SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
January 5, 2017
Date of Report (Date of earliest event reported)
SolarWindow Technologies, Inc.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation)
333-127953
(Commission File Number)
59-3509694
(I.R.S. Employer Identification No.)
10632 Little Patuxent Parkway
Suite 406
Columbia, Maryland 21044
(Address of principal executive offices)
(800) 213-0689
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry Into a Material Definitive Agreement.
On January 5, 2017, SolarWindow Technologies, Inc. (the “Company”) entered into a Second Amendment to Bridge Loan Agreement (the “Amendment”) with Kalen Capital Holdings, LLC, a wholly owned subsidiary of Kalen Capital Corporation (“KCH”), pursuant to which KCH agreed to extend the maturity date of the loan in the amount of $600,000 made to the Company on March 4, 2015 from December 31, 2016 to December 31, 2017. The Amendment further provides that no event of default has occurred as a result of the Company not paying the loan on December 31, 2016.
The foregoing descriptions of the Amendment contained herein does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment filed as Exhibit 10.1 and incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off Balance Sheet Arrangement of a Registrant
The information provided in response to Item 1.01 of this report is incorporated by reference into this Item 2.03.
Item 9.01. Financial Statements and Exhibits
Exhibit No. |
| Description |
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| 10.1 | Second Amendment to Bridge Loan Agreement between SolarWindow Technologies, Inc. and Kalen Capital Holdings, LLC dated January 5, 2017 |
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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 January 9, 2017.
| SolarWindow Technologies, Inc. | |||
| By: | /s/ John Conklin | ||
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| Name: John Conklin | |
| Title: President and Chief Executive Officer | |||
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EXHIBIT 10.1
SECOND AMENDMENT TO BRIDGE LOAN AGREEMENT
THIS SECOND AMENDMENT TO BRIDGE LOAN AGREEMENT (this “Agreement”) is dated as of January 5, 2017, by and between SolarWindow Technologies, Inc. (“Borrower”), a Nevada corporation and Kalen Capital Holdings, LLC (“Creditor”) a Delaware limited liability corporation and a wholly owned subsidiary of Kalen Capital Corporation (“KCC”), a corporation organized under the laws of the Province of Alberta, Canada.
WHEREAS, Borrower entered into a Bridge Loan Agreement dated as of March 4, 2015, as amended by the Amendment to Bridge Loan Agreement dated as of December 7, 2016 (collectively, the “Loan Agreement”) with 1420468 Alberta Ltd. (“1420468 Alberta”), pursuant to which 1420468 Alberta provided Borrower with a loan in the principal amount of $600,000, with a maturity date of December 31, 2016;
WHEREAS, on or about December 31, 2015, 1420468 Alberta was amalgamated into KCC, with KCC being the surviving legal entity and the holder of the Promissory Note, which it assigned to Creditor; and
WHEREAS, Borrower and Creditor desire to extend the maturity date of the Loan to December 31, 2017;
NOW, THEREFORE, the parties hereto, in consideration of their mutual covenants hereinafter set forth and intending to be legally bound hereby, agree as follows:
1. Definitions.
All capitalized but undefined terms used herein shall have the mean set forth in the Bridge Loan Agreement.
2. Extension of Maturity Date.
Borrower and Creditor hereby agree to extend the Maturity Date for payment of the Principal Amount and all interest due thereon to December 31, 2017 and all references in the Loan Agreement and Promissory Note to Maturity Date shall mean December 31, 2017.
3. No Event of Default.
No Event of Default has occurred and is continuing or exists. For purposes hereof, Creditor has agreed to waive any Event of Default of the Loan arising from Borrower’s failure to pay the Loan and the interest due thereon on December 31, 2016.
4. No Other Changes.
Other than as specifically set forth herein, the Loan Agreement remains in full force and effect.
5. Counterparts.
This Agreement may be executed in one or more counterparts, each of which when executed and delivered shall constitute an original and all of which together shall constitute a single agreement.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date first above written.
SolarWindow Technologies, Inc.
By: /s/ John Conklin
Name: John Conklin
Title: President and Chief Executive Officer
Kalen Capital Holdings, LLC
By: /s/ Harmel S. Rayat
Name: Harmel S. Rayat
Title: President
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