-3 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE
10, 2021
REGISTRATION NO. 333-__________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SolarWindow Technologies, Inc.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation or organization)
59-3509694
I.R.S. Employer Identification Number
430 Park Avenue, Suite 702
New York, NY 10022
(800) 213-0689
(Address, including zip code, and telephone number, including area
code of registrant’s principal executive offices)
Corporate Creations Network, Inc.
3260 N. Hayden Road, #210
Scottsdale, Arizona 85251
(480) 993-2162
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Copies to:
Joseph Sierchio, Esq.
Sierchio Law, LLP
430 Park Avenue, Suite 702
New York, New York 10022
Telephone: (212) 246-3030
Facsimile: (212) 300-6356
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this registration statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following box: ☐
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only
in connection with dividend or interest reinvestment plants, check the following box: ☒
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction
I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e)
under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement
filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant
to Rule 413(b) under the Securities Act, check the following box. ☐
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”, “smaller reporting company” and “emerging
growth company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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Smaller reporting company
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☒
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Emerging growth company
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☐
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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 7(a)(2)(B) of Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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Proposed
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Proposed
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maximum
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maximum
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Amount
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offering
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aggregate
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Amount of
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to be
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price
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offering
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registration
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Title of each class of Securities to be registered
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registered(1)
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per unit
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price (2)
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fee(3)
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Common stock, par value $0.001 per share
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—
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—
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—
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$5,455
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Preferred stock, par value $0.001 per share
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—
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—
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—
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—
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Warrants(4)
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—
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—
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—
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—
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Units(5)
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—
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—
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—
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—
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Total
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—
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—
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$
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50,000,000
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$
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$5,455
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(1) There are being registered hereunder such
indeterminate number of shares of common stock, preferred stock, and warrants to purchase common stock or preferred stock, as shall
have an aggregate initial offering price not to exceed $50,000,000. The securities registered also include such indeterminate amounts
and numbers of common stock and preferred stock as may be issued upon conversion of or exchange for preferred stock that provide
for conversion or exchange, upon exercise of warrants, or pursuant to the anti-dilution provisions of any such securities.
(2) In no event will the aggregate offering
price of all securities issued from time to time pursuant to this registration statement exceed $50,000,000.
(3) Calculated pursuant to Rule 457(o) under
the Securities Act. The total amount is being paid herewith.
(4) Includes any warrants to purchase common
stock and any warrants to purchase preferred stock.
(5) Any of the securities registered hereunder
may be sold separately, or as units with other securities registered hereby. We will determine the proposed maximum offering price
per unit when we issue the above listed securities. The proposed maximum per unit and aggregate offering prices per class of securities
will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered
under this registration statement and is not specified as to each class of security pursuant to General Instruction II.D of Form
S-3 under the Securities Act.
The registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically
states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act
of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
The information in this prospectus is not complete
and may be changed. We may not sell these securities until the registration statement relating to these securities that has been
filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it
is not soliciting an offer to buy these securities in any State where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED JUNE 10, 2021
Prospectus
$50,000,000
SolarWindow Technologies, Inc.
COMMON STOCK, PREFERRED STOCK, WARRANTS AND UNITS
We may from time to time, in one or more offerings at prices and
on terms that we will determine at the time of each offering, sell common stock, preferred stock, warrants, or a combination of
these securities, or units, for an aggregate initial offering price of up to $50,000,000. This prospectus describes the general
manner in which our securities may be offered using this prospectus. Each time we offer and sell securities, we will provide you
with a prospectus supplement that will contain specific information about the terms of that offering. Any prospectus supplement
may also add, update, or change information contained in this prospectus. You should carefully read this prospectus and the applicable
prospectus supplement as well as the documents incorporated or deemed to be incorporated by reference in this prospectus before
you purchase any of the securities offered hereby.
This prospectus may not be used to offer and sell securities
unless accompanied by a prospectus supplement.
Our common stock is currently traded on the OTC Markets Group Inc.’s
OTC Pink-Current Information tier (“OTC Pink”) under the symbol “WNDW.” On June 9, 2021,
the last reported sales price for our common stock was $7.94 per share. The prospectus supplement will contain information, where
applicable, as to any other listing of the securities on the OTC Pink or any other securities market or exchange covered by the
prospectus supplement.
We may offer the securities directly or through agents or to or
through underwriters or dealers. If any agents or underwriters are involved in the sale of the securities their names, and any
applicable purchase price, fee, commission or discount arrangement between or among them, will be set forth, or will be calculable
from the information set forth, in an accompanying prospectus supplement. We can sell the securities through agents, underwriters
or dealers only with delivery of a prospectus supplement describing the method and terms of the offering of such securities. See
“Plan of Distribution.”
