Item 8.01 Other Events.
As previously reported in SolarWindow Technologies, Inc.’s (the “Company”)
Form 8-K filed on December 15, 2022, in May 2022, the Company engaged legal counsel based in South Korea (“Korean Counsel”)
and provided them the authority to act on behalf of SolarWindow Asia (USA) Corp., a Nevada corporation wholly owned by the Company, and
the sole shareholder of the company’s Korean subsidiary. Korean Counsel attempted to Convene an Extraordinary General Meeting of
the Shareholders and to Inspect Books of Account and Shareholder Register by sending notice to the Directors to which Korean Counsel received
no response. About August 30, 2022, Korean Counsel then filed with the Korean courts a request for an order to convene an extraordinary
general meeting of the shareholders (“EGM”), which required that Rhee, as the representative director of the Company,
be served notice. Following several unsuccessful attempts to serve Rhee (September 26, 2022, October 6, 2022, and on October 12, 2022),
the Korean Counsel effected service on October 19, 2022.
A hearing in the 31st Civil Division
of the Korean courts was held on November 16, 2022. At the hearing, Korean Counsel submitted that the sole shareholder of the Korean Subsidiary
is seeking to convene an EGM as soon as possible, that Rhee has not provided required financial information of the Korean Subsidiary to
the Company, that Rhee was legally dismissed as a director of SolarWindow Asia (USA) Corp. on May 8, 2022, the current legally recognized
director is the Company’s Interim CFO, and that a Canadian court has issued an injunction prohibiting Rhee from exercising any rights
as a shareholder of the Company. Further, the Company has elected to appoint an independent third party who can objectively conduct an
EGM. Korean Counsel asked the Korean court to make a prompt decision in consideration of the above circumstances.
On March 2, 2023, the Company received a copy of an order dated February
27, 2023 (the “Order”) issued by the Suwon District Court 31st Civil Division (the “Court”), granting
the relief sought by SolarWindow Asia (USA) Corp. In granting the relief the Court ordered that (as translated from Korean):
“1. The Applicant shall be permitted
to convene an extraordinary general meeting of shareholders of the Company, which will be held for the agenda set out in the attached
Schedule.
2. Attorney Joong-seo Choi (born on December
3, 1980) shall be appointed as the chairperson of the extraordinary general meeting of shareholders referred to in paragraph 1 above.”
The Court stated its support of SolarWindow Asia (USA) Corp.’s application
that “Considering the case records and the hearing of this case as a whole, we find that the Applicant, who is the shareholder holding
100% of the total number of shares issued by the Company, had requested the Company on August 17, 2022 to convene an extraordinary general
meeting of shareholders for the agenda items listed in the attached Schedule, however, the Company has not initiated the process to convene
such a meeting to date.
Based on the above factual finding, we find that it is necessary to grant
permission to the Applicant in respect of convening an extraordinary general meeting of shareholders for the agenda items listed in the
attached Schedule pursuant to Article 366(2) and (1) of the Commercial Code.
***
“Further, since it would not be appropriate to
allow the Company’s Representative Director John Sung Hee Rhee to chair the extraordinary general meeting of shareholders that is
convened by the Company in accordance with this Court’s permission, given that John Sung Hee Rhee had not convened the extraordinary
general meeting of shareholders, which the Applicant had requested in accordance with the provisions of the Commercial Code, the attorney
referred to in paragraph 2 above of the Order shall be appointed as the chairperson of the above-referenced extraordinary general meeting
of shareholders.”
The Company is now in the process of scheduling the
EGM.
The Schedule referenced in, and annexed to, the Order provides as follows:
Proposed Resolutions for Extraordinary General Meeting of Shareholders
Proposed Resolution No. 1: Dismissal of Internal Directors
Proposed Resolution No. 1-1: Dismissal of Internal Director John Sung Hee Rhee, a
national of the United States
Proposed Resolution No. 1-2: Dismissal of Internal Director Young Moo Park
Proposed Resolution No. 1-3: Dismissal of Internal Director Kwan Young Jang
Proposed Resolution No. 2: Appointment of New Directors
Proposed Resolution No. 2-1: Appointment of Internal Director Joseph Sierchio
Proposed Resolution No. 2-2: Appointment of Internal Director Amit Singh
Proposed Resolution No. 2-3: Appointment of Internal Director Alexandra Musk-Steuart
Proposed Resolution No. 3: Dismissal of Auditor Yong Seung Jeon
Proposed Resolution No. 4: Appointment of Auditor Justin Frere.