Subject to Option Grants | Weighted Average Exercise Price ($) | Weighted Average Remaining Contractual Term (years) | Aggregate Intrinsic Value ($) | |||||||||||||
| Outstanding at August 31, 2022 | ||||||||||||||||
| Forfeitures and cancellations | ( | ) | ||||||||||||||
| Outstanding at November 30, 2022 | ||||||||||||||||
| Exercisable at November 30, 2022 | ||||||||||||||||
The aggregate intrinsic value in the table above represents the total pretax
intrinsic value for all “in-the-money” options (i.e. the difference between the Company’s closing stock price on the
last trading day of the period covered by this report and the exercise price, multiplied by the number of shares) that would have been
received by the option holders had all in-the-money option holders exercised their vested options on November 30, 2022. The intrinsic
value of the option changes based upon the fair market value of the Company’s common stock. Since the closing stock price was $
| 8 |
Three Months Ended November 30, 2021
On October 27, 2021, the Company’s Board granted options
to its officers and directors, with an exercise price of $, exercisable on a cashless basis any time prior to the Company’s
listing of any of its securities for trading on a national stock exchange, ten-year term and vesting as to 50% of the options on the six-month
anniversary of the date of grant and as to the remaining 50% of the options on the twelve-month anniversary from the date of grant.
The following table sets forth the share-based compensation cost resulting from stock option grants, including those previously granted and vesting over time, that were recorded in the Company’s Statements of Operations for the three months ended November 30, 2022 and 2021:
| Schedule of share-based compensation | ||||||||
| Three Months Ended November 30, | ||||||||
| Stock compensation expense: | 2022 | 2021 | ||||||
| Selling, general and administrative | $ | $ | ||||||
| Research and development | ||||||||
| Total | $ | $ | ||||||
As of November 30, 2022, the Company had $ of unrecognized compensation cost related to unvested stock options which is expected to be recognized over a period of years.
The following table summarizes information about stock options outstanding and exercisable at November 30, 2022:
| Schedule of stock options outstanding and exercisable | ||||||||||||||||||||||||||
| Stock Options Outstanding | Stock Options Exercisable | |||||||||||||||||||||||||
| Exercise Prices | Number of Shares Subject to Outstanding Options | Weighted Average Contractual Life (years) | Weighted Average Exercise Price ($) | Number of Shares Subject To Options Exercise | Weighted Average Remaining Contractual Life (Years) | Weighted Average Exercise Price ($) | ||||||||||||||||||||
| 2.32 | ||||||||||||||||||||||||||
| 2.60 | ||||||||||||||||||||||||||
| 3.42 | ||||||||||||||||||||||||||
| 3.46 | ||||||||||||||||||||||||||
| 3.54 | ||||||||||||||||||||||||||
| 3.66 | ||||||||||||||||||||||||||
| 4.87 | ||||||||||||||||||||||||||
| 6.00 | ||||||||||||||||||||||||||
| 6.21 | ||||||||||||||||||||||||||
| 8.00 | ||||||||||||||||||||||||||
| Total | ||||||||||||||||||||||||||
NOTE 7 - Transactions with Related Persons
A related party with respect to the Company is generally defined as any person (and, if a natural person, inclusive of his or her immediate family) (i) that holds 10% or more of the Company’s securities, (ii) that is part of the Company’s management, (iii) that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.
| 9 |
On August 7, 2017, the Company appointed Jatinder Bhogal to the Board of
directors. Mr. Bhogal has provided consulting services to the Company through his wholly owned company, Vector Asset Management, Inc.
