TRUISM
2年前
2/28/24-RESIGNATION LETTER FROM HARMEL RAYAT
Attn: Board of Directors, SolarWindow Technologies, Inc.
Attn: Mr. Amit Singh, Vice President / Acting Principal Executive Officer
SolarWindow Technologies, Inc.
9375 E. Shea Blvd., Suite 107-B
Scottsdale, AZ 85260
February 28, 2024
Dear Mr. Singh:
I am writing to resign from my positions as Director and Chairman of the Board of SolarWindow Technologies, Inc. (SolarWindow), effective as of February 28, 2024. Please know that my decision to resign from the Company’s Board of Directors and as its Chairman is not the result of any disagreement with the Company’s operations, policies, or procedures.
I want to express my deep appreciation for the opportunity to serve as a Director and Chairman of SolarWindow. It has been an honor and privilege to work alongside talented colleagues and dedicated professionals, and I am proud of the achievements we have accomplished together during my tenure.
I would like to also extend my heartfelt thanks to the Board of Directors, executive team, and all employees for their support, collaboration, and dedication to the Company’s commitment to innovation, productization, and commercialization of its transparent electricity-generating coatings and application methodologies.
Thank you for the opportunity to contribute to the growth and success of SolarWindow and I wish you and the Company continued prosperity and success in the future as you revolutionize the way the earth is powered, along with the other initiatives you are pursuing.
Sincerely,
Harmel S. Rayat
TRUISM
2年前
The final judgment against Rayat permanently enjoins him from violating Section 17(a) of the Securities Act of 1933 (“Securities Act”) and Sections 10(b) and 20(b) of the Securities Exchange Act of 1934 (“Exchange Act”), and Rule 10b-5 thereunder; prohibits Rayat from acting as an officer or director of a public company; bars Rayat from participating in the offering of any penny stock; and orders Rayat to pay disgorgement of $1,270,352, prejudgment interest of $207,656, and a civil penalty of $1,270,352.
The final judgment against Bhogal permanently enjoins him from violating Securities Act Section 17(a) and Exchange Act Sections 9(a)(2) and 10(b), and Rule 10b-5 thereunder; prohibits Bhogal from acting as an officer or director of a public company for 10 years; bars Bhogal from participating in the offering of any penny stock; orders Bhogal and 1420527 Alberta Ltd. to pay, jointly and severally, disgorgement of $1,136,182 and prejudgment interest of $194,562; and orders Bhogal to pay a civil penalty of $669,687.
Securities and Exchange Commission v. Harmel S. Rayat, RenovaCare, Inc., Jatinder Bhogal, Jeetenderjit Singh Sidhu, and Sharon Fleming, No. 1:21-cv-04777 (S.D.N.Y.)
TRUISM
TRUISM
3年前
SOLARWINDOW TECHNOLOGIES, INC.
CONSOLIDATED BALANCE SHEETS
May 31/ August 31,
2023/ 2022
ASSETS (Unaudited)
Current assets
Cash and cash equivalents $493,271/$8,077,849
Short-term investments 6,000,000/ -
Deferred research and development costs 110,563/153,799
Prepaid expenses and other current assets 219,818/87,232
Current assets of discontinued operations 13,894/43,599
Total current assets 6,837,546/8,362,479
Property and Equipment, net of accumulated depreciation of $121,534 and $110,418, respectively 1,318,876/1,329,992
Total assets $8,156,422/$9,692,471
TRUISM
Timing101
3年前
Yes , Agreed and Noted
==
They have done their filings as indicated this past month from that Sept PR, with three key filings just this past week.
https://www.otcmarkets.com/stock/WNDW/disclosure
---
Plus they are
SEC REPORTING
Audited Financials.
NV SOS ( just updated Annual filing in May of this Year , all good)
Both needed to move forward.
see here
--
There Attorney and Counsel is no beginner in the SEC And Securities.
Joseph Sierchio
Corporate Counsel
Mr. Joseph Sierchio has served SolarWindow for nearly a decade. Since 1975, Mr. Sierchio has practiced corporate and securities law in New York City, representing and offering counsel in the United States, to domestic and foreign corporations and investors (from Canada, United Kingdom, Germany, Italy, Switzerland, Australia, and Hong Kong), entrepreneurs, and public and private companies. Mr. Sierchio is admitted in all New York state courts and federal courts in the Eastern, Northern, and Southern Districts of the State of New York as well as the federal Court of Appeals for the Second Circuit. Mr. Sierchio is the principal of Sierchio Law, LLP, counsel to the Company.
TRUISM
3年前
9/5/23-SolarWindow Files 2022 Annual Report and Provides Update on Filing of its Fiscal 2023 Quarterly Statements
Scottsdale, Arizona, September 05, 2023 — SolarWindow Technologies, Inc. (symbol WNDW; www.solarwindow.com) today announced that it has completed and filed its annual report on Form 10-K for the fiscal year ended August 31, 2022.
