SolarWindow Technologies, Inc. (WNDW)

[TRUISM]

tem 1.01. Entry Into a Material Definitive Agreement.
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On September 29, 2017, SolarWindow Technologies, Inc. (the “ Company ”) entered into Subscription Agreements (each, a “ Subscription Agreement ”) with four investors (collectively, the “ Investors ”), for the purchase and sale of an aggregate of 821,600 units of the Company's equity securities (the “ Units ”) at a price of $3.11per Unit, pursuant to a private placement offering conducted by the Company (the “ Offering ”) for aggregate proceeds of $2,555,176.

The Unit price represents an approximately 15% discount to the 30-day average closing price of the Company's common stock as quoted on the OTC Markets QB tier for the 30 trading days prior to the Offering. Each Unit consists of: (i) one (1) share of common stock and (ii) one (1) Series S Stock Purchase Warrant to purchase one (1) share of common stock at a price of $3.42 per share through September 29, 2022 (the “ Series S Warrants ”); the Series S Warrants may be exercised on a cashless basis using the formula contained therein.

As part of the Offering, the Company and the Investors entered into a Registration Rights Agreement (the " Registration Rights Agreement ") requiring the Company to register for resale all of the shares of common stock sold as part of the Offering, including those issuable upon exercise of the Series S Warrants .

The Company intends to use the proceeds from the Offering to continue the development and commercialization efforts of its novel SolarWindow TM technology and for general corporate purposes.



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