(“VAMI”). On July 1, 2020 the Company and VAMI entered into an Executive Consulting Agreement (the “ECA”)
pursuant to which Mr. Bhogal served as a director of the Company and as its Chairman and Chief Executive Officer. Effective January 18,
2022, Mr. Bhogal resigned all positions he held in the Company and executed a Separation and Release of Claims Agreement by and among
the Company, VAMI and Mr. Bhogal. Pursuant to the ECA, VAMI received $ per month and was eligible for an annual bonus. VAMI also
incurred expenses on behalf of the Company which are reimbursed according to the Company’s expense reimbursement policy. The Company
recognized cash compensation expense of $
Joseph Sierchio, one of the Company’s directors, has maintained his
role as the Company’s General Counsel since its inception as Principal of the law firm of Sierchio & Partners, LLP, and then
as a Partner with Satterlee Stephens LLP and beginning in August 2020, as Principal of Sierchio Law, LLP pursuant to an engagement letter
which provides for an annual fee of $175,000 in exchange for general counsel services. Mr. Sierchio resigned from the Board effective
October 22, 2018, and was reappointed on October 1, 2020. Fees for legal services billed by Sierchio Law, LLP while serving as a director
totaled $
All related party transactions are recorded at the exchange amount established and agreed to between related parties and are in the normal course of business.
NOTE 8 – Commitments and Contingencies
On June 9, 2022, the Company was served the Notice of Civil Claim dated May 16, 2022 (the “Notice of Claim”), and related Notice of Application (the “Application”) and Order Made After Application (the “Order”) copies of which are referenced in this report as Exhibit 99.0. The Notice of Claim, the Application and Order are collectively referred to herein as the “Complaint.” Please refer to our Form 8-K filed on June 15, 2022 and Exhibit 99.0 hereto.
NOTE 9 – Leases
On February 26, 2021, the Korean Subsidiary entered into an apartment lease
for the purposes of housing foreign personnel.
In September 2020, the Korean Subsidiary entered a lease
for office space.
The Company’s policy is to record all leases with a term of less than one year as an operating lease with rent expensed recorded on a straight-line basis and to not recognize lease assets or lease liabilities.
As of November 30, 2022, the Company has not entered into any leases other than those described above which have not yet commenced and would entitle the Company to significant rights or create additional obligations.
NOTE 10 – Subsequent Events
Management has reviewed material events subsequent of the period ended November 30, 2022 and through the date of filing of financial statements in accordance with FASB ASC 855 “Subsequent Events”. In managements opinion, no material subsequent events have occurred as of the date of this quarterly report.
| 10 |
On December 31, 2022, certain of the Companys outstanding common stock purchase warrants expired unexercised, including Series M warrants, Series N warrants, Series P warrants, Series R warrants, Series S-A warrants, and Series S warrants.
On January 13, 2023, the Board determined that it is in the best interests of the Company to discontinue operations in South Korea and to dissolve the Korean Subsidiary.
On March 17, 2023 the 2006 Long-Term Incentive Plan expired.
| 11 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
This Report on Form 10-Q contains forward-looking statements which involve assumptions and describe our future plans, strategies, and expectations, and are generally identifiable by use of words such as “may,” “will,“ “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project,” or the negative of these words or other variations on these words or comparable terminology. These statements are expressed in good faith and based upon a reasonable basis when made, but there can be no assurance that these expectations will be achieved or accomplished.
Such forward-looking statements include statements regarding, among other things, (a) the potential markets for our technologies, our potential profitability, and cash flows, (b) our growth strategies, (c) expectations from our ongoing research and development activities, (d) anticipated trends in the technology industry, (e) our future financing plans, and (f) our anticipated needs for working capital. This information may involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from the future results, performance, or achievements expressed or implied by any forward-looking statements. These statements may be found under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” as well as in this Form 10-Q generally. Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including, without limitation, the matters described in this Form 10-Q generally. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this filing will in fact occur. In addition to the information expressly required to be included in this filing, we will provide such further material information, if any, as may be necessary to make the required statements, in light of the circumstances under which they are made, not misleading.