INVESTING IN OUR SECURITIES INVOLVES SUBSTANTIAL RISKS. YOU
SHOULD CONSIDER THE “RISK FACTORS” ON PAGE 4 OF THIS PROSPECTUS, IN THE DOCUMENTS THAT ARE INCORPORATED BY REFERENCE
INTO THIS PROSPECTUS AND, IF APPLICABLE, IN RISK FACTORS DESCRIBED IN THE ACCOMPANYING PROSPECTUS SUPPLEMENT BEFORE BUYING ANY
OF OUR SECURITIES.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
This prospectus is dated ___________, 2021
Table of Contents
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Page No.
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ABOUT THIS PROSPECTUS
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1
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
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2
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ABOUT SOLARWINDOW
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3
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RISK FACTORS
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USE OF PROCEEDS
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4
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DESCRIPTION OF SECURITIES
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4
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General
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4
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Description of Common Stock
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4
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Description of Preferred Stock
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5
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Description of Warrants
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6
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Description of Units
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7
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PLAN OF DISTRIBUTION
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7
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General
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7
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Sale Through Underwriters or Dealers
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8
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Direct Sales and Sales Through Agents
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8
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Delayed Delivery Contracts
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8
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Continuous Offering Program
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8
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Market Making, Stabilization and Other Transactions
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9
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General Information Regarding Agents, Underwriters, and Dealers
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LEGAL MATTERS
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EXPERTS
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WHERE YOU CAN FIND MORE INFORMATION
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
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10
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed
with the Securities and Exchange Commission, or SEC, using a “shelf” registration process. Under this shelf registration
process, we may sell any combination of the securities described in this prospectus in one of more offerings up to a total dollar
amount of proceeds of $50,000,000.
This prospectus describes the general manner in which our securities
may be offered by this prospectus. Each time we sell securities, we will provide a prospectus supplement that will contain specific
information about the terms of that offering. The prospectus supplement may also add, update or change information contained in
this prospectus or in documents incorporated by reference in this prospectus. The prospectus supplement that contains specific
information about the terms of the securities being offered may also include a discussion of certain U.S. Federal income tax consequences
and any risk factors or other special considerations applicable to those securities.
To the extent that any statement that we make in a prospectus supplement
is inconsistent with statements made in this prospectus or in documents incorporated by reference in this prospectus, you should
rely on the information in the prospectus supplement. You should carefully read both this prospectus and any prospectus supplement
together with the additional information described under “Where You Can Find More Information” before buying
any securities in this offering.
You should rely only on the information contained or
incorporated by reference in this prospectus or any prospectus supplement. We have not authorized anyone to provide you with
information different from that contained or incorporated by reference into this prospectus. If any person does provide you
with information that differs from what is contained or incorporated by reference in this prospectus, you should not rely on
it. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in
this prospectus. You should assume that the information contained in this prospectus or any prospectus supplement is accurate
only as of the date on the front of the document and that any information contained in any document that we have incorporated
by reference is accurate only as of the date of the document incorporated by reference, regardless of the time of delivery of
this prospectus or any prospectus supplement or any sale of a security. These documents are not an offer to sell or a
solicitation of an offer to buy these securities in any circumstances under which the offer or solicitation is unlawful.
This prospectus contains references to our trademarks, trade
names and service marks, which are protected under applicable intellectual property laws and are our property. This
prospectus also contains trademarks, trade names and service marks of other companies, which are the property of their
respective owners. Solely for convenience, trademarks, trade names and service marks referred to in this prospectus may
appear without the ®, ™ or SM symbols, but such references are not intended to
indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the
applicable licensor to these trademarks, trade names and service marks. We do not intend our use or display of other
parties’ trademarks, trade names or service marks to imply, and such use or display should not be construed to imply, a
relationship with, or endorsement or sponsorship of us by, these other parties.
Unless the context suggests otherwise, all
references in this prospectus to “we,” “us,” “our,”
“Company,” “our Company” and “SolarWindow” refer to SolarWindow
Technologies, Inc. and its consolidated subsidiaries.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and any accompanying prospectus
supplement, or some of the information incorporated herein by reference, contains statements that are forward-looking and as such
are not historical facts. These forward-looking statements include, without limitation, statements regarding future financial performance,
business strategies, expansion plans, future results of operations, estimated revenues, losses, projected costs, prospects, plans
and objectives of management. These forward-looking statements are based on our management’s current expectations, estimates,
projections and beliefs, as well as a number of assumptions concerning future events, and are not guarantees of performance. Such
statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this prospectus
and any accompanying prospectus supplement, words such as “may,” “should,” “could,” “would,”
“expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,”
“continue,” “project” or the negative of such terms or other similar expressions may identify forward-looking
statements, but the absence of these words does not mean that a statement is not forward-looking.
