WNDW Solarwindow Technologies Inc (PK)

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 May 31, 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 October 5, 2023.

 

 

SOLARWINDOW TECHNOLOGIES, INC.

FORM 10-Q

 

For the Quarterly Period Ended May 31, 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	13
Item 3. Quantitative and Qualitative Disclosures About Market Risk	17
Item 4. Controls and Procedures	18
PART II OTHER INFORMATION
Item 1A. Risk Factors	19
Item 6. Exhibits	20
Signatures	21
Certifications

 

 

PART I — FINANCIAL INFORMATION

 

Item 1. Consolidated Financial Statements

 

SOLARWINDOW TECHNOLOGIES, INC.
CONSOLIDATED BALANCE SHEETS
		May 31,				August 31,
		2023				2022
ASSETS		(Unaudited)
Current assets
Cash and cash equivalents		$	493,271			$	8,077,849
Short-term investments			6,000,000				-
Deferred research and development costs			110,563				153,799
Prepaid expenses and other current assets			219,818				87,232
Current assets of discontinued operations			13,894				43,599
Total current assets			6,837,546				8,362,479
Property and Equipment, net of accumulated depreciation of $121,534 and $110,418, respectively			1,318,876				1,329,992
Total assets		$	8,156,422			$	9,692,471
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued expenses		$	117,602			$	60,791
Related party payables			41,383				-
Current liabilities of discontinued operations			101,290				57,585
Total current liabilities			260,275				118,376
Total liabilities			260,275				118,376
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 May 31, 2023 and August 31, 2022			53,198				53,198
Additional paid-in capital			82,710,657				82,576,002
Accumulated other comprehensive income (loss)			(78,131	)			(73,631	)
Retained deficit			(74,789,577	)			(72,981,474	)
Total stockholders' equity			7,896,147				9,574,095
Total liabilities and stockholders' equity		$	8,156,422			$	9,692,471

 

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

 

SOLARWINDOW TECHNOLOGIES, INC.
CONSOLIDATED  STATEMENTS OF OPERATIONS AND COMPRENENSIVE LOSS (UNAUDITED)
		Three Months Ended May 31,								Nine Months Ended May 31,
		2023				2022				2023				2022
Revenue		$	-			$	-			$	-			$	-
Operating expenses
Selling, general and administrative			383,227				559,164				1,127,313				2,377,548
Research and development			195,464				191,439				592,331				691,648
Total operating expenses			578,691				750,603				1,719,644				3,069,196
Loss from operations			(578,691	)			(750,603	)			(1,719,644	)			(3,069,196	)
Other income (expense)
Interest income			79,252				5,861				170,860				17,963
Other income			-				-				-				13,560
Total other income (expense)			79,252				5,861				170,860				31,523
Net loss from continuing operations		$	(499,439	)		$	(744,742	)		$	(1,548,784	)		$	(3,037,673	)
Net loss from discontinued operations			(54,810	)			(891,743	)			(259,320	)			(1,302,771	)
Net loss		$	(554,249	)		$	(1,636,485	)		$	(1,808,104	)		$	(4,340,444	)
Other comprehensive income (loss)
Foreign currency translation gain/(loss)			270				33,728				(4,500	)			14,872
Comprehensive income (loss)		$	(553,979	)		$	(1,636,757	)		$	(1,812,604	)		$	(4,325,572	)
Loss per Share from continuing operations basic and diluted		$	(0.01	)		$	(0.01	)		$	(0.02	)		$	(0.06	)
Loss per Share from discontinued operations basic and diluted		$	(0.00	)		$	(0.02	)		$	(0.00	)		$	(0.02	)
Loss per Share basic and diluted		$	(0.01	)		$	(0.03	)		$	(0.02	)		$	(0.08	)
Weighted average number of common shares outstanding - basic and diluted			53,198,399				53,198,399				53,198,399				53,198,399

 

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

 

 

 

 

 

 

 