Although forward-looking statements in this report reflect the good faith judgment of our management, forward-looking statements are inherently subject to known and unknown risks, business, economic and other risks and uncertainties that may cause actual results to be materially different from those discussed in these forward-looking statements. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. We assume no obligation to update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this report, other than as may be required by applicable law or regulation. Readers are urged to carefully review and consider the various disclosures made by us in our filings with the Securities and Exchange Commission which attempt to advise interested parties of the risks and factors that may affect our business, financial condition, results of operation and cash flows. If one or more of these risks or uncertainties materialize, or if the underlying assumptions prove incorrect our actual results may vary materially from those expected or projected.
Except where the context otherwise requires and for purposes of this Form 10-Q only, the terms “we,” “us,” “our,” “Company” “our Company,” and “SolarWindow” refer to SolarWindow Technologies, Inc., a Nevada corporation.
Overview
We are a developer of transparent electricity-generating coatings, and methods for their application to various materials (collectively, “LiquidElectricity® Coatings”). When applied in ultra-thin layers to rigid glass, and flexible glass and plastic surfaces our LiquidElectricity® Coatings transform otherwise ordinary surfaces into photovoltaic devices capable of generating electricity from natural sun, artificial light, and low, shaded, or reflected light conditions while maintaining transparency.
We have overcome major technical challenges and achieved many important milestones resulting in an expansion of the potential applications of LiquidElectricity® Coatings which span multiple industries, including architectural, automotive, agrivoltaic, aerospace, commercial transportation and marine. Our LiquidElectricity® Coatings are under development with support from commercial contract firms and at the U.S. Department of Energy’s National Renewable Energy Laboratory, through Cooperative Research and Development Agreements.
| 12 |
Research and Related Agreements
We are a party to certain agreements related to the development of our technology.
Stevenson-Wydler Cooperative Research and Development Agreement with the Alliance for Sustainable Energy
On March 18, 2011, we entered into the NREL CRADA with Alliance for Sustainable Energy, the operator of the NREL under its U.S. Department of Energy contract to advance the commercial development of our technology. Under terms of the NREL CRADA, NREL researchers make use of our exclusive intellectual property (“IP”), newly developed IP, and NREL’s background IP in order to work towards specific product development goals, established by the Company. Under the terms of the NREL CRADA, we agreed to reimburse Alliance for Sustainable Energy for filing fees associated with all documented, out-of-pocket costs directly related to patent application preparation and filings, and maintenance of the patent applications.
On March 6, 2013, we entered into Phase II of our NREL CRADA. Under the terms of the agreement, researchers will additionally work towards:
| · | further improving our technology efficiency and transparency; |
| · | optimizing electrical power (current and voltage) output; |
| · | optimizing the application of the active layer coatings and application processes which make it possible for LiquidElectricity® Coatings to generate electricity on glass surfaces; |
| · | developing improved electricity-generating coatings by enhancing performance, processing, reliability, and durability; |
| · | optimizing LiquidElectricity® Coating performance on flexible substrates; and |
| · | developing high speed and large area roll-to-roll (R2R) and sheet-to-sheet (S2S) coating application methods required for commercial-scale building integrated photovoltaic (“BIPV”) products and windows. |
On December 28, 2015, we executed another modification to the NREL CRADA (the “Modification”). Under the Modification, (i) the date of completion was extended to December 2017; and (ii) the Company and the NREL will work jointly towards achieving specific product development goals and objectives for the purpose of preparing to commercialize our OPV-based transparent electricity-generating coatings for various applications, including BIPV, glass and flexible plastics.
Over the course of our collaborative research and development efforts with the NREL under the CRADA, both parties have agreed to modifications to extend the date of completion. The Company and NREL have entered into eleven such No Cost Time Extensions (“NCTE”). Under the terms of each NCTE, all terms and conditions of the NREL CRADA remain in full force and effect without change. The current NCTE was executed on December 6, 2021, and extends the date of completion to December 31, 2024. As of November 30, 2022, the Company had a capitalized asset balance of $159,126 related to deferred research and development costs for advances to Alliance for Sustainable Energy for work to be performed under the NREL CRADA.
| 13 |
Results of Operations
Our quarterly periods end on November 30, February 28, May 31, and August 31. Our operating results for the fiscal quarter ended November 30, 2022 may not be indicative of the results that may be expected for the fiscal year. Our quarterly results of operations have varied in the past and are likely to do so again in the future. As such, we believe that period-to-period comparisons of our results of operations should not be relied upon as an indication of our future performance.
