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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
February 28, 2024
Date of Report (Date of earliest event reported)
SolarWindow Technologies, Inc.
(Exact name of registrant as specified in its charter)
| Nevada |
|
333-127953 |
|
59-3509694 |
|
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
| 9375 E. Shea Blvd.,
Suite 107, Scottsdale, AZ |
|
85260 |
| (Address of principal executive offices) |
|
(Zip Code) |
(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):
☐ Written communications pursuant to
Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b)
of the Act: None
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the
Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐
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 13(a) of the Exchange Act. ☐
Section 5 - Corporate Governance and Management
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
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 / February 27, 2024Securities 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 Litigation Release”), pertaining
to Messrs. Rayat and Bhogal and is qualified in its entirety by reference to the SEC Litigation Release. The SEC Litigation Release may
be found on the SEC website at: https://www.sec.gov/litigation/litreleases/lr-25945
Section 9
Item 9.01 Financial Statements and Exhibits
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 |
