10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended November 30, 2023

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

For the transition period from ___________ to ___________

Commission file number 333-127953

SOLARWINDOW TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Nevada	59-3509694
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

9375 E. 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)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in 12b-2 of the Exchange Act). Yes ☐ No ☒

Securities registered pursuant to Section 12(b) of the Act: None

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 53,198,399 shares of common stock, par value $0.001, were outstanding on January 10, 2024.

SOLARWINDOW TECHNOLOGIES, INC.

FORM 10-Q

For the Quarterly Period Ended November 30, 2023

Table of Contents

PART I FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
Consolidated Balance Sheets	1
Consolidated Statements of Operations and Comprehensive Loss	2
Consolidated Statements of Stockholders’ Equity	3
Consolidated Statements of Cash Flows	4
Notes to Consolidated Financial Statements	5
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	11
Item 3. Quantitative and Qualitative Disclosures About Market Risk	15
Item 4. Controls and Procedures	15
PART II OTHER INFORMATION
Item 1A. Risk Factors	16
Item 6. Exhibits	16
Signatures	17
Certifications

PART I — FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

SOLARWINDOW TECHNOLOGIES, INC.

CONSOLIDATED BALANCE SHEETS

	November 30,			August 31,
	2023			2023
ASSETS	(Unaudited)
Current assets
Cash and cash equivalents	$	135,020		$	492,610
Short-term investments		5,300,000			5,500,000
Deferred research and development costs		103,633			56,698
Prepaid expenses and other current assets		320,319			241,688
Current assets of discontinued operations		13,775			13,522
Total current assets		5,872,746			6,304,498
Property and Equipment, net of accumulated depreciation of $128,721 and $125,127, respectively		1,311,688			1,315,282
Total assets	$	7,184,434		$	7,619,780
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued expenses	$	167,336		$	114,092
Related party payables		24,583			37,025
Current liabilities of discontinued operations		139,646			136,109
Total current liabilities		331,565			287,226
Total liabilities		331,565			287,226
Commitments and contingencies		-			-
Stockholders' equity
Preferred stock: $0.10 par value; 1,000,000 shares authorized, no shares issued and outstanding		-			-
Common stock: $0.001 par value; 300,000,000 shares authorized, 53,198,399 shares issued and outstanding at November 30, 2023 and August 31, 2023		53,198			53,198
Additional paid-in capital		82,758,599			82,735,384
Accumulated other comprehensive income (loss)		(79,687	)		(78,159	)
Retained deficit		(75,879,241	)		(75,377,869	)
Total stockholders' equity		6,852,869			7,332,554
Total liabilities and stockholders' equity	$	7,184,434		$	7,619,780

(The accompanying notes are an integral part of these consolidated financial statements)

1

SOLARWINDOW TECHNOLOGIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED)

	Three Months Ended November 30,
	2023			2022
Revenue	$	-		$	-
Operating expenses
Selling, general and administrative		451,501			384,484
Research and development		116,696			216,566
Total operating expenses		568,197			601,050
Loss from operations		(568,197	)		(601,050	)
Other income (expense)
Interest income		68,695			42,013
Total other income (expense)		68,695			42,013
Net loss from continuing operations	$	(499,502	)	$	(559,037	)
Net loss from discontinued operations		(1,870	)		(167,120	)
Net loss	$	(501,372	)	$	(726,157	)
Other comprehensive income (loss)
Foreign currency translation gain/(loss)		(1,528	)		(5,431	)
Comprehensive income (loss)	$	(502,900	)	$	(731,588	)
Loss per Share from continuing operations basic and diluted	$	(0.01	)	$	(0.01	)
Loss per Share from discontinued operations basic and diluted	$	(0.00	)	$	(0.00	)
Loss per Share basic and diluted	$	(0.01	)	$	(0.01	)
Weighted average number of common shares outstanding - basic and diluted		53,198,399			53,198,399

2

SOLARWINDOW TECHNOLOGIES, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED)

	Common Stock
FOR THE THREE MONTHS ENDED NOVEMBER 30, 2023	Shares		Amount		Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)			Retained Deficit			Total Stockholders' Equity
Balance, August 31, 2023		53,198,399	$	53,198	$	82,735,384	$	(78,159	)	$	(75,377,869	)	$	7,332,554
Stock based compensation due to common stock purchase options		-		-		23,215		-			-			23,215
Foreign currency translation adjustment		-		-		-		(1,528	)		-			(1,528	)
Net loss for the three months ended November 30, 2023		-		-		-		-			(501,372	)		(501,372	)
Balance, November 30, 2023		53,198,399	$	53,198	$	82,758,599	$	(79,687	)	$	(75,879,241	)	$	6,852,869
FOR THE THREE MONTHS ENDED NOVEMBER 30, 2022
Balance, August 31, 2022		53,198,399	$	53,198	$	82,576,002	$	(73,631	)	$	(72,981,474	)	$	9,574,095
Stock based compensation due to common stock purchase options		-		-		85,200		-			-			85,200
Foreign currency translation adjustment		-		-		-		(5,431	)		-			(5,431	)
Net loss for the three months ended November 30, 2022		-		-		-		-			(726,157	)		(726,157	)
Balance, November 30, 2022		53,198,399	$	53,198	$	82,661,202	$	(79,062	)	$	(73,707,631	)	$	8,927,707

(The accompanying notes are an integral part of these consolidated financial statements)

3

SOLARWINDOW TECHNOLOGIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

	Three Months Ended November 30,
	2023			2022
Cash flows from operating activities
Loss from continuing operations	$	(499,502	)	$	(559,037	)
Loss from discontinued operations		(1,870	)		(167,120	)
Adjustments to reconcile net loss to net cash flows used in operating activities:
Depreciation		3,594			3,927
Stock based compensation expense		23,215			85,200
Changes in operating assets and liabilities:
Deferred research and development costs		(46,935	)		(5,327	)
Prepaid expenses and other assets		(78,650	)		68,051
Accounts payable and accrued expenses		55,000			39,895
Related party payable		(12,442	)		64,964
Net cash used in operating activities		(557,590	)		(469,447	)
Cash flows from investing activities
Redemption of short-term investments		200,000			-
Net cash provided by (used in) investing activities		200,000			-
Effect of exchange rate changes on cash and cash equivalents		-			(500	)
Net increase (decrease) in cash and cash equivalents		(357,590	)		(469,947	)
Cash  and cash equivalents at beginning of period		492,610			8,077,849
Cash and cash equivalents at end of period	$	135,020		$	7,607,902

(The accompanying notes are an integral part of these consolidated financial statements)

4

SOLARWINDOW TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1 – Organization

Organization

SolarWindow Technologies, Inc. was incorporated in the State of Nevada on May 5, 1998 (“SWT” and together with its controlled subsidiary companies, collectively, the “Company”). SolarWindow® technology harvests light energy from the sun and from artificial light sources using a transparent and ultra-lightweight coating of organic photovoltaic (“OPV”) solar cells applied to glass and plastics, thereby generating electricity. The Company’s ticker symbol is WNDW.

On August 24, 2020, SolarWindow Technologies, Inc. formed wholly owned SolarWindow Asia (USA) Corp., a Nevada Corporation, as the holding company for SolarWindow Asia Co. Ltd., (the “Korean Subsidiary”) a company formed in the Republic of Korea for the purpose of expansion into the Asian markets. On January 13, 2023, the Board formally elected to dissolve the Korean Subsidiary. SWT has retained accountants and counsel in South Korea to assist in the dissolution of the Korean Subsidiary.

Liquidity

The Company has not generated any revenue since inception and has sustained recurring losses and negative cash flows from operations since inception. We expect to incur losses as we continue to develop and further refine and promote our technologies and potential product applications. As of November 30, 2023, the Company had $5,435,020 of cash, cash equivalents and short-term investments on hand, and working capital of $5,541,181. The Company believes that it currently has sufficient cash to meet its funding requirements over the next twelve months following the issuance of this Annual Report on Form 10-K. However, the Company has experienced and continues to experience negative cash flows from operations, as well as an ongoing requirement for additional capital investment. The Company expects that it may need to raise additional capital to commercialize its electricity generating coatings and application methodology. If additional funding is required, the Company expects to seek to obtain that funding through financial or strategic investors. There can be no assurance as to the availability of such financings nor is it possible to determine at this time the terms and conditions upon which such financing and capital might be available.

NOTE 2 – Interim Statement Presentation

Basis of Presentation and Use of Estimates

The accompanying unaudited interim consolidated financial statements of SolarWindow Technologies, Inc. and its controlled subsidiary companies (collectively, the “Company”) as of November 30, 2023, and for the three months ended November 30, 2023 and 2022 have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for quarterly reports on Form 10-Q and do not include all of the information and note disclosures required by U.S. generally accepted accounting principles (“U.S. GAAP”) for complete financial statements. These Consolidated Financial Statements should therefore be read in conjunction with the Consolidated Financial Statements and Notes thereto for the fiscal year ended August 31, 2023, included in our Annual Report on Form 10-K filed with the SEC on November 21, 2023.

The accompanying unaudited interim Consolidated Financial Statements have been prepared in accordance with U.S. GAAP, which requires management to make estimates and assumptions that affect amounts reported in the Consolidated Financial Statements and accompanying disclosures. Actual results may differ from those estimates. The accompanying unaudited interim consolidated financial statements have been prepared on the same basis as the audited financial statements and include all adjustments (including normal recurring adjustments) that are, in the opinion of management, necessary for a fair presentation of the Company’s consolidated financial position as of November 30, 2023, results of operations, stockholders’ equity and cash flows for the three months ended November 30, 2023, and 2022. The Company did not record an income tax provision during the periods presented due to net taxable losses. The results of operations for any interim period are not necessarily indicative of the results of operations for the entire year.