The following table presents the components of our consolidated results of operations for the periods indicated:
| 2022 compared to 2021 | ||||||||||||||||
Three Months Ended November 30, | Increase / | Percentage | ||||||||||||||
| 2022 | 2021 | (Decrease) | Change | |||||||||||||
| Operating expenses: | ||||||||||||||||
| Selling, general & administrative | $ | 464,550 | $ | 730,301 | $ | (265,751 | ) | 36 | % | |||||||
| Research and development | 218,429 | 341,488 | (123,059 | ) | 36 | % | ||||||||||
| Stock compensation | 85,200 | 278,863 | (193,663 | ) | 69 | % | ||||||||||
| Total Operating expense | $ | 768,179 | $ | 1,350,652 | $ | (582,473 | ) | 43 | % | |||||||
Comparison of the three months ended November 30, 2022 to the three months ended November 30, 2021
Selling, General and Administrative
Selling, general and administrative (“SG&A”) costs include all expenditures incurred other than research and development related costs, including costs related to personnel, professional fees, travel and entertainment, public company costs, insurance, and other office related costs. During the three months ended November 30, 2022, compared to the three months ended November 30, 2021, SG&A costs decreased due to the closure of our South Korean office ($63,000), decrease in personnel costs ($188,000), decrease in professional fees ($16,000), offset by net increases in in other administrative costs ($1,000).
Research and Development
Research and Development (“R&D”) costs represent costs incurred to develop our SolarWindow® technology and are incurred pursuant to our research agreements and agreements with other third-party providers and certain internal R&D cost allocations. Payments under these agreements include salaries and benefits for R&D personnel, allocated overhead, contract services and other costs. R&D costs are expensed when incurred, except for non-refundable advance payments for future research and development activities which are capitalized and recognized as expense as the related services are performed. During the three months ended November 30, 2022, compared to the three months ended November 30, 2021, R&D costs decreased primarily as a result of a decrease in personnel ($87,000), and Korea based R&D costs ($44,000), offset by net increases in the CRADA and other costs ($8,000).
Stock Based Compensation
The Company grants stock options to its directors, employees and consultants. Stock compensation represents the expense associated with the amortization of our stock options. Expense associated with equity-based transactions is calculated and expensed in our financial statements as required pursuant to various accounting rules and is non-cash in nature. Stock based compensation expense decreased primarily due to current year expense excluding compensation expense related to the 2,500,000 stock purchase options granted in the fourth quarter of fiscal year ended August 31, 2020, to Mr. John Rhee, former President, CEO and Chairman.
| 14 |
Liquidity and Capital Resources
Our primary cash needs are for personnel, professional and R&D related fees and other administrative costs. Our principal sources of liquidity are cash and short-term investments. As of November 30, 2022, the Company had cash of $7,677,119. We have financed our operations primarily from the sale of equity and debt securities.
The following table presents a summary of our cash flows for the periods indicated:
| Three Months Ended November 30, | 2022 compared | |||||||||||
| 2022 | 2021 | to 2021 | ||||||||||
| Net cash used in operating activities | $ | (469,447 | ) | $ | (725,443 | ) | $ | 255,996 | ||||
| Net cash provided by (used) in investing activities | - | 4,996,858 | (4,996,858 | ) | ||||||||
| Effect of exchange rate changes on cash | (500 | ) | (3,921 | ) | 3,421 | |||||||
| Net increase (decrease) in cash and cash equivalents | $ | (469,947 | ) | $ | 4,267,494 | $ | (4,737,441 | ) | ||||
Operating Activities - Operating activities consist of net loss adjusted for certain non-cash items, including depreciation, stock-based compensation expense, and the effect of changes in working capital. The decrease in cash used in operating activities over the prior period is mainly due to an approximate decrease in cash layouts related to the Korea office ($106,000), US based personnel ($275,000), and professional fees ($16,000), offset by working capital and other general costs ($141,000).
