UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended November 30, 2017May 31, 2023
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ___________ to ___________
Commission file number 333-127953
SOLARWINDOW TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Nevada |
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(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
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(Address of principal executive offices) | (Zip Code) |
(800) (800) 213-0689
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesx ☒ No o☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yesx ☒ No o☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”,filer,” “smaller reporting company”company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
| Accelerated filer | ☐
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Non-accelerated filer |
| Smaller reporting company | ☒
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| Emerging growth company |
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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. ¨☐
Indicate by check mark whether the registrant is a shell company (as defined in 12b-2 of the Exchange Act). Yes o ☐No x☒
Securities registered pursuant to Section 12(b) of the Act: None
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 36,249,544 shares of common stock, par value $0.001, were outstanding on January 10, 2018.October 5, 2023.
SOLARWINDOW TECHNOLOGIES, INC.
FORM 10-Q
For the Quarterly Period Ended November 30, 2017May 31, 2023
Item 1A. Risk Factors | 19 |
20 | |
Signatures | 21 |
Certifications |
PART I — FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements (Unaudited)
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CONSOLIDATED BALANCE SHEETS |
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| November 30, |
| August 31, |
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| 2017 |
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| 2017 |
| May 31, | August 31, | ||||||||
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| 2023 | 2022 | ||||||||||
ASSETS | ASSETS | (Unaudited) | ||||||||||||||
Current assets |
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Cash and cash equivalents |
| $ | 2,802,044 |
| $ | 670,853 |
| $ | 493,271 | $ | 8,077,849 | |||||
Short-term investments | 6,000,000 | - | ||||||||||||||
Deferred research and development costs |
| 92,338 |
| 91,204 |
| 110,563 | 153,799 | |||||||||
Prepaid expenses and other current assets |
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| 48,480 |
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| 16,698 |
| 219,818 | 87,232 | ||||||
Current assets of discontinued operations | 13,894 | 43,599 | ||||||||||||||
Total current assets |
| 2,942,862 |
| 778,755 |
| 6,837,546 | 8,362,479 | |||||||||
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Equipment, net of accumulated depreciation of $57,017 and $53,181, respectively |
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| 49,116 |
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| 52,953 |
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Property and Equipment, net of accumulated depreciation of $121,534 and $110,418, respectively | 1,318,876 | 1,329,992 | ||||||||||||||
Total assets |
| $ | 2,991,978 |
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| $ | 831,708 |
| $ | 8,156,422 | $ | 9,692,471 | ||||
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LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | ||||||||||||||||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||||||||||
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Current liabilities |
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Accounts payable and accrued expenses |
| $ | 310,295 |
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| $ | 230,184 |
| $ | 117,602 | $ | 60,791 | ||||
Related party payables | 41,383 | - | ||||||||||||||
Current liabilities of discontinued operations | 101,290 | 57,585 | ||||||||||||||
Total current liabilities |
| 310,295 |
| 230,184 |
| 260,275 | 118,376 | |||||||||
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Bridge note payable to related party |
| 600,000 |
| 600,000 |
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Convertible promissory note payable to related party, net of discount of $1,142,495 and $413,377, respectively |
| 1,857,505 |
| 2,586,623 |
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Interest payable to related party |
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| 1,140,393 |
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| 1,046,377 |
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Total long term liabilities |
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| 3,597,898 |
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| 4,233,000 |
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Total liabilities |
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| 3,908,193 |
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| 4,463,184 |
| 260,275 | 118,376 | ||||||
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Commitments and contingencies |
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| - | - | |||||||||
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Stockholders' equity (deficit) |
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Preferred stock: $0.10 par value; 1,000,000 shares authorized, no shares issued and outstanding |
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Common stock: $0.001 par value; 300,000,000 shares authorized, 35,900,419 and 34,329,691 shares issued and outstanding at November 30, 2017 and August 31, 2017, respectively. |
| 35,900 |
| 34,330 |
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Stockholders' equity | ||||||||||||||||
Preferred stock: $ | par value; shares authorized, shares issued and outstanding- | - | ||||||||||||||
Common stock: $ | par value; shares authorized, shares issued and outstanding at May 31, 2023 and August 31, 202253,198 | 53,198 | ||||||||||||||
Additional paid-in capital |
| 40,776,790 |
| 35,363,946 |
| 82,710,657 | 82,576,002 | |||||||||
Accumulated other comprehensive income (loss) | (78,131 | ) | (73,631 | ) | ||||||||||||
Retained deficit |
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| (41,728,905 | ) |
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| (39,029,752 | ) | (74,789,577 | ) | (72,981,474 | ) | ||||
Total stockholders' equity (deficit) |
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| (916,215 | ) |
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| (3,631,476 | ) | ||||||||
Total liabilities and stockholders' equity (deficit) |
| $ | 2,991,978 |
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| $ | 831,708 |
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Total stockholders' equity | 7,896,147 | 9,574,095 | ||||||||||||||
Total liabilities and stockholders' equity | $ | 8,156,422 | $ | 9,692,471 |
(The accompanying notes are an integral part of these consolidated financial statements)
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| SOLARWINDOW TECHNOLOGIES, INC. | |||||||||||||||||||
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) |
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FOR THE THREE MONTHS ENDED NOVEMBER 30, 2017 AND 2016 |
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CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPRENENSIVE LOSS (UNAUDITED) | CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPRENENSIVE LOSS (UNAUDITED) | |||||||||||||||||||||||
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| Three Months Ended November 30, |
| Three Months Ended May 31, | Nine Months Ended May 31, | |||||||||||||||||||
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| 2016 |
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||
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Revenue |
| $ | - |
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| $ | - | $ | - | $ | - | $ | - | |||||||||
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Operating expense |
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Operating expenses | ||||||||||||||||||||||||
Selling, general and administrative |
| 1,841,227 |
| 1,044,345 |
| 383,227 | 559,164 | 1,127,313 | 2,377,548 | |||||||||||||||
Research and product development |
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| 418,763 |
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| 237,787 |
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Total operating expense |
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| 2,259,990 |
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| 1,282,132 |
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Research and development | 195,464 | 191,439 | 592,331 | 691,648 | ||||||||||||||||||||
Total operating expenses | 578,691 | 750,603 | 1,719,644 | 3,069,196 | ||||||||||||||||||||
Loss from operations |
| (2,259,990 | ) |
| (1,282,132 | ) | (578,691 | ) | (750,603 | ) | (1,719,644 | ) | (3,069,196 | ) | ||||||||||
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Other income (expense) |
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Interest expense |
| (94,016 | ) |
| (76,338 | ) | ||||||||||||||||||
Accretion of debt discount |
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| (345,147 | ) |
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| (364,059 | ) | ||||||||||||||||
Interest income | 79,252 | 5,861 | 170,860 | 17,963 | ||||||||||||||||||||
Other income | - | - | - | 13,560 | ||||||||||||||||||||
Total other income (expense) |
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| (439,163 | ) |
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| (440,397 | ) | 79,252 | 5,861 | 170,860 | 31,523 | ||||||||||||
Net loss from continuing operations | $ | (499,439 | ) | $ | (744,742 | ) | $ | (1,548,784 | ) | $ | (3,037,673 | ) | ||||||||||||
Net loss from discontinued operations | (54,810 | ) | (891,743 | ) | (259,320 | ) | (1,302,771 | ) | ||||||||||||||||
Net loss | $ | (554,249 | ) | $ | (1,636,485 | ) | $ | (1,808,104 | ) | $ | (4,340,444 | ) | ||||||||||||
Other comprehensive income (loss) | ||||||||||||||||||||||||
Foreign currency translation gain/(loss) | 270 | 33,728 | (4,500 | ) | 14,872 | |||||||||||||||||||
Comprehensive income (loss) | $ | (553,979 | ) | $ | (1,636,757 | ) | $ | (1,812,604 | ) | $ | (4,325,572 | ) | ||||||||||||
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Net loss |
| $ | (2,699,153 | ) |
| $ | (1,722,529 | ) | ||||||||||||||||
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Basic and Diluted Loss per Common Share |
| $ | (0.08 | ) |
| $ | (0.06 | ) | ||||||||||||||||
Loss per Share from continuing operations basic and diluted | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||||||||||
Loss per Share from discontinued operations basic and diluted | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||||||||||
Loss per Share basic and diluted | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||||||||||
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Weighted average number of common shares outstanding - basic and diluted |
| 35,373,077 |
| 28,566,605 |
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(The accompanying notes are an integral part of these consolidated financial statements)