5

The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the accounting period. The Company considers its accounting policies relating to stock-based compensation to be the most significant accounting policy that involves management estimates and judgments. The Company has made accounting estimates based on the facts and circumstances available as of the reporting date. Actual amounts could differ from these estimates, and such differences could be material.

These consolidated financial statements presented are those of SolarWindow Technologies, Inc. and its wholly owned subsidiaries, SolarWindow Asia (USA) Corp., and SolarWindow Asia Co. Ltd. All significant intercompany balances and transactions have been eliminated.

As more fully described in Note 3, on January 13, 2023, the Board determined that it is in the best interests of the Company to discontinue operations in South Korea and to dissolve the Korean Subsidiary. In accordance with applicable accounting guidance, the results of the Korean Subsidiary are presented as discontinued operations in the Consolidated Statements of Operations and Comprehensive Loss and, as such, have been excluded from continuing operations. Further, the Company reclassified the assets and liabilities of the Korean Subsidiary as assets and liabilities of discontinued operations in the Consolidated Balance Sheet as of August 31, 2022. The Consolidated Statements of Cash Flows are presented on a consolidated basis for both continuing operations and discontinued operations.

Information regarding the Company’s significant accounting policies is contained in Note 2, “Summary of significant accounting policies,” to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended August 31, 2023. Presented below and in the following notes is supplemental information that should be read in conjunction with “Notes to Financial Statements” in the Annual Report.

Fiscal quarter

The Company’s quarterly periods end on November 30, February 28, May 31, and August 31. The Company’s first quarter in fiscal 2024 and 2023 ended on November 30, 2023, and 2022, respectively.

Cash and Highly Liquid Investments

Cash includes cash on hand and highly liquid investments with original maturities of three months or less from the date of purchase. The Company had $5,435,020 of cash and short-term deposits as of November 30, 2023, including $127,979 held in the US and covered by FDIC insurance, and $5,307,041 held in Canadian bank accounts with $5,239,510  in excess of Canadian Deposit Insurance Corporation insured limits.

	November 30,		August 31,
	2023		2023
Cash	$	135,020	$	492,610
Short-term investments		5,300,000		5,500,000
	$	5,435,020	$	5,992,610

6

Short-term investments

The Company determines the balance sheet classification of its investments at the time of purchase and evaluates the classification at each balance sheet date. Money market funds, certificates of deposit, and time deposits with maturities of greater than three months but no more than twelve months are carried at cost, which approximates fair value and are recorded in the consolidated balance sheets in short-term investments. As of November 30, 2023, short-term investments consist of a 12-month $4,000,000 fixed-term deposit earning interest of 5.3%, and a 12-month $1,300,000 fixed term deposit earning interest of 4.25% purchased in February 2023 and which $200,000 was redeemed during the three months ended November 30, 2023.

Accounting Pronouncements

The Company reviews new accounting standards as issued. Although some of these accounting standards issued or effective after the end of the Company’s previous fiscal year may be applicable, the Company has not identified any standards that the Company believes merit further discussion.

Recent accounting pronouncements not yet adopted

None.

Recently adopted accounting pronouncements

None.

NOTE 3 – Discontinued Operations

On January 13, 2023, the Board determined that it is in the best interests of the Company to discontinue operations in South Korea and to dissolve the Korean Subsidiary. The Company is working to dispose the Korean Subsidiary other than by sale in accordance with Accounting Standards Codification (“ASC”) 360-10-45-15, Long-Lived Assets to Be Disposed of Other Than by Sale.

In accordance with ASC 205-20, Discontinued Operations, the results of the Korean Subsidiary are presented as discontinued operations in the Consolidated Statements of Operations and Comprehensive Loss, and, as such, have been excluded from continuing operations. Further, the Company reclassified the assets and liabilities of the Korean Subsidiary as assets and liabilities of discontinued operations in the Consolidated Balance Sheet as of August 31, 2022. The Consolidated Statements of Cash Flows are presented on a consolidated basis for both continuing operations and discontinued operations.

The following table summarizes the significant items included in income from discontinued operations, net of tax in the Consolidated Statement of Operations and Comprehensive Loss for the three months ended November 30, 2023 and 2022:

	Three Months Ended November 30,
	2023			2022
Operating expenses
Selling, general and administrative	$	1,870		$	150,876
Research and development		-			16,253
Total operating expenses		1,870			167,129
Other income
Interest income		-			9
Net loss from discontinued operations	$	(1,870	)		(167,120	)

The following table summarizes the carrying value of the significant classes of assets and liabilities classified as discontinued operations as of November 30, 2023 and August 31, 2023:

	November 30, 2023		August 31, 2023
Current assets
Prepaid expenses and other current assets	$	13,775	$	13,522
Total current assets		13,775		13,522
Total assets	$	13,775	$	13,522
Current liabilities
Accounts payable and accrued expenses	$	139,646	$	136,109
Total current liabilities	$	139,646	$	136,109

7

The cash flows related to discontinued operations have not been segregated and are included in the consolidated statements of cash flows for all periods presented.

NOTE 4 - Net Income (Loss) Per Share

The computation of basic earnings per share (“EPS”) is based on the weighted average number of shares that were outstanding during the period, including shares of common stock that are issuable at the end of the reporting period. The computation of diluted EPS is based on the number of basic weighted-average shares outstanding plus the number of common shares that would be issued assuming the exercise of all potentially dilutive common shares outstanding using the treasury stock method. The computation of diluted net income per share does not assume conversion, exercise or contingent issuance of securities that would have an antidilutive effect on earnings per share. Therefore, when calculating EPS if the Company experienced a loss, there is no inclusion of dilutive securities as their inclusion in the EPS calculation is antidilutive. Furthermore, options and warrants will have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price of the options or warrants (they are in the money).

The shares listed below were not included in the computation of diluted losses per share because to do so would be antidilutive for the periods presented:

	Three Months Ended November 30,
	2023		2022
Stock options		4,183,000		6,684,400
Warrants		16,666,667		18,661,917
		20,849,667		25,346,317

NOTE 5 – Property and Equipment

Property and equipment consists of the following:

	November 30,			August 31,
	2023			2023
Computers, office equipment and software	$	14,102		$	14,102
Equipment		133,653			133,653
In-process equipment		1,292,655			1,292,655
Total property and equipment		1,440,410			1,440,410
Accumulated depreciation		(128,721	)		(125,128	)
Property and equipment, net	$	1,311,688		$	1,315,282

During the three months ended November 30, 2023 and 2022, the Company recognized straight-line depreciation expense of $3,594 and $3,927, respectively.

During the year ended August 31, 2019, the Company made deposits for in-process equipment totaling $1,292,655 towards the purchase of manufacturing equipment. The Company is currently evaluating configuration options in order to optimize the equipment for manufacturing of the Company’s initial product. Completion of the equipment may require additional payments of up to approximately $510,000.

NOTE 6 – Common Stock and Warrants

Common Stock

At November 30, 2023, the Company had 300,000,000 authorized shares of common stock with a par value of $0.001 per share, and 53,198,399 shares of common stock outstanding.

8

Warrants

Each of the Company’s warrants outstanding entitles the holder to purchase one share of the Company’s common stock for each warrant share held. The following warrants may be exercised on a cashless basis. A summary of the Company’s warrants outstanding and exercisable as of November 30, 2023 and August 31, 2023 is as follows:

	Shares of Common Stock Issuable from Warrants Outstanding as of
Description	November 30, 2023		August 31, 2023		Weighted Average Exercise Price		Date of Issuance	Expiration
Series T		16,666,667		16,666,667	$	1.70	November 26, 2018	November 26, 2025

NOTE 7 - Stock Options

The Company measures share-based compensation cost on the grant date, based on the fair value of the award, and recognizes the expense on a straight-line basis over the requisite service period for awards expected to vest. The Company estimates the grant date fair value of stock options using a Black-Scholes valuation model. No stock options were granted in the past two years. A summary of the Company’s stock option activity for the three months ended November 30, 2023 and related information follows:

	Number of Shares Subject to Option Grants			Weighted Average Exercise Price ($)		Weighted Average Remaining Contractual Term (years)		Aggregate Intrinsic Value ($)
Outstanding at August 31, 2023		4,207,400			3.04
Forfeitures and cancellations		(24,400	)		3.54
Outstanding at November 30, 2023		4,183,000			3.04		3.56		-
Exercisable at November 30, 2023		4,164,200			3.03		3.57		-

The aggregate intrinsic value in the table above represents the total pretax intrinsic value for all “in-the-money” options (i.e. the difference between the Company’s closing stock price on the last trading day of the period covered by this report and the exercise price, multiplied by the number of shares) that would have been received by the option holders had all in-the-money option holders exercised their vested options on November 30, 2023. The intrinsic value of the option changes based upon the fair market value of the Company’s common stock. Since the closing stock price was $0.70 on November 30, 2023, and no outstanding options have an exercise price below $0.70 per share, as of November 30, 2023, there is no intrinsic value in the Company’s outstanding stock options and vested options.

The following table sets forth the share-based compensation cost resulting from stock option grants, including those previously granted and vesting over time, that were recorded in the Company’s Statements of Operations for the three months ended November 30, 2023 and 2022:

	Three Months Ended November 30,
Stock compensation expense:	2023		2022
Selling, general and administrative	$	22,510	$	70,810
Research and development		705		14,390
Total	$	23,215	$	85,200

9

As of November 30, 2023, the Company had $44,180 of unrecognized compensation cost related to unvested stock options which is expected to be recognized over a period of 0.50 years.