Investing Activities - We have used cash primarily for liquid short-term investments, purchases of furniture, office equipment, leasehold improvements, and computers. During 2021, we purchased a twelve-month term deposit in the amount of $5,000,000 which matured on October 1, 2021.
Indebtedness
None.
Other Contractual Obligations
None.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.
Recent accounting pronouncements not yet adopted
See Note 2 to our consolidated financial statements, “Interim Statement Presentation - Accounting Pronouncements.”
Recently adopted accounting pronouncements
See Note 2 to our consolidated financial statements, “Interim Statement Presentation - Accounting Pronouncements.”
Critical Accounting Policies and Significant Judgments’ and Use of Estimates
Management’s discussion and analysis of financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these consolidated financial statements required the use of estimates and judgments that affect the reported amounts of our assets, liabilities, and expenses. Management bases estimates on historical experience and other assumptions it believes to be reasonable under the circumstances and evaluates these estimates on an on-going basis. Actual results may differ from these estimates. There have been no significant changes to the critical accounting policies and estimates included in this Quarterly Report on Form 10-Q for the three months ended November 30, 2022.
| 15 |
Related Party Transactions
See Note 7 to our consolidated financial statements for a discussion of our related party transactions.
Corporate Information
SolarWindow Technologies, Inc., a Nevada corporation, was incorporated in 1998. The Company’s executive offices are located at 9375 E Shea Blvd., Suite 107-B, Scottsdale AZ 85260. The Company’s telephone number is (800) 213-0689. Our Internet address is www.solarwindow.com. We make available free of charge through our Internet website our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission (“SEC”). The information accessible through our website is not a part of this Quarterly Report on Form 10-Q.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily the result of fluctuations in interest rates and foreign currency exchange rates. We do not hold or issue financial instruments for trading purposes.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
We maintain a system of disclosure controls and procedures, as defined in Rule 13a-15(e) under the Exchange Act, which are designed to provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. In designing and evaluating our disclosure controls and procedures, our management recognized that any system of controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours is designed to do, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. In addition, the design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
Under supervision and with the participation of management, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures for the Company and its subsidiaries as of November 30, 2022. Based on that evaluation, our Acting Principal Executive officer and Principal Financial Officer concluded that our disclosure controls and procedures at the subsidiary level were not effective at a reasonable assurance level as of November 30, 2022, as discussed below.
Management’s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed under the supervision of our principal executive officer and principal financial officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with US GAAP. Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
| 16 |
As of November 30, 2022, our Acting Principal Executive Officer and Principal Financial Officer assessed the effectiveness of our internal control over financial reporting using the criteria set forth in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, our management concluded that our internal control over financial reporting was not effective at November 30, 2022 because of the material weaknesses described below.
Management identified control deficiencies at the subsidiary level that constituted material weaknesses. A “material weakness”, as defined by COSO, is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is more than a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management identified the following material weaknesses in our internal control over financial reporting as of November 30, 2022:
The degree of compliance with established policies and procedures had deteriorated at the Korean Subsidiary. Due to jurisdictional challenges of operating the Korean Subsidiary from the U.S., the Company relied upon the cooperation of the Korean Subsidiaries management to maintain adherence to and comply with the documented internal control procedures, including the dissemination of its financial results and support thereof to SolarWindow Technologies, Inc, the parent company, for purposes of consolidating the Company’s financial results. Management is unable to assess compliance with the Korean Subsidiary’s documented and established policies and procedures due to the management of the Korean Subsidiary failing to provide the financial information required for consolidation thereby resulting in the inability of the Company’s auditors to complete their review procedures of the Korean Subsidiary.
Also, due to reductions in staffing at the Korean Subsidiary, there was inadequate segregation of duties consistent with control objectives. The Korean Subsidiary’s management is comprised of a single individual resulting in a situation where limitations of segregation of duties exist.