Following review by the Company’s public accountants, the Company also intends to file its quarterly statements on Form 10-Q for periods ended November 30, 2022, February 28, 2023, and May 31, 2023.
The Company anticipates filing its fiscal 2023 Annual Report on Form 10-K in a timely fashion.
Once the referenced 10-Qs are filed, the Company believes that it will be current in its reporting obligations.
In the interim, the failure to timely file Form 10-Qs will continue to have regulatory and market repercussions that will adversely affect the stock price of, as well as investors’ ability to effect purchase and sale transactions in the Company’s securities until such time as the Company cures the filing deficiency.
The Company plans to continue providing updates to its stockholders regarding the status of its efforts.
IN RESPONSE TO:
The more I dig into this , the more I like the Patented and Trademarked product. Future of the NEW SOLAR.
--
$WNDW One to watch , filings out , Patented Technology, News updates , Superbowl Mgt Team , Things are happening here, Low Float under the radar, here you go as always links to the DD , check it out. Technology way beyond costly solar panels , leases on panels for residential or space needed. Patented and Trademark Registered. I like this one ALOT.
website
https://www.solarwindow.com/
TEAM Top Notch look at experience and backgrounds
https://www.solarwindow.com/corporate/team/
News update on filings , for a REASON
https://www.solarwindow.com/2023/09/solarwindow_files_2022_annual_report_and_provides_update_on_filing_fiscal_2023_quarterly_statements/
Patented Technology.
https://www.solarwindow.com/technology/
TRUISM
TRUISM
3年前
FORM 10-Q
For the quarterly period ended February 28, 2023
SEC FILING
February 28, 2023/ August 31,2022
ASSETS (Unaudited-2023)
Current assets
Cash and cash equivalents $ 1,065,611/ $ 8,077,849
Short-Term Investments
The Company determines the balance sheet classification 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 three months but no more than twelve months are carried at cost, which approximates fair value and are recorded in the consolidated balance sheets in short-term investments.
As of February 28, 2023, short-term investments consists of a 12-month $4,000,000 fixed-term deposit earning interest of 5.3%, a 12-month $1,500,000 fixed term deposit earning interest of 4.25%, and a 6-month $500,000 fixed-term deposit earning interest of 4.85% purchased in February 2023.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
SolarWindow Technologies, Inc.
By: /S/Amit Singh
Amit Singh
Vice President
(Acting Principal Executive Officer)
Date: October 10, 2023
By: /S/ Justin Frere
Justin Frere, CPA
Interim Chief Financial Officer
(Principal Financial Officer)
Date: October 10, 2023
TRUISM
TRUISM
3年前
SolarWindow Files 2022 Annual Report and Updates on Filing of Fiscal 2023 Quarterly Statements
TODAY'S PR LINK
Scottsdale, Arizona, September 05, 2023 -- SolarWindow Technologies, Inc. (Symbol: WNDW; www.solarwindow.com), today announced that it has completed and filed its annual report on Form 10-K for the fiscal year ended August 31, 2022.
Following review by the Company’s public accountants, the Company also intends to file its quarterly statements on Form 10-Q for periods ended November 30, 2022, February 28, 2023, and May 31, 2023. The Company anticipates filing its fiscal 2023 Annual Report on Form 10-K in a timely fashion.
Once the referenced 10-Qs are filed, the Company believes that it will be current in its reporting obligations.
In the interim, the failure to timely file Form 10-Qs will continue to have regulatory and market repercussions that will adversely affect the stock price of, as well as investors’ ability to effect purchase and sale transactions in the Company’s securities until such time as the Company cures the filing deficiency.
The Company plans to continue providing updates to its stockholders regarding the status of its efforts.
==============
TRUISM'S TAKE
OMISSION OF THE TECHNOLOGICAL UPDATE, IN ANY MASS MEDIA CONDUIT, IS BEGINNING TO SPEAK VOLUMES.
NOT AN EFFECTIVE WAY TO REASSURE THE MASSES...
UNLESS THERE ISN'T ANYTHING WORTH REPORTING...
DON'T WANT TO THINK THIS WAY BUT AM LEFT WITH LITTLE CHOICE, BEING THE PRESENT SITUATIONS WNDW IS LEFT TO CONTEND WITH
TRUISM
TRUISM
3年前
SolarWindow Appoints New Directors and Auditor to Korean Subsidiary
TODAY'S PR
Scottsdale, Arizona, May 23, 2023 — SolarWindow Technologies, Inc. (symbol WNDW; www.solarwindow.com) is providing this update to its March 22, 2023 press release which announced that it had taken legal action permitting SolarWindow Asia Co. Ltd., the Company’s Korean Subsidiary (“SolarWindow Asia”), to hold an Extraordinary Shareholder Meeting (“ESM”) to authorize the removal of SolarWindow Asia’s directors and auditor.