The following table summarizes information about stock options outstanding and exercisable at November 30, 2023:

	Stock Options Outstanding						Stock Options Exercisable
Range of Exercise Prices	Number of Shares Subject to Outstanding Options		Weighted Average Contractual Life (years)		Weighted Average Exercise Price ($)		Number of Shares Subject To Options Exercise		Weighted Average Remaining Contractual Life (Years)		Weighted Average Exercise Price ($)
2.32		153,000		5.86		2.32		153,000		5.86		2.32
2.60		2,500,000		2.59		2.60		2,500,000		2.59		2.60
3.42		50,000		2.89		3.42		50,000		2.89		3.42
3.46		35,000		2.10		3.46		35,000		2.10		3.46
3.54		1,225,000		4.90		3.54		1,206,200		4.95		3.54
4.87		110,000		3.98		4.87		110,000		3.98		4.87
6.21		110,000		7.91		6.21		110,000		7.91		6.21
Total		4,183,000		3.57		3.04		4,165,700		3.56		3.03

NOTE 8 - Transactions with Related Persons

A related party with respect to the Company is generally defined as any person (and, if a natural person, inclusive of his or her immediate family) (i) that holds 10% or more of the Company’s securities, (ii) that is part of the Company’s management, (iii) that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

Joseph Sierchio, one of the Company’s directors, has maintained his role as the Company’s general counsel since its inception as Principal of the law firm of Sierchio & Partners, LLP, and then as a Partner with Satterlee Stephens LLP and beginning in August 2020, as Principal of Sierchio Law, LLP pursuant to an engagement letter which provides for an annual fee of $175,000 in exchange for general counsel services, and the reimbursement of expenses. Fees for legal services and expense reimbursement billed by Sierchio Law, LLP totaled $43,750 and $43,750 for the three months ended November 30, 2023, and 2022, respectively. As of November 30, 2023, the Company recognized a related party payable to Sierchio Law, LLP of $17,083, including $14,583 related to legal services and $2,500 related to the quarterly board fee for the three months ended November 30, 2023.

All related party transactions are recorded at the exchange amount established and agreed to between related parties and are in the normal course of business.

NOTE 9 – Commitments and Contingencies

On June 9, 2022, the Company was served the Notice of Civil Claim dated May 16, 2022 (the “Notice of Claim”), and related Notice of Application (the “Application”) and Order Made After Application (the “Order”) copies of which are referenced in this report as Exhibit 99.0. The Notice of Claim, the Application and Order are collectively referred to herein as the “Complaint.” Please refer to our Form 8-K filed on June 15, 2022, and Exhibit 99.0 hereto.

NOTE 10 – Subsequent Events

Management has reviewed material events subsequent of the period ended November 30, 2023 and through the date of filing of financial statements in accordance with FASB ASC 855 “Subsequent Events”. In managements opinion, no material subsequent events have occurred as of the date of this quarterly report.

10

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This Report on Form 10-Q contains forward-looking statements which involve assumptions and describe our future plans, strategies, and expectations, and are generally identifiable by use of words such as “may,” “will,“ “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project,” or the negative of these words or other variations on these words or comparable terminology. These statements are expressed in good faith and based upon a reasonable basis when made, but there can be no assurance that these expectations will be achieved or accomplished.

Such forward-looking statements include statements regarding, among other things, (a) the potential markets for our technologies, our potential profitability, and cash flows, (b) our growth strategies, (c) expectations from our ongoing research and development activities, (d) anticipated trends in the technology industry, (e) our future financing plans, and (f) our anticipated needs for working capital. This information may involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from the future results, performance, or achievements expressed or implied by any forward-looking statements. These statements may be found under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” as well as in this Form 10-Q generally. Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including, without limitation, the matters described in this Form 10-Q generally. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this filing will in fact occur. In addition to the information expressly required to be included in this filing, we will provide such further material information, if any, as may be necessary to make the required statements, in light of the circumstances under which they are made, not misleading.

Although forward-looking statements in this report reflect the good faith judgment of our management, forward-looking statements are inherently subject to known and unknown risks, business, economic and other risks and uncertainties that may cause actual results to be materially different from those discussed in these forward-looking statements. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. We assume no obligation to update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this report, other than as may be required by applicable law or regulation. Readers are urged to carefully review and consider the various disclosures made by us in our filings with the Securities and Exchange Commission which attempt to advise interested parties of the risks and factors that may affect our business, financial condition, results of operation and cash flows. If one or more of these risks or uncertainties materialize, or if the underlying assumptions prove incorrect, our actual results may vary materially from those expected or projected.

Except where the context otherwise requires, and for purposes of this Form 10-Q only, the terms “we,” “us,” “our,” “Company” “our Company,” and “SolarWindow” refer to SolarWindow Technologies, Inc., a Nevada corporation.

Overview

We are a developer of transparent electricity-generating coatings, and methods for their application to various materials (collectively, “LiquidElectricity® Coatings”). When applied in ultra-thin layers to rigid glass, and flexible glass and plastic surfaces our LiquidElectricity® Coatings transform otherwise ordinary surfaces into photovoltaic devices capable of generating electricity from natural sun, artificial light, and low, shaded, or reflected light conditions while maintaining transparency.

We have overcome major technical challenges and achieved many important milestones resulting in an expansion of the potential applications of LiquidElectricity® Coatings which span multiple industries, including architectural, automotive, agrivoltaic, aerospace, commercial transportation and marine. Our LiquidElectricity® Coatings are under development with support from commercial contract firms and at the U.S. Department of Energy’s National Renewable Energy Laboratory, through Cooperative Research and Development Agreements.

11

Research and Related Agreements

We are a party to certain agreements related to the development of our technology.

Stevenson-Wydler Cooperative Research and Development Agreement with the Alliance for Sustainable Energy

On March 18, 2011, we entered into the NREL CRADA with Alliance for Sustainable Energy, the operator of the NREL under its U.S. Department of Energy contract to advance the commercial development of our technology. Under terms of the NREL CRADA, NREL researchers make use of our exclusive intellectual property (“IP”), newly developed IP, and NREL’s background IP in order to work towards specific product development goals, established by the Company. Under the terms of the NREL CRADA, we agreed to reimburse Alliance for Sustainable Energy for filing fees associated with all documented, out-of-pocket costs directly related to patent application preparation and filings, and maintenance of the patent applications.

On March 6, 2013, we entered into Phase II of our NREL CRADA. Under the terms of the agreement, researchers will additionally work towards:

· further improving our technology efficiency and transparency;

· optimizing electrical power (current and voltage) output;

· optimizing the application of the active layer coatings and application processes which make it possible for LiquidElectricity® Coatings to generate electricity on glass surfaces;

· developing improved electricity-generating coatings by enhancing performance, processing, reliability, and durability;

· optimizing LiquidElectricity® Coating performance on flexible substrates; and

· developing high speed and large area roll-to-roll (R2R) and sheet-to-sheet (S2S) coating application methods required for commercial-scale building integrated photovoltaic (“BIPV”) products and windows.

On December 28, 2015, we executed another modification to the NREL CRADA (the “Modification”). Under the Modification, (i) the date of completion was extended to December 2017; and (ii) the Company and the NREL will work jointly towards achieving specific product development goals and objectives for the purpose of preparing to commercialize our OPV-based transparent electricity-generating coatings for various applications, including BIPV, glass and flexible plastics.

Over the course of our collaborative research and development efforts with the NREL under the CRADA, both parties have agreed to modifications to extend the date of completion. The Company and NREL have entered into eleven such No Cost Time Extensions (“NCTE”). Under the terms of each NCTE, all terms and conditions of the NREL CRADA remain in full force and effect without change. The current NCTE was executed on December 6, 2021, and extends the date of completion to December 31, 2024. As of November 30, 2023, the Company had a capitalized asset balance of $103,633 related to deferred research and development costs for advances to Alliance for Sustainable Energy for work to be performed under the NREL CRADA.

12

Results of Operations

Our operating results for the three months ended November 30, 2023 may not be indicative of the results that may be expected for the fiscal year. Our quarterly results of operations have varied in the past and are likely to do so again in the future. As such, we believe that period-to-period comparisons of our results of operations should not be relied upon as an indication of our future performance.

The following table presents the components of our consolidated results of operations for the periods indicated:

					2024 compared to 2023
	Three Months Ended November 30,				Increase /			Percentage
	2023		2022		(Decrease)			Change
Operating expenses:
Selling, general & administrative	$	428,991	$	313,674	$	115,317			37	%
Research and development		115,991		202,176		(86,185	)		-43	%
Stock compensation		23,215		85,200		(61,985	)		-73	%
Total Operating expense	$	568,197	$	601,050	$	(32,853	)		-5	%

Comparison of the three months ended November 30, 2023 to the three months ended November 30, 2022

Selling, general and administrative

Selling, general and administrative (“SG&A”) costs include all expenditures incurred other than research and development related costs, including costs related to personnel, professional fees, travel and entertainment, public company costs, insurance, and other office related costs. During the three months ended November 30, 2023, compared to the three months ended November 30, 2022, SG&A costs increased primarily due to higher professional and consulting fees ($133,000), offset by decreases in personnel costs ($16,000) and other administrative costs ($2,000).

Research and development

Research and Development (“R&D”) costs represent costs incurred to develop our SolarWindow® technology and are incurred pursuant to our research agreements and agreements with other third-party providers and certain internal R&D cost allocations. Payments under these agreements include salaries and benefits for R&D personnel, allocated overhead, contract services and other costs. R&D costs are expensed when incurred, except for non-refundable advance payments for future research and development activities which are capitalized and recognized as expense as the related services are performed. During the three months ended November 30, 2023, compared to the three months ended November 30, 2022, R&D costs decreased primarily as a result of a decrease in CRADA costs.

Stock-based compensation

The Company grants stock options to its directors, employees and consultants. Stock compensation represents the expense associated with the amortization of our stock options. Expense associated with equity-based transactions is calculated and expensed in our financial statements as required pursuant to various accounting rules and is non-cash in nature. Stock based compensation expense decreased due to the tapering off of the vesting period of prior granted options combined with no option grants over the past few years.