SOLARWINDOW TECHNOLOGIES, INC. | ||||||||||||||||||||||||
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED) | ||||||||||||||||||||||||
Common Stock | ||||||||||||||||||||||||
FOR THE NINE MONTHS ENDED MAY 31, 2023 | Shares | Amount | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Retained Deficit | Total Stockholders' Equity | ||||||||||||||||||
Balance, August 31, 2022 | 53,198,399 | $ | 53,198 | $ | 82,576,002 | $ | (73,631 | ) | $ | (72,981,474 | ) | $ | 9,574,095 | |||||||||||
Stock based compensation due to common stock purchase options | - | - | 85,200 | - | - | 85,200 | ||||||||||||||||||
Foreign currency translation adjustment | - | - | - | (5,431 | ) | - | (5,431 | ) | ||||||||||||||||
Net loss for the three months ended November 30, 2022 | - | - | - | - | (726,157 | ) | (726,157 | ) | ||||||||||||||||
Balance, November 30, 2022 | 53,198,399 | 53,198 | 82,661,202 | (79,062 | ) | (73,707,631 | ) | 8,927,707 | ||||||||||||||||
Stock based compensation due to common stock purchase options | - | - | 24,727 | - | - | 24,727 | ||||||||||||||||||
Foreign currency translation adjustment | - | - | - | 661 | - | 661 | ||||||||||||||||||
Net loss for the three months ended February 28, 2023 | - | - | - | - | (527,697 | ) | (527,697 | ) | ||||||||||||||||
Balance, February 28, 2023 | 53,198,399 | 53,198 | 82,685,929 | (78,401 | ) | (74,235,328 | ) | 8,425,398 | ||||||||||||||||
Stock based compensation due to common stock purchase options | - | - | 24,728 | - | - | 24,728 | ||||||||||||||||||
Foreign currency translation adjustment | - | - | - | 270 | - | 270 | ||||||||||||||||||
Net loss for the three months ended May 31, 2023 | - | - | - | - | (554,249 | ) | (554,249 | ) | ||||||||||||||||
Balance, May 31, 2023 | 53,198,399 | $ | 53,198 | $ | 82,710,657 | $ | (78,131 | ) | $ | (74,789,577 | ) | $ | 7,896,147 | |||||||||||
FOR THE NINE MONTHS ENDED MAY 31, 2022 | ||||||||||||||||||||||||
Balance, August 31, 2021 | 53,198,399 | $ | 53,198 | $ | 81,551,840 | $ | (14,872 | ) | $ | (68,032,941 | ) | $ | 13,557,225 | |||||||||||
Stock based compensation due to common stock purchase options | - | - | 278,863 | - | - | 278,863 | ||||||||||||||||||
Foreign currency translation adjustment | - | - | - | (5,160 | ) | - | (5,160 | ) | ||||||||||||||||
Net loss for the three months ended November 30, 2021 | - | - | - | - | (1,326,124 | ) | (1,326,124 | ) | ||||||||||||||||
Balance, November 30, 2021 | 53,198,399 | 53,198 | 81,030,703 | 20,032 | (69,359,065 | ) | 12,504,804 | |||||||||||||||||
Stock based compensation due to common stock purchase options | - | - | 410,789 | - | - | 410,789 | ||||||||||||||||||
Foreign currency translation adjustment | - | - | - | (13,696 | ) | - | (13,696 | ) | ||||||||||||||||
Net loss for the three months ended February 28, 2022 | - | - | - | - | (1,377,834 | ) | (1,377,834 | ) | ||||||||||||||||
Balance, February 28, 2022 | 53,198,399 | 53,198 | 82,241,492 | (33,728 | ) | (70,736,899 | ) | 11,524,063 | ||||||||||||||||
Stock based compensation due to common stock purchase options | - | - | 212,355 | - | - | 212,355 | ||||||||||||||||||
Foreign currency translation adjustment | - | - | - | 33,728 | - | 33,728 | ||||||||||||||||||
Net loss for the three months ended May 31, 2022 | - | - | - | - | (1,636,485 | ) | (1,636,485 | ) | ||||||||||||||||
Balance, May 31, 2022 | 53,198,399 | $ | 53,198 | $ | 82,453,847 | $ | - | $ | (72,373,384 | ) | $ | 10,133,661 |
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (Unaudited) FOR THE THREE MONTHS ENDED NOVEMBER 30, 2017 AND YEAR ENDED AUGUST 31, 2017 Common Stock Additional Paid-in Retained Total Stockholders' Equity Shares Amount Capital Deficit (Deficit) Balance, August 31, 2016 July 2017 Private Placement units issued Stock based compensation related to stock issuances Exercise of warrants for cash Exercise of warrants on a cashless basis Exercise of stock options on a cashless basis Stock based compensation due to common stock purchase options Net loss for the nine months ended August 31, 2017 Balance, August 31, 2017 September 2017 Private Placement units issued Stock based compensation related to stock issuances Exercise of warrants for cash Exercise of warrants on a cashless basis Exercise of stock options on a cashless basis Stock based compensation due to common stock purchase options Discount on convertible promissory note due warrant modifications Net loss for the three months ended November 30, 2017 Balance, November 30, 2017 28,500,221 $ 28,500 $ 33,729,715 $ (33,676,327 ) $ 81,888 300,000 300 689,700 - 690,000 138,904 139 448,463 - 448,602 129,000 129 301,731 - 301,860 5,215,046 5,215 (5,215 ) - - 46,520 47 (47 ) - - - - 199,599 - 199,599 - - - (5,353,425 ) (5,353,425 ) 34,329,691 34,330 35,363,946 (39,029,752 ) (3,631,476 ) 821,600 822 2,554,354 - 2,555,176 210,000 210 1,022,490 - 1,022,700 80,000 80 247,920 - 248,000 379,880 379 (379 ) - - 79,248 79 (79 ) - - - - 514,273 - 514,273 - - 1,074,265 - 1,074,265 - - - (2,699,153 ) (2,699,153 ) 35,900,419 $ 35,900 $ 40,776,790 $ (41,728,905 ) $ (916,215 )
(The accompanying notes are an integral part of these consolidated financial statements)
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) FOR THE THREE MONTHS ENDED NOVEMBER 30, 2017 AND 2016 Three Months Ended November 30, 2017 2016 Cash flows from operating activities Net loss Adjustments to reconcile net loss to net cash flows from operating activities Depreciation Stock based compensation expense Accretion of debt discount Changes in operating assets and liabilities: Decrease (increase) in deferred research and development costs Decrease (increase) in prepaid expenses and other current assets Increase (decrease) in accounts payable and accrued expenses Increase (decrease) in interest payable Net cash flows from operating activities Cash flows from financing activities Proceeds from the issuance of equity securities Repayment of promissory note Net cash flows from financing activities Change in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period Supplemental disclosure of cash flow information: Interest paid in cash Income taxes paid in cash Supplemental disclosure of non-cash transactions: Discount on convertible promissory note due to to warrant modifications $ (2,699,153 ) $ (1,722,529 ) 3,837 2,279 1,536,973 492,200 345,147 364,059 (1,134 ) 120,046 (31,782 ) (10,618 ) 80,111 (47,482 ) 94,016 74,885 (671,985 ) (727,160 ) 2,803,176 - - (18,146 ) 2,803,176 (18,146 ) 2,131,191 (745,306 ) 670,853 2,509,215 $ 2,802,044 $ 1,763,909 $ - $ 1,453 $ - $ - $ 1,074,265 $ -
SOLARWINDOW TECHNOLOGIES, INC. | ||||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) | ||||||||
Nine Months Ended May 31, | ||||||||
2023 | 2022 | |||||||
Cash flows from operating activities | ||||||||
Loss from continuing operations | $ | (1,548,784 | ) | $ | (3,037,673 | ) | ||
Loss from discontinued operations | (259,320 | ) | (1,302,771 | ) | ||||
Adjustments to reconcile net loss to net cash flows used in operating activities: | ||||||||
Depreciation | 11,115 | 18,865 | ||||||
Stock based compensation expense | 134,655 | 902,007 | ||||||
Impairment of assets | - | (674,200 | ) | |||||
Changes in operating assets and liabilities: | ||||||||
Deferred research and development costs | 43,236 | (8,638 | ) | |||||
Prepaid expenses and other assets | (102,596 | ) | (48,699 | ) | ||||
Security deposits | - | 20,142 | ||||||
Accounts payable and accrued expenses | 67,809 | (11,102 | ) | |||||
Related party payable | 69,812 | (85,167 | ) | |||||
Net cash used in operating activities | (1,584,073 | ) | (2,878,836 | ) | ||||
Cash flows from investing activities | ||||||||
Purchase of short-term investments | (6,000,000 | ) | - | |||||
Redemption of short-term investments | - | 5,000,000 | ||||||
Capital expenditures | - | (601,598 | ) | |||||
Net cash provided by (used in) investing activities | (6,000,000 | ) | 4,398,402 | |||||
Effect of exchange rate changes on cash and cash equivalents | (505 | ) | (14,527 | ) | ||||
Net increase (decrease) in cash and cash equivalents | (7,584,578 | ) | 1,505,039 | |||||
Cash and cash equivalents at beginning of period | 8,077,849 | 7,127,456 | ||||||
Cash and cash equivalents at end of period | $ | 493,271 | $ | 8,632,495 |
(The accompanying notes are an integral part of these consolidated financial statements)
SOLARWINDOW TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 – Basis of Presentation, Organization Recent Accounting Pronouncements and Going Concern
BasisOrganization
SolarWindow Technologies, Inc. was incorporated in the State of PresentationNevada 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 May 31, 2023, the Company had $6,493,271 of cash, cash equivalents, and short-term investments on hand, and working capital of $6,577,271. The Company believes that it currently has sufficient cash to meet its funding requirements over the next twelve months following the issuance of this Quarterly Report on Form 10-Q. However, the Company has experienced and continues to experience negative cash flows from operations, as well as an ongoing requirement for substantial additional capital investment. The Company expects that it may need to raise additional capital to accomplish its business plan. If additional funding is required, the Company expects to seek to obtain that funding through financial or strategic investors. There can be no assurance as to the availability or terms upon which such financing and capital might be available.
NOTE 2 – Interim Statement Presentation
Basis of Presentation and Use of Estimates
The accompanying unaudited interim consolidated financial statements of SolarWindow Technologies, Inc. (theand its controlled subsidiary companies (collectively, the “Company”) as of November 30, 2017,May 31, 2023, and for the three and nine months ended NovemberMay 31, 2023 and 2022 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, 2017 and 2016,2023.
The accompanying unaudited interim Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles (“U.S. GAAP,”) which requires management to make estimates and assumptions that affect amounts reported in the United States forConsolidated Financial Statements and accompanying disclosures. Actual results may differ from those estimates. The accompanying unaudited interim consolidated financial reporting and includestatements have been prepared on the Company’s wholly-owned subsidiaries, Kinetic Energy Corporation (“KEC”), and New Energy Solar Corporation (“New Energy Solar”). Accordingly, they do not include all ofsame basis as the disclosures required by accounting principles generally accepted in the United States for completeaudited financial statements and should be readinclude all adjustments (including normal recurring adjustments) that are, in conjunction with the audited consolidated financial statements and notes thereto for the year ended August 31, 2017, as filed with the Securities and Exchange Commission as part of the Company’s Form 10-K. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of the interimCompany’s consolidated financial information have been included.position as of May 31, 2023, results of operations, stockholders’ equity and cash flows for the three and nine months ended May 31, 2023 and 2022. 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.
