UNITES STATESSECURITIES 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
December 28, 2015
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):
¨ 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))
Item 1.01. Entry Into a Material Definitive Agreement.
On December 28, 2015, SolarWindow Technologies, Inc. (the "Company") entered into a modification to the Stevenson-Wydler Cooperative Research and Development Agreement (the "CRADA Modification") with the Alliance for Sustainable Energy, LLC, operator of The National Renewable Energy Laboratory ("NREL") under its U.S. Department of Energy contract, previously entered into between the Company and NREL. The purpose of the CRADA Modification is to extend the date pursuant to which NREL's researchers will make use of the Company's exclusive intellectual property and NREL's background intellectual property in order to work towards specific product development goals.
The above description of the CRADA Modification does not purport to be complete and is qualified in its entirety by reference to the CRADA Modification, a redacted copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
Exhibit No. | | Description |
| | |
10.1† | | Modification to the Cooperative Research and Development Agreement entered into between the National Renewable Energy Laboratory and SolarWindow Technologies, Inc. |
† Portions of this exhibit (indicated by asterisks) have been omitted pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934.
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 4, 2016.
| SolarWindow Technologies, Inc. | |
| | | |
| By: | /s/ John Conklin | |
| Name: | John Conklin | |
| Title: | President and Chief Executive Officer | |
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EXHIBIT 10.1
Redacted Copy
CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED AND FILED SEPARATELY. THE REDACTED TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH FOUR ASTERISKS ****.
Modification No. **** to CRADA No. ****
Facility Operator: | | Alliance for Sustainable Energy, LLC ("Alliance") |
| | National Renewable Energy Laboratory |
| | |
Participant: | | SolarWindow Technologies, Inc. |
| | |
Period of Performance: | | **** through **** |
| | This modification adds $**** to the agreement and extends the period of performance for ****. |
Except as stated herein, all terms and conditions of the Cooperative Research and Development Agreement shall remain in full force and effect without change. In the event of any conflict between the terms of the subject Agreement and this Modification, the provisions of this Modification shall take precedence.
ARTICLE II, "Joint Work Statement" is modified to include Appendix A "Joint Work Statement for Modification No ****," which is attached hereto and incorporated by reference.
ARTICLE III, "Term, Funding, and Costs," Paragraph A, is modified to reflect a new completion date of ****. It is hereby acknowledged and agreed that existing work under CRADA Modification **** may continue to be performed by Contractor until ****.
ARTICLE III, "Term, Funding, and Costs," Paragraph B, is modified to add a Participant funds-in contribution of $****. Total contributions, including those previously provided under this Agreement, are as follows:
| | Prior Contributions | | Modification No. **** | | Total |
Participant In-Kind Contribution: | | $**** | | $**** | | $**** |
Participant Funds-In Contribution: | | $**** | | $**** | | $**** |
Government In-Kind Contribution: | | $**** | | $**** | | $**** |
CRADA TOTAL VALUE | | $**** | | $**** | | $**** |
APPENDIX A-Joint Work Statement: The attached Appendix A "Joint Work Statement for Modification No. ****" is hereby added to the Agreement.
The parties have indicated their acceptance of this Modification No. **** to Agreement No. **** between SolarWindow Technologies, Inc. and Alliance, operator of the National Renewable Energy Laboratory by signature below. This Modification shall not be effective until approved by the U.S. Department of Energy.
Redacted Copy
CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED AND FILED SEPARATELY. THE REDACTED TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH FOUR ASTERISKS ****.
Accepted: | | Accepted: |
SolarWindow Technologies, Inc. | | Alliance for Sustainable Energy, LLC. |
| | | | |
By: | /s/ John A. Conklin | | By: | /s/ Bobi Garrett |
Name: | John A. Conklin | | Name: | Bobi Garrett |
Title: | President & CEO | | Title: | Deputy Laboratory Director Strategic Programs & Partnerships |
| | | | |
Date: December 21, 2015 | | Date: December 22, 2015 |
| | | | |
| | | |
| | | | |
Accepted: | | | | |
DOE Approval, if scope and/or dollar increase | | | |
| | | | |
By: | /s/ David Lighthall | | | |
Name: | David Lighthall | | | |
Title: | Contracting Officer | | | |
| | | | |
Date: December 28, 2015 | | | |
Redacted Copy
CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED AND FILED SEPARATELY. THE REDACTED TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH FOUR ASTERISKS ****.
National Renewable Energy Laboratory
Cooperative Research and Development Agreement
Appendix A—Joint Work Statement-
Modification No. ****
CRADA # ****
Title: Commercialization of SolarWindow Technologies, Inc. Organic Photovoltaic "OPV" based Transparent Electricity-Generating ****
Abstract of CRADA work:
SolarWindow Technologies, Inc. (SWT) is preparing, over the **** (beginning ****), to commercialize the company's OPV-based SolarWindow™ transparent electricity-generating **** for building-integrated photovoltaic (BIPV), and glass and flexible substrate applications. SWT and NREL will work jointly towards commercialization by ****, ****; ****, ****, ****, and **** of the SolarWindow™ technology. Furthermore, SWT and NREL will identify and perform appropriate **** in preparation for obtaining all **** required for product commercialization.
In parallel with the progress towards commercialization with the ****, SWT and NREL will also ****, and **** to further improve ****. This **** includes ****. Enhancing **** includes the ****.