SOLARWINDOW TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED)
		Common Stock
FOR THE NINE MONTHS ENDED MAY 31, 2023		Shares				Amount				Additional Paid-in Capital				Accumulated Other Comprehensive Income (Loss)				Retained Deficit				Total Stockholders' Equity
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
Stock based compensation due to common stock purchase options			-				-				24,727				-				-				24,727
Foreign currency translation adjustment			-				-				-				661				-				661
Net loss for the three months ended February 28, 2023			-				-				-				-				(527,697	)			(527,697	)
Balance, February 28, 2023			53,198,399				53,198				82,685,929				(78,401	)			(74,235,328	)			8,425,398
Stock based compensation due to common stock purchase options			-				-				24,728				-				-				24,728
Foreign currency translation adjustment			-				-				-				270				-				270
Net loss for the three months ended May 31, 2023			-				-				-				-				(554,249	)			(554,249	)
Balance, May 31, 2023			53,198,399			$	53,198			$	82,710,657			$	(78,131	)		$	(74,789,577	)		$	7,896,147
FOR THE NINE MONTHS ENDED MAY 31, 2022
Balance, August 31, 2021			53,198,399			$	53,198			$	81,551,840			$	(14,872	)		$	(68,032,941	)		$	13,557,225
Stock based compensation due to common stock purchase options			-				-				278,863				-				-				278,863
Foreign currency translation adjustment			-				-				-				(5,160	)			-				(5,160	)
Net loss for the three months ended November 30, 2021			-				-				-				-				(1,326,124	)			(1,326,124	)
Balance, November 30, 2021			53,198,399				53,198				81,030,703				20,032				(69,359,065	)			12,504,804
Stock based compensation due to common stock purchase options			-				-				410,789				-				-				410,789
Foreign currency translation adjustment			-				-				-				(13,696	)			-				(13,696	)
Net loss for the three months ended February 28, 2022			-				-				-				-				(1,377,834	)			(1,377,834	)
Balance, February 28, 2022			53,198,399				53,198				82,241,492				(33,728	)			(70,736,899	)			11,524,063
Stock based compensation due to common stock purchase options			-				-				212,355				-				-				212,355
Foreign currency translation adjustment			-				-				-				33,728				-				33,728
Net loss for the three months ended May 31, 2022			-				-				-				-				(1,636,485	)			(1,636,485	)
Balance, May 31, 2022			53,198,399			$	53,198			$	82,453,847			$	-			$	(72,373,384	)		$	10,133,661

 

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

 

 

 

 

SOLARWINDOW TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
		Nine Months Ended May 31,
		2023				2022
Cash flows from operating activities
Loss  from continuing operations		$	(1,548,784	)		$	(3,037,673	)
Loss from discontinued operations			(259,320	)			(1,302,771	)
Adjustments to reconcile net loss to net cash flows used in operating activities:
Depreciation			11,115				18,865
Stock based compensation expense			134,655				902,007
Impairment of assets			-				(674,200	)
Changes in operating assets and liabilities:
Deferred research and development costs			43,236				(8,638	)
Prepaid expenses and other assets			(102,596	)			(48,699	)
Security deposits			-				20,142
Accounts payable and accrued expenses			67,809				(11,102	)
Related party payable			69,812				(85,167	)
Net cash used in operating activities			(1,584,073	)			(2,878,836	)
Cash flows from investing activities
Purchase of short-term investments			(6,000,000	)			-
Redemption of short-term investments			-				5,000,000
Capital expenditures			-				(601,598	)
Net cash provided by (used in) investing activities			(6,000,000	)			4,398,402
Effect of exchange rate changes on cash and cash equivalents			(505	)			(14,527	)
Net increase (decrease) in cash and cash equivalents			(7,584,578	)			1,505,039
Cash  and cash equivalents at beginning of period			8,077,849				7,127,456
Cash and cash equivalents at end of period		$	493,271			$	8,632,495

 

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

 

 

 

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.