Accordingly, because of identifying the above material weaknesses we have concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the Company’s internal controls.
Management believes that the material weaknesses set forth above are intrinsic to our small size and that these weaknesses are limited to the Korean Subsidiary.
Remedies Employed as of November 30, 2022
Management has retained counsel in South Korea to provide legal services with respect to the recovery of assets.
Remedies Employed as of the Date of this Quarterly Report
Management has retained counsel in South Korea to provide legal services with respect to the recovery of assets, and with the dissolution of the Korean Subsidiary as resolved by the Board on January 13, 2023.
On April 25, 2023, management formally removed the Korean Subsidiary management and installed persons affiliated with the Company thus providing management with the authority, not previously held, to direct and oversee the Korean Subsidiary.
On May 25, 2023, management engaged a Korean accounting firm to provide accounting services, financial reporting and assist with the dissolution of the Korean subsidiary.
Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
| 17 |
We are not required by current SEC rules to include an auditor's attestation report. Our registered public accounting firm has not attested to Management's reports on our internal control over financial reporting.
PART II – OTHER INFORMATION
Item 1A. Risk Factors
In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended August 31, 2022, which could materially affect our business, financial condition, financial results, or future performance. There have been no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended August 31, 2022.
Item 6. Exhibits
| 31.2 | Certification of the Principal Financial Officer Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* |
| 32.1 | Certification of the Acting Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* |
| 101.INS | Inline XBRL Instance Document** | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document** | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document** | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document** | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document** | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document** | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL Document) |
| ____________________ |
*Filed herewith
** Furnished herewith. XBRL (eXtensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
| 18 |
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 thereunto duly authorized.
SolarWindow Technologies, Inc.
| By: | /S/Amit Singh | ||
| Amit Singh | |||
| Vice President | |||
| (Acting Principal Executive Officer) | |||
| Date: | October 10, 2023 | ||
| By: | /S/ Justin Frere | ||
| Justin Frere, CPA | |||
| Interim Chief Financial Officer | |||
| (Principal Financial Officer) | |||
| Date: | October 10, 2023 | ||
19
Exhibit 31.1
CERTIFICATION PURSUANT TO RULE 13A-14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Amit Singh, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of SolarWindow Technologies, Inc. (the “Registrant”); |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | As the registrant’s certifying officer I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant is made known to me by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
| 5. | As the registrant's certifying officer I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: October 10, 2023 | /s/ Amit Singh | ||
| Amit Singh | |||
| Vice President | |||
| (Acting Principal Executive Officer) | |||
Exhibit 31.2
CERTIFICATION PURSUANT TO RULE 13A-14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Justin Frere, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of SolarWindow Technologies, Inc. (the “Registrant”); |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | As the registrant’s certifying officer I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant is made known to me by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
| 5. | As the registrant's certifying officer I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: October 10, 2023 | /s/ Justin Frere | ||
| Justin Frere | |||
| Interim Chief Financial Officer | |||
| (Principal Executive Officer) | |||
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The undersigned, as the Acting Principal Executive Officer and the Interim Chief Financial Officer of SolarWindow Technologies, Inc., respectively, certifies that, to the best of their knowledge and belief, the Quarterly Report on Form 10-Q for the three months ended November 30, 2022 that accompanies this certification fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and the information contained in the quarterly report fairly presents, in all material respects, the financial condition and results of operations of SolarWindow Technologies, Inc. at the dates and for the periods indicated. The foregoing certification is made pursuant to 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) and shall not be relied upon for any other purpose.
| Date: October 10, 2023 | /s/ Amit Singh | ||
| Amit Singh | |||
| Vice President | |||
| (Acting Principal Executive Officer) | |||
| Date: October 10, 2023 | /s/ Justin Frere | ||
| Justin Frere, CPA | |||
| Interim Chief Financial Officer | |||
| (Principal Financial Officer) | |||