These statements involve estimates, assumptions
and uncertainties that could cause actual results to differ materially from those expressed in them. Any forward-looking statements
are qualified in their entirety by reference to the risk factors described in the applicable prospectus supplement or in any document
incorporated by reference herein or therein. These factors include, among others:
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our ability to obtain financing on acceptable terms or in amounts sufficient to permit us to execute on our business plan;
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our ability to continue to successfully develop our existing and new technologies; our ability to compete successfully;
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our ability to continue to develop, protect and promote our proprietary technologies;
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our ability to successfully defend our proprietary technology against third parties;
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our ability to comply with the additional laws and regulations that apply to us;
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our ability to generate revenues from our operations and we may have to cease doing business;
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our ability to enhance and maintain our reputation and brand strength relative to our competitors;
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our ability to consummate strategic transactions, including, licenses, joint ventures, development partnerships, and acquisitions;
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our ability to cost-effectively manage and grow our operations;
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our ability to use our ability to comply with laws and regulations that apply to us;
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future litigation against us, including infringement of intellectual property and product liability exposure; our ability to
retain key employees;
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impacts resulting from or relating to the COVID-19 pandemic and actions taken to contain it;
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business interruptions;
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the liquidity and trading volume of our common stock;
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the concentration of ownership of our common stock;
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the political, economic and other conditions affecting other countries; and,
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the enhanced competition in the markets in which we seek operate.
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These forward-looking statements
are based on the current beliefs and expectations of our management and are subject to significant risks and uncertainties. If
underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results may differ materially from
current expectations and projections. Factors that might cause such a difference include those discussed in Part I, Item 1A, “Risk
Factors,” in our Annual Report on Form 10-K for the year ended August 31, 2020, as well as those discussed
in this prospectus, and the documents incorporated by reference into this prospectus, or any prospectus supplement. You are cautioned
not to place undue reliance on these forward-looking statements, which speak only as of the date of this prospectus or, in the
case of documents referred to or incorporated by reference, the date of those documents. All subsequent written or oral forward-looking
statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements
contained or referred to in this section. We do not undertake any obligation to release publicly any revisions to these forward-looking
statements to reflect events or circumstances after the date of this prospectus or to reflect the occurrence of unanticipated events,
except as may be required under applicable U.S. securities law. If we do update one or more forward-looking statements, no inference
should be drawn that we will make additional updates with respect to those or other forward-looking statements.
ABOUT SOLARWINDOW
The following summary highlights certain information contained
elsewhere in, or incorporated by reference into, this prospectus and does not contain all of the information that you should consider
before investing in our shares. We urge you to read this entire prospectus carefully, including the section entitled “Risk
Factors” and the consolidated financial statements and related notes and other documents incorporated by reference into this
prospectus, before making an investment decision.
We were incorporated in the State of Nevada on May 5, 1998,
under the name “Octillion Corp.” On December 2, 2008, we amended our Articles of Incorporation to effect a change of
name to New Energy Technologies, Inc. Effective as of March 9, 2015, we amended our Articles of Incorporation to change our name
to SolarWindow Technologies, Inc.
Our executive office is located at 430 Park Avenue, Suite 702,
New York, New York 10022. Our telephone number is (800) 213-0689; our email is info@solarwindow.com. Our website is www.solarwindow.com.
Information contained on our web site (or any other website) does not constitute part of this prospectus.
Our operations are conducted primarily from our offices in the
Republic of South Korea, located at JA-1022HO 10F, 338, Gwanggyojungang-ro, Suji-gu, Yongin-si, Gyeonggi-do, Republic of Korea
(the “Korean Office”). Our staff in the Korean Office consists of four individuals, including John Rhee, President
and Director of both SolarWindow Technologies, Inc. and SolarWindow Asia Co., Ltd. All of our officers, employees and consultants
based outside of the Republic of South Korea currently work remotely.
Our research and development activities are conducted at the
U.S. Department of Energy’s National Renewable Energy Laboratories in Golden, Colorado pursuant to a Cooperative Research
and Development Agreement.
We are a pre-revenue company developing proprietary transparent
electricity-generating coatings, and methods for their application to various materials (“LiquidElectricity™ Coatings”).
When applied to materials such as glass and plastics, our LiquidElectricity™ Coatings generate electricity by harvesting
light energy from natural sun, artificial light, and low, shaded, or reflected light conditions.
We apply ultra-thin layers of LiquidElectricity™ Coatings
to rigid glass, and flexible glass and plastic surfaces where they transform otherwise ordinary surfaces into organic photovoltaic
devices. When applied to otherwise ordinary glass, for example, these coatings generate electricity, producing power under natural,
artificial, low, shaded, and reflected light conditions. Potential applications of our LiquidElectricity™ Coatings span multiple
industries, including architectural, automotive, agrivoltaic (greenhouse agriculture), aerospace, commercial transportation and
marine.
We have achieved important milestones and overcome major technical
challenges in order to broaden the range of materials and products that we can coat to generate electricity. Our goals in developing
electricity-generating products have included ensuring transparency and esthetics, optimizing power generation, and lowering the
costs of our coating materials and their related application.
The subject of over 90 granted and
in-process trademark and patent filings, our coatings and application processes and technologies can be applied to generate electricity
on building facades, balcony railings, curtain walls, skylights, and shading systems, as well as automotive, truck, marine and
aircraft applications, and consumer products and military uses.