OrganizationThe 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. was incorporatedand 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.
As more fully described in Note 3, 0n January 13, 2023, the Board determined that it is in the Statebest interests of Nevadathe Company to discontinue operations in South Korea and to dissolve the Korean Subsidiary. In accordance with applicable accounting guidance, the results of the Korean Subsidiary are presented as discontinued operations in the Consolidated Statements of Operations and Comprehensive Loss and, as such, have been excluded from continuing operations. Further, the Company reclassified the assets and liabilities of the Korean Subsidiary as assets and liabilities of discontinued operations in the Consolidated Balance Sheet as of August 31, 2022. The Consolidated Statements of Cash Flows are presented on a consolidated basis for both continuing operations and discontinued operations.
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 third quarter in fiscal 2023 and 2022 ended on May 5, 1998, under31, 2023 and 2022, 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 name “Octillion Corp.” On December 2, 2008, thedate of purchase. The Company amended its Articleshad $6,493,271 of Incorporation to effect a change of name to New Energy Technologies, Inc. Effectivecash and short-term deposits as of March 9, 2015,May 31, 2023, including $62,632 held in the Company amended its ArticlesUS and covered by FDIC insurance, and $6,429,708 held in Canadian bank accounts with $6,356,195 in excess of Incorporation to change its name to SolarWindow Technologies, Inc. to align the company name with its brand identity. The Company’s ticker symbol changed to WNDW.Canadian Deposit Insurance Corporation insured limits.
Schedule of cash and cash cash equivalents | ||||||||
May 31, | August 31, | |||||||
2023 | 2022 | |||||||
Cash | $ | 493,271 | $ | 8,077,849 | ||||
Short-term investments | 6,000,000 | - | ||||||
Total cash and short-term investments | $ | 6,493,271 | $ | 8,077,849 |
Short-term investments
The Company has been developing two sustainable electricity generating systems. These novel technologies are branded as SolarWindow™ and MotionPower™. On March 2, 2015, the Company announced its exclusive focus on SolarWindow™.
The Company’s SolarWindow™ technology provides the ability to harvest light energy from the sun and artificial sources and generate electricity from a transparent coating of organic photovoltaic solar cells, applied to glass and plastics, thereby creating a “photovoltaic” effect. Photovoltaics are best known as a method for generating electric power by using solar cells to convert energy from the sun into a flow of electrons. Typically, conventional PV power is generated by making use of solar modules composed of a number of cells containing PV and electricity-conducting materials. These materials are usually opaque (i.e., not see-through) and only effectively generate electricity with sun light. The Company’s researchers have replaced these materials with compounds that allow our SolarWindow™ technology to remain see-through or “transparent,” while generating electricity when exposed to either sun or artificial light.
The Company’s SolarWindow™ product development programs involve ongoing product development efforts, and the commitment of significant resources to support the extensive invention, design, engineering, testing, prototyping, and intellectual property initiatives carried-out by its contract engineers, scientists, and consultants. The Company’s activities are subject to significant risks and uncertainties, including, but not limited to, the Company’s failure to secure, on a timely basis, adequate additional funding to commercialize its SolarWindow™ technology or the development of a similar technology and products, by existing or potential future competitors, who may gain earlier market entry or greater market acceptance than the Company’s technology and products.
Recent Accounting Pronouncements
In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-09, “Compensation-Stock Compensation: Improvements to Employee Share-Based Payment Accounting (Topic 718)”, which is intended to simplify several aspects of the accounting for share-based payment award transactions. The guidance is effective for our fiscal year beginning in the current quarter. The adoption of ASU 2016-09 did not have a material impact on the consolidated financial statements.
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842)”, which supersedes ASC Topic 840, Leases, and creates a new topic, ASC 842, Leases. The new guidance requires the recognition of lease assets and liabilities for operating leases with terms of more than 12 months. Presentation of leases within the consolidated statements of operations and consolidated statements of cash flows will be generally consistent with the current lease accounting guidance. The ASU is effective for reporting periods beginning after December 15, 2018, with early adoption permitted. The Company does not expect this accounting update to have a material effect on its consolidated financial statements.
In November 2015, the FASB issued ASU No. 2015-17, “Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes” (“ASU 2015-17”). The standard requires that deferred tax assets and liabilities be classified as noncurrent ondetermines the balance sheet ratherclassification of its investments at the time of purchase and evaluates the classification at each balance sheet date. Money market funds, certificates of deposit, and time deposits with maturities of greater than being separated into currentthree months but no more than twelve months are carried at cost, which approximates fair value and noncurrent. ASU 2015-17 is effective for our fiscal year beginningare recorded in the current quarter. The adoptionconsolidated balance sheets in short-term investments. As of ASU 2015-17 did not haveMay 31, 2023, short-term investments consists of a material impact on the consolidated financial statements.12-month $4,000,000 fixed-term deposit earning interest of 5.3%, and a 12-month $1,500,000 fixed term deposit earning interest of 4.25% purchased in February 2023.
In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)”, to clarify the principles used to recognize revenue for all entities. In March 2016, the FASB issued ASU 2016-08 to further clarify the implementation guidance on principal versus agent considerations. The guidance is effective for annual and interim periods beginning after December 15, 2017. The Company does not expect this accounting update to have a material effect on its consolidated financial statements.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. The Company believes that none of the new standards will have a significant impact on the financial statements.
Going Concern
6 |
Recent accounting pronouncements not yet adopted
The Company does not have any commercialized products, has not generated any revenue since inception and has sustained recurring losses and negative cash flows from operations since inception. Due toNone.
Recently adopted accounting pronouncements
None.
NOTE 3 – Discontinued Operations
On January 13, 2023, the “start-up” nature of our business, we expect to incur losses as we continue development of our products and technologies. The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principlesBoard determined that it is in the United States of America, which contemplates continuation of the Company as a going concern, which is dependent upon the Company’s ability to establish itself as a profitable business.
As of the date of filing of the Company’s most recent Form 10-K on November 22, 2017, based on management’s assessment, the Company had sufficient cash to meet its funding requirements over the next twelve months. Currently, based upon its near term anticipated level of operations and expenditures, management believes that cash on hand should be sufficient to enable the Company to continue operations through November 2018 or approximately ten months from the date of this quarterly report. In view of these conditions, the abilitybest interests of the Company to continuediscontinue operations in South Korea and to dissolve the Korean Subsidiary. The Company is working to dispose the Korean Subsidiary other than by sale in accordance with Accounting Standards Codification (“ASC”) 360-10-45-15, Long-Lived Assets to Be Disposed of Other Than by Sale
In accordance with ASC 205-20, Discontinued Operations, the results of the Korean Subsidiary are presented as discontinued operations in the Consolidated Statements of Operations and Comprehensive Loss, and, as such, have been excluded from continuing operations. Further, the Company reclassified the assets and liabilities of the Korean Subsidiary as assets and liabilities of discontinued operations in the Consolidated Balance Sheet as of August 31, 2022. The Consolidated Statements of Cash Flows are presented on a going concern is in substantial doubt and dependent upon achieving a profitable level ofconsolidated basis for both continuing operations and on the ability of the Company to obtain necessary financing to fund ongoingdiscontinued operations. These consolidated financial statements do not give effect to any adjustments which will be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying consolidated financial statements.
The Company has experiencedfollowing table summarizes the significant items included in income from discontinued operations, net of tax in the Consolidated Statement of Operations and continues to experience negativeComprehensive Loss for the three and nine months ended May 31, 2023 and 2022:
Schedule of statement of operations and comprehensive Loss | ||||||||||||||||
Three Months Ended May 31, | Nine Months Ended May 31, | |||||||||||||||
2023 | 2022 | 2023 | 2022 | |||||||||||||
Operating expenses | ||||||||||||||||
Selling, general and administrative | $ | 54,810 | $ | 217,543 | $ | 243,076 | $ | 523,027 | ||||||||
Research and development | - | - | 16,253 | 105,647 | ||||||||||||
Total operating expenses | 54,810 | 217,543 | 259,329 | 628,674 | ||||||||||||
Other income | ||||||||||||||||
Interest income | - | - | 9 | 103 | ||||||||||||
Impairment of assets | - | (674,200 | ) | - | (674,200 | ) | ||||||||||
Net loss from discontinued operations | $ | (54,810 | ) | (891,743 | ) | $ | (259,320 | ) | $ | (1,302,771 | ) |
The following table summarizes the carrying value of the significant classes of assets and liabilities classified as discontinued operations as of August 31, 2022 and May 31, 2023:
Schedule of significant classes of assets and liabilities | ||||||||
May 31, 2023 | August 31, 2022 | |||||||
Current assets | ||||||||
Prepaid expenses and other current assets | $ | 13,894 | $ | 43,599 | ||||
Total current assets | 13,894 | 43,599 | ||||||
Total assets | $ | 13,894 | $ | 43,599 | ||||
Current liabilities | ||||||||
Accounts payable and accrued expenses | $ | 101,290 | $ | 57,585 | ||||
Total current liabilities | $ | 101,290 | $ | 57,585 |
The cash flows fromrelated to discontinued operations as well as an ongoing requirementhave not been segregated and are included in the consolidated statements of cash flows for substantial additional capital investment. The Company expects that it will need to raise substantial additional capital to accomplish its business plan overall periods presented. Korean Subsidiary depreciation expense for the next several years. The Company expects to seek additional funding through private equity or convertible debt. If adequate funds are not available on reasonable terms, or at all, it would resultnine months ended May 31, 2023 and 2022, and included in a material adverse effect on the Company’s business, operating results, financial conditionconsolidated statement of cash flow was $0 and prospects. In particular,$7,532, respectively. Capital expenditures in the Company may be required to delay; reduce the scope of or terminate its researchnine months ended May 31, 2023 and development programs; sell rights to its SolarWindow™ technology and/or MotionPower™ technology, or other technologies or products based upon these technologies; or license the rights to these technologies or products on terms that are less favorable to the Company than might otherwise be available.2022 were $0 and $581,648, respectively.
