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On January 13, 2023, the Board of Directors (the “Board”) of SolarWindow Technologies, Inc. (the “Company”) determined that it is in the best interests of the Company to formally exit South Korea and dissolve its indirect, wholly owned, South Korean domiciled subsidiary, SolarWindow Asia Co., Ltd. (the “Korean Subsidiary”).
Effective as of the Company’s quarterly report of Form 10-Q for the three and nine months ended May 31, 2022, the Company recognized an impairment of the net asset value of all assets held by the Korean Subsidiary of $674,200. The total investment by the Company into the Korean Subsidiary through May 31, 2022 was $1,894,000. The Company has not provided capital to the Korean Subsidiary since May 2, 2022.
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.
(a) Appointment of Directors or Certain Officers.
On January 13, 2023, the Board elected Mr. Harmel S. Rayat to fill the vacancy created by the resignation of Mr. John Rhee (“Rhee”) and serve as a director of the Board. Mr. Rayat will serve in such position until his successor shall have been elected and qualified or his earlier resignation or removal. Most recently, Mr. Rayat served as a director of the Company from March 15, 2018, to October 1, 2020.
we have been waiting decades already. The laws of physics are hard to break but the company has pressed ahead with partnerships and processes as if it is easy.
they need to have a product that is of commercial use.
currently they have a demonstration unit roughly one foot square with significant side elements (2-3 inches wide).
Lots of talk about automating the production in the glass rolling phase but until they can get the charge form the center of the pane to the edge running over say 10' they will not have a commercial product.
Laws of physics are not on their side but who knows what non- technology can do.
REAL businesses complete DD on acquisitions BEFORE a check is cut. More so when the target is overseas. Notice how share price and volume have plummeted.
What's going on? Certainly not GAAP audited earnings or SH dividend payments. What-A-Joke this "company" is.
No PR's since the alleged transition to major shareholder.
Wonder if the SEC is additionally looking into this stock, prior to the supposed
passing of the torch.
"During the three months ended May 31, 2022, the Company recognized an impairment of all assets related to the Korean Subsidiary totaling $674,200. The impairment was recognized due to the Company’s inability to obtain from the management of the Korean Subsidiary the complete financial statements and related documentation for the three months ended May 31, 2022 thereby placing into doubt the recoverability of assets located in South Korea. Any amounts that become recoverable will be recognized accordingly. SWT has retained counsel in South Korea to provide legal services on behalf of SWT with respect to the recovery of these assets."
"During the three months ended May 31, 2022, the Company recognized an impairment of all assets related to the Korean Subsidiary totaling $674,200. The impairment was recognized due to the Company’s inability to obtain from the management of the Korean Subsidiary the complete financial statements and related documentation for the three months ended May 31, 2022 thereby placing into doubt the recoverability of assets located in South Korea. Any amounts that become recoverable will be recognized accordingly. SWT has retained counsel in South Korea to provide legal services on behalf of SWT with respect to the recovery of these assets."
Correct - I keep 100 shares of WNDW so it stays on my radar.
I sold my other stocks and went to cash when I didn't like the market direction.
My remaining stock is a profitable company that just completed an expansion. They will not be affected by a recession due to ownership and service contracts. Over the past 3 months, it is up 98.4%. They have declared a dividend to be paid in Dec. so I expect further upwards movement.
The company earnings increased by 140% to $31,694 for the period ending December 31, 2019 from $(78,639) in revenues for the same period ending December 31, 2018. The company’s earnings, after adjustment for one-time cost of accrued services, would be $391,694.
Harmel Rayat and Kalen Capital Corporation sold their shares of WNDW on Dec. 8, 2021 to John Rhee who has moved operations to South Korea.
Having been a WNDW shareholder since 2010, there never was a paid promotion of WNDW shares.
There is NO CONNECTION between Solar Windows and Renova and WNDW is not a part of any SEC investigation or lawsuit.
Mr. Rayat founded, funded, and has supported SolarWindow operations and development of its technologies with more than $30 million in equity investment.
Mr. John Rhee currently serves as a Director and President of SolarWindow Technologies, Inc. Along with his immediate family, Mr. Rhee is a controlling shareholder of Light Quantum Energy Holdings, and Director. He served on the Investment Committee of the Barbara Bush Foundation, and served as Chief Financial Officer of the Nobel Sustainability Trust. Previously, Mr. Rhee was Executive Director at SoftBank Investment and Venture Fund, served as a senior advisor to the Government of South Korea, and today is a global sustainability investor-advocate with a history of philanthropy.
