SolarWindow Technologies Reports Board and Compensation Changes

TL;DR

SolarWindow filed an 8-K on 2/28/24 detailing board changes and compensation. Expect updates.

AI Summary

SolarWindow Technologies, Inc. filed an 8-K on February 28, 2024, reporting changes in its board of directors and executive compensation arrangements. The filing also includes financial statements and exhibits, indicating potential shifts in the company's governance and financial reporting.

Why It Matters

Changes in a company's board and executive compensation can signal strategic shifts or governance adjustments that may impact future performance and investor confidence.

Risk Assessment

Risk Level: medium — Changes in board composition and executive compensation can introduce uncertainty regarding future strategy and leadership effectiveness.

Key Players & Entities

• SolarWindow Technologies, Inc. (company) — Registrant
• Nevada (jurisdiction) — State of incorporation
• February 28, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $1,270,352 — and ordering him to pay disgorgement of $1,270,352, prejudgment interest of $207,656, and
• $207,656 — of $1,270,352, prejudgment interest of $207,656, and a civil penalty of $1,270,352. Si
• $1,136,182 — jointly and severally, disgorgement of $1,136,182 and prejudgment interest of $194,562; a
• $194,562 — $1,136,182 and prejudgment interest of $194,562; and ordering him to pay a civil penalt
• $669,687 — ordering him to pay a civil penalty of $669,687. The Company was not a party to, or de

Filing Documents

• f8k_030424.htm (8-K) — 24KB
• exh_171.htm (EX-17.1) — 4KB
• rayat.jpg (GRAPHIC) — 13KB
• 0001171843-24-001191.txt ( ) — 212KB
• wndw-20240228.xsd (EX-101.SCH) — 3KB
• wndw-20240228_lab.xml (EX-101.LAB) — 33KB
• wndw-20240228_pre.xml (EX-101.PRE) — 22KB
• f8k_030424_htm.xml (XML) — 3KB

02 Departure of Directors or Certain Officers; Election of

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Resignation of Directors and Officers On February 28, 2024, Mr. Harmel S. Rayat, submitted to the Company's Board of Directors (the "Board") notice of his resignation from his position as Chairman of the Board, and as a director of the Company, with such resignations to be effective as of February 28, 2024. The Board accepted Mr. Rayat's resignation on February 28, 2024. Mr. Rayat resigned because of an officer and director bar ordered by the U.S. District Court for the Southern District of New York (the " US District Court ") on February 27, 2024, in Case No. 1:21-cv-04777 (S.D.N.Y.) more fully described in Section 8.01 of this Report. Section 8 - Other Events

01 Other Events

Item 8.01 Other Events. Summary of the Judgment Entered in the SEC Case Without admitting or denying the allegations made by the Securities and Exchange Commission (the "SEC") in its amended complaint as filed in 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.) (the " SEC Case "), Mr. Rayat consented to the entry of a final judgment by the U.S. District Court permanently enjoining 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; prohibiting him from acting as an officer or director of a public company; barring him from participating in the offering of any penny stock; and ordering him to pay disgorgement of $1,270,352, prejudgment interest of $207,656, and a civil penalty of $1,270,352. Similarly, Mr. Jatinder Bhogal, a former director and officer of, and currently a consultant providing non-executive services to the Company, without admitting or denying the allegations made by the SEC in its amended complaint as filed in the SEC Case, consented to the entry of a final judgment by the US District Court permanently enjoining him from violating Securities Act Section 17(a) and Exchange Act Sections 9(a)(2) and 10(b), and Rule 10b-5 thereunder; prohibiting him from acting as an officer or director of a public company for 10 years; barring him from participating in the offering of any penny stock; and ordering him and 1420527 Alberta Ltd. to pay, jointly and severally, disgorgement of $1,136,182 and prejudgment interest of $194,562; and ordering him to pay a civil penalty of $669,687. The Company was not a party to, or defendant in, the SEC Case. The foregoing summary of the judgements entered in the SEC Case is based upon the Company's review and understanding of the SEC Litigation Release No. 25945 /

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits Exhibit No . Description 17.1 Resignation Letter dated February 28, 2024, from Harmel Rayat. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on March 5, 2024. SolarWindow Technologies, Inc. By: /s/ Justin Frere Name: Justin Frere Title: Interim Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR