SolarWindow Technologies Files S-1

TL;DR

SolarWindow Tech filed an S-1, check financials.

AI Summary

SolarWindow Technologies, Inc. filed an S-1 form on October 18, 2024, detailing its financial status and business operations. The company, formerly known as New Energy Technologies, Inc. and Octillion Corp, is incorporated in Nevada and operates in the Industrial Organic Chemicals sector. Its fiscal year ends on August 31st, with its most recent fiscal year ending May 31, 2024.

Why It Matters

This S-1 filing provides crucial information for investors and the public regarding SolarWindow Technologies' financial health and strategic direction.

Risk Assessment

Risk Level: medium — S-1 filings are typically for companies seeking to go public or make significant financial changes, indicating potential volatility and risk.

Key Numbers

• 0831 — Fiscal Year End (Indicates the end of the company's financial reporting year.)
• 2024-05-31 — Most Recent Fiscal Year End (Shows the latest period for which financial data is available in this filing.)

Key Players & Entities

• SolarWindow Technologies, Inc. (company) — Filer of the S-1 document.
• New Energy Technologies, Inc. (company) — Former name of SolarWindow Technologies, Inc.
• Octillion Corp (company) — Previous former name of SolarWindow Technologies, Inc.
• 20241018 (date) — Date of the S-1 filing.
• NV (state) — State of incorporation for SolarWindow Technologies, Inc.
• 85260 (zip_code) — Zip code for SolarWindow Technologies, Inc.'s business and mailing address.

FAQ

Key Financial Figures

• $0.001 — hares ") of our common stock, par value $0.001 per share. Certain of the Selling Stock
• $0.33 — stock at an exercise price ranging from $0.33 to $6.21 per share. We have agreed to
• $6.21 — an exercise price ranging from $0.33 to $6.21 per share. We have agreed to pay certa
• $0 — common stock, each with a par value of $0.001, and 1,000,000 shares of preferred
• $0.10 — eferred stock, each with a par value of $0.10. No preferred shares are issued and out

Filing Documents

• fs1_101624.htm (S-1) — 1708KB
• exh_21.htm (EX-21) — 3KB
• exh_1021.htm (EX-10.21) — 121KB
• exh_1022.htm (EX-10.22) — 119KB
• exh_231.htm (EX-23.1) — 1KB
• exh_232.htm (EX-23.2) — 2KB
• exh_107.htm (EX-FILING FEES) — 12KB
• logo.jpg (GRAPHIC) — 11KB
• oconnerlogo.jpg (GRAPHIC) — 13KB
• 0001171843-24-005697.txt ( ) — 7139KB
• wndw-20240531.xsd (EX-101.SCH) — 39KB
• wndw-20240531_cal.xml (EX-101.CAL) — 45KB
• wndw-20240531_def.xml (EX-101.DEF) — 135KB
• wndw-20240531_lab.xml (EX-101.LAB) — 343KB
• wndw-20240531_pre.xml (EX-101.PRE) — 286KB
• fs1_101624_htm.xml (XML) — 1183KB

RISK FACTORS

RISK FACTORS 10 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 34

USE OF PROCEEDS

USE OF PROCEEDS 34 DETERMINATION OF OFFERING PRICE 34 MARKET PRICE OF AND DIVIDENDS ON OUR COMMON STOCK AND RELATED STOCKHOLDER MATTERS 35

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 37 DESCRIPTION OF OUR BUSINESS AND PROPERTY 44 DIRECTORS, EXECUTIVE OFFICERS AND CONTROL PERSONS 50

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 56

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 59 TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS 60 DESCRIPTION OF OUR SECURITIES 61 THE SELLING STOCKHOLDERS 63 PLAN OF DISTRIBUTION 66 DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES LAW VIOLATIONS 67 LEGAL MATTERS 68 EXPERTS 68 WHERE YOU CAN FIND ADDITIONAL INFORMATION 69 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS 70 CONSOLIDATED FINANCIAL STATEMENTS F-1 to F-29 3 ABOUT THIS PROSPECTUS Except where the context otherwise requires and for purposes of this prospectus only, "we," "us," "our," "Company," "our Company," and "SolarWindow" refer to SolarWindow Technologies, Inc., a Nevada corporation, and its consolidated subsidiaries. This prospectus is part of a registration statement we filed with the Securities and Exchange Commission, or the SEC. Under this registration process, the Selling Stockholders may, from time to time, offer and sell up to 1,180,000 shares of our common stock, as described in this prospectus. This prospectus provides you with a general description of the Resale Shares that the Selling Stockholders may offer and sell. You should read this prospectus carefully before making an investment decision. We will not receive any proceeds from the sale by such Selling Stockholders of the Resale Shares offered by them described in this prospectus. This prospectus also relates to the issuance by us of the shares of our Common Stock issuable upon the exercise of the stock purchase options. We will not receive any proceeds from the sale of the Resale Shares underlying the stock purchase options pursuant to this prospectus, except with respect to amounts received by us upon the exercise of the stock purchase options for cash . We may also file a prospectus supplement or post-effective amendment to the registration statement of which this prospectus forms a part that may contain material information

Risk Factors

Risk Factors Our business operations are subject to numerous risks, including the risk of delays in or discontinuation of our research and product development due to lack of financing, inability to obtain necessary regulatory approvals to market the products, unforeseen safety issues relating to the products and dependence on third party collaborators to conduct research and development of the products. Because we are an early-stage company with a limited history of operations, we are also subject to many risks associated with early-stage companies. For a more detailed discussion of some of the risks you should consider, you are urged to carefully review and consider the section entitled " Risk Factors " beginning on page 7 of this prospectus. THE OFFERING Securities Being Registered: Up to 1,180,000 shares of common stock, comprised of 1,180,000 shares of common stock issuable upon exercise outstanding and vested stock purchase options allowing the holders to purchase shares of common stock at exercise prices ranging from $0.33 to $6.21 per share. Offering Price: Each Selling Stockholder will determine at what price he or she may sell their Resale Shares, and such sales may be made at prevailing market prices, or at privately negotiated prices. Selling Stockholders: The Selling Stockholders are employees, consultants, officers or directors of the Company who have been granted non plan stock purchase options to purchase shares of our common stock from us. Please refer to the section titled " Selling Stockholders " of this prospectus. Resale Shares Outstanding Prior to Completion of the Offering: As of the date of this prospectus there were 53,198,399 shares of our common stock issued and outstanding. Resale Shares Outstanding upon Termination of the Offering: Assuming all Resale Shares registered for resale are sold, and that the Company has not offered and sold and additional shares of its common stock prior to termination of this offering th

RISK FACTORS

RISK FACTORS The purchase of the Resale Shares offered through this prospectus involves a high degree of risk. Accordingly, the following risk factors and the forward-looking statements throughout this prospectus should be read carefully in connection with your evaluation of our business. A wide range of events and circumstances could materially affect our overall performance and our results of operations, and therefore, an investment in us is subject to risks and uncertainties. In addition to the important factors affecting specific business operations and the financial results of those operations identified elsewhere in this prospectus, the following important factors, among others, could adversely affect our operations. While each risk is described separately below, some of these risks are interrelated and it is possible that certain risks could trigger the applicability of other risks described below.. Additional risks and uncertainties not presently known to us, or that are currently deemed immaterial, could also potentially impair our business, results of operations and potential profitability. These risk factors may be amended, supplemented, or superseded from time to time in filings and reports that we file with the SEC in the future. Risks Related to Our Financial Condition We have not generated any revenues and have experienced significant losses to date, and we expect to continue incur losses for the foreseeable future . We have experienced and continue to experience negative cash flows from ope

View Full Filing

View this S-1 filing on SEC EDGAR