The Company was forced to initiate legal proceedings because, despite numerous requests made to SolarWindow Asia’s Representative Director John Rhee, who at the time was also a member of the Company’s Board of Directors, the South Korean subsidiary failed to provide financial, banking, and transactional documents required by SolarWindow to complete its August 31, 2022, fiscal year audit and file Form 10-K Financial Statements.
At the ESM, held on April 25, 2023, a resolution was passed to remove all former directors, including Rhee, from the South Korean subsidiary and replace them with Joseph Sierchio as Representative Director, Alexandra Musk and Amit Singh as Directors, and Justin Frere as Auditor.
The resolution and supporting documentation were subsequently notarized, filed with the South Korean Court Registry, and the required updated business registration information, reflecting the changes to SolarWindow Asia’s management was also filed.
These critical organizational and management changes have allowed the Company to begin acquiring, processing, and submitting the requisite information needed to complete the audit for the fiscal year ended August 31, 2022, and subsequent reviews for quarterly periods ended November 30, 2022, and February 28, 2023.
The Company intends to continue providing updates to its stockholders regarding the status of its efforts.
TRUISM
TRUISM
3年前
***** SolarWindow Update On Market Transaction Restrictions In The Company’s Stock Pending Filing Of Forms 10-K and 10-Q *****
CLICK FOR PR
Scottsdale, Arizona; – March 22, 2023 – Today SolarWindow Technologies, Inc. (symbol: WNDW; www.solarwindow.com) (the “Company”) issued the following statement to its stockholders about the warning posted by the OTC Markets regarding purchase and sale transactions in the Company’s Stock, which the Company believes is based on its inability to timely file its Form 10-K and Form 10-Q.
The Company believes this is a direct result of the failure of the South Korean management, led by Mr. John Rhee, the Representative Director (“Rhee”) of the Company’s indirect, wholly owned subsidiary, SolarWindow Asia Co. Ltd. (the “Korean Subsidiary”), to provide the financial, banking and transactional documents (collectively, the “Required Information”) required by the Company’s auditors in order to complete the audit for the August 31, 2022 fiscal year (the “Annual Audit”).
The Company, through its officers, directors, counsel and auditors, has made numerous requests to Rhee to produce the Required Information for its Annual Audit. Despite these repeated requests beginning in May 2022, including a direct communication by the Company’s auditors on October 17, 2022, Rhee and the management of the Korean Subsidiary, have failed to deliver the requested documentation and information, including, but not limited to such basic information as the Korean Subsidiary’s monthly banking statements.
The Company has taken legal action permitting it to hold, and it will hold an Extraordinary General Meeting for the removal of Rhee and Rhee appointed directors and auditor from the Korean Subsidiary. At the same time, the Company has engaged in discussions with Rhee, and will continue its efforts to secure his cooperation in obtaining the Required Information in order to expedite the completion and filing of the Company’s Form 10-K for the fiscal year ended August 31, 2022, and Form 10-Q for the period ended November 30, 2022.
At all relevant times, Rhee was (and as of today still is) the Representative Director of the Korean Subsidiary.
He also served as a member of the Company’s Board of Directors (the “Board”) from July 1, 2020 to December 18, 2022. As a member of the Company’s Board and Representative Director of the Korean Subsidiary, Rhee has certain responsibilities, including, but not limited to (1) oversight of the Korean Subsidiary’s financial reporting and record maintenance, (2) responsibility for the management of the Korean Subsidiary’s operations, (3) oversight of the Korean’s Subsidiary’s compliance with applicable Korean and US laws, and (4) continuing obligation to keep the Company’s Board apprised of the foregoing in order to ensure compliance with the Company’s ongoing disclosure obligations.
On May 12, 2022, in an effort to compel Rhee and the other South Korean members of the Korean Subsidiary’s board to provide the Required Information, the Company consulted with and subsequently engaged legal counsel based in South Korea (“Korean Counsel”) and provided them the authority to act on behalf of SolarWindow Asia (USA) Corp., a Nevada corporation wholly owned by the Company, and the sole shareholder of the company’s Korean Subsidiary.
Initially, Korean Counsel attempted to convene an Extraordinary General Meeting of the Shareholder and to Inspect Books of Account and Shareholder Register by sending notice to the Directors of the Korean Subsidiary to which Korean Counsel received no response.
