SolarWindow Technologies, Inc. (WNDW)

[mr40]

UP DATE AND ACTIVITY FROM THE FORM 10Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended May 31, 2019

During the nine months ended May 31, 2019, the Company purchased $596,651 of equipment, including an initial payment totaling $553,995 towards the purchase of manufacturing equipment with an estimated total cost of $1,846,650.

That equipment is currently being manufactured to our particular specifications and will provide a significant increase in our ability to develop and showcase prototype products and components at or near “full size”.

Subsequent to May 31, 2019, as of the date of this report, the Company is obligated to the manufacturer for 40% of the cost of the equipment, or $738,660 which we anticipate remitting in July 2019.

The remaining $553,995 is expected to be paid upon completion of the equipment sometime in October or November of 2019.

On May 1, 2019, the Company leased office space in Vestal, New York and entered into a Professional Building Lease Agreement (the “Lease”).

The Lease has an initial term of three years through May 1, 2022 with monthly rent due of $2,200 for the first two years and $2,266 during year three.
The Company has the sole option to renew the lease for an additional two years through May 1, 2024. The amounts disclosed in the Consolidated Balance Sheets pertaining to the right-of-use asset and lease liability are measured based on only the initial, three-year term.

On June 14, 2019, the Company received a payment request for 40% or $738,660 of the cost of the manufacturing equipment currently in construction which we anticipate remitting on or about July 19, 2019, See NOTE 2 – Summary of Significant Accounting Policies, for additional information.

On July 5, 2019, the Board appointed Steve Yan-Klassen to serve as its Treasurer. Mr. Klassen was originally appointed to serve as the Company’s Chief Financial Officer on October 22, 2018. Currently there is no written employment agreement between the Company and Mr. Yan-Klassen. Mr. Yan-Klassen employment is at will and may be terminated by him or the Company at any time. Mr. Yan-Klassen will receive an annual salary of Canadian $31,500 payable bi-weekly.

On July 5, 2019, the Board appointed Justin Frere, CPA, to serve as its Secretary. Mr. Frere has served as the Company’s Controller since August of 2011 and continues to serve the Company as its Controller. Mr. Frere and the Company entered into an Accounting Services Agreement originally dated August 25, 2011 as amended on January 1, 2014 and December 8, 2014. Mr. Frere and the Company have a verbal agreement whereby the Company will pay Mr. Frere a salary of $8,000 per month for his services as Controller and Secretary.

On July 5, 2019, the Board granted 50,000 options to each of its Board members and the Treasurer and Secretary for a total option grant of 400,000 options. The non qualified stock options are subject to vesting ratably over five (5) years and are exchangeable for cash upon exercise.

On July 5, 2019, the Board granted 6,000 options each to two employees for a total option grant of 12,000 options. The non qualified stock options are subject to vesting ratably over three (3) years and are exchangeable for cash upon exercise.

On July 5, 2019, the Board Granted to Jatinder Bhogal, an option to purchase 1,008,000 shares of common stock which will vest ratably over 4 years.

Vesting for all options granted on July 5, 2019 as described above options begins on May 31, 2019 and carry an exercise price of $3.54 per share, the closing price of the Company’s common stock on the date of grant.

SolarWindow has been awarded a Grant by the U.S. Department of Energy, for Advanced Manufacturing.

The Company was awarded the CRADA after submitting a proposal outlining its process technologies and fabrication methods to the DOE’s Roll-to-Roll Advanced Materials Manufacturing Consortium, led by Oak Ridge National Laboratory (ORNL) and partnering with Argonne National Laboratory (ANL), Lawrence Berkeley National Laboratory (LBNL), and the National Renewable Energy Laboratory (NREL). The CRADA will be carried out with the DOE by SolarWindow, ANL, and NREL.

What is a CRADA?
A Cooperative Research and Development Agreement (CRADA) is an agreement between a Federal laboratory and a non-Federal party to perform collaborative research and development in any area that is consistent with the Federal laboratory's mission.
CRADAs are the most frequently used mechanism for formalizing interactions and partnerships between private industry and the Naval Research Laboratory and the only mechanism for receiving funds from non-Federal sources for collaborative work.