RISK FACTORS
Investing in our securities involves a high degree of risk. Before
making an investment decision, you should consider carefully the risks, uncertainties and other factors described in our most recent
Annual Report on Form 10-K, as supplemented and updated by subsequent quarterly reports on Form 10-Q and current reports on Form
8-K that we have filed or will file with the SEC, which are incorporated by reference into this prospectus.
Our business, affairs, prospects, assets, financial
condition, results of operations and cash flows could be materially and adversely affected by these risks. For more information
about our SEC filings, please see “Where You Can Find More Information.”
USE OF PROCEEDS
Unless otherwise indicated in a prospectus supplement, we intend
to use the net proceeds from the sale of the securities under this prospectus for general corporate purposes, including working
capital.
DESCRIPTION OF SECURITIES
General
Our authorized capital stock consists of 300,000,000
shares of common stock, par value $0.001 per share, and 1,000,000 shares of preferred stock, par value $0.10 per share. As of the
date of this prospectus there were 53,196,799 shares of our common stock issued and outstanding and no shares of preferred
stock issued and outstanding.
Description of Common Stock
Subject to any special voting rights of any
series of preferred stock that we may issue in the future, each holder is entitled to one vote for each share held on all matters
to be voted upon by the stockholders, including the election of directors. The shares of common stock do not have cumulative voting
rights. This means that the holders of more than 50% of the shares of common stock can elect all of our directors, subject to the
rights of any outstanding series of preferred stock. The holders of common stock are entitled to receive a pro-rata share
of dividends, if any, as may be declared from time to time by the board out of funds legally available for the payment of dividends,
subject to any preferential dividend rights of any outstanding series of preferred stock.
The holders of common stock are entitled to
receive a pro-rata share of dividends, if any, as may be declared from time to time by the board out of funds legally available
for the payment of dividends, subject to any preferential dividend rights of any outstanding series of preferred stock.
In the event of our liquidation, dissolution,
or winding up, the holders of common stock are entitled to share pro-rata in all assets remaining after payment of our liabilities
and subject to the prior rights of any outstanding series of preferred stock. Shares of common stock have no preemptive, conversion,
or other subscription rights. There are no redemption or sinking fund provisions applicable to our common stock.
Registration rights
Certain of our common stockholders are
entitled to rights with respect to the registration of such shares under the Securities Act, as described below. We refer to these
shares collectively as registrable securities. These rights are provided under the terms of our amended and restated investors’
rights agreement, which is included as an exhibit to the registration statement of which this prospectus forms a part. The
registration rights described above will expire, with respect to any particular holder of these rights, on the earlier of the fifth
anniversary of our initial public offering or with respect to each holder, such time following this offering as all registrable
securities of such holder may be sold within a three-month period pursuant to Rule 144.
Transfer Agent and Registrar
The transfer agent and registrar for our common stock is Worldwide
Stock Transfer, LLC.
Listing
Our common stock is currently traded on the OTC Pink under the symbol
“WNDW.”
Description of Preferred Stock
Our Board is authorized, subject to certain
limitations prescribed by law, without further stockholder approval, to issue from time to time up to an aggregate of 1,000,000
shares of preferred stock in one or more series and to fix or alter the designations, preferences, rights and any qualifications,
limitations or restrictions of the shares of each such series thereof, including the dividend rights, dividend rates, conversion
rights, voting rights and terms of redemption of shares constituting any series or designations of such series
The rights of holders of our common stock may
be subject to, and adversely affected by, the rights of the holders of any preferred stock that may be issued in the future.
The issuance of preferred stock may have the
effect of delaying, deferring or preventing a change of control and may adversely affect the voting and other rights of holders
of our common stock.
A prospectus supplement relating to any series of preferred stock
being offered will include specific terms relating to the offering. Such prospectus supplement will include:
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the
title and stated or par value of the preferred stock;
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the number of shares of the preferred stock
offered, the liquidation preference per share and the offering price of the preferred stock;
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the dividend rate(s), period(s) and/or payment
date(s) or method(s) of calculation thereof applicable to the preferred stock;
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whether dividends shall be cumulative or
non-cumulative and, if cumulative, the date from which dividends on the preferred stock shall accumulate;
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the
provisions for a sinking fund, if any, for the preferred stock;
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any
voting rights of the preferred stock;
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the
provisions for redemption, if applicable, of the preferred stock;
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any
listing of the preferred stock on any securities exchange;
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the terms and conditions, if applicable,
upon which the preferred stock will be convertible into our common stock, including the conversion price or the manner
of calculating the conversion price and conversion period;
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if appropriate, a discussion of Federal income
tax consequences applicable to the preferred stock; and
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any
other specific terms, preferences, rights, limitations or restrictions of the preferred stock.