Participant Name and Address:
SolarWindow Technologies, Inc.
10632 Little Patuxent Parkway, Suite 406
Columbia, MD 21044
Participant Type
Foreign | ¨ |
| |
University | ¨ |
| |
Small Business | x |
| |
Large Business | ¨ |
| |
State & Local Government | ¨ |
| |
Not-for-Profit | ¨ |
Schedule
The Period of Performance for this effort will continue until ****.
Redacted Copy
CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED AND FILED SEPARATELY. THE REDACTED TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH FOUR ASTERISKS ****.
Purpose
Work under this CRADA will be directed towards ****, ****, and **** of Participant's BIPV technology.
Task Descriptions and Estimated Completion Dates
**** Areas of Work:
| o | **** |
| | |
| o | ****, ****, ****, ****, etc. |
| o | ****, ****, **** |
| | |
| o | ****, ****, **** (****) |
| | |
| o | ****, ****, **** |
| | |
| o | **** |
| o | ****/****/**** |
| | |
| o | **** |
| | |
| o | **** |
| o | **** |
| | |
| o | New **** |
| | |
| o | Alternative **** |
| | |
| o | ****Alternatives: |
| o | Maintain **** |
| | |
| o | **** |
| | |
| o | **** |
| | |
| o | **** |
| | |
| o | **** |
| | |
| o | **** |
| | |
| o | **** |
Redacted Copy
CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED AND FILED SEPARATELY. THE REDACTED TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH FOUR ASTERISKS ****.
| o | **** on glass of SolarWindow applied **** |
**** Areas of Work (Primary Focus):
| · | Support to ****of ****& **** |
| o | Develop and meet **** |
| | |
| o | **** round of **** |
| o | **** |
| | |
| o | ****, **** |
| | |
| o | **** Modules from **** |
| | |
| o | **** and **** |
| | |
| o | **** and **** configurations |
| · | **** Integration (SolarWindow ****) |
| · | **** |
| · | **** |
| · | Data **** |
| · | Data **** |
| | |
| · | SolarWindow™ **** as a **** Conditions |
| o | The **** of this **** is to accurately **** SolarWindow™ module **** under **** |
| · | **** |
| · | **** |
| · | **** |
| · | **** |
| · | **** |
| · | **** |
Redacted Copy
CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED AND FILED SEPARATELY. THE REDACTED TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH FOUR ASTERISKS ****.
Year 2 Areas of Work (Secondary Focus):
| · | **** Process Development: |
Funding Table
Estimated Costs | | NREL Shared Resources | | Participant Shared Resources | | Participant Funds In | | Totals |
Year **** | | $**** | | $**** | | $**** | | $**** |
Year **** | | $**** | | $**** | | $**** | | $**** |
Year **** | | $**** | | $**** | | $**** | | $**** |
TOTALS | | $**** | | $**** | | $**** | | $**** |
Fed Admin Charge on Funds-in | | **** | | **** | | **** | | **** |
DOE Mission Area to benefit from this CRADA:
Energy | x |
| |
Environmental Quality | ¨ |
| |
Science | ¨ |
| |
Other, name: | ¨ |
CRADA benefit to DOE, Participant, and US Taxpayer:
The technology developed under this CRADA would enable the Participant to **** and **** with **** and ****. In that the technology **** under the CRADA would facilitate the **** and **** of ****, it is aligned with the objectives of the DOE National Solar Energy Programs. The CRADA will benefit the U.S. taxpayer by promoting the adoption of clean energy technology and contributing to the growth and viability U.S. **** industry.
DOE Program Manager: Lidija Sekaric, 202-306-5434
CRADA format is Modular CRADA. If other, such as multilab or USIC, identify: N/A .
Special Considerations
Background Intellectual Property:
No ¨ Yes x If yes, list: See attached Appendix B
Redacted Copy
CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED AND FILED SEPARATELY. THE REDACTED TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH FOUR ASTERISKS ****.
Is Participant interested in licensing BIP at this time: No ¨ Yes ¨ x To be determined
If yes, identify any known special issues with a potential license (i.e., BIP still in ROI stage, or already exclusively licensed, or has broader applications than scope of CRADA, or in contention right now with another partner. If none, write "NONE.").
Are human or animal subjects to be used as part of this CRADA?
No x Yes ¨
Have all necessary ES&H and quality (NEPA) reviews been completed?
Yes x No ¨(if not, explain)
Are there any organizational or personal conflicts of interest associated with this CRADA?
No x Yes ¨(explain)
NREL maintains on file signed COI certificates for each employee with a substantial role in this CRADA.
Will export controlled information be produced?
No x Yes ¨(if yes, identify)
Fairness of Opportunity requirements have been satisfied by:
x Participant approached laboratory
¨ Participant responded to FedBizOpps announcement
¨ Participant was contacted by laboratory after or during broad public announcement or solicitation
For 100% funds-in CRADAs, the Participant has been notified of other types of technology transfer agreements, such as Work for Others.
¨ Yes ¨ No x N/A
Did the Participant require any substantive changes to the Modular CRADA or any changes to double-underlined language?
No x Yes ¨ If yes, attach copies of the proposed modified articles. If substantively altered, attach Participant's US Competitiveness justification.
Additional Special Considerations: NONE
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