Net loss from continuing operations

Consolidated net loss from continuing operations decreased $59,535 to $499,502 during the three months ended November 30, 2023, as compared to a net loss of $559,037 in the same period of the prior year. The decrease during the three months ended November 30, 2023, compared to 2022 is primarily due to lower costs related to stock compensation, and R&D offset by higher professional and consulting fees.

13

Net loss from discontinued operations

Net loss from discontinued operations of $1,870 during the three months ended November 30, 2023, and is primarily comprised of costs related to accounting fees. Net loss from discontinued operations of $167,120 during the three months ended November 30, 2022, is primarily comprised of costs related to SG&A ($87,000), legal fees ($64,000) and R&D ($16,000).

Liquidity and Capital Resources

Our primary cash needs are for personnel, professional and R&D related fees and other administrative costs. Our principal sources of liquidity are cash and short-term investments. As of November 30, 2023, the Company had cash, cash equivalents, and short-term investments of $5,435,020. We have financed our operations primarily from the sale of equity and debt securities.

The following table presents a summary of our cash flows for the periods indicated:

	Three Months Ended November 30,						2024 compared
	2023			2022			to 2023
Net cash used in operating activities	$	(557,590	)	$	(469,447	)	$	(88,143	)
Net cash provided by in investing activities		200,000			-			200,000
Effect of exchange rate changes on cash		-			(500	)		500
Net increase (decrease) in cash and cash equivalents	$	(357,590	)	$	(469,947	)	$	112,357

Operating Activities - Operating activities consist of net loss adjusted for certain non-cash items, including depreciation, stock-based compensation expense, and the effect of changes in working capital. The amount of cash used during the three months ended November 30, 2023 compared to cash used during the three months ended November 30, 2022 decreased $88,143 due to an approximate decrease in cash layouts related to personnel ($16,000), R&D ($45,000), and working capital items ($27,000).

Investing Activities - We have used cash primarily for liquid short-term investments, purchases of furniture, office equipment, leasehold improvements, and computers. In February 2023, we purchased $5,500,000 of twelve-month term deposits of which the Company redeemed $200,000 during the three months ended November 30, 2023

Indebtedness

None.

Other Contractual Obligations

None.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Recent accounting pronouncements not yet adopted

See Note 2 to our consolidated financial statements, “Interim Statement Presentation - Accounting Pronouncements.”

Recently adopted accounting pronouncements

See Note 2 to our consolidated financial statements, “Interim Statement Presentation - Accounting Pronouncements.”

14

Critical Accounting Policies and Significant Judgments’ and Use of Estimates

Management’s discussion and analysis of financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these consolidated financial statements required the use of estimates and judgments that affect the reported amounts of our assets, liabilities, and expenses. Management bases estimates on historical experience and other assumptions it believes to be reasonable under the circumstances and evaluates these estimates on an on-going basis. Actual results may differ from these estimates. There have been no significant changes to the critical accounting policies and estimates included in our Quarterly Report on Form 10-Q for the three and nine months ended November 30, 2023.

Related Party Transactions

See Note 8 to our consolidated financial statements for a discussion of our related party transactions.

Corporate Information

SolarWindow Technologies, Inc., a Nevada corporation, was incorporated in 1998. The Company’s executive offices are located at 9375 E Shea Blvd., Suite 107-B, Scottsdale AZ 85260. The Company’s telephone number is (800) 213-0689. Our Internet address is www.solarwindow.com. We make available free of charge through our Internet website our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission (“SEC”). The information accessible through our website is not a part of this Quarterly Report on Form 10-Q.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily the result of fluctuations in interest rates and foreign currency exchange rates. We do not hold or issue financial instruments for trading purposes.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our Acting Principal Executive Officer and Principal Financial Officer (“Management”), after evaluating the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) as of November 30, 2023, have concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Management does not expect that the Company’s disclosure controls or the Company’s internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. We will conduct periodic evaluations of our internal controls to enhance, where necessary, our procedures and controls.

15

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting identified in connection with the evaluation described above that occurred during the three months ended November 30, 2023 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended August 31, 2023, which could materially affect our business, financial condition, financial results, or future performance. There have been no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended August 31, 2023.

Item 6. Exhibits

Exhibit No.	Description of Exhibit
31.1	Certification of the Acting Principal Executive Officer Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

31.2 Certification of the Principal Financial Officer Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

32.1 Certification of the Acting Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

101.INS	Inline XBRL Instance Document**
101.SCH	Inline XBRL Taxonomy Extension Schema Document**
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document**
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document**
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document**
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document**
104	Cover Page Interactive Data File (embedded within the Inline XBRL Document)

____________________

*Filed herewith

** Furnished herewith. XBRL (eXtensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

16

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 thereunto duly authorized.

SolarWindow Technologies, Inc.

By:	/S/ Amit Singh
	Amit Singh
	Vice President
	(Acting Principal Executive Officer)
Date:	January 12, 2024
By:	/S/ Justin Frere
	Justin Frere, CPA
	Interim Chief Financial Officer
	(Principal Financial Officer)
Date:	January 12, 2024

17

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO RULE 13A-14(A) OF THE SECURITIES EXCHANGE ACT OF 1934

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Amit Singh, certify that:

1. I have reviewed this quarterly report on Form 10-Q of SolarWindow Technologies, Inc. (the “Registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. As the registrant’s certifying officer I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant is made known to me by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. As the registrant's certifying officer I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: January 12, 2024	/s/ Amit Singh
	Amit Singh
	Vice President
	(Acting Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO RULE 13A-14(A) OF THE SECURITIES EXCHANGE ACT OF 1934

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Justin Frere, certify that:

1. I have reviewed this quarterly report on Form 10-Q of SolarWindow Technologies, Inc. (the “Registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. As the registrant’s certifying officer I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant is made known to me by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. As the registrant's certifying officer, I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: January 12, 2024	/s/ Justin Frere
	Justin Frere
	Interim Chief Financial Officer
	(Principal Executive Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, as the Acting Principal Executive Officer and the Interim Chief Financial Officer of SolarWindow Technologies, Inc., respectively, certifies that, to the best of their knowledge and belief, the Quarterly Report on Form 10-Q for the three months ended November 30, 2023 that accompanies this certification fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and the information contained in the quarterly report fairly presents, in all material respects, the financial condition and results of operations of SolarWindow Technologies, Inc. at the dates and for the periods indicated. The foregoing certification is made pursuant to 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) and shall not be relied upon for any other purpose.

Date: January 12, 2024	/s/ Amit Singh
	Amit Singh
	Vice President
	(Acting Principal Executive Officer)
Date: January 12, 2024	/s/ Justin Frere
	Justin Frere, CPA
	Interim Chief Financial Officer
	(Principal Financial Officer)

XML

Cover - shares	3 Months Ended
	Nov. 30, 2023	Jan. 10, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Nov. 30, 2023
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--08-31
Entity File Number	333-127953
Entity Registrant Name	SOLARWINDOW TECHNOLOGIES, INC.
Entity Central Index Key	0001071840
Entity Tax Identification Number	59-3509694
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	9375 E. Shea Blvd.
Entity Address, Address Line Two	Suite 107-B
Entity Address, City or Town	Scottsdale
Entity Address, State or Province	AZ
Entity Address, Postal Zip Code	85260
City Area Code	800
Local Phone Number	213-0689
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		53,198,399

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CONSOLIDATED BALANCE SHEETS - USD ($)	Nov. 30, 2023	Aug. 31, 2023
Current assets
Cash and cash equivalents	$ 135,020	$ 492,610
Short-term investments	5,300,000	5,500,000
Deferred research and development costs	103,633	56,698
Prepaid expenses and other current assets	320,319	241,688
Current assets of discontinued operations	13,775	13,522
Total current assets	5,872,746	6,304,498
Property and Equipment, net of accumulated depreciation of $128,721 and $125,127, respectively	1,311,688	1,315,282
Total assets	7,184,434	7,619,780
Current liabilities
Accounts payable and accrued expenses	167,336	114,092
Related party payables	24,583	37,025
Current liabilities of discontinued operations	139,646	136,109
Total current liabilities	331,565	287,226
Total liabilities	331,565	287,226
Commitments and contingencies
Stockholders' equity
Preferred stock: $0.10 par value; 1,000,000 shares authorized, no shares issued and outstanding
Common stock: $0.001 par value; 300,000,000 shares authorized, 53,198,399 shares issued and outstanding at November 30, 2023 and August 31, 2023	53,198	53,198
Additional paid-in capital	82,758,599	82,735,384
Accumulated other comprehensive income (loss)	(79,687)	(78,159)
Retained deficit	(75,879,241)	(75,377,869)
Total stockholders' equity	6,852,869	7,332,554
Total liabilities and stockholders' equity	$ 7,184,434	$ 7,619,780

XML

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	Nov. 30, 2023	Aug. 31, 2023
Statement of Financial Position [Abstract]
Property and equipment, net of accumulated depreciation	$ 128,721	$ 125,127
Preferred stock, par value	$ 0.10	$ 0.10
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	300,000,000	300,000,000
Common stock, shares issued	53,198,399	53,198,399
Common stock, shares outstanding	53,198,399	53,198,399

XML

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED) - USD ($)	3 Months Ended
	Nov. 30, 2023	Nov. 30, 2022
Income Statement [Abstract]
Revenue
Operating expenses
Selling, general and administrative	451,501	384,484
Research and development	116,696	216,566
Total operating expenses	568,197	601,050
Loss from operations	(568,197)	(601,050)
Other income (expense)
Interest income	68,695	42,013
Total other income (expense)	68,695	42,013
Net loss from continuing operations	(499,502)	(559,037)
Net loss from discontinued operations	(1,870)	(167,120)
Net loss	(501,372)	(726,157)
Other comprehensive income (loss)
Foreign currency translation gain/(loss)	(1,528)	(5,431)
Comprehensive income (loss)	$ (502,900)	$ (731,588)