 

Liquidity and Management’s Plan

 

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 May 31, 2023, the Company had $6,493,271 of cash, cash equivalents, and short-term investments on hand, and working capital of $6,577,271. The Company believes that it currently has sufficient cash to meet its funding requirements over the next twelve months following the issuance of this Quarterly Report on Form 10-Q. However, the Company has experienced and continues to experience negative cash flows from operations, as well as an ongoing requirement for substantial additional capital investment. The Company expects that it may need to raise additional capital to accomplish its business plan. 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 or terms 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 May 31, 2023, and for the three and nine months ended May 31, 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, 2022 included in our Annual Report on Form 10-K filed with the SEC on August 30, 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 May 31, 2023, results of operations, stockholders’ equity and cash flows for the three and nine months ended May 31, 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.

 

5

 

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. (the “Korean Subsidiary”). All significant intercompany balances and transactions have been eliminated.

 

As more fully described in Note 3, 0n 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, 2022. 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 third quarter in fiscal 2023 and 2022 ended on May 31, 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 $6,493,271 of cash and short-term deposits as of May 31, 2023, including $62,632 held in the US and covered by FDIC insurance, and $6,429,708 held in Canadian bank accounts with $6,356,195 in excess of Canadian Deposit Insurance Corporation insured limits.

 

Schedule of cash and cash cash equivalents
		May 31,				August 31,
		2023				2022
Cash		$	493,271			$	8,077,849
Short-term investments			6,000,000				-
Total cash and short-term investments		$	6,493,271			$	8,077,849

 

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 May 31, 2023, short-term investments consists of a 12-month $4,000,000 fixed-term deposit earning interest of 5.3%, and a 12-month $1,500,000 fixed term deposit earning interest of 4.25% purchased in February 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.

 

6

 

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 and nine months ended May 31, 2023 and 2022:

 

Schedule of statement of operations and comprehensive Loss
		Three Months Ended May 31,								Nine Months Ended May 31,
		2023				2022				2023				2022
Operating expenses
Selling, general and administrative		$	54,810			$	217,543			$	243,076			$	523,027
Research and development			-				-				16,253				105,647
Total operating expenses			54,810				217,543				259,329				628,674
Other income
Interest income			-				-				9				103
Impairment of assets			-				(674,200	)			-				(674,200	)
Net loss from discontinued operations		$	(54,810	)			(891,743	)		$	(259,320	)		$	(1,302,771	)

 

The following table summarizes the carrying value of the significant classes of assets and liabilities classified as discontinued operations as of August 31, 2022 and May 31, 2023:

 

Schedule of significant classes of assets and liabilities
		May 31, 2023				August 31, 2022
Current assets
Prepaid expenses and other current assets		$	13,894			$	43,599
Total current assets			13,894				43,599
Total assets		$	13,894			$	43,599
Current liabilities
Accounts payable and accrued expenses		$	101,290			$	57,585
Total current liabilities		$	101,290			$	57,585

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. Korean Subsidiary depreciation expense for the nine months ended May 31, 2023 and 2022, and included in the consolidated statement of cash flow was $0 and $7,532, respectively. Capital expenditures in the nine months ended May 31, 2023 and 2022 were $0 and $581,648, respectively.

 

7

 

 

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:

 

Schedule of computation of diluted losses per share
		Three Months Ended May 31,								Nine Months Ended May 31,
		2023				2022				2023				2022
Stock options			6,707,400				6,781,800				6,707,400				6,781,800
Warrants			16,666,667				19,281,917				16,666,667				19,281,917
Total anti dilutive shares			23,374,067				26,063,717				23,374,067				26,063,717

 

NOTE 5 – Property and Equipment

 

Property and equipment consists of the following:

 

Schedule of property and equipment
		May 31,				August 31,
		2023				2022
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			(121,534	)			(110,418	)
Property and equipment, net		$	1,318,876			$	1,329,992

 

During the three months ended May 31, 2023 and 2022, the Company recognized straight-line depreciation expense of $3,594 and $3,057, respectively. During the nine months ended May 31, 2023 and 2022, the Company recognized straight-line depreciation expense of $11,115 and $18,865, 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 May 31, 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. Other than the Series P Warrants, all of the following warrants may be exercised on a cashless basis. A summary of the Company’s warrants outstanding and exercisable as of May 31, 2023 and August 31, 2022 is as follows:

 

Schedule of warrants
		Shares of Common Stock Issuable from Warrants Outstanding as of
		May 31,				August 31,				Weighted Average				Date of
Description		2023				2022				Exercise Price				Issuance		Expiration
Series M			-				246,000			$	2.34			December 7, 2015		December 31, 2022
Series N			-				767,000			$	3.38			December 31, 2015		December 31, 2022
Series P			-				213,500			$	3.70			March 25, 2016		December 31, 2022
Series R			-				468,750			$	4.00			June 20, 2016		December 31, 2022
Series S-A			-				300,000			$	2.53			July 24, 2017		December 31, 2022
Series S			-				620,000			$	3.42			September 29, 2017		September 29, 2022
Series T			16,666,667				16,666,667			$	1.70			November 26, 2018		November 26, 2025
Total			16,666,667				19,281,917

 

During the nine months ended May 31, 2023, the Series M, N, P R, S-A and S Warrants expired unexercised.

 

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 estimated the grant date fair value of stock options using a Black-Scholes valuation model using the following weighted-average assumptions:

 

Schedule of weighted-average assumptions
		Nine Months Ended May 31,
		2023				2022
Expected dividend yield			-				-
Expected stock price volatility			-				103.31	%
Risk-free interest rate			-				1.16	%
Expected term (in years)(simplified method)			-				5.75
Exercise price			-			$	6.21
Weighted-average grant date fair-value			-			$	4.92

 

A summary of the Company’s stock option activity for the nine months ended May 31, 2023 and related information follows:

 

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, 2022			6,761,400				4.01
Forfeitures and cancellations			(54,000	)			4.53
Outstanding at  May 31, 2023			6,707,400				4.00				2.63				-
Exercisable at  May 31, 2023			6,656,050				4.01				2.63				-

 

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 May 31, 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 $0.26 on May 31, 2023 and no outstanding options have an exercise price below $0.26 per share, as of May 31, 2023, there is no intrinsic value in the Company’s outstanding stock options and vested options.

 

9

 

Three and Nine Months Ended May 31, 2022

 

Grants - On October 27, 2021, the Company’s Board granted 140,000 options to its officers and directors, with an exercise price of $6.21, exercisable on a cashless basis any time prior to the Company’s listing of any of its securities for trading on a national stock exchange, ten-year term and vesting as to 50% of the options on the six-month anniversary of the date of grant and as to the remaining 50% of the options on the twelve-month anniversary from the date of grant.

 

Forfeitures and cancellations - As a result of his resignation from the Board on November 10, 2021, Mr. Gary Parmar forfeited 58,600 unvested stock options, including 30,000 options granted on October 27, 2021.

 

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 and nine months ended May 31, 2023 and 2022:

 

Schedule of share-based compensation
		Three Months Ended May 31,								Nine Months Ended May 31,
Stock compensation expense:		2023				2022				2023				2022
Selling, general and administrative		$	24,023			$	389,557			$	118,855			$	838,309
Research and development			705				21,232				15,800				63,698
Total		$	24,728			$	410,789			$	134,655			$	902,007

 

As of May 31, 2023, the Company had $93,672 of unrecognized compensation cost related to unvested stock options which is expected to be recognized over a period of 1.25 years.

 

The following table summarizes information about stock options outstanding and exercisable at May 31, 2023:

 

Schedule of stock options outstanding and exercisable
			Stock Options Outstanding												Stock Options Exercisable
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				6.36				2.32				153,000				6.36				2.32
2.60				2,500,000				3.09				2.60				2,500,000				3.09				2.60
3.42				50,000				3.39				3.42				37,500				3.39				3.42
3.46				35,000				2.60				3.46				35,000				2.60				3.46
3.54				1,249,400				5.34				3.54				1,210,550				5.44				3.54
3.66				1,000,000				0.25				3.66				1,000,000				0.25				3.66
4.87				110,000				4.48				4.87				110,000				4.48				4.87
6.00				800,000				0.25				6.00				800,000				0.25				6.00
6.21				110,000				8.41				6.21				110,000				8.41				6.21
8.00				700,000				0.25				8.00				700,000				0.25				8.00
Total				6,707,400				2.63				4.00				6,632,650				2.63				4.01

 

10

 

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.