AsThe computation of November 30, 2017 and August 31, 2017,basic earnings per share (“EPS”) is based on the weighted average number of shares that were outstanding during the period, including shares of common stock that are issuable at the end of the reporting period. The computation of diluted EPS is based on the number of basic weighted-average shares outstanding plus the number of common shares that would be issued assuming the exercise of all potentially dilutive common shares outstanding using the treasury stock method. The computation of diluted net income per share does not assume conversion, exercise or contingent issuance of securities that would have an antidilutive effect on earnings per share. Therefore, when calculating EPS if the Company hadexperienced a loss, there is no inclusion of dilutive securities as their inclusion in the following outstanding debt balances:EPS calculation is antidilutive. Furthermore, options and warrants will have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price of the options or warrants (they are in the money).
Issue Maturity Debt Interest Date Date Principal Discount Balance Payable As of November 30, 2017: March 2015 Loan as amended 3/4/2015 12/31/2019 2013 Note as amended 10/7/2013 12/31/2019 As of August 31, 2017: March 2015 Loan as amended 3/4/2015 12/31/2017 2013 Note as amended 10/7/2013 12/31/2017 The shares listed below were not included in the computation of diluted losses per share because to do so would be antidilutive for the periods presented:$ 600,000 $ - $ 600,000 $ 127,901 3,000,000 (1,142,495 ) 1,857,505 1,012,492 $ 3,600,000 $ (1,142,495 ) $ 2,457,505 $ 1,140,393 $ 600,000 $ - $ 600,000 $ 113,465 3,000,000 (413,377 ) 2,586,623 932,912 $ 3,600,000 $ (413,377 ) $ 3,186,623 $ 1,046,377
Schedule of computation of diluted losses per share | ||||||||||||||||
Three Months Ended May 31, | Nine Months Ended May 31, | |||||||||||||||
2023 | 2022 | 2023 | 2022 | |||||||||||||
Stock options | 6,707,400 | 6,781,800 | 6,707,400 | 6,781,800 | ||||||||||||
Warrants | 16,666,667 | 19,281,917 | 16,666,667 | 19,281,917 | ||||||||||||
Total anti dilutive shares | 23,374,067 | 26,063,717 | 23,374,067 | 26,063,717 |
March 2015 Loan as AmendedNOTE 5 – Property and Equipment
On March 4, 2015,Property and equipment consists of the Company entered into a Bridge Loan Agreement with 1420468 Alberta Ltd. (which has since been merged with and into Kalen Capital Corporation (the “Investor”)). Pursuant the Bridge Loan Agreement, the Company borrowed $600,000 at an annual interest rate of 7% (the “March 2015 Loan”), compounded quarterly, with a default rate of 15%.following:
On November 3, 2017, the Company entered into the Third Amendment related to the March 2015 Loan pursuant to which the Company and the Investor amended the March 2015 loan to extend the maturity date to December 31, 2019. As consideration for the note extension, the interest rate was increased to 10.5% and all outstanding warrants held by the Investor had their maturity date extended to December 31, 2022.
Schedule of property and equipment | ||||||||
May 31, | August 31, | |||||||
2023 | 2022 | |||||||
Computers, office equipment and software | $ | 14,102 | $ | 14,102 | ||||
Equipment | 133,653 | 133,653 | ||||||
In-process equipment | 1,292,655 | 1,292,655 | ||||||
Total property and equipment | 1,440,410 | 1,440,410 | ||||||
Accumulated depreciation | (121,534 | ) | (110,418 | ) | ||||
Property and equipment, net | $ | 1,318,876 | $ | 1,329,992 |
During the three months ended November 30, 2017May 31, 2023 and 2016,2022, the Company recognized $14,436straight-line depreciation expense of $3,594 and $11,617, respectively, of interest expense.$3,057, respectively. During the threenine months ended November 30, 2017May 31, 2023 and 2016,2022, the Company recognized debt discount accretionstraight-line depreciation expense of $0$11,115 and $55,720,$18,865, respectively.
2013 Note as Amended
On October 7, 2013,During the year ended August 31, 2019, the Company soldmade deposits for in-process equipment totaling $1,292,655 towards the purchase of manufacturing equipment. The Company is currently evaluating configuration options in order to optimize the Investor an unsecured Convertible Promissory Note (the “2013 Note”) in the amount of $3,000,000 with 7% interest compounded quarterly. According to the terms of the amended 2013 Note, the Investor may elect to convert principal and accrued interest into unitsequipment for manufacturing of the Company’s equity securities, with each Unit consisting of (a) one share of common stock; and (b) one Stock Purchase Warrant for the purchase of one share of common stock. The conversion price for each Unit is the lesser of (i) $1.37; or (ii) 70%initial product. Completion of the 20 day average closing priceequipment may require additional payments of the Company’s common stock priorup to conversion, subject to a floor of $1.00 with the exercise price of each Warrant being equal to 60% of the 20 day average closing price of the Company’s common stock prior to conversion. If issued, the Warrant included in the Units will be exercisable for a period of five years. As of November 30, 2017, if the investor elected to convert the entirety of amounts owing under the 2013 Note, the Company would be obligated to issue a warrant for the purchase of 2,928,826 shares of common stock.approximately $510,000.
On November 3, 2017, the Company entered into the Third Amendment related to the 2013 Note pursuant to which the Company and the Investor amended the 2013 Note to extend the maturity date to December 31, 2019. As consideration for the note extension, the interest rate was increased to 10.5% and all outstanding warrants held by the Investor had their maturity date extended to December 31, 2022, as described below, resulting in an additional debt discount of $1,074,265 as of November 3, 2017. The modification did not result in a gain or loss due to the related party nature of the transaction.
The maturity date of the remaining Series M Warrant to purchase 246,000 shares of common stock was extended from December 31, 2020 to December 31, 2022. The Company recorded $82,656 as a debt discount to recognize the increase in value for the extension of the expiration date.
The maturity date of the Series N Warrant to purchase 767,000 shares of common stock was extended from December 31, 2020 to December 31, 2022. The Company recorded $327,509 as a debt discount to recognize the increase in value for the extension of the expiration date.
The maturity date of the Series P Warrant to purchase 213,500 shares of common stock was extended from April 30, 2018 to December 31, 2022. The Company recorded $348,219 as a debt discount to recognize the increase in value for the extension of the expiration date.
The maturity date of the Series R Warrant to purchase 468,750 shares of common stock was extended from June 20, 2021 to December 31, 2022. The Company recorded $295,781 as a debt discount to recognize the increase in value for the extension of the expiration date.
The maturity date of the Series S-A Warrant to purchase 300,000 shares of common stock was extended from July 24, 2022 to December 31, 2022. The Company recorded $20,100 as a debt discount to recognize the increase in value for the extension of the expiration date.
Interest expense related to the 2013 Note, as amended, amounted to $79,580 and $64,036 during the three months ended November 30, 2017 and 2016, respectively.
Accretion of the debt discount related to the 2013 Note as amended amounted to $345,147 and $308,339 during the three months ended November 30, 2017 and 2016, respectively. The remaining debt discount related to warrant expiration date extensions totals $1,142,495 and will be amortized through December 31, 2019.
NOTE 3 – Private Placements
September 2017 Private Placement
On September 11, 2017, the Company initiated and on September 29, 2017, completed a self-directed offering of 821,600 units at a price of $3.11 per unit for $2,555,176 in aggregate proceeds (the “September 2017 Private Placement”). The unit price was based on a 15% discount to the average of the 30 day closing price (last day being Friday September 8, 2017) of the Company’s common stock as reported on the OTCQB. Each unit consisted of one share of common stock and one Series S Stock Purchase Warrant to purchase one (1) share of common stock at an exercise price of $3.42 per share through September 29, 2022. The warrants may be exercised on a cashless basis. All the units were purchased by unrelated parties.
The relative fair value of the common stock was estimated to be $1,540,000. The relative fair value of the Series S Warrants was estimated to be $1,015,000 as determined based on the relative fair value allocation of the proceeds received. The Series S Warrants were valued using the Black-Scholes option pricing model using the following variables: market price of common stock - $3.95 per share; estimated volatility – 77.96%; 5-year risk free interest rate – 1.71%; expected dividend rate - 0% and expected life - 5 years.
NOTE 46 – Common Stock and Warrants
Common Stock
At November 30, 2017,May 31, 2023, the Company had authorized shares of common stock with a par value of $0.001$ per share, 35,900,419and shares of common stock outstanding and 1,700,832 shares reserved for issuance under the Company’s 2006 Long-Term Incentive Plan (the “2006 Plan”) as adopted and approved by the Company’s Board on October 10, 2006 that provides for the grant of stock options to employees, directors, officers and consultants (See “NOTE 5 - Stock Options”).outstanding.