XML

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED) (Parenthetical) - $ / shares	3 Months Ended
	Nov. 30, 2023	Nov. 30, 2022
Income Statement [Abstract]
Loss per Share from continuing operations basic	$ (0.01)	$ (0.01)
Loss per Share from continuing operations diluted	(0.01)	(0.01)
Loss per Share from discontinued operations basic	(0.00)	(0.00)
Loss per Share from discontinued operations diluted	(0.00)	(0.00)
Loss per Share basic	(0.01)	(0.01)
Loss per Share diluted	$ (0.01)	$ (0.01)
Weighted average number of common shares outstanding - basic	53,198,399	53,198,399
Weighted average number of common shares outstanding - diluted	53,198,399	53,198,399

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CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	AOCI Attributable to Parent [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Aug. 31, 2022	$ 53,198	$ 82,576,002	$ (73,631)	$ (72,981,474)	$ 9,574,095
Beginning balance, shares at Aug. 31, 2022	53,198,399
Stock based compensation due to common stock purchase options		85,200			85,200
Foreign currency translation adjustment			(5,431)		(5,431)
Net loss				(726,157)	(726,157)
Ending balance, value at Nov. 30, 2022	$ 53,198	82,661,202	(79,062)	(73,707,631)	8,927,707
Ending balance, shares at Nov. 30, 2022	53,198,399
Beginning balance, value at Aug. 31, 2023	$ 53,198	82,735,384	(78,159)	(75,377,869)	7,332,554
Beginning balance, shares at Aug. 31, 2023	53,198,399
Stock based compensation due to common stock purchase options		23,215			23,215
Foreign currency translation adjustment			(1,528)		(1,528)
Net loss				(501,372)	(501,372)
Ending balance, value at Nov. 30, 2023	$ 53,198	$ 82,758,599	$ (79,687)	$ (75,879,241)	$ 6,852,869
Ending balance, shares at Nov. 30, 2023	53,198,399

XML

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)	3 Months Ended
	Nov. 30, 2023	Nov. 30, 2022
Cash flows from operating activities
Loss from continuing operations	$ (499,502)	$ (559,037)
Loss from discontinued operations	(1,870)	(167,120)
Adjustments to reconcile net loss to net cash flows used in operating activities:
Depreciation	3,594	3,927
Stock based compensation expense	23,215	85,200
Changes in operating assets and liabilities:
Deferred research and development costs	(46,935)	(5,327)
Prepaid expenses and other assets	(78,650)	68,051
Accounts payable and accrued expenses	55,000	39,895
Related party payable	(12,442)	64,964
Net cash used in operating activities	(557,590)	(469,447)
Cash flows from investing activities
Redemption of short-term investments	200,000
Net cash provided by (used in) investing activities	200,000
Effect of exchange rate changes on cash and cash equivalents		(500)
Net increase (decrease) in cash and cash equivalents	(357,590)	(469,947)
Cash  and cash equivalents at beginning of period	492,610	8,077,849
Cash and cash equivalents at end of period	$ 135,020	$ 7,607,902

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Organization

3 Months Ended

Nov. 30, 2023

Accounting Policies [Abstract]

Organization

NOTE 1 – Organization

Organization

SolarWindow Technologies, Inc. was incorporated in the State of Nevada on May 5, 1998 (“SWT” and together with its controlled subsidiary companies, collectively, the “Company”). SolarWindow® technology harvests light energy from the sun and from artificial light sources using a transparent and ultra-lightweight coating of organic photovoltaic (“OPV”) solar cells applied to glass and plastics, thereby generating electricity. The Company’s ticker symbol is WNDW.

On August 24, 2020, SolarWindow Technologies, Inc. formed wholly owned SolarWindow Asia (USA) Corp., a Nevada Corporation, as the holding company for SolarWindow Asia Co. Ltd., (the “Korean Subsidiary”) a company formed in the Republic of Korea for the purpose of expansion into the Asian markets. On January 13, 2023, the Board formally elected to dissolve the Korean Subsidiary. SWT has retained accountants and counsel in South Korea to assist in the dissolution of the Korean Subsidiary.

Liquidity

The Company has not generated any revenue since inception and has sustained recurring losses and negative cash flows from operations since inception. We expect to incur losses as we continue to develop and further refine and promote our technologies and potential product applications. As of November 30, 2023, the Company had $5,435,020 of cash, cash equivalents and short-term investments on hand, and working capital of $5,541,181. The Company believes that it currently has sufficient cash to meet its funding requirements over the next twelve months following the issuance of this Annual Report on Form 10-K. However, the Company has experienced and continues to experience negative cash flows from operations, as well as an ongoing requirement for additional capital investment. The Company expects that it may need to raise additional capital to commercialize its electricity generating coatings and application methodology. If additional funding is required, the Company expects to seek to obtain that funding through financial or strategic investors. There can be no assurance as to the availability of such financings nor is it possible to determine at this time the terms and conditions upon which such financing and capital might be available.

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Interim Statement Presentation

3 Months Ended

Nov. 30, 2023

Interim Statement Presentation

Interim Statement Presentation

NOTE 2 – Interim Statement Presentation

Basis of Presentation and Use of Estimates

The accompanying unaudited interim consolidated financial statements of SolarWindow Technologies, Inc. and its controlled subsidiary companies (collectively, the “Company”) as of November 30, 2023, and for the three months ended November 30, 2023 and 2022 have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for quarterly reports on Form 10-Q and do not include all of the information and note disclosures required by U.S. generally accepted accounting principles (“U.S. GAAP”) for complete financial statements. These Consolidated Financial Statements should therefore be read in conjunction with the Consolidated Financial Statements and Notes thereto for the fiscal year ended August 31, 2023, included in our Annual Report on Form 10-K filed with the SEC on November 21, 2023.

The accompanying unaudited interim Consolidated Financial Statements have been prepared in accordance with U.S. GAAP, which requires management to make estimates and assumptions that affect amounts reported in the Consolidated Financial Statements and accompanying disclosures. Actual results may differ from those estimates. The accompanying unaudited interim consolidated financial statements have been prepared on the same basis as the audited financial statements and include all adjustments (including normal recurring adjustments) that are, in the opinion of management, necessary for a fair presentation of the Company’s consolidated financial position as of November 30, 2023, results of operations, stockholders’ equity and cash flows for the three months ended November 30, 2023, and 2022. The Company did not record an income tax provision during the periods presented due to net taxable losses. The results of operations for any interim period are not necessarily indicative of the results of operations for the entire year.

The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the accounting period. The Company considers its accounting policies relating to stock-based compensation to be the most significant accounting policy that involves management estimates and judgments. The Company has made accounting estimates based on the facts and circumstances available as of the reporting date. Actual amounts could differ from these estimates, and such differences could be material.

These consolidated financial statements presented are those of SolarWindow Technologies, Inc. and its wholly owned subsidiaries, SolarWindow Asia (USA) Corp., and SolarWindow Asia Co. Ltd. All significant intercompany balances and transactions have been eliminated.

As more fully described in Note 3, on January 13, 2023, the Board determined that it is in the best interests of the Company to discontinue operations in South Korea and to dissolve the Korean Subsidiary. In accordance with applicable accounting guidance, the results of the Korean Subsidiary are presented as discontinued operations in the Consolidated Statements of Operations and Comprehensive Loss and, as such, have been excluded from continuing operations. Further, the Company reclassified the assets and liabilities of the Korean Subsidiary as assets and liabilities of discontinued operations in the Consolidated Balance Sheet as of August 31, 2022. The Consolidated Statements of Cash Flows are presented on a consolidated basis for both continuing operations and discontinued operations.

Information regarding the Company’s significant accounting policies is contained in Note 2, “Summary of significant accounting policies,” to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended August 31, 2023. Presented below and in the following notes is supplemental information that should be read in conjunction with “Notes to Financial Statements” in the Annual Report.

Fiscal quarter

The Company’s quarterly periods end on November 30, February 28, May 31, and August 31. The Company’s first quarter in fiscal 2024 and 2023 ended on November 30, 2023, and 2022, respectively.

Cash and Highly Liquid Investments

Cash includes cash on hand and highly liquid investments with original maturities of three months or less from the date of purchase. The Company had $5,435,020 of cash and short-term deposits as of November 30, 2023, including $127,979 held in the US and covered by FDIC insurance, and $5,307,041 held in Canadian bank accounts with $5,239,510  in excess of Canadian Deposit Insurance Corporation insured limits.

	November 30,		August 31,
	2023		2023
Cash	$	135,020	$	492,610
Short-term investments		5,300,000		5,500,000
	$	5,435,020	$	5,992,610

Short-term investments

The Company determines the balance sheet classification of its investments at the time of purchase and evaluates the classification at each balance sheet date. Money market funds, certificates of deposit, and time deposits with maturities of greater than three months but no more than twelve months are carried at cost, which approximates fair value and are recorded in the consolidated balance sheets in short-term investments. As of November 30, 2023, short-term investments consist of a 12-month $4,000,000 fixed-term deposit earning interest of 5.3%, and a 12-month $1,300,000 fixed term deposit earning interest of 4.25% purchased in February 2023 and which $200,000 was redeemed during the three months ended November 30, 2023.

Accounting Pronouncements

The Company reviews new accounting standards as issued. Although some of these accounting standards issued or effective after the end of the Company’s previous fiscal year may be applicable, the Company has not identified any standards that the Company believes merit further discussion.

Recent accounting pronouncements not yet adopted

None.