 

On August 7, 2017, the Company appointed Jatinder Bhogal to the Board of directors. Mr. Bhogal has provided consulting services to the Company through his wholly owned company, Vector Asset Management, Inc. (“VAMI”). On July 1, 2020 the Company and VAMI entered into an Executive Consulting Agreement (the “ECA”) pursuant to which Mr. Bhogal served as a director of the Company and as its Chairman and Chief Executive Officer. Effective January 18, 2022, Mr. Bhogal resigned all positions he held in the Company and executed a Separation and Release of Claims Agreement by and among the Company, VAMI and Mr. Bhogal. Pursuant to the ECA, VAMI received $34,167 per month and was eligible for an annual bonus. VAMI also incurred expenses on behalf of the Company which are reimbursed according to the Company’s expense reimbursement policy. The Company recognized cash compensation expense of $0 during the three months ended May 31, 2023 and 2022, respectively related to the ECA. The Company recognized cash compensation expense of $0 and $524,505 during the nine months ended May 31, 2023 and 2022, respectively related to the ECA.

 

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. Mr. Sierchio resigned from the Board effective October 22, 2018, and was reappointed on October 1, 2020. Fees for legal services billed by Sierchio Law, LLP while serving as a director totaled $58,049 and $43,750 for the three months ended May 31, 2023 and 2022, respectively, and $145,549 and $131,250 during the nine months ended May 31, 2023 and 2022, respectively. As of May 31, 2023, the Company recognized a related party payable to Sierchio Law, LLP of $31,383, including $28,883 related to legal services and $2,500 related to the quarterly board fee for the three months ended May 31, 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 – Leases

 

On February 26, 2021, the Korean Subsidiary entered into an apartment lease for the purposes of housing foreign personnel. The apartment lease provided for a term of one year beginning March 7, 2021, monthly rent of approximately $950 and a security deposit of approximately $8,700. This lease was terminated in November 2022.

 

In September 2020, the Korean Subsidiary entered a lease for office space. The office lease provided for an initial term of one-year from September 23, 2020 through September 23, 2021, which was been renewed for an additional year, monthly rent of approximately $1,200 and a security deposit of approximately $13,000. This lease was terminated in December 2022.

 

The Company’s policy is to record all leases with a term of less than one year as an operating lease with rent expensed recorded on a straight-line basis and to not recognize lease assets or lease liabilities.

 

As of May 31, 2023, the Company has not entered into any leases other than those described above which have not yet commenced and would entitle the Company to significant rights or create additional obligations.

 

11

 

NOTE 11 – Subsequent Events

 

Management has reviewed material events subsequent of the period ended May 31, 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.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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.

 

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 May 31, 2023, the Company had a capitalized asset balance of $110,563 related to deferred research and development costs for advances to Alliance for Sustainable Energy for work to be performed under the NREL CRADA.

 

 

 

 

 

 

Results of Operations

 

Our quarterly periods end on November 30, February 28, May 31, and August 31. Our operating results for the fiscal quarter ended May 31, 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:

 

										2023 compared to 2022
		Three Months Ended May 31,								Increase /				Percentage
		2023				2022				(Decrease)				Change
Operating expenses:
Selling, general & administrative		$	359,204			$	368,042			$	(8,838	)			-2	%
Research and development			194,759				170,206				24,553				14	%
Stock compensation			24,728				212,355				(187,627	)			-88	%
Total Operating expense		$	578,691			$	750,603			$	(171,912	)			-23	%

 

										2023 compared to 2022
		Nine Months Ended May 31,								Increase /				Percentage
		2023				2022				(Decrease)				Change
Operating expenses:
Selling, general & administrative		$	1,008,458			$	1,539,239			$	(530,781	)			-34	%
Research and development			576,531				627,950				(51,419	)			-8	%
Stock compensation			134,655				902,007				(767,352	)			-85	%
Total Operating expenses		$	1,719,644			$	3,069,196			$	(1,349,552	)			-44	%