During the three months ended November 30, 2017, we entered into the following securities related transactions:
8 |
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 O Warrants and 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, 2017May 31, 2023 and August 31, 20172022 is as follows:
|
| Shares of Common Stock Issuable from Warrants Outstanding as of |
|
| Weighted |
|
|
|
| ||||||
|
| November 30, |
|
| August 31, |
|
| Average |
|
|
|
| |||
Description |
|
| 2017 |
|
|
| 2017 |
|
| Exercise Price |
|
| Expiration | ||
Series M |
|
| 246,000 |
|
|
| 246,000 |
|
| $ | 2.34 |
|
| December 31, 2022 | |
Series N |
|
| 767,000 |
|
|
| 767,000 |
|
| $ | 3.38 |
|
| December 31, 2022 | |
Series O |
|
| - |
|
|
| 618,000 |
|
| $ | 3.10 |
|
| October 31, 2017 | |
Series P |
|
| 309,000 |
|
|
| 309,000 |
|
| $ | 3.70 |
|
| April 30, 2018 | |
Series Q |
|
| - |
|
|
| 937,500 |
|
| $ | 3.20 |
|
| December 31, 2022 | |
Series R |
|
| 937,500 |
|
|
| 937,500 |
|
| $ | 4.00 |
|
| December 31, 2022 | |
Series S-A |
|
| 300,000 |
|
|
| 300,000 |
|
| $ | 2.53 |
|
| December 31, 2022 | |
Series S |
|
| 821,600 |
|
|
| - |
|
| $ | 3.42 |
|
| September 29, 2022 | |
Total |
|
| 3,381,100 |
|
|
| 4,115,000 |
|
|
|
|
|
|
|
Schedule of warrants | ||||||||||||||||
Shares of Common Stock Issuable from Warrants Outstanding as of | ||||||||||||||||
May 31, | August 31, | Weighted Average | Date of | |||||||||||||
Description | 2023 | 2022 | Exercise Price | Issuance | Expiration | |||||||||||
Series M | - | 246,000 | $ | 2.34 | December 7, 2015 | December 31, 2022 | ||||||||||
Series N | - | 767,000 | $ | 3.38 | December 31, 2015 | December 31, 2022 | ||||||||||
Series P | - | 213,500 | $ | 3.70 | March 25, 2016 | December 31, 2022 | ||||||||||
Series R | - | 468,750 | $ | 4.00 | June 20, 2016 | December 31, 2022 | ||||||||||
Series S-A | - | 300,000 | $ | 2.53 | July 24, 2017 | December 31, 2022 | ||||||||||
Series S | - | 620,000 | $ | 3.42 | September 29, 2017 | September 29, 2022 | ||||||||||
Series T | 16,666,667 | 16,666,667 | $ | 1.70 | November 26, 2018 | November 26, 2025 | ||||||||||
Total | 16,666,667 | 19,281,917 |
During the nine months ended May 31, 2023, the Series M, N, P R, S-A and S Warrants expired unexercised.
Stock option grants pursuant to the 2006 Plan vest either immediately or over one to five years and expire ten years after the date of grant. Stockholders previously approved 5,000,000 shares for grant under the 2006 Plan, of which 1,700,832 remain available for grant, 1,185,834 have been exercised in total and 562,763 net shares issued pursuant to the exercise of vested options from inception of the 2006 Plan through November 30, 2017. All shares approved for grant and subsequently forfeited are available for future grant. The Company does not repurchase shares to fulfill the requirements of options that are exercised. The Company issues new shares when options are exercised. The 2006 Plan was approved by stockholders on February 7, 2011 and expires according to its terms on February 7, 2021.
The Company employsmeasures share-based compensation cost on the following key weighted-average assumptions in determininggrant 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 Black-Scholes option pricing model and the simplified method to estimate the expected term of “plain vanilla” options:following weighted-average assumptions:
Schedule of weighted-average assumptions | ||||||||||||||||
|
| Three Months Ended |
| Year Ended |
| Nine Months Ended May 31, | ||||||||||
|
| November 30, 2017 |
|
| August 31, 2017 |
| 2023 | 2022 | ||||||||
Expected dividend yield |
| – |
| – |
| - | - | |||||||||
Expected stock price volatility |
| 83 | % |
| 79% - 81% |
| - | % | ||||||||
Risk-free interest rate |
| 2.27 | % |
| 1.95% - 2.03% |
| - | % | ||||||||
Expected term (in years) |
| 7.67 |
| 5.00 - 7.67 |
| |||||||||||
Expected term (in years)(simplified method) | - | |||||||||||||||
Exercise price |
| $ | 4.87 |
| $ | 2.71 |
| - | $ | |||||||
Weighted-average grant date fair-value |
| $ | 3.76 |
| $ | 1.85 |
| - | $ |
A summary of the Company’s stock option activity for the threenine months ended November 30, 2017 and year ended AugustMay 31, 20172023 and related information follows:
|
| Number of Shares Subject to Option Grants |
|
| Weighted Average Exercise Price ($) |
|
| Weighted Average Remaining Contractual Term |
| Aggregate Intrinsic Value ($) |
| |||
Outstanding at August 31, 2016 |
|
| 720,001 |
|
|
| 3.06 |
|
|
|
|
|
| |
Grants |
|
| 1,535,000 |
|
|
| 2.71 |
|
|
|
|
|
| |
Exercises |
|
| (130,000 | ) |
|
| 2.62 |
|
|
|
|
|
| |
Outstanding at August 31, 2017 |
|
| 2,125,001 |
|
|
| 3.84 |
|
|
|
|
|
| |
Grants |
|
| 255,000 |
|
|
| 4.87 |
|
|
|
|
|
| |
Exercises |
|
| (172,500 | ) |
|
| 2.91 |
|
|
|
|
|
| |
Outstanding at November 30, 2017 |
|
| 2,207,501 |
|
|
| 3.07 |
|
| 5.51 years |
|
| 3,793,375 |
|
Exercisable at November 30, 2017 |
|
| 210,001 |
|
|
| 4.82 |
|
| 7.89 years |
|
| 45,075 |
|
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 | 6,761,400 | 4.01 | ||||||||||||||
Forfeitures and cancellations | (54,000 | ) | 4.53 | |||||||||||||
Outstanding at May 31, 2023 | 6,707,400 | 4.00 | - | |||||||||||||
Exercisable at May 31, 2023 | 6,656,050 | 4.01 | - |
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, 2017.May 31, 2023. 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 $4.75$0.26 on November 30, 2017May 31, 2023 and 1,902,500no outstanding options have an exercise price below $4.75$ per share, as of November 30, 2017,May 31, 2023, there is intrinsic value toin the Company’s outstanding in-the-money stock options including 32,500 options that are exercisable and in-the-money.vested options.
Three and Nine Months Ended May 31, 2022
Grants - On November 21, 2017,October 27, 2021, the CompanyCompany’s Board granted 255,000 options to directorsits officers and employeesdirectors, with an exercise price of $4.87.
On September 7, 2017, there were 172,500 options exercised$ , exercisable on a cashless basis resulting in any time prior to
Duringon the year ended August 31, 2017, there were 130,000 options exercised on a cashless basis resulting insix-month anniversary of the issuancedate of 46,520 shares of common stock. The aggregate intrinsic valuegrant and as to the remaining 50% of the options exercised was $186,500.on the twelve-month anniversary from the date of grant.
OnForfeitures and cancellations - As a result of his resignation from the Board on November 15, 2016, the Company granted 35,000 options to two employees with an exercise price of $3.28.
On July 7, 2017, the Company finalized and executed two consulting agreements with third parties to provide business development services. The terms and conditions of each consulting agreement are similar and provide for combined compensation of $26,000 per month in cash and the grant of 1,500,000 common stock purchase options with an exercise price of $2.70 per share, and which vest upon the achievement of performance conditions and upon Board approval. The 1,500,00010, 2021, Mr. Gary Parmar forfeited 58,600 unvested stock options, including 30,000 options granted to consultants had a grant date fair value of $1.84 per option. As of November 30, 2017, the Company determined the achievement of the performance conditions was not probable. Compensation expense will be recorded for the options with performance conditions when and if the performance conditions become probable of being achieved.on October 27, 2021.
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 Consolidated Statements of Operations for the three and nine months ended November 30, 2017May 31, 2023 and 2016:2022:
Three Months Ended November 30, 2017 2016 Stock Compensation Expense: SG&A R&D Total $ 399,476 $ 53,055 114,797 45,545 $ 514,273 $ 98,600
Schedule of share-based compensation | ||||||||||||||||
Three Months Ended May 31, | Nine Months Ended May 31, | |||||||||||||||
Stock compensation expense: | 2023 | 2022 | 2023 | 2022 | ||||||||||||
Selling, general and administrative | $ | 24,023 | $ | 389,557 | $ | 118,855 | $ | 838,309 | ||||||||
Research and development | 705 | 21,232 | 15,800 | 63,698 | ||||||||||||
Total | $ | 24,728 | $ | 410,789 | $ | 134,655 | $ | 902,007 |
As of November 30, 2017,May 31, 2023, the Company had $3,238,393$ of unrecognized compensation cost related to unvested stock options. Of the unrecognized compensation expense, $478,393options which is expected to be recognized over a period of 1.0 years and $2,760,000 of compensation expense will be recorded when and if the performance conditions become probable of being achieved. years.
