Current Report Filing (8-k)

Date : 06/19/2019 @ 7:40PM
Source : Edgar (US Regulatory)
Stock : Solarwindow Technologies, Inc. (PC CE) (WNDW)
Quote : 2.86  0.02 (0.70%) @ 8:59PM

Current Report Filing (8-k)

 

UNITED STATES
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

Date of Report (Date of earliest event Reported): June 14, 2019  

SolarWindow Technologies, Inc.
(Exact Name of Registrant as Specified in Charter)

Nevada 333-127953 59-3509694
(State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification Number)

 

9375 East Shea Blvd. Suite 107-B, Scottsdale, AZ 85260
(Address of Principal Executive Offices) (Zip Code)

(800) 213-0689
(Registrant's telephone number, including area code)


(Former name or former address, if changed since last report)

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:

  [   ]   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:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $0.001 WNDW OTC Pink

 

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.

Effective June 14, 2019, Mr. Gary Parmar was appointed to the Board of Directors of SolarWindow Technologies Inc. (the “Company”) as Director. Subject to, and upon, commencement of Mr. Parmar’s tenure as a Director, he will be compensated $1,750 per calendar quarter (every three months). At the discretion of the Board, Mr. Parmar may be provided additional cash and/or option shares of common stock compensation for meeting specified business and technology objectives, or for serving on a Board Governance Committee.

Since 2004, Mr. Gary Parmar has been a Partner at MNP, a national accounting, tax and business consulting firm in Canada, where he provides accounting, tax, financial planning and business management advice to private enterprises and family-owned businesses. Mr. Parmar is a Chartered Professional Accountant (CPA) who qualified as a Chartered Accountant (CA) and holds a Bachelor of Commerce degree from the University of Alberta, where he majored in accounting.

MNP is not affiliated with SolarWindow Technologies, Inc.

Mr. Parmar has not served as a director of a public company or any company registered as an investment company in the past 5 years.

Section 7 Regulation FD

Item 7.01. Regulation FD Disclosure.

On June 18, 2019, the Company issued a press release announcing the appointment of Mr. Gary Parmar as Director.

A copy of the press release is attached as  Exhibit 99.1  hereto.

Except for the historical information presented in this document, the matters discussed in this Report, or otherwise incorporated by reference into this document, contain “forward-looking statements” (as such term is defined in the Private Securities Litigation Reform Act of 1995). These statements are identified by the use of forward-looking terminology such as “believes,” “plans,” “intend,” ”scheduled,” “potential,” “continue,” “estimates,” “hopes,” “goal,” “objective,” “expects,” “may,” “will,” “should” or “anticipates” or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy that involve risks and uncertainties. The safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, apply to forward-looking statements made by the Registrant. The reader is cautioned that no statements contained in this Report should be construed as a guarantee or assurance of future performance or results. These forward-looking statements involve risks and uncertainties, including those identified within this Report. The actual results that the Registrant achieves may differ materially from any forward-looking statements due to such risks and uncertainties. These forward-looking statements are based on current expectations, and the Registrant assumes no obligation to update this information. Readers are urged to carefully review and consider the various disclosures made by the Registrant in this Report and in the Registrant’s other reports filed with the Securities and Exchange Commission that attempt to advise interested parties of the risks and factors that may affect the Registrant’s business.

Note: Information in this Report furnished pursuant to Item 7 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in this Report shall not be incorporated by reference into any registration statement pursuant to the Securities Act of 1933, as amended. The furnishing of the information in this Report is not intended to, and does not, constitute a representation that such furnishing is required by Regulation FD or that the information this Report contains is material investor information that is not otherwise publicly available.

Section 9 Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

Exhibit No.   Description
     
99.1   Press Release dated June 18, 2019 


SIGNATURE

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.

  SolarWindow Technologies, Inc.
     
   
Date: June 19, 2019 By:  /s/ John Conklin        
    John Conklin
    President and Chief Executive Officer
   

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