* Our SolarWindow™ transparent electricity-generating glass modules were successfully processed under rigorous conditions in an autoclave system used for window glass lamination at a commercial window fabricator;

• We have successfully completed important freeze/thaw performance testing necessary for the commercialization of our transparent electricity-generating coatings; modules were subjected to more than 200 freeze/thaw cycles, which yielded favorable performance results of the edge sealing processes and minimal impact on the device electrical performance;

• We have expanded product development range/activities and successfully applied our electricity-generating coatings onto flexible glass – as thin as a business card (only 0.1-millimeter-thick) – that is flexible enough to be bent without breaking or cracking.

• We have entered into the NREL CRADA which is still in effect;

• We have filed over sixty (60) U. S. and international patent and thirty (30) trademark applications for our electricity-generating coating and SolarWindow™ technology development efforts;

• We have expanded the use of our SolarWindow™ coatings to include two new product lines for commercial and military aircraft, and the safety and security of military pilots;

• We have generated electricity on flexible plastic using novel see-through SolarWindow™ coatings;

• We have developed new SolarWindow™ coatings with increased transparency and improved color;

• We have produced the largest OPV device ever fabricated at NREL in the institute’s history; and

• We have successfully collected and transported electricity using a virtually ‘invisible’ conductive wiring system developed for SolarWindow™.

(NREL is the National Renewable Energy Laboratory) https://www.nrel.gov/about/

We are currently developing “ SolarWindow™ Products ” derived from our SolarWindow™ technology designed to address several potential markets, including:

• SolarWindow™ – Commercial – A flat glass product for installation in new commercial towers under construction and replacement windows;

• SolarWindow™ – Structural Glass – Structural glass walls and curtains for tall structures;

• SolarWindow™ – Architectural Glass – Textured and decorative interior glass walls, room dividers, etc.;

• SolarWindow™ –Residential – A window glass for installation in new residential homes under construction and replacement windows;

• SolarWindow™ – Flex – Flexible films which may be applied directly to different surfaces; and

• SolarWindow™ Retrofit Veneer - Transparent, tinted, and flexible veneers that installers can apply directly on to existing, previously installed, window glass.

In addition to SolarWindow™-Commercial, Structural, and Architectural products, we are also developing SolarWindow™ Retrofit Veneer products as transparent, tinted, flexible and rigid veneers that installers can apply directly over the inside of existing windows.

This expanded product line broadens our market reach beyond new and replacement installations, to include windows currently installed on the estimated five million commercial buildings constructed in the U.S. alone.
As noted, the SolarWindow™ Retrofit Veneer products will be developed concurrently with the other SolarWindow™ products currently under development.

We also developed the capability to integrate transparent SolarWindow™ coatings on to flexible glass. This presents new product opportunities for curved and non-flat surfaces in automotive, aircraft, and military applications.

Our product development efforts have produced early working prototypes for these applications, which we are sharing with potential commercialization partners, who will work along-side us to ascertain whether the SolarWindow TM technology can form the basis for a commercially viable technology or product and to help determine which products will be first to market.

We plan to market any SolarWindow™ Products we commercialize through co-marketing and co-promotion, licensing, and distribution arrangements with third party collaborators, such as Triview, to advance the technical development and subsequent commercialization of our SolarWindow™ products.

We are actively seeking additional technology and product licensing, joint venture arrangements, and manufacturing process integration relationships with commercial partners and industry; and organizations which have established technical competencies, market reach, and mature distribution networks in the solar PV, building-integrated PV, and alternative and renewable energy market industries.

We believe that this approach could provide immediate access to existing distribution channels which can increase market penetration and commercial acceptance of our products, and enable us to avoid expending significant funds for development of a large sales and marketing organization.
Other than our agreement with Triview, we have not yet entered into any other such arrangements for these services.

https://www.otcmarkets.com/filing/html?id=13532290&guid=M8RfUHjxlI5cDyh