The following table summarizes information about stock options outstanding and exercisable at November 30, 2017:May 31, 2023:
|
|
| Stock Options Outstanding |
|
| Stock Options Exercisable |
| |||||||||||||||||||
Range of 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 |
| |||||||
|
|
|
|
|
| |||||||||||||||||||||
$ | 2.70 |
|
|
| 1,500,000 |
|
|
| 4.60 |
|
|
| 2.70 |
|
|
| - |
|
|
| 4.60 |
|
|
| 2.70 |
|
| 2.90 |
|
|
| 350,000 |
|
|
| 6.16 |
|
|
| 2.90 |
|
|
| - |
|
|
| 6.16 |
|
|
| 2.90 |
|
| 3.28 |
|
|
| 17,500 |
|
|
| 8.96 |
|
|
| 3.28 |
|
|
| 17,500 |
|
|
| 8.96 |
|
|
| 3.28 |
|
| 3.46 |
|
|
| 35,000 |
|
|
| 8.10 |
|
|
| 3.46 |
|
|
| 15,000 |
|
|
| 8.10 |
|
|
| 3.46 |
|
| 4.87 |
|
|
| 255,000 |
|
|
| 9.98 |
|
|
| 4.87 |
|
|
| 127,500 |
|
|
| 9.98 |
|
|
| 4.87 |
|
| 4.98 |
|
|
| 16,667 |
|
|
| 0.27 |
|
|
| 4.98 |
|
|
| 16,667 |
|
|
| 0.27 |
|
|
| 4.98 |
|
| 5.94 |
|
|
| 33,334 |
|
|
| 3.07 |
|
|
| 5.94 |
|
|
| 33,334 |
|
|
| 3.07 |
|
|
| 5.94 |
|
Total |
|
|
| 2,207,501 |
|
|
| 5.51 |
|
| $ | 3.07 |
|
|
| 210,001 |
|
|
| 7.89 |
|
| $ | 4.82 |
|
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 | 153,000 | 2.32 | 153,000 | 2.32 | |||||||||||||||||||||
2.60 | 2,500,000 | 2.60 | 2,500,000 | 2.60 | |||||||||||||||||||||
3.42 | 50,000 | 3.42 | 37,500 | 3.42 | |||||||||||||||||||||
3.46 | 35,000 | 3.46 | 35,000 | 3.46 | |||||||||||||||||||||
3.54 | 1,249,400 | 3.54 | 1,210,550 | 3.54 | |||||||||||||||||||||
3.66 | 1,000,000 | 3.66 | 1,000,000 | 3.66 | |||||||||||||||||||||
4.87 | 110,000 | 4.87 | 110,000 | 4.87 | |||||||||||||||||||||
6.00 | 800,000 | 6.00 | 800,000 | 6.00 | |||||||||||||||||||||
6.21 | 110,000 | 6.21 | 110,000 | 6.21 | |||||||||||||||||||||
8.00 | 700,000 | 8.00 | 700,000 | 8.00 | |||||||||||||||||||||
Total | 6,707,400 | 4.00 | 6,632,650 | 4.01 |
NOTE 68 - Net Loss Per Share
During the three months ended November 30, 2017 and 2016, the Company recorded a net loss. Basic net loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. The Company has not included the effects of warrants, stock options and convertible debt on net loss per share because to do so would be antidilutive.
Following is the computation of basic and diluted net loss per share for the three months ended November 30, 2017 and 2016:
Three Months Ended November 30, 2017 2016 Basic and Diluted EPS Computation Numerator: Loss available to common stockholders' Denominator: Weighted average number of common shares outstanding Basic and diluted EPS The shares listed below were not included in the computation of diluted losses per share because to do so would have been antidilutive for the periods presented: Stock options Warrants Convertible debt Warrants issuable upon conversion of debt (See "NOTE 2 - Debt" above) Total shares not included in the computation of diluted losses per share $ (2,699,153 ) $ (1,722,529 ) 35,373,077 28,566,605 $ (0.08 ) $ (0.06 ) 2,207,501 625,001 3,381,100 11,586,631 2,928,826 2,725,022 2,928,826 2,725,022 11,446,253 17,661,676
NOTE 7 -Transactions with Related Party TransactionsPersons
A related party with respect to the Company is generally defined as any person (i) (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.
The law firm of Satterlee Stephens LLP (“Satterlee”), of which Joseph Sierchio, one of the Company’s directors, is a partner, provides counsel to the Company. Mr. Sierchio is the Company’s primary attorney. During the three months ended November 30, 2017 and 2016, the Company recognized $74,067 and $106,550 of fees for legal services billed by firms associated with Mr. Sierchio. At November 30, 2017, the Company owed Satterlee $129,252 which is included in accounts payable. At August 31, 2017, the Company owed Satterlee $105,184 which is included in accounts payable. On December 15, 2017, the Company paid Satterlee $129,252 in full satisfaction of all amounts owing to Satterlee through November 30, 2017. Mr. Sierchio continues to serve as a director of the Company.
On August 7, 2017, the Company appointed Jatinder Bhogal to the Board of Directors.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 Consultingdirector 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 dated February 1, 2014 as amended on November 11, 2016.by and among the Company, VAMI and Mr. Bhogal. Pursuant to the Consulting Agreement, Mr. BhogalECA, 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 $5,000 per month. During$0 during the three months ended November 30, 2017May 31, 2023 and 2016,2022, respectively related to the ECA. The Company recognized cash compensation expense of $0 and $524,505 during the nine months ended May 31, 2023 and 2022, respectively related to the ECA.
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 $58,049 and $43,750 for the three months ended May 31, 2023 and 2022, respectively, and $145,549 and $131,250 during the nine months ended May 31, 2023 and 2022, respectively. As of May 31, 2023, the Company recognized $15,000a related party payable to Sierchio Law, LLP of expense in connection with the Consulting Agreement.
On November 3, 2017, the Company entered into the Third Amendment$31,383, including $28,883 related to legal services and $2,500 related to the 2013 Bridge Loan Agreement andquarterly board fee for the Third Amendment to the 2015 Bridge Loan Agreement with the Investor pursuant to which the Company and the Investor agreed to extend the maturity date to Decemberthree months ended May 31, 2019. Pursuant to the Third Amendment to the 2013 Bridge Loan Agreement and the Third Amendment to the 2015 Bridge Loan Agreement, the rate of interest increased to 10.5% and the following warrants, held by the Investor, had their maturity date extended to December 31, 2022: a) Series M Warrant to purchase 246,000 shares; b) Series N Warrant to purchase 767,000 shares; c) Series P Warrant to purchase 213,500 shares; d) Series R Warrant to purchase 468,750; and e) Series S-A Warrant to purchase 300,000 shares. For additional information related to our warrants, please see “NOTE 4 – Common Stock and Warrants”.2023.
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 9 – 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 10 – Leases
On February 26, 2021, the Korean Subsidiary entered into an apartment lease for the purposes of housing foreign personnel. The apartment lease provided for a term of one year beginning March 7, 2021, monthly rent of approximately $950 and a security deposit of approximately $8,700. This lease was terminated in November 2022.
In September 2020, the Korean Subsidiary entered a lease for office space. The office lease provided for an initial term of one-year from September 23, 2020 through September 23, 2021, which was been renewed for an additional year, monthly rent of approximately $1,200 and a security deposit of approximately $13,000. This lease was terminated in December 2022.
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 May 31, 2023, 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.
11 |
NOTE 811 – Subsequent Events
Management has reviewed material events subsequent of the period ended November 30, 2017May 31, 2023 and prior tothrough 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.
On December 15, 2017, the Company paid Satterlee $129,252 in full satisfaction of all amounts owing to Satterlee through November 30, 2017.
On December 27, 2017, the Company entered into an employment agreement with John Conklin (the “Conklin Employment Agreement”) pursuant to which Mr. Conklin will continue to serve as the Company’s President, Chief Executive Officer, Chief Financial Officer and a member of the Company’s Board of Directors. The Conklin Employment Agreement has an effective date of January 1, 2018, and terminates on December 31, 2021. Pursuant to the Conklin Employment Agreement, Mr. Conklin will receive cash compensation of $275,000 per year and was granted 1,008,000 stock purchase options with an exercise price of $5.35 per share, vesting at the rate of 1/48th per month and exercisable on a cashless basis. The Conklin Employment Agreement may be terminated with or without cause, by the Company or by Mr. Conklin, subject to the rights and obligations contained therein. Mr. Conklin’s prior employment agreement expired on December 31, 2017.
On December 28, 2017, a warrant holder of exercised their outstanding Series R Warrant to purchase up to 468,750 shares of the Company’s common stock on a cashless basis, resulting in the issuance of 285,823 shares of common stock.
From December 1, 2017 through January 9, 2018, four individuals exercised a total of 104,167 stock purchase options on a cashless basis resulting in the issuance of 61,802 shares of common stock.
From December 1, 2017 through January 9, 2018, holders of our Series P Warrants exercised 1,500 warrants at an exercise price of $3.70 per share resulting in $5,550 to the Company and the issuance of 1,500 shares of common stock.
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 reports filedfilings 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,”“Company” “our Company,” and “SolarWindow” refer to SolarWindow Technologies, Inc., a Nevada corporation, and its consolidated subsidiaries.corporation.
Overview
We are a pre-revenue company developing proprietary SolarWindow™developer of transparent electricity generating coatings. SolarWindow™ organic photovoltaic (“OPV”)electricity-generating coatings, are usedand methods for their application to produce a device comprised ofvarious materials (collectively, “LiquidElectricity® Coatings”). When applied in ultra-thin layers that can be applied to rigid glass, and flexible glass and plastic surfaces. Our SolarWindow™ transparent electricity-generating coatings and technology issurfaces our LiquidElectricity® Coatings transform otherwise ordinary surfaces into photovoltaic devices capable of harvestinggenerating electricity from natural sun, artificial light, energy from the sun and artificial sourceslow, shaded, or reflected light conditions while maintaining transparency.
We have overcome major technical challenges and could potentially be used on anyachieved many important milestones resulting in an expansion of the more than 85 millionpotential applications of LiquidElectricity® Coatings which span multiple industries, including architectural, automotive, agrivoltaic, aerospace, commercial transportation and residential buildings inmarine. Our LiquidElectricity® Coatings are under development with support from commercial contract firms and at the United States alone. Our SolarWindow™ technology is the subjectU.S. Department of sixty (60) pending U.S. and international patent filings.
The development of our SolarWindow™ technology continues to advance under the Stevenson-WydlerEnergy’s National Renewable Energy Laboratory, through Cooperative Research and Development Agreement (the “NRELCRADA”) with the Alliance for Sustainable Energy, LLC (the “Alliance for Sustainable Energy”), which is the operator of The National Renewable Energy Laboratory (“NREL”).Agreements.