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The terms, if any, on which the preferred stock may be convertible
into or exchangeable for our common stock will also be stated in the preferred stock prospectus supplement. The terms will include
provisions as to whether conversion or exchange is mandatory, at the option of the holder or at our option, and may include provisions
pursuant to which the number of shares of our common stock to be received by the holders of preferred stock would be subject to
adjustment.
Description of Warrants
We may issue warrants for the purchase of preferred stock or
common stock. Warrants may be issued independently or together with any preferred stock or common stock, and may be attached to
or separate from any offered securities. Each series of warrants will be issued under a separate warrant agreement to be entered
into between a warrant agent specified in the agreement and us. The warrant agent will act solely as our agent in connection with
the warrants of that series and will not assume any obligation or relationship of agency or trust for or with any holders or beneficial
owners of warrants. This summary of some provisions of the securities warrants is not complete. You should refer to the securities
warrant agreement, including the forms of securities warrant certificate representing the securities warrants, relating to the
specific securities warrants being offered for the complete terms of the securities warrant agreement and the securities warrants.
The securities warrant agreement, together with the terms of the securities warrant certificate and securities warrants, will be
filed with the SEC in connection with the offering of the specific warrants.
The applicable prospectus supplement will describe the following
terms, where applicable, of the warrants in respect of which this prospectus is being delivered:
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the
title of the warrants;
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the
aggregate number of the warrants;
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the
price or prices at which the warrants will be issued;
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the designation, amount and terms of the offered securities
purchasable upon exercise of the warrants;
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if applicable, the date on and after which the warrants
and the offered securities purchasable upon exercise of the warrants will be separately transferable;
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the terms of the securities purchasable upon exercise
of such warrants and the procedures and conditions relating to the exercise of such warrants;
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any provisions for adjustment of the number or amount
of securities receivable upon exercise of the warrants or the exercise price of the warrants;
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●
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the price or prices at which and currency or currencies
in which the offered securities purchasable upon exercise of the warrants may be purchased;
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●
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the date on which the right to exercise the warrants
shall commence and the date on which the right shall expire;
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●
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the
minimum or maximum amount of the warrants that may be exercised at any one time;
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●
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information
with respect to book-entry procedures, if any;
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●
|
if
appropriate, a discussion of Federal income tax consequences; and
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●
|
any other material terms of the warrants, including terms,
procedures and limitations relating to the exchange and exercise of the warrants.
|
Warrants for the purchase of common stock or preferred stock will
be offered and exercisable for U.S. dollars only. Warrants will be issued in registered form only.
Upon receipt of payment and the warrant certificate properly completed
and duly executed at the corporate trust office of the warrant agent or any other office indicated in the applicable prospectus
supplement, we will, as soon as practicable, forward the purchased securities. If less than all of the warrants represented by
the warrant certificate are exercised, a new warrant certificate will be issued for the remaining warrants.
Prior to the exercise of any securities warrants to purchase preferred
stock or common stock, holders of the warrants will not have any of the rights of holders of the common stock or preferred stock
purchasable upon exercise, including in the case of securities warrants for the purchase of common stock or preferred stock, the
right to vote or to receive any payments of dividends on the preferred stock or common stock purchasable upon exercise.
Description of Units
As specified in the applicable prospectus supplement, we may issue
units consisting of shares of common stock, shares of preferred stock or warrants or any combination of such securities.
The applicable prospectus supplement will specify the following terms
of any units in respect of which this prospectus is being delivered:
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●
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the terms of the units and of any of the common stock,
preferred stock and warrants comprising the units, including whether and under what circumstances the securities comprising
the units may be traded separately;
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|
●
|
a
description of the terms of any unit agreement governing the units; and
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●
|
a
description of the provisions for the payment, settlement, transfer or exchange of the units.
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PLAN OF DISTRIBUTION
General
We may sell the securities offered through this prospectus (i) to
or through underwriters or dealers, (ii) directly to purchasers, including our affiliates, (iii) through agents, or (iv)
through a combination of any these methods. The securities may be distributed at a fixed price or prices, which may be changed,
market prices prevailing at the time of sale, prices related to the prevailing market prices, or negotiated prices. The prospectus
supplement will include the following information:
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●
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the
terms of the offering;
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●
|
the
names of any underwriters or agents;
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●
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the
name or names of any managing underwriter or underwriters;
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●
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the
purchase price of the securities;
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●
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any
over-allotment options under which underwriters may purchase additional securities from us;
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●
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the
net proceeds from the sale of the securities;
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●
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any
delayed delivery arrangements;
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●
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any underwriting discounts, commissions and other items
constituting underwriters’ compensation;
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●
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any
initial public offering price;
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●
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any
discounts or concessions allowed or reallowed or paid to dealers;
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●
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any
commissions paid to agents; and
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●
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any
securities exchange or market on which the securities may be listed.
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Sale Through Underwriters or Dealers
Only underwriters named in the prospectus supplement are underwriters
of the securities offered by the prospectus supplement.