Recently adopted accounting pronouncements

None.

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Discontinued Operations

3 Months Ended

Nov. 30, 2023

Discontinued Operations and Disposal Groups [Abstract]

Discontinued Operations

NOTE 3 – Discontinued Operations

On January 13, 2023, the Board determined that it is in the best interests of the Company to discontinue operations in South Korea and to dissolve the Korean Subsidiary. The Company is working to dispose the Korean Subsidiary other than by sale in accordance with Accounting Standards Codification (“ASC”) 360-10-45-15, Long-Lived Assets to Be Disposed of Other Than by Sale.

In accordance with ASC 205-20, Discontinued Operations, the results of the Korean Subsidiary are presented as discontinued operations in the Consolidated Statements of Operations and Comprehensive Loss, and, as such, have been excluded from continuing operations. Further, the Company reclassified the assets and liabilities of the Korean Subsidiary as assets and liabilities of discontinued operations in the Consolidated Balance Sheet as of August 31, 2022. The Consolidated Statements of Cash Flows are presented on a consolidated basis for both continuing operations and discontinued operations.

The following table summarizes the significant items included in income from discontinued operations, net of tax in the Consolidated Statement of Operations and Comprehensive Loss for the three months ended November 30, 2023 and 2022:

	Three Months Ended November 30,
	2023			2022
Operating expenses
Selling, general and administrative	$	1,870		$	150,876
Research and development		-			16,253
Total operating expenses		1,870			167,129
Other income
Interest income		-			9
Net loss from discontinued operations	$	(1,870	)		(167,120	)

The following table summarizes the carrying value of the significant classes of assets and liabilities classified as discontinued operations as of November 30, 2023 and August 31, 2023:

	November 30, 2023		August 31, 2023
Current assets
Prepaid expenses and other current assets	$	13,775	$	13,522
Total current assets		13,775		13,522
Total assets	$	13,775	$	13,522
Current liabilities
Accounts payable and accrued expenses	$	139,646	$	136,109
Total current liabilities	$	139,646	$	136,109

The cash flows related to discontinued operations have not been segregated and are included in the consolidated statements of cash flows for all periods presented.

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Net Income (Loss) Per Share

3 Months Ended

Nov. 30, 2023

Earnings Per Share [Abstract]

Net Income (Loss) Per Share

NOTE 4 - Net Income (Loss) Per Share

The computation of basic earnings per share (“EPS”) is based on the weighted average number of shares that were outstanding during the period, including shares of common stock that are issuable at the end of the reporting period. The computation of diluted EPS is based on the number of basic weighted-average shares outstanding plus the number of common shares that would be issued assuming the exercise of all potentially dilutive common shares outstanding using the treasury stock method. The computation of diluted net income per share does not assume conversion, exercise or contingent issuance of securities that would have an antidilutive effect on earnings per share. Therefore, when calculating EPS if the Company experienced a loss, there is no inclusion of dilutive securities as their inclusion in the EPS calculation is antidilutive. Furthermore, options and warrants will have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price of the options or warrants (they are in the money).

The shares listed below were not included in the computation of diluted losses per share because to do so would be antidilutive for the periods presented:

	Three Months Ended November 30,
	2023		2022
Stock options		4,183,000		6,684,400
Warrants		16,666,667		18,661,917
		20,849,667		25,346,317

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Property and Equipment

3 Months Ended

Nov. 30, 2023

Property, Plant and Equipment [Abstract]

Property and Equipment

NOTE 5 – Property and Equipment

Property and equipment consists of the following:

	November 30,			August 31,
	2023			2023
Computers, office equipment and software	$	14,102		$	14,102
Equipment		133,653			133,653
In-process equipment		1,292,655			1,292,655
Total property and equipment		1,440,410			1,440,410
Accumulated depreciation		(128,721	)		(125,128	)
Property and equipment, net	$	1,311,688		$	1,315,282

During the three months ended November 30, 2023 and 2022, the Company recognized straight-line depreciation expense of $3,594 and $3,927, respectively.

During the year ended August 31, 2019, the Company made deposits for in-process equipment totaling $1,292,655 towards the purchase of manufacturing equipment. The Company is currently evaluating configuration options in order to optimize the equipment for manufacturing of the Company’s initial product. Completion of the equipment may require additional payments of up to approximately $510,000.

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Common Stock and Warrants

3 Months Ended

Nov. 30, 2023

Equity [Abstract]

Common Stock and Warrants

NOTE 6 – Common Stock and Warrants

Common Stock

At November 30, 2023, the Company had 300,000,000 authorized shares of common stock with a par value of $0.001 per share, and 53,198,399 shares of common stock outstanding.

Warrants

Each of the Company’s warrants outstanding entitles the holder to purchase one share of the Company’s common stock for each warrant share held. The following warrants may be exercised on a cashless basis. A summary of the Company’s warrants outstanding and exercisable as of November 30, 2023 and August 31, 2023 is as follows:

	Shares of Common Stock Issuable from Warrants Outstanding as of
Description	November 30, 2023		August 31, 2023		Weighted Average Exercise Price		Date of Issuance	Expiration
Series T		16,666,667		16,666,667	$	1.70	November 26, 2018	November 26, 2025

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Stock Options

3 Months Ended

Nov. 30, 2023

Share-Based Payment Arrangement [Abstract]

Stock Options

NOTE 7 - Stock Options

The Company measures share-based compensation cost on the grant date, based on the fair value of the award, and recognizes the expense on a straight-line basis over the requisite service period for awards expected to vest. The Company estimates the grant date fair value of stock options using a Black-Scholes valuation model. No stock options were granted in the past two years. A summary of the Company’s stock option activity for the three months ended November 30, 2023 and related information follows:

	Number of Shares Subject to Option Grants			Weighted Average Exercise Price ($)		Weighted Average Remaining Contractual Term (years)		Aggregate Intrinsic Value ($)
Outstanding at August 31, 2023		4,207,400			3.04
Forfeitures and cancellations		(24,400	)		3.54
Outstanding at November 30, 2023		4,183,000			3.04		3.56		-
Exercisable at November 30, 2023		4,164,200			3.03		3.57		-

The aggregate intrinsic value in the table above represents the total pretax intrinsic value for all “in-the-money” options (i.e. the difference between the Company’s closing stock price on the last trading day of the period covered by this report and the exercise price, multiplied by the number of shares) that would have been received by the option holders had all in-the-money option holders exercised their vested options on November 30, 2023. The intrinsic value of the option changes based upon the fair market value of the Company’s common stock. Since the closing stock price was $0.70 on November 30, 2023, and no outstanding options have an exercise price below $0.70 per share, as of November 30, 2023, there is no intrinsic value in the Company’s outstanding stock options and vested options.

The following table sets forth the share-based compensation cost resulting from stock option grants, including those previously granted and vesting over time, that were recorded in the Company’s Statements of Operations for the three months ended November 30, 2023 and 2022:

	Three Months Ended November 30,
Stock compensation expense:	2023		2022
Selling, general and administrative	$	22,510	$	70,810
Research and development		705		14,390
Total	$	23,215	$	85,200

As of November 30, 2023, the Company had $44,180 of unrecognized compensation cost related to unvested stock options which is expected to be recognized over a period of 0.50 years.

The following table summarizes information about stock options outstanding and exercisable at November 30, 2023:

	Stock Options Outstanding						Stock Options Exercisable
Range of Exercise Prices	Number of Shares Subject to Outstanding Options		Weighted Average Contractual Life (years)		Weighted Average Exercise Price ($)		Number of Shares Subject To Options Exercise		Weighted Average Remaining Contractual Life (Years)		Weighted Average Exercise Price ($)
2.32		153,000		5.86		2.32		153,000		5.86		2.32
2.60		2,500,000		2.59		2.60		2,500,000		2.59		2.60
3.42		50,000		2.89		3.42		50,000		2.89		3.42
3.46		35,000		2.10		3.46		35,000		2.10		3.46
3.54		1,225,000		4.90		3.54		1,206,200		4.95		3.54
4.87		110,000		3.98		4.87		110,000		3.98		4.87
6.21		110,000		7.91		6.21		110,000		7.91		6.21
Total		4,183,000		3.57		3.04		4,165,700		3.56		3.03

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Transactions with Related Persons

3 Months Ended

Nov. 30, 2023

Related Party Transactions [Abstract]

Transactions with Related Persons

NOTE 8 - Transactions with Related Persons

A related party with respect to the Company is generally defined as any person (and, if a natural person, inclusive of his or her immediate family) (i) that holds 10% or more of the Company’s securities, (ii) that is part of the Company’s management, (iii) that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

Joseph Sierchio, one of the Company’s directors, has maintained his role as the Company’s general counsel since its inception as Principal of the law firm of Sierchio & Partners, LLP, and then as a Partner with Satterlee Stephens LLP and beginning in August 2020, as Principal of Sierchio Law, LLP pursuant to an engagement letter which provides for an annual fee of $175,000 in exchange for general counsel services, and the reimbursement of expenses. Fees for legal services and expense reimbursement billed by Sierchio Law, LLP totaled $43,750 and $43,750 for the three months ended November 30, 2023, and 2022, respectively. As of November 30, 2023, the Company recognized a related party payable to Sierchio Law, LLP of $17,083, including $14,583 related to legal services and $2,500 related to the quarterly board fee for the three months ended November 30, 2023.

All related party transactions are recorded at the exchange amount established and agreed to between related parties and are in the normal course of business.

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Commitments and Contingencies

3 Months Ended

Nov. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

NOTE 9 – Commitments and Contingencies

On June 9, 2022, the Company was served the Notice of Civil Claim dated May 16, 2022 (the “Notice of Claim”), and related Notice of Application (the “Application”) and Order Made After Application (the “Order”) copies of which are referenced in this report as Exhibit 99.0. The Notice of Claim, the Application and Order are collectively referred to herein as the “Complaint.” Please refer to our Form 8-K filed on June 15, 2022, and Exhibit 99.0 hereto.