Mr. Rhee was attorney with Davis Polk and Wardwell in New York, a leading corporate law firm specializing in capital markets, and earlier, clerked for the White House Legal Counsel’s Office. Mr. Rhee has a J.D. from Yale Law School where he was distinguished as a John M. Olin Law and Economics Scholar, and holds a bachelor’s degree from Cornell University.
1. This case concerns a longstanding and wide-reaching fraudulent scheme to increase the share price and trading volume of the common stock of RenovaCare, a purported medical device company with no commercially available product and no revenue. From at least 2007 to 2018 (the “Relevant Period”), Rayat, a recidivist securities law violator and majority and controlling shareholder of RenovaCare, orchestrated the scheme along with three long-time friends and business associates – Bhogal, Sidhu, and Fleming.
2. Defendants’ fraudulent scheme, which was essentially a “pump and dump” designed to artificially increase the share price and trading volume of RenovaCare stock to permit Defendants to sell shares at an inflated price, involved a number of steps, including: (i) accumulating millions of shares of RenovaCare stock and distributing them among the Defendants; (ii) coordinating the registration of restricted shares for resale, and depositing them as “free trading” shares in brokerage accounts in the United States and Canada; (iii) promoting RenovaCare stock to investors through a paid third-party promotional campaign while intending to sell and selling – a practice known as “scalping;” (iv) disseminating materially false statements in a Company press release and a Form 8-K filed with the Commission, both of which denied any involvement in the promotional campaign orchestrated and funded by Defendants; (v) orchestrating RenovaCare press releases to coincide with the third-party promotion; and (vi) manipulative trading across multiple accounts to support the share price and trading volume of RenovaCare stock while selling over one million of shares to monetize the scheme.
3. In organizing and executing this fraudulent scheme, Rayat and his associates were playing a “long game.” Beginning no later than 2007, Rayat transferred shares of RenovaCare and other penny stocks to Sidhu, Bhogal, and others. Rayat retained a financial interest in the shares he transferred – either in the form of debt obligations or preferred shares in the entities that received the shares. This allowed Rayat to profit from the sale of shares by others during the promotional activity.
4. Each of the individual Defendants played a role in the scheme, and they acted through and used RenovaCare as a vehicle for the fraud. For example, Bhogal – Rayat’s friend and long-time business associate, and a large shareholder of RenovaCare stock who also served as a consultant to the Company – played a central part in creating and maintaining RenovaCare’s “investor relations” operation, including developing a company website, managing a series of third-party investor relations consultants, and managing the timing and content of RenovaCare’s public press releases.
5. By at least 2015, RenovaCare’s investor relations program was in place, and Defendants engaged a series of third-party promoters to tout the Company and its common stock in focused promotional campaigns intended to increase its stock price and trading volume to permit them to profit.
6. In July 2017, Rayat hired one such promoter, StreetAuthority, LLC (“StreetAuthority”), to conduct a promotional campaign focused on RenovaCare stock and the Company’s experimental medical device called the “SkinGun.” Each year, StreetAuthority built a promotional campaign called the “Predictions Campaign” around an annual “Predictions Report” for the next calendar year. After Rayat approached StreetAuthority and offered to fund the campaign, RenovaCare and another company owned by Rayat became StreetAuthority’s lead “predictions.”
7. Rayat knowingly provided materially false information to StreetAuthority for use 3 in its promotional campaign aimed at “pumping” the share price and trading volume of RenovaCare stock. This included false “before and after” pictures of a burn patient that was treated with a SkinGun prototype.
8. From at least July 2017 through February 2018, Rayat organized, financed and directed StreetAuthority’s efforts, which included a steady stream of “research” reports, emails, and advertisements that encouraged investors to buy RenovaCare stock. During this promotional blitz – funded by RenovaCare – the Company issued press releases to bolster the StreetAuthority promotional campaign. Bhogal was responsible for and worked on several press releases issued by the Company, all while knowing that StreetAuthority was promoting RenovaCare.
9. Rayat, Bhogal, Sidhu, and Fleming intended to sell and all but Rayat sold RenovaCare stock while the StreetAuthority promotional campaign was ongoing – the textbook definition of scalping. During this time, Bhogal, Sidhu, and Fleming’s RenovaCare stock trading tracked key events in the StreetAuthority promotional campaign as well as each other’s trading activity.