If underwriters are used in the sale, the underwriters will acquire
the securities for their own account, including through underwriting, purchase, security lending or repurchase agreements with
us. The underwriters may resell the securities from time to time in one or more transactions, including negotiated transactions.
Underwriters may sell the securities in order to facilitate transactions in any of our other securities (described in this prospectus
or otherwise), including other public or private transactions and short sales. Underwriters may offer securities to the public
either through underwriting syndicates represented by one or more managing underwriters or directly by one or more firms acting
as underwriters. Unless otherwise indicated in the prospectus supplement, the obligations of the underwriters to purchase the securities
will be subject to certain conditions, and the underwriters will be obligated to purchase all the offered securities if they purchase
any of them. The underwriters may change from time to time any initial public offering price and any discounts or concessions allowed
or reallowed or paid to dealers.
If dealers are used in the sale of securities offered through this
prospectus, we will sell the securities to them as principals. They may then resell those securities to the public at varying prices
determined by the dealers at the time of resale. The prospectus supplement will include the names of the dealers and the terms
of the transaction.
Direct Sales and Sales Through Agents
We may sell the securities offered through this prospectus directly.
In this case, no underwriters or agents would be involved. Such securities may also be sold through agents designated from time
to time. The prospectus supplement will name any agent involved in the offer or sale of the offered securities and will describe
any commissions payable to the agent. Unless otherwise indicated in the prospectus supplement, any agent will agree to use its
reasonable best efforts to solicit purchases for the period of its appointment.
We may sell the securities directly to institutional investors or
others who may be deemed to be underwriters within the meaning of the Securities Act with respect to any sale of those securities.
The terms of any such sales will be described in the prospectus supplement.
Delayed Delivery Contracts
If the prospectus supplement indicates, we may authorize agents,
underwriters or dealers to solicit offers from certain types of institutions to purchase securities at the public offering price
under delayed delivery contracts. These contracts would provide for payment and delivery on a specified date in the future. The
contracts would be subject only to those conditions described in the prospectus supplement. The applicable prospectus supplement
will describe the commission payable for solicitation of those contracts.
Continuous Offering Program
Without limiting the generality of the foregoing, we may enter into
a continuous offering program equity distribution agreement with a broker-dealer, under which we may offer and sell shares of our
common stock from time to time through a broker-dealer as our sales agent. If we enter into such a program, sales of the shares
of common stock, if any, will be made by means of ordinary brokers’ transactions on the OTC Pink or other market on which
are shares may then trade at market prices, block transactions and such other transactions as agreed upon by us and the broker-dealer.
Under the terms of such a program, we also may sell shares of common stock to the broker-dealer, as principal for its own account
at a price agreed upon at the time of sale. If we sell shares of common stock to such broker-dealer as principal, we will enter
into a separate agreement with such broker-dealer, and we will describe this agreement in a separate prospectus supplement or pricing
supplement.
Market Making, Stabilization and Other Transactions
Unless the applicable prospectus supplement states otherwise, other
than our common stock, all securities we offer under this prospectus will be a new issue and will have no established trading market.
We may elect to list offered securities on an exchange or in the over-the-counter market. Any underwriters that we use in the sale
of offered securities may make a market in such securities, but may discontinue such market making at any time without notice.
Therefore, we cannot assure you that the securities will have a liquid trading market.
Any underwriter may also engage in stabilizing transactions, syndicate
covering transactions and penalty bids in accordance with Rule 104 under the Securities Exchange Act. Stabilizing transactions
involve bids to purchase the underlying security in the open market for the purpose of pegging, fixing or maintaining the price
of the securities. Syndicate covering transactions involve purchases of the securities in the open market after the distribution
has been completed in order to cover syndicate short positions.
Penalty bids permit the underwriters to reclaim a selling concession
from a syndicate member when the securities originally sold by the syndicate member are purchased in a syndicate covering transaction
to cover syndicate short positions. Stabilizing transactions, syndicate covering transactions and penalty bids may cause the price
of the securities to be higher than it would be in the absence of the transactions. The underwriters may, if they commence these
transactions, discontinue them at any time.
General Information Regarding Agents, Underwriters, and Dealers
Agents, underwriters, and dealers may be entitled, under agreements
entered into with us, to indemnification by us against certain liabilities, including liabilities under the Securities Act. Our
agents, underwriters, and dealers, or their affiliates, may be customers of, engage in transactions with or perform services for
us, in the ordinary course of business.
LEGAL MATTERS
The validity of the issuance of the securities offered by this prospectus
will be passed upon for us by Sierchio Law, LLP, New York, New York. Mr. Joseph Sierchio, principal of the firm is the beneficial
owner of 246,567 shares of our common stock.
EXPERTS
Our consolidated financial statements for the fiscal year ended
August 31, 2020, have been audited by PKF O’Connor Davies, LLP, our independent registered public accounting firm, as
set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report given on the authority
of such firm as experts in accounting and auditing.