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Subsequent Events

3 Months Ended

Nov. 30, 2023

Subsequent Events [Abstract]

Subsequent Events

NOTE 10 – Subsequent Events

Management has reviewed material events subsequent of the period ended November 30, 2023 and through the date of filing of financial statements in accordance with FASB ASC 855 “Subsequent Events”. In managements opinion, no material subsequent events have occurred as of the date of this quarterly report.

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Interim Statement Presentation (Policies)

3 Months Ended

Nov. 30, 2023

Interim Statement Presentation

Basis of Presentation and Use of Estimates

Basis of Presentation and Use of Estimates

The accompanying unaudited interim consolidated financial statements of SolarWindow Technologies, Inc. and its controlled subsidiary companies (collectively, the “Company”) as of November 30, 2023, and for the three months ended November 30, 2023 and 2022 have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for quarterly reports on Form 10-Q and do not include all of the information and note disclosures required by U.S. generally accepted accounting principles (“U.S. GAAP”) for complete financial statements. These Consolidated Financial Statements should therefore be read in conjunction with the Consolidated Financial Statements and Notes thereto for the fiscal year ended August 31, 2023, included in our Annual Report on Form 10-K filed with the SEC on November 21, 2023.

The accompanying unaudited interim Consolidated Financial Statements have been prepared in accordance with U.S. GAAP, which requires management to make estimates and assumptions that affect amounts reported in the Consolidated Financial Statements and accompanying disclosures. Actual results may differ from those estimates. The accompanying unaudited interim consolidated financial statements have been prepared on the same basis as the audited financial statements and include all adjustments (including normal recurring adjustments) that are, in the opinion of management, necessary for a fair presentation of the Company’s consolidated financial position as of November 30, 2023, results of operations, stockholders’ equity and cash flows for the three months ended November 30, 2023, and 2022. The Company did not record an income tax provision during the periods presented due to net taxable losses. The results of operations for any interim period are not necessarily indicative of the results of operations for the entire year.

The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the accounting period. The Company considers its accounting policies relating to stock-based compensation to be the most significant accounting policy that involves management estimates and judgments. The Company has made accounting estimates based on the facts and circumstances available as of the reporting date. Actual amounts could differ from these estimates, and such differences could be material.

These consolidated financial statements presented are those of SolarWindow Technologies, Inc. and its wholly owned subsidiaries, SolarWindow Asia (USA) Corp., and SolarWindow Asia Co. Ltd. All significant intercompany balances and transactions have been eliminated.

As more fully described in Note 3, on January 13, 2023, the Board determined that it is in the best interests of the Company to discontinue operations in South Korea and to dissolve the Korean Subsidiary. In accordance with applicable accounting guidance, the results of the Korean Subsidiary are presented as discontinued operations in the Consolidated Statements of Operations and Comprehensive Loss and, as such, have been excluded from continuing operations. Further, the Company reclassified the assets and liabilities of the Korean Subsidiary as assets and liabilities of discontinued operations in the Consolidated Balance Sheet as of August 31, 2022. The Consolidated Statements of Cash Flows are presented on a consolidated basis for both continuing operations and discontinued operations.

Information regarding the Company’s significant accounting policies is contained in Note 2, “Summary of significant accounting policies,” to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended August 31, 2023. Presented below and in the following notes is supplemental information that should be read in conjunction with “Notes to Financial Statements” in the Annual Report.

Fiscal quarter

Fiscal quarter

The Company’s quarterly periods end on November 30, February 28, May 31, and August 31. The Company’s first quarter in fiscal 2024 and 2023 ended on November 30, 2023, and 2022, respectively.

Cash and Highly Liquid Investments

Cash and Highly Liquid Investments

Cash includes cash on hand and highly liquid investments with original maturities of three months or less from the date of purchase. The Company had $5,435,020 of cash and short-term deposits as of November 30, 2023, including $127,979 held in the US and covered by FDIC insurance, and $5,307,041 held in Canadian bank accounts with $5,239,510  in excess of Canadian Deposit Insurance Corporation insured limits.

	November 30,		August 31,
	2023		2023
Cash	$	135,020	$	492,610
Short-term investments		5,300,000		5,500,000
	$	5,435,020	$	5,992,610

Short-term investments

Short-term investments

The Company determines the balance sheet classification of its investments at the time of purchase and evaluates the classification at each balance sheet date. Money market funds, certificates of deposit, and time deposits with maturities of greater than three months but no more than twelve months are carried at cost, which approximates fair value and are recorded in the consolidated balance sheets in short-term investments. As of November 30, 2023, short-term investments consist of a 12-month $4,000,000 fixed-term deposit earning interest of 5.3%, and a 12-month $1,300,000 fixed term deposit earning interest of 4.25% purchased in February 2023 and which $200,000 was redeemed during the three months ended November 30, 2023.

Accounting Pronouncements

Accounting Pronouncements

The Company reviews new accounting standards as issued. Although some of these accounting standards issued or effective after the end of the Company’s previous fiscal year may be applicable, the Company has not identified any standards that the Company believes merit further discussion.

Recent accounting pronouncements not yet adopted

None.

Recently adopted accounting pronouncements

None.

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Interim Statement Presentation (Tables)

3 Months Ended

Nov. 30, 2023

Interim Statement Presentation

Schedule of cash and highly liquid investments

	November 30,		August 31,
	2023		2023
Cash	$	135,020	$	492,610
Short-term investments		5,300,000		5,500,000
	$	5,435,020	$	5,992,610

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Discontinued Operations (Tables)

3 Months Ended

Nov. 30, 2023

Discontinued Operations and Disposal Groups [Abstract]

Schedule of statement of operations and comprehensive loss

	Three Months Ended November 30,
	2023			2022
Operating expenses
Selling, general and administrative	$	1,870		$	150,876
Research and development		-			16,253
Total operating expenses		1,870			167,129
Other income
Interest income		-			9
Net loss from discontinued operations	$	(1,870	)		(167,120	)

Schedule of significant classes of assets and liabilities

	November 30, 2023		August 31, 2023
Current assets
Prepaid expenses and other current assets	$	13,775	$	13,522
Total current assets		13,775		13,522
Total assets	$	13,775	$	13,522
Current liabilities
Accounts payable and accrued expenses	$	139,646	$	136,109
Total current liabilities	$	139,646	$	136,109

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Net Income (Loss) Per Share (Tables)

3 Months Ended

Nov. 30, 2023

Earnings Per Share [Abstract]

Schedule of computation of diluted losses per share

	Three Months Ended November 30,
	2023		2022
Stock options		4,183,000		6,684,400
Warrants		16,666,667		18,661,917
		20,849,667		25,346,317

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Property and Equipment (Tables)

3 Months Ended

Nov. 30, 2023

Property, Plant and Equipment [Abstract]

Schedule of property and equipment

	November 30,			August 31,
	2023			2023
Computers, office equipment and software	$	14,102		$	14,102
Equipment		133,653			133,653
In-process equipment		1,292,655			1,292,655
Total property and equipment		1,440,410			1,440,410
Accumulated depreciation		(128,721	)		(125,128	)
Property and equipment, net	$	1,311,688		$	1,315,282

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Common Stock and Warrants (Tables)

3 Months Ended

Nov. 30, 2023

Equity [Abstract]

Schedule of warrants outstanding and exercisable

	Shares of Common Stock Issuable from Warrants Outstanding as of
Description	November 30, 2023		August 31, 2023		Weighted Average Exercise Price		Date of Issuance	Expiration
Series T		16,666,667		16,666,667	$	1.70	November 26, 2018	November 26, 2025

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Stock Options (Tables)

3 Months Ended

Nov. 30, 2023

Share-Based Payment Arrangement [Abstract]

Schedule of stock option activity

	Number of Shares Subject to Option Grants			Weighted Average Exercise Price ($)		Weighted Average Remaining Contractual Term (years)		Aggregate Intrinsic Value ($)
Outstanding at August 31, 2023		4,207,400			3.04
Forfeitures and cancellations		(24,400	)		3.54
Outstanding at November 30, 2023		4,183,000			3.04		3.56		-
Exercisable at November 30, 2023		4,164,200			3.03		3.57		-

Schedule of share-based compensation

	Three Months Ended November 30,
Stock compensation expense:	2023		2022
Selling, general and administrative	$	22,510	$	70,810
Research and development		705		14,390
Total	$	23,215	$	85,200

Schedule of stock options outstanding and exercisable

	Stock Options Outstanding						Stock Options Exercisable
Range of Exercise Prices	Number of Shares Subject to Outstanding Options		Weighted Average Contractual Life (years)		Weighted Average Exercise Price ($)		Number of Shares Subject To Options Exercise		Weighted Average Remaining Contractual Life (Years)		Weighted Average Exercise Price ($)
2.32		153,000		5.86		2.32		153,000		5.86		2.32
2.60		2,500,000		2.59		2.60		2,500,000		2.59		2.60
3.42		50,000		2.89		3.42		50,000		2.89		3.42
3.46		35,000		2.10		3.46		35,000		2.10		3.46
3.54		1,225,000		4.90		3.54		1,206,200		4.95		3.54
4.87		110,000		3.98		4.87		110,000		3.98		4.87
6.21		110,000		7.91		6.21		110,000		7.91		6.21
Total		4,183,000		3.57		3.04		4,165,700		3.56		3.03

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Organization (Details Narrative) - USD ($)	Nov. 30, 2023	Aug. 31, 2023
Accounting Policies [Abstract]
Cash, cash equivalents and short-term investments	$ 5,435,020	$ 5,992,610
Working capital	$ 5,541,181