10. While the Predictions Campaign was active, Bhogal sold millions-of-dollars of RenovaCare shares through Alberta Ltd., a company in which Rayat held a substantial financial interest. Later in the scheme, Bhogal also placed at least two orders to buy RenovaCare stock that were intended to manipulate the market.
11. Sidhu – Rayat’s long-time business associate, and a former member of RenovaCare’s board of directors – coordinated the registration and deposit of Defendants’ RenovaCare shares during the Relevant Period. He also sold millions-of-dollars of RenovaCare shares during the fraudulent scheme, using multiple brokerage accounts, and engaged in manipulative trading to further artificially inflate the market for RenovaCare stock.
12. Fleming – a third party investor relations consultant to RenovaCare and an active participant in the StreetAuthority promotional campaign – sold over 50,000 RenovaCare shares during the fraudulent scheme, and engaged in manipulative trading to further artificially inflate the market for RenovaCare stock.
13. While the scheme was ongoing, Defendants also took steps to conceal their role in the Predictions Campaign. On January 8, 2018 – in response to an inquiry from OTC Markets Group, Inc. (“OTC Markets”), the entity that supervised the exchange on which RenovaCare stock was listed – Rayat, Bhogal, and RenovaCare made and publicly disseminated a materially false press release that denied any involvement in the StreetAuthority promotional campaign.
14. As a result of the fraudulent conduct alleged below, Bhogal, Sidhu, and Fleming sold millions of shares of RenovaCare stock at artificially inflated prices and made over $7 million in ill-gotten gains, either directly or through the Relief Defendants, which were entities they owned and controlled and in which Rayat had substantial financial interests.
VIOLATIONS AND RELIEF SOUGHT
15. By engaging in the conduct described in this Complaint, Defendants violated Section 17(a) of the Securities Act of 1933 (“Securities Act”), 15 U.S.C. § 77q(a), Section 10(b) of the Securities Exchange Act of 1934 (“Exchange Act”), 15 U.S.C. § 78j(b), and Rule 10b-5 thereunder, 17 C.F.R. § 240.10b-5; RenovaCare violated Section 15(d) of the Exchange Act, 15 U.S.C. § 78o(d), and Rules 15d-11 and 12b-20 thereunder, 17 C.F.R §§ 240.15d-1 & 240.12b- 20; Bhogal, Sidhu, and Fleming violated Section 9(a)(2) of the Exchange Act, 15 U.S.C. § 78i(a)(2); Rayat and Bhogal aided and abetted RenovaCare’s violation of Section 10(b) of the Exchange Act, and Rule 10b-5 thereunder, in violation of Section 20(e) of the Exchange Act, 15 U.S.C. § 78t(e); Bhogal aided and abetted Rayat’s and RenovaCare’s violations of Section 17(a) 5
Case 1:21-cv-04777-LJL Document 110 Filed 08/26/22 Page 6 of 59 of the Securities Act, in violation of Section 15(b) of the Securities Act, 15 U.S.C. § 77o(b); and, by acting through or by means of third parties, including StreetAuthority, RenovaCare’s third- party investor relations consultants, and each other, Rayat, Bhogal, Sidhu, and Fleming violated Section 20(b) of the Exchange Act.15 U.S.C. § 78t(b). Unless restrained and enjoined, Defendants will engage in further violations of these provisions.
16. The Commission respectfully requests that the Court enter a judgment: (i) enjoining Defendants from committing further violations of the Federal securities laws as alleged in this Complaint; (ii) ordering Rayat, Bhogal, Sidhu, Fleming, and the Relief Defendants to disgorge their ill-gotten gains with prejudgment interest; (iii) ordering Defendants to pay civil monetary penalties; (iv) permanently barring Rayat, Bhogal, Sidhu, and Fleming from participating in any offering of a penny stock and serving as an officer or director of a public company; and (v) ordering other appropriate and necessary equitable relief.
verall market sentiment has been high on Solarwindow Technologies Inc (WNDW) stock lately. WNDW receives a Bullish rating from InvestorsObserver Stock Sentiment Indicator.
Solarwindow Technologies Inc has a Bullish sentiment reading.
While we are waiting and waiting here..... A new breakthrough could turn windows into active solar panels It lets through more than 20 percent of visible light.
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