SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Section 5 - Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Directors and Officers
On February 28, 2024, Mr. Harmel S. Rayat, submitted to the Company’s Board of Directors (the “Board”) notice of his resignation from his position as Chairman of the Board, and as a director of the Company, with such resignations to be effective as of February 28, 2024. The Board accepted Mr. Rayat’s resignation on February 28, 2024. Mr. Rayat resigned because of an officer and director bar ordered by the U.S. District Court for the Southern District of New York (the “US District Court”) on February 27, 2024, in Case No. 1:21-cv-04777 (S.D.N.Y.) more fully described in Section 8.01 of this Report.
Section 8 - Other Events
Item 8.01 Other Events.
Summary of the Judgment Entered in the SEC Case
Without admitting or denying the allegations made by the Securities and Exchange Commission (the “SEC”) in its amended complaint as filed in Securities and Exchange Commission v. Harmel S. Rayat, RenovaCare, Inc., Jatinder Bhogal, Jeetenderjit Singh Sidhu, and Sharon Fleming, No. 1:21-cv-04777 (S.D.N.Y.) (the “SEC Case”), Mr. Rayat consented to the entry of a final judgment by the U.S. District Court permanently enjoining him from violating Section 17(a) of the Securities Act of 1933 (“Securities Act”) and Sections 10(b) and 20(b) of the Securities Exchange Act of 1934 (“Exchange Act”), and Rule 10b-5 thereunder; prohibiting him from acting as an officer or director of a public company; barring him from participating in the offering of any penny stock; and ordering him to pay disgorgement of $1,270,352, prejudgment interest of $207,656, and a civil penalty of $1,270,352.
Similarly, Mr. Jatinder Bhogal, a former director and officer of, and currently a consultant providing non-executive services to the Company, without admitting or denying the allegations made by the SEC in its amended complaint as filed in the SEC Case, consented to the entry of a final judgment by the US District Court permanently enjoining him from violating Securities Act Section 17(a) and Exchange Act Sections 9(a)(2) and 10(b), and Rule 10b-5 thereunder; prohibiting him from acting as an officer or director of a public company for 10 years; barring him from participating in the offering of any penny stock; and ordering him and 1420527 Alberta Ltd. to pay, jointly and severally, disgorgement of $1,136,182 and prejudgment interest of $194,562; and ordering him to pay a civil penalty of $669,687.
The Company was not a party to, or defendant in, the SEC Case. The foregoing summary of the judgements entered in the SEC Case is based upon the Company’s review and understanding of the SEC Litigation Release No. 25945 / February 27, 2024Securities and Exchange Commission v. Harmel S. Rayat, RenovaCare, Inc., Jatinder Bhogal, Jeetenderjit Singh Sidhu, and Sharon Fleming, No. 1:21-cv-04777 (S.D.N.Y.) (the “SEC Litigation Release”), pertaining to Messrs. Rayat and Bhogal and is qualified in its entirety by reference to the SEC Litigation Release. The SEC Litigation Release may be found on the SEC website at: https://www.sec.gov/litigation/litreleases/lr-25945
Section 9
Item 9.01 Financial Statements and Exhibits
| Exhibit No. | Description | |
| 17.1 | Resignation Letter dated February 28, 2024, from Harmel Rayat. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on March 5, 2024.
| SolarWindow Technologies, Inc. | |
| By: | /s/ Justin Frere |
| Name: | Justin Frere |
| Title: | Interim Chief Financial Officer |