On August 2, 2017, we entered into a Process Integration and Production Agreement with TriView Glass Industries, LLC (“Triview”). Triview is a glass fabricator operating a manufacturing facility in City of Industry, California. The purpose and primary goals of agreement are to:
We have achieved numerous important milestones and overcome major technical challenges in the development of our SolarWindow™ technology, including the ability to generate electricity on glass while remaining transparent and the application of our coatings on to glass at room temperature and pressure.
A brief list of some of our more important milestones includes:
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We are currently developing “SolarWindow™ Products” derived from our SolarWindow™ technology designed to address several potential markets, including:
Our focus is on the development and deployment of SolarWindow™ Commercial, Structural, and Architectural glass products. Our product development efforts have produced early working prototypes for these applications, which we are sharing with potential commercialization partners. Commercialization of the SolarWindow™ technology will require significant further capital, product development and testing, and validation. This additional work should enable us to ascertain whether the SolarWindowTM technology can form the basis for a commercially viable technology or product and which products will be first to market.
SolarWindow™ Retrofit Veneer products are being developed as transparent, tinted, flexible and rigid veneers that can be applied directly on to existing windows. This expanded product line broadens our market reach beyond new and replacement installations, to include windows currently installed on the estimated five million commercial buildings constructed in the U.S. alone. This retrofit veneer product will be developed in parallel to the other SolarWindow™ Products currently undergoing further development.
In May 2017, our SolarWindow™ transparent electricity-generating coatings on glass were successfully processed through the rigorous autoclave system for window glass lamination at a commercial window fabricator. Layered with SolarWindow™ electricity-generating liquid coatings, glass modules were subjected to the extremely high heat and pressure of autoclave equipment located at the fabricator’s facility. Despite the SolarWindow™ modules being subjected to the harsh pressure and temperature conditions, subsequent performance testing confirmed that the modules continued to produce power.
We also developed the capability to integrate transparent SolarWindow™ coatings on to flexible glass. This presents new product opportunities for curved and non-flat surfaces in automotive, aircraft, and military applications. By applying SolarWindow™ coatings on to flexible glass and plastic and maintain the durability, scratch-resistance, and ease of maintenance of rigid glass.
We do not currently have any commercial products and there is no assurance that we will successfully be able to design, develop, manufacture, or sell any commercial products in the future. Our product development programs involve ongoing R&D and product development efforts, and the commitment of significant resources to support the extensive invention, design, engineering, testing, prototyping, and intellectual property initiatives carried-out by our contract engineers, scientists, and consultants.
We plan to market any SolarWindow™ Products we commercialize through co-marketing and co-promotion, licensing, and distribution arrangements with third party collaborators, to advance the technical development and subsequent commercialization of our SolarWindow™ products. We are actively seeking technology and product licensing, joint venture arrangements, and manufacturing process integration relationships with commercial partners and industry; and organizations which have established technical competencies, market reach, and mature distribution networks in the solar PV, building-integrated PV, and alternative and renewable energy market industries. We believe that this approach could provide immediate access to existing distribution channels which can increase market penetration and commercial acceptance of our products, and enable us to avoid expending significant funds for development of a large sales and marketing organization.
We cannot accurately predict the amount of funding or the time required to successfully commercialize or fabricate SolarWindow™ products. The actual cost and time required to commercialize our SolarWindow™ technology may vary significantly depending on, among other things, the results of our product development efforts; the cost of developing, acquiring, or licensing various enabling technologies; changes in the focus and direction of our business or product development plans; competitive and technological advances; the cost of patent filing, prosecuting, defending and enforcing claims; demonstrating compliance with regulations and standards; and manufacturing, marketing and other costs that may be associated with product fabrication. Because of this uncertainty, even if financing is available to us, we may secure insufficient funding to effectuate our business and/or product development plans.
As of November 30, 2017, we had working capital of $2,632,567 and cash of $2,802,044. Based upon current and near term anticipated level of operations and expenditures, we believe that cash on hand should be sufficient to enable us to continue operations through November 2018.
Management recognizes that in order for us to meet our capital requirements, and continue to operate, additional financing will be necessary. We expect to raise additional funds through private or public equity investment in order to expand the range and scope of our business operations. We will seek access to private or public equity markets but there is no assurance that such additional funds will be available for us to finance our operations on acceptable terms, if at all. If we are unable to raise additional capital or generate positive cash flow, it is unlikely that we will be able to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Research and Related Agreements
We are a party to certain agreements related to the development of our SolarWindow™ technology.
Process Integration and Production Agreement with TriView Glass Industries
On August 2, 2017, we entered into the PIPA Agreement with TriView. Triview is a glass fabricator operating a manufacturing facility in City of Industry, California. The purpose and primary goals of agreement are to:
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 the SolarWindow™our technology. Under terms of the NREL CRADA, NREL researchers will 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.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 January 16, 2013, we entered into a modification to the NREL CRADA for the purpose of extending the date pursuant to which NREL’s researchers will make use of our exclusive IP and NREL’s background IP.
On March 6, 2013, we entered into Phase II of our NREL CRADA with Alliance for Sustainable Energy.CRADA. Under the terms of the agreement, researchers will additionally work towards:
· | further improving |
· | optimizing electrical power (current and voltage) output; |
· | optimizing the application of the active layer coatings and application processes which make it possible for |
· | developing improved electricity-generating coatings by enhancing performance, processing, reliability, and durability; |
· | optimizing |
· | 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 entered intoexecuted another modification ofto 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 CRADA with Alliancewill work jointly towards achieving specific product development goals and objectives for Sustainable Energy, previously entered into between us and NREL. Thethe purpose of preparing to commercialize our OPV-based transparent electricity-generating coatings for various applications, including BIPV, glass and flexible plastics.
Over the Modification wascourse of our collaborative research and development efforts with the NREL under the CRADA, both parties have agreed to modifications to extend the date pursuant to which NREL’s researchers work towards specific product development goals. On November 21, 2017 theof completion. The Company and NREL have entered into aeleven such No Cost Time ExtensionExtensions (“NCTE”NCTE”) under the NREL CRADA with the Alliance for Sustainable Energy.. Under the terms of theeach NCTE, all terms and conditions of the NREL CRADA remain in full force and effect without change, with a new completionchange. The current NCTE was executed on December 6, 2021 and extends the date of completion to December 21, 2018. Specifically, we are preparing to commercialize our OPV-based SolarWindow™ transparent electricity-generating coatings for BIPV, and glass and flexible plastic applications. Under Modification, NREL and31, 2024. As of May 31, 2023, the Company will work jointly towards achieving specific commercialization goalshad a capitalized asset balance of $110,563 related to deferred research and objectives. As of November 30, 2017, the Company made $92,338 ofdevelopment costs for advances to Alliance for Sustainable Energy for work to be performed under the NREL CRADA, which is capitalized as deferred research and development costs on our balance sheet.CRADA.
14 |
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 May 31, 2023 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:
2023 compared to 2022 | ||||||||||||||||
Three Months Ended May 31, | Increase / | Percentage | ||||||||||||||
2023 | 2022 | (Decrease) | Change | |||||||||||||
Operating expenses: | ||||||||||||||||
Selling, general & administrative | $ | 359,204 | $ | 368,042 | $ | (8,838 | ) | -2 | % | |||||||
Research and development | 194,759 | 170,206 | 24,553 | 14 | % | |||||||||||
Stock compensation | 24,728 | 212,355 | (187,627 | ) | -88 | % | ||||||||||
Total Operating expense | $ | 578,691 | $ | 750,603 | $ | (171,912 | ) | -23 | % |
2023 compared to 2022 | ||||||||||||||||
Nine Months Ended May 31, | Increase / | Percentage | ||||||||||||||
2023 | 2022 | (Decrease) | Change | |||||||||||||
Operating expenses: | ||||||||||||||||
Selling, general & administrative | $ | 1,008,458 | $ | 1,539,239 | $ | (530,781 | ) | -34 | % | |||||||
Research and development | 576,531 | 627,950 | (51,419 | ) | -8 | % | ||||||||||
Stock compensation | 134,655 | 902,007 | (767,352 | ) | -85 | % | ||||||||||
Total Operating expenses | $ | 1,719,644 | $ | 3,069,196 | $ | (1,349,552 | ) | -44 | % |
Comparison of the three and nine months ended May 31, 2023 to the three and nine months ended May 31, 2022
Three Months Ended November 30, 2017 Compared with the Three Months Ended November 30, 2016
Operating Expenses
A summary of our operating expense for the three months ended November 30, 2017Selling, general and 2016 follows:
|
| Three Months Ended November 30, |
|
| Increase / |
|
| Percentage |
| |||||||
|
| 2017 |
|
| 2016 |
|
| (Decrease) |
|
| Change |
| ||||
Operating expense |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Selling, general and administrative |
| $ | 419,050 |
|
| $ | 597,690 |
|
| $ | (178,640 | ) |
|
| -30 |
|
Research and product development |
|
| 303,966 |
|
|
| 192,242 |
|
|
| 111,724 |
|
|
| 58 |
|
Stock compensation |
|
| 1,536,974 |
|
|
| 492,200 |
|
|
| 1,044,774 |
|
|
| 212 |
|
Total operating expense |
| $ | 2,259,990 |
|
| $ | 1,282,132 |
|
| $ | 977,858 |
|
|
| 76 |
|
Selling, General and Administrativeadministrative
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. The decrease duringDuring the three months ended November 30, 2017May 31, 2023, compared to the three months ended November 30, 2016, was primarilyMay 31, 2022, SG&A costs decreased due to a decreaselower personnel costs ($28,000), offset by increases in investor communications relatedprofessional fees and other administrative costs ($19,000). During the nine months ended May 31, 2023, compared to the nine months ended May 31, 2022, SG&A costs decreased due to lower personnel costs ($478,000), and professional fees.fees ($87,000), offset by increases of other administrative costs ($34,000).