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Interim Statement Presentation (Details) - USD ($)	Nov. 30, 2023	Aug. 31, 2023
Interim Statement Presentation
Cash	$ 135,020	$ 492,610
Short-term investments	5,300,000	5,500,000
Total cash and short-term investments	$ 5,435,020	$ 5,992,610

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Interim Statement Presentation (Details Narrative) - USD ($)	3 Months Ended
	Nov. 30, 2023	Aug. 31, 2023
Schedule of Investments [Line Items]
Cash held in investments	$ 135,020	$ 492,610
Short term investment description	As of November 30, 2023, short-term investments consist of a 12-month $4,000,000 fixed-term deposit earning interest of 5.3%, and a 12-month $1,300,000 fixed term deposit earning interest of 4.25% purchased in February 2023 and which $200,000 was redeemed during the three months ended November 30, 2023.
US Investments [Member]
Schedule of Investments [Line Items]
Cash held in investments	$ 5,435,020
FDIC insured amount	127,979
Canadian Bank [Member]
Schedule of Investments [Line Items]
Cash held in investments	5,307,041
FDIC insured amount	$ 5,239,510

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Discontinued Operations (Details) - USD ($)	3 Months Ended
	Nov. 30, 2023	Nov. 30, 2022
Operating expenses
Selling, general and administrative	$ 1,870	$ 150,876
Research and development		16,253
Total operating expenses	1,870	167,129
Other income
Interest income		9
Net loss from discontinued operations	$ (1,870)	$ (167,120)

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Discontinued Operations (Details 1) - USD ($)	Nov. 30, 2023	Aug. 31, 2023
Current assets
Prepaid expenses and other current assets	$ 13,775	$ 13,522
Total current assets	13,775	13,522
Total assets	13,775	13,522
Current liabilities
Accounts payable and accrued expenses	139,646	136,109
Total current liabilities	$ 139,646	$ 136,109

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Net Income (Loss) Per Share (Details) - shares	3 Months Ended
	Nov. 30, 2023	Nov. 30, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	20,849,667	25,346,317
Stock Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	4,183,000	6,684,400
Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	16,666,667	18,661,917

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Property and Equipment (Details) - USD ($)	Nov. 30, 2023	Aug. 31, 2023
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 1,440,410	$ 1,440,410
Accumulated depreciation	(128,721)	(125,128)
Property and equipment, net	1,311,688	1,315,282
Office Equipment [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	14,102	14,102
Equipment [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	133,653	133,653
In Process Equipment [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 1,292,655	$ 1,292,655

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Property and Equipment (Details Narrative) - USD ($)	3 Months Ended
	Nov. 30, 2023	Nov. 30, 2022	Aug. 31, 2023	Aug. 31, 2019
Property, Plant and Equipment [Line Items]
Depreciation expense	$ 3,594	$ 3,927
Deposits for in-process equipment	$ 1,440,410		$ 1,440,410
In Process Equipments [Member]
Property, Plant and Equipment [Line Items]
Deposits for in-process equipment				$ 1,292,655

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Common Stock and Warrants (Details) - Series T [Member] - $ / shares	3 Months Ended
	Nov. 30, 2023	Aug. 31, 2023
Class of Stock [Line Items]
Shares of common stock issuable from warrants outstanding	16,666,667	16,666,667
Weighted average exercise price	$ 1.70
Date of issuance	Nov. 26, 2018
Expiration	Nov. 26, 2025

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Common Stock and Warrants (Details Narrative) - $ / shares	Nov. 30, 2023	Aug. 31, 2023
Equity [Abstract]
Common stock, shares authorized	300,000,000	300,000,000
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares outstanding	53,198,399	53,198,399

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Stock Options (Details) - Equity Option [Member]	3 Months Ended
	Nov. 30, 2023 USD ($) $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares subject to option grants, outstanding beginning balance | shares	4,207,400
Weighted average exercise price, outstanding balance beginning | $ / shares	$ 3.04
Number of shares subject to option grants, forfeitures and cancellations | shares	(24,400)
Weighted average exercise price, forfeitures and cancellations | $ / shares	$ 3.54
Number of shares subject to option grants, outstanding ending balance | shares	4,183,000
Weighted average exercise price, outstanding balance ending | $ / shares	$ 3.04
Weighted average remaining contractual term (years), outstanding	3 years 6 months 21 days
Aggregate intrinsic value, outstanding | $
Number of shares subject to option grants, exercisable | shares	4,164,200
Weighted average exercise price, exercisable | $ / shares	$ 3.03
Weighted average remaining contractual term (years), exercisable	3 years 6 months 25 days
Aggregate intrinsic value, Exercisable | $

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Stock Options (Details 1) - USD ($)	3 Months Ended
	Nov. 30, 2023	Nov. 30, 2022
Stock compensation expense:
Selling, general and administrative	$ 22,510	$ 70,810
Research and development	705	14,390
Total	$ 23,215	$ 85,200

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Stock Options (Details 2)	3 Months Ended
	Nov. 30, 2023 $ / shares shares
Equity Option [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Stock options outstanding, number of shares subject to outstanding options | shares	4,183,000
Stock options outstanding, weighted average contractural life (years)	3 years 6 months 25 days
Stock options outstanding, weighted average exercise price | $ / shares	$ 3.04
Stock options exercisable, number of shares subject to options exercise | shares	4,165,700
Stock options exercisable, weighted average remaining contractural life (Years)	3 years 6 months 21 days
Stock options exercisable, weighted average exercise price | $ / shares	$ 3.03
$2.32 Per Share [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Stock options outstanding, number of shares subject to outstanding options | shares	153,000
Stock options outstanding, weighted average contractural life (years)	5 years 10 months 9 days
Stock options outstanding, weighted average exercise price | $ / shares	$ 2.32
Stock options exercisable, number of shares subject to options exercise | shares	153,000
Stock options exercisable, weighted average remaining contractural life (Years)	5 years 10 months 9 days
Stock options exercisable, weighted average exercise price | $ / shares	$ 2.32
$2.60 Per Share [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Stock options outstanding, number of shares subject to outstanding options | shares	2,500,000
Stock options outstanding, weighted average contractural life (years)	2 years 7 months 2 days
Stock options outstanding, weighted average exercise price | $ / shares	$ 2.60
Stock options exercisable, number of shares subject to options exercise | shares	2,500,000
Stock options exercisable, weighted average remaining contractural life (Years)	2 years 7 months 2 days
Stock options exercisable, weighted average exercise price | $ / shares	$ 2.60
$3.42 Per Share [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Stock options outstanding, number of shares subject to outstanding options | shares	50,000
Stock options outstanding, weighted average contractural life (years)	2 years 10 months 20 days
Stock options outstanding, weighted average exercise price | $ / shares	$ 3.42
Stock options exercisable, number of shares subject to options exercise | shares	50,000
Stock options exercisable, weighted average remaining contractural life (Years)	2 years 10 months 20 days
Stock options exercisable, weighted average exercise price | $ / shares	$ 3.42
$3.46 Per Share [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Stock options outstanding, number of shares subject to outstanding options | shares	35,000
Stock options outstanding, weighted average contractural life (years)	2 years 1 month 6 days
Stock options outstanding, weighted average exercise price | $ / shares	$ 3.46
Stock options exercisable, number of shares subject to options exercise | shares	35,000
Stock options exercisable, weighted average remaining contractural life (Years)	2 years 1 month 6 days
Stock options exercisable, weighted average exercise price | $ / shares	$ 3.46
$3.54 Per Share [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Stock options outstanding, number of shares subject to outstanding options | shares	1,225,000
Stock options outstanding, weighted average contractural life (years)	4 years 10 months 24 days
Stock options outstanding, weighted average exercise price | $ / shares	$ 3.54
Stock options exercisable, number of shares subject to options exercise | shares	1,206,200
Stock options exercisable, weighted average remaining contractural life (Years)	4 years 11 months 12 days
Stock options exercisable, weighted average exercise price | $ / shares	$ 3.54
$4.87 Per Share [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Stock options outstanding, number of shares subject to outstanding options | shares	110,000
Stock options outstanding, weighted average contractural life (years)	3 years 11 months 23 days
Stock options outstanding, weighted average exercise price | $ / shares	$ 4.87
Stock options exercisable, number of shares subject to options exercise | shares	110,000
Stock options exercisable, weighted average remaining contractural life (Years)	3 years 11 months 23 days
Stock options exercisable, weighted average exercise price | $ / shares	$ 4.87
$6.21 Per Share [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Stock options outstanding, number of shares subject to outstanding options | shares	110,000
Stock options outstanding, weighted average contractural life (years)	7 years 10 months 28 days
Stock options outstanding, weighted average exercise price | $ / shares	$ 6.21
Stock options exercisable, number of shares subject to options exercise | shares	110,000
Stock options exercisable, weighted average remaining contractural life (Years)	7 years 10 months 28 days
Stock options exercisable, weighted average exercise price | $ / shares	$ 6.21

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Stock Options (Details Narrative) - Equity Option [Member]	3 Months Ended
	Nov. 30, 2023 USD ($) $ / shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Closing stock option exercise price | $ / shares	$ 0.70
Option exercise price | $ / shares	$ 0.70
Aggregate intrinsic value of options vested | $	$ 0
Share based compensation expenses not yet recognized | $	$ 44,180
Share based compensation recognition period	6 months

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Transactions with Related Persons (Details Narrative) - USD ($)	3 Months Ended
	Nov. 30, 2023	Nov. 30, 2022
Related Party Transaction [Line Items]
Legal service fee	$ 43,750	$ 43,750
Sierchio Law LLP [Member]
Related Party Transaction [Line Items]
Legal service fee	14,583
Related party payable	17,083
Board fee	$ 2,500