 

Comparison of the three and nine months ended May 31, 2023 to the three and nine months ended May 31, 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 May 31, 2023, compared to the three months ended May 31, 2022, SG&A costs decreased due to lower personnel costs ($28,000), offset by increases in professional fees and other administrative costs ($19,000). During the nine months ended May 31, 2023, compared to the nine months ended May 31, 2022, SG&A costs decreased due to lower personnel costs ($478,000), and professional fees ($87,000), offset by increases of other administrative costs ($34,000).

 

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 May 31, 2023, compared to the three months ended May 31, 2022, R&D costs increased primarily as a result of an increase in CRADA costs. During the nine months ended May 31, 2023 compared to the nine months ended May 31, 2022, R&D costs decreased primarily as a result of lower personnel costs ($100,000), offset by net increases in CRADA and other costs ($48,000).

 

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 primarily due to current year expense excluding compensation expense related to the 2,500,000 stock purchase options granted in the fourth quarter of fiscal year ended August 31, 2020 to Mr. John Rhee, former President, CEO and Chairman.

 

Net loss from continuing operations

 

Consolidated net loss from continuing operations decreased $245,303 to $499,439 for the three months ended May 31, 2023 as compared to a net loss of $744,742 in the same period of the prior year. Consolidated net loss from continuing operations decreased $1,488,889 to $1,548,784 for the nine months ended May 31, 2023 as compared to a net loss of $3,037,673 in the same period of the prior year. The decrease for the three and nine months ended May 31, 2023 compared to 2022 is primarily due to lower costs related to stock compensation, personnel, and professional fees.

 

Net loss from discontinued operations

 

Net loss from discontinued operations of $54,810 in the three months ended May 31, 2023 is primarily comprised of costs related to legal fees. Net loss from discontinued operations of $259,320 in the nine months ended May 31, 2023 is primarily comprised of costs related to legal and accounting fees ($148,418), other SG&A ($94,658), and R&D ($16,253).

 

Net loss from discontinued operations of $259,320 in the nine months ended May 31, 2023 is primarily comprised of costs related to legal and accounting fees ($148,418), other SG&A ($94,658), and R&D ($16,253). Net loss from discontinued operations of $1,302,771 in the nine months ended May 31, 2022 is primarily comprised of costs related to SG&A ($523,027), R&D ($105,647) and the impairment of assets ($674,200).

 

 

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 May 31, 2023, the Company had cash, cash equivalents, and short-term investments of $6,493,271. 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:

 

		Nine Months Ended May 31,								2023 compared
		2023				2022				to 2022
Net cash used in operating activities		$	(1,584,073	)		$	(2,878,836	)		$	1,294,763
Net cash provided by (used) in investing activities			(6,000,000	)			4,398,402				(10,398,402	)
Effect of exchange rate changes on cash			(505	)			(14,527	)			14,022
Net increase (decrease) in cash and cash equivalents		$	(7,584,578	)		$	1,505,039			$	(9,089,617	)

 

Operating Activities - Operating activities consist of net loss adjusted for certain non-cash items, including depreciation, stock-based compensation expense, impairments and the effect of changes in working capital. The amount of cash used during the nine months ended May 31, 2023 compared to cash used during the nine months ended May 31, 2022 decreased $1,294,763 due to an approximate decrease in cash layouts related to the Korea office ($518,000), US based personnel ($578,000), and working capital items ($199,000).

 

Investing Activities - We have used cash primarily for liquid short-term investments, purchases of furniture, office equipment, leasehold improvements, and computers. During February 2023, we purchased $5,500,000 of twelve-month term deposits and $500,000 of a six-month term deposit. During 2022, the Company redeemed a $5,000,000 term deposit offset by $601,598 of capital expenditures.

 

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.”

 

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 May 31, 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

 

Disclosure Controls and Procedures

 

We maintain a system of disclosure controls and procedures, as defined in Rule 13a-15(e) under the