Research and Product Developmentdevelopment
Research and Product Development (“R&PD&D”) costs represent costs incurred to develop our SolarWindow™SolarWindow® technology and are incurred pursuant to our research agreements and agreements with other third-party providers and certain internal R&PD&D cost allocations. Payments under these agreements include salaries and benefits for R&PD&D personnel, allocated overhead, contract services and other costs. R&PD&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. R&PD costs increased duringDuring the three months ended November 30, 2017May 31, 2023, compared to the three months ended November 30, 2016May 31, 2022, R&D costs increased primarily as a result of increasedan increase in CRADA costs. During the nine months ended May 31, 2023 compared to the nine months ended May 31, 2022, R&PD related to improving SolarWindow™ technology efficiency&D costs decreased primarily as a result of lower personnel costs ($100,000), offset by net increases in CRADA and transparency; optimizing electrical power (current and voltage) output; and improving performance, processing, reliability, and durability of SolarWindow™ coatings.other costs ($48,000).
Stock CompensationStock-based compensation
The Company grants stock options to its Directors,directors, employees and consultants and issues stock to its Directors.consultants. Stock compensation represents the expense associated with the amortization of our stock options and issuance of common stockoptions. Expense associated with equity basedequity-based transactions is calculated and expensed in our financial statements as required pursuant to various accounting rules and is non-cash in nature..nature. Stock based compensation expense increased during the three months ended November 30, 2017 compareddecreased primarily due to current year expense excluding compensation expense related to the three months ended November 30, 2016 due to the grant of 255,000 options and issuance of 210,000 shares of common stock to our directors. In the prior year, the Company issued 120,000 shares to the Board valued at $393,600 compared to the current quarter Board share issuance of 210,000 shares valued at $1,022,700. Additionally, in the prior year, the Company issued 35,0002,500,000 stock purchase options with vesting related expense of $47,000 compared to the grant of 255,000 stock purchase optionsgranted in the currentfourth quarter with vesting related expense of $493,000.fiscal year ended August 31, 2020 to Mr. John Rhee, former President, CEO and Chairman.
Other Income (Expense)Net loss from continuing operations
A summary of our other income (expense)Consolidated net loss from continuing operations decreased $245,303 to $499,439 for the three months ended November 30, 2017May 31, 2023 as compared to a net loss of $744,742 in the same period of the prior year. Consolidated net loss from continuing operations decreased $1,488,889 to $1,548,784 for the nine months ended May 31, 2023 as compared to a net loss of $3,037,673 in the same period of the prior year. The decrease for the three and 2016 follows:nine months ended May 31, 2023 compared to 2022 is primarily due to lower costs related to stock compensation, personnel, and professional fees.
|
| Three Months Ended November 30, |
|
|
| |||||||
|
| 2017 |
|
| 2016 |
|
| Change |
| |||
Other income (expense) |
|
|
|
|
|
|
|
|
| |||
Interest expense |
| $ | (94,016 | ) |
| $ | (76,338 | ) |
| $ | 17,678 |
|
Accretion of debt discount |
|
| (345,147 | ) |
|
| (364,059 | ) |
|
| (18,912 | ) |
Total other income (expense) |
| $ | (439,163 | ) |
| $ | (440,397 | ) |
| $ | (1,234 | ) |
Net loss from discontinued operations
“Interest expense” relatesNet loss from discontinued operations of $54,810 in the three months ended May 31, 2023 is primarily comprised of costs related to legal fees. Net loss from discontinued operations of $259,320 in the stated interestnine months ended May 31, 2023 is primarily comprised of our outstanding debt. “Accretioncosts related to legal and accounting fees ($148,418), other SG&A ($94,658), and R&D ($16,253).
Net loss from discontinued operations of debt discount” represents$259,320 in the accretionnine months ended May 31, 2023 is primarily comprised of costs related to legal and accounting fees ($148,418), other SG&A ($94,658), and R&D ($16,253). Net loss from discontinued operations of $1,302,771 in the discount appliednine months ended May 31, 2022 is primarily comprised of costs related to our outstanding debt as a result of the issuance and modification of detachable warrantsSG&A ($523,027), R&D ($105,647) and the beneficial conversion feature contained in our notes.impairment of assets ($674,200).
Liquidity and Capital Resources
We have a retained deficit of $41,728,905 through November 30, 2017. Included in the deficitOur primary cash needs are non-cash expenses totaling $16,415,735 relating to the issuance of stock for services, compensatory stock options, warrants granted for valuepersonnel, professional and accretion of debt discount. Due to the “start-up” nature of our business, we expect to incur losses as we continue development of our technologiesR&D related fees and products.
These conditions raise substantial doubt about our ability to continue as a going concern. Management recognizes that in order for us to meet our capital requirements, and continue to operate, additional financing will be necessary. We expect to raise additional funds through private or public equity investment in order to maintain and/or expand the range and scope of our business operations; however, there is no assurance that such additional funds will be available for us on a timely basis or acceptable terms, if at all. If we are unable to raise additional capital when needed or generate positive cash flow, it is unlikely that we will be able to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
other administrative costs. Our principal sourcesources of liquidity is cash in the bank. On November 30, 2017, we had aare cash and short-term investments. As of May 31, 2023, the Company had cash, equivalent balancecash equivalents, and short-term investments of $2,802,044.$6,493,271. We have financed our operations primarily from the sale of equity and debt securities. We currently do not have any agreements with any third party regarding a potential financing.
NetThe following table presents a summary of our cash flows for the periods indicated:
Nine Months Ended May 31, | 2023 compared | |||||||||||
2023 | 2022 | to 2022 | ||||||||||
Net cash used in operating activities | $ | (1,584,073 | ) | $ | (2,878,836 | ) | $ | 1,294,763 | ||||
Net cash provided by (used) in investing activities | (6,000,000 | ) | 4,398,402 | (10,398,402 | ) | |||||||
Effect of exchange rate changes on cash | (505 | ) | (14,527 | ) | 14,022 | |||||||
Net increase (decrease) in cash and cash equivalents | $ | (7,584,578 | ) | $ | 1,505,039 | $ | (9,089,617 | ) |
Operating Activities - Operating activities consist of net loss adjusted for certain non-cash items, including depreciation, stock-based compensation expense, impairments and the effect of changes in working capital. The amount of cash used in operating activities was $671,985 during the threenine months ended November 30, 2017, compared to net cash used in operating activities of $727,160 during the three months ended November 30, 2016. Cash used in operating activities decreased during the three months ended November 30, 2017 due to less cash used for investor communications and professional fees.
Net cash used in investing activities was $0 during the three months ended November 30, 2017 and 2016.
Net cash provided by financing activities was $2,803,176 during the three months ended November 30, 2017,May 31, 2023 compared to cash used of $18,146 during the threenine months ended November 30, 2016. Cash provided by financing activities duringMay 31, 2022 decreased $1,294,763 due to an approximate decrease in cash layouts related to the three months ended November 30, 2017 was from exercise of 80,000 Series O Warrants for proceeds of $248,000Korea office ($518,000), US based personnel ($578,000), and the September 29, 2017 private placement of 821,600 units of our securities resulting in proceeds of $2,555,176. Cash used by financing activities during the three months ended November 30, 2016 was from the re-payment of the bridge loan.working capital items ($199,000).
Investing Activities - We have used cash primarily for liquid short-term investments, purchases of furniture, office equipment, leasehold improvements, and computers. During February 2023, we purchased $5,500,000 of twelve-month term deposits and $500,000 of a six-month term deposit. During 2022, the Company redeemed a $5,000,000 term deposit offset by $601,598 of capital expenditures.
Indebtedness
None.
Other Contractual Obligations
In addition to our contractual obligations under the research agreements, as of November 30, 2017, we have lease payments of $1,200 each month under our month-to-month corporate office operating lease.None.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.
Recently Issued Accounting PronouncementsRecent accounting pronouncements not yet adopted
See Note 1 to our Consolidated Financial Statements for more information regarding recent accounting pronouncements and their impact2 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 our Quarterly Report on Form 10-Q for the three and nine months ended May 31, 2023.
Related Party Transactions
See Note 8 to our consolidated financial position.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.
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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 the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conductedcarried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e)for the Company and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”),its subsidiaries as of the end of the period covered by this quarterly report.May 31, 2023. Based on thisthat evaluation, our ChiefActing Principal Executive Officer and ChiefPrincipal Financial Officer concluded that as of November 30, 2017, that our disclosure controls and procedures at the subsidiary level were not effective suchat a reasonable assurance level as of May 31, 2023, 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 information required to be disclosed indegree of compliance with the policies or procedures may deteriorate.
As of May 31, 2023, our United States Securities and Exchange Commission (the “SEC”) reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to our management, including our ChiefActing Principal Executive Officer and ChiefPrincipal 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 May 31, 2023 because of the material weaknesses described below.
Management identified control deficiencies at the subsidiary level that constituted material weaknesses. A “material weakness”, as appropriatedefined 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 May 31, 2023:
The degree of compliance with established policies and procedures had deteriorated at the Korean Subsidiary. Due to allowjurisdictional challenges of operating the Korean Subsidiary from the U.S., the Company relied upon the cooperation of the Korean Subsidiaries former 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 former 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.
18 |
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 was 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 decisions regarding required disclosure.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 May 31, 2023 and the Date of this Quarterly Report
Management has retained counsel in South Korea to provide legal services with respect to the recovery of its 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. However, management believes that the remedies noted above, including the removal of the former Korean Subsidiary management, installation of trusted individuals, and the engagement of professional accountants during the Company’s fourth quarter will have a positive material impact on the Company’s internal control over financial reporting as of its year ended August 31, 2023.
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.
19 |
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.
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: | |||
/ | |||
| |||
| |||
Vice President | |||
(Acting Principal Executive | |||
Date: | October 10, 2023 | ||
| |||
By: | /S/ Justin Frere | ||
Justin Frere, CPA | |||
Interim Chief Financial Officer | |||
(Principal Financial Officer) | |||
Date: | October 10, 2023 |
|
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