About August 30, 2022, Korean Counsel then filed with the Korean courts a request for an order to convene an extraordinary general meeting of the shareholder (“EGM”), which required that Rhee, as the Representative Director of the Company, be served notice. Following several unsuccessful attempts to serve Rhee (September 26, 2022, October 6, 2022, and on October 12, 2022), the Korean Counsel effected service on October 19, 2022.
At the EGM, Rhee and the Rhee appointed directors and auditor of the Korean Subsidiary will be removed. Three new Company-nominated directors and an auditor will be appointed, who will provide the authorization required to permit the Company’s officers and directors to access the Required Information. The actions taken by the Company, including the holding of the EGM, in Korea are subject to the timeline of Korean legal processes which the Company has attempted to expedite where possible.
On November 16, 2022, a hearing was held in the 31st Civil Division of the Korean Courts. At the hearing, Korean Counsel submitted that (i) SolarWindow Asia (USA) Corp., a wholly-owned subsidiary of the Company and the sole shareholder of the Korean Subsidiary, is seeking to convene an EGM as soon as possible; (ii) Rhee has not provided required financial information of the Korean Subsidiary to the Company; (iii) Rhee was legally dismissed as a director of SolarWindow Asia (USA) Corp. on May 8, 2022; (iv) the current legally recognized director of SolarWindow Asia (USA) Corp.is the Company’s Interim CFO; and (v) a Canadian court has issued an injunction prohibiting Rhee from exercising any rights as a shareholder of the Company.
Further, the Company has elected to appoint an independent third party who can objectively conduct an EGM. Korean Counsel asked the Korean court to make a prompt decision in consideration of the above circumstances.
On March 2, 2023, the Company received a copy of an order dated February 27, 2023 (the “Order”) issued by the Suwon District Court 31st Civil Division (the “Court”), granting the relief sought by SolarWindow Asia (USA) Corp. In granting the relief the Court ordered that (as translated from Korean):
“1. The Applicant shall be permitted to convene an extraordinary general meeting of shareholders of the Company, which will be held for the agenda set out in the attached Schedule.
2. Attorney Joong-seo Choi (born on December 3, 1980) shall be appointed as the chairperson of the extraordinary general meeting of shareholders referred to in paragraph 1 above.”
In issuing the Order the Court stated:
“Considering the case records and the hearing of this case as a whole, we find that the Applicant, who is the shareholder holding 100% of the total number of shares issued by the Company, had requested the Company on August 17, 2022 to convene an extraordinary general meeting of shareholders for the agenda items listed in the attached Schedule, however, the Company has not initiated the process to convene such a meeting to date.
Based on the above factual finding, we find that it is necessary to grant permission to the Applicant in respect of convening an extraordinary general meeting of shareholders for the agenda items listed in the attached Schedule pursuant to Article 366(2) and (1) of the Commercial Code.
***
“Further, since it would not be appropriate to allow the Company’s Representative Director John Sung Hee Rhee to chair the extraordinary general meeting of shareholders that is convened by the Company in accordance with this Court’s permission, given that John Sung Hee Rhee had not convened the extraordinary general meeting of shareholders, which the Applicant had requested in accordance with the provisions of the Commercial Code, the attorney referred to in paragraph 2 above of the Order shall be appointed as the chairperson of the above-referenced extraordinary general meeting of shareholders.”
The Company, with the assistance of Korean Counsel, is now in the process of scheduling the EGM, removing Rhee and the other members Korean Subsidiary’s board, and thereby, ultimately, permitting access to the Required Information. The Company expects to file the Form 10-K as soon as possible following its acquisition, processing, and auditing of the Required Information.
The failure to timely file Form 10-K (and any required Form 10-Qs) will continue to have regulatory and market repercussions that will adversely affect the stock price of, as well as investors’ ability to effect purchase and sale transactions in the Company’s securities until such time as the Company cures the filing deficiency.
In accordance with SEC rules, OTC Markets issued the following warning regarding purchase and sale transactions in the Company’s stock:
“Warning! This security is eligible for Unsolicited Quotes Only
This stock is not eligible for proprietary broker-dealer quotations. All quotes in this stock reflect unsolicited customer orders. Unsolicited-Only stocks have a higher risk of wider spreads, increased volatility, and price dislocations. Investors may have difficulty selling this stock. An initial review by a broker-dealer under SEC Rule15c2-11 is required for brokers to publish competing quotes and provide continuous market making.
Warning! This security is traded on the Expert Market
The Expert Market® serves broker-dealer pricing and investor best execution needs. Quotations in Expert Market securities are restricted from public viewing. OTC Markets Group may designate securities for quoting on the Expert Market when it is not able to confirm that the company is making, or when the security is otherwise restricted from public quoting.”
The Company intends to continue providing updates to its stockholders regarding the status of its efforts.
After a year and change of SEC filings only; not PR's.
TRUISM
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