Our consolidated financial statements for the fiscal year ended
August 31, 2019, have been audited by Marcum LLP, our former independent registered public accounting firm, as set forth in
their report thereon appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm
as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, along with other information
with the SEC. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC. Our SEC filings are available to the public over the Internet at the SEC’s
website at http://www.sec.gov.
This prospectus is part of a registration statement on Form S-3 that
we filed with the SEC to register the securities offered hereby under the Securities Act of 1933, as amended. This prospectus does
not contain all of the information included in the registration statement, including certain exhibits and schedules. You may obtain
the registration statement and exhibits to the registration statement from the SEC’s internet site.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
This prospectus is part of a registration statement filed with the
SEC. The SEC allows us to “incorporate by reference” into this prospectus the information that we file with them, which
means that we can disclose important information to you by referring you to those documents. The information incorporated by reference
is considered to be part of this prospectus, and information that we file later with the SEC will automatically update and supersede
this information. The following documents are incorporated by reference and made a part of this prospectus:
All documents that we file with the SEC pursuant to Sections 13(a),
13(c), 14, and 15(d) of the Exchange Act subsequent to the date of this registration statement and prior to the filing of a post-effective
amendment to this registration statement that indicates that all securities offered under this prospectus have been sold, or that
deregisters all securities then remaining unsold, will be deemed to be incorporated in this registration statement by reference
and to be a part hereof from the date of filing of such documents; provided, however, that we are not incorporating by reference
any additional documents or information furnished and not filed with the SEC.
Nothing in this prospectus shall be deemed to incorporate information
furnished but not filed with the SEC (including without limitation, information furnished under Item 2.02 or Item 7.01 of Form
8-K, and any exhibits relating to such information).
Any statement contained in this prospectus or in a document incorporated
or deemed to be incorporated by reference in this prospectus shall be deemed to be modified or superseded for purposes of this
prospectus to the extent that a statement contained herein or in the applicable prospectus supplement or in any other subsequently
filed document which also is or is deemed to be incorporated by reference modifies or supersedes the statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.
The information about us contained in this prospectus should be read
together with the information in the documents incorporated by reference. You may request a copy of any or all of these filings,
at no cost, by writing or telephoning us at: SolarWindow Technologies, Inc., 430 Park Avenue, Suite 702, New York, New York 10022;
telephone number (800) 213-0689.
Prospectus
$50,000,000
COMMON STOCK, PREFERRED STOCK, WARRANTS AND UNITS
▲, 2021
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the costs and expenses payable by
the Registrant in connection with this offering, other than underwriting commissions and discounts, all of which are estimated
except for the SEC registration fee.
SEC registration fee
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|
$
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5,455
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Printing
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*
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|
Legal fees and expenses
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|
$
|
*
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|
Accounting fees and expenses
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$
|
*
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|
Trustees’ Fees and Expenses
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*
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Warrant Agent Fees and Expenses
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|
|
*
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Miscellaneous
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*
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|
Total
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$
|
*
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|
* These fees are calculated based on the securities
offered and the number of issuances and accordingly cannot be estimated at this time. The applicable prospectus supplement will
set forth the estimated amount of expenses of any offering of securities.
Item 15. Indemnification of Directors and Officers.
Neither our Articles of Incorporation nor Bylaws prevent us from
indemnifying our officers, directors and agents to the extent permitted under the Nevada Revised Statute (“NRS”). NRS
Section 78.7502 provides that a corporation shall indemnify any director, officer, employee or agent of a corporation against expenses,
including attorneys’ fees, actually and reasonably incurred by him in connection with any defense to the extent that a director,
officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding
referred to in Section 78.7502(1) or 78.7502(2), or in defense of any claim, issue or matter therein.
NRS 78.7502(1) provides that a corporation may indemnify any person
who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact
that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against
expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by
him in connection with the action, suit or proceeding if he: (a) is not liable pursuant to NRS 78.138; or (b) acted in good faith
and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.
NRS Section 78.7502(2) provides that a corporation may indemnify
any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by
or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in
settlement and attorneys’ fees actually and reasonably incurred by him in connection with the defense or settlement of the
action or suit if he: (a) is not liable pursuant to NRS 78.138; or (b) acted in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue
or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals there
from, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that
the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in
view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court
deems proper.
NRS Section 78.747 provides that except as otherwise provided by
specific statute, no director or officer of a corporation is individually liable for a debt or liability of the corporation, unless
the director or officer acts as the alter ego of the corporation. The court as a matter of law must determine the question of whether
a director or officer acts as the alter ego of a corporation.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed
that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore
unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant
of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered,
we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by us is against public policy as expressed hereby in the Securities Act
and we will be governed by the final adjudication of such issue.
Item 16. Exhibits.
