WNDW Solarwindow Technologies Inc (PK)

Copy to:

Joseph Sierchio, Esq.

Sierchio Law, LLP

430 Park Avenue, Suite 702

New York, New York 10022

Telephone: (212) 246-3030

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

DE-REGISTRATION OF UNSOLD SECURITIES

This Post-Effective Amendment No. 10 (the “Post-Effective Amendment”) relates to the registration statement on Form S-8 Post-effective Amendment No. 9 (File No. 333-172824) (the “Registration Statement”), filed by SolarWindow Technologies, Inc. (the “Company”) on April 27, 2021 with the Securities and Exchange Commission to register the sale of 4,502,020 of the following securities: (i) 4,003,400 shares of our common stock, par value $0.001, issuable or issued to the selling stockholders upon exercise of options granted to the selling stockholders pursuant to Company’s 2006 Incentive Stock Option Plan (the “2006 Plan”), and (ii) 498,620 shares of our common stock issued to the Selling Stockholders pursuant to the 2006 Plan (collectively, the “Registered Securities”). Selling stockholders sold 5,112 under the Registration Statement.

The Company is filing this Post-Effective Amendment to terminate the effectiveness of the Registration Statement and to deregister 4,496,908 shares which shares represent all shares of the unsold Registered Securities.

Pursuant to the undertaking in Item 9 of the Registration Statements, the Company, by means of this Amendment, hereby terminates the Registration Statements and removes from registration all of the securities registered thereby which remain unsold as of the date hereof.