Exhibit
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Number
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Description of Document
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1.1
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Form of Underwriting Agreement.*
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4.1
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Articles of Incorporation of filed with the Nevada Secretary of State on February 18, 2009 (incorporated by reference to Form S-1 filed on February 5, 2010)
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4.2
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Articles of Amendment of Articles of Incorporation filed with the Nevada Secretary of State on September 11, 2009 (incorporated by reference to Form S-1 filed on February 5, 2010)
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4.3
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Articles of Amendment of Articles of Incorporation of filed with the Nevada Secretary of State on November 21, 2013 (incorporated by reference to Form 8-K filed on November 21, 2013)
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4.4
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Articles of Amendment of Articles of Incorporation filed with the Nevada Secretary of State on September 13, 2018. (incorporated by reference to the Company’s annual report on Form 10-K filed with the Securities and Exchange Commission on September 25, 2018)
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4.5
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Certificate of Designation of Series B Preferred Stock (incorporated by reference to 8-K filed November 26, 2019)
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4.6
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Certificate of Amendment to Articles of Incorporation (incorporated by reference to 8-K filed January 3, 2020)
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4.7
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Certificate of Merger (incorporated by reference to 8-K filed June 15, 2020)
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4.8
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Bylaws (incorporated by reference to S-1 filed February 5, 2010)
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4.9
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Form of Certificate of Designation.*
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4.10
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Form of Preferred Stock Certificate.*
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4.11
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Form of Warrant Agreement.*
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4.12
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Form of Warrant Certificate.*
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4.13
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Form of Securities Purchase Agreement.*
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4.14
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Form of Unit Agreement.*
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5.1
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Opinion of Sierchio Law, LLP
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23.1
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Consent of PKF O’Connor Davies, LLP.
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23.2
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Consent of Marcum, LLP
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23.3
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Consent of Sierchio LLP (contained in Exhibit 5.1)
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*
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To be filed by amendment or by a Current Report on Form 8-K and incorporated herein by reference.
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Item 17. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective
amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the Securities Act
of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective
date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective
registration statement.
(iii) To include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material change to such information in the registration statement;
provided, however, Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the registration statement
is on Form S-3 or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained
in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus
filed pursuant to Rule 424(b) that is part of the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability under the Securities Act of 1933
to any purchaser:
(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall
be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration
statement; and
(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5),
or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i),
(vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be
deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first
used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As
provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date
shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement
to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide
offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration
statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus
that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date,
supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement
or made in any such document immediately prior to such effective date; or
(5) That, for the purpose of determining liability of the registrant under the Securities
Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary
offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method
used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following
communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities
to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned registrant relating
to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on behalf
of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the offering
containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned
registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned
registrant to the purchaser.
(b) The registrant hereby undertakes that for purposes of determining any liability
under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant
to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
(d) The registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act, the information
omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained
in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act
shall be deemed to be part of this registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act, each
post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3
and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Vancouver, British Columbia, Canada on June 10, 2021.
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SOLARWINDOW TECHNOLOGIES, INC.
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By:
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/s/ Jatinder S. Bhogal
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Name:
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Jatinder S. Bhogal
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Title:
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Chief Executive Officer and Chairman (Principal Executive Officer)
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POWER OF ATTORNEY
Each person whose signature appears below
does hereby constitute and appoint Jatinder S. Bhogal and John Rhee, with full power of substitution, such person’s
true and lawful attorneys-in-fact and agents for such person, with full power and authority to do any and all acts and things and
to execute any and all instruments which said attorneys and agents, and any one of them, determine may be necessary or advisable
or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements
of the Securities and Exchange Commission in connection with this Registration Statement. Without limiting the generality of the
foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers
and directors in the capacities indicated below to this Registration Statement, to any and all amendments, both pre-effective and
post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or
in conjunction with this Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies
and confirms that all said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof. This Power
of Attorney may be signed in several counterparts. Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons on behalf of the Registrant in the capacities and on the dates
indicated.
Dated: June 10, 2021
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By:
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/s/ Jatinder S Bhogal
|
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|
Name:
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Jatinder S Bhogal
|
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Title:
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Chief Executive Officer and Chairman
|
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|
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(Principal Executive Officer)
|
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By:
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/s/ Justin Frere
|
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Name:
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Justin Frere, CPA
|
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Title:
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Interim Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
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By:
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/s/ John Rhee
|
|
|
Name:
|
John Rhee
|
|
|
Title:
|
President and Director
|
|
|
|
|
|
Dated: June 10, 2021
|
By:
|
/s/ Bob Levine
|
|
|
Name:
|
Bob Levine
|
|
|
Title:
|
Director
|
|
|
|
|
|
Dated: June 10, 2021
|
By:
|
/s/ Gary Parmar
|
|
|
Name:
|
Gary Parmar, CPA, CA, ICD.D
|
|
|
Title:
|
Director
|
|
|
|
|
|
Dated: June10, 2021
|
By:
|
/s/ Joseph Sierchio
|
|
|
Name:
|
Joseph Sierchio
|
|
|
Title:
|
Director
|
|
Solarwindow Technologies (PK) (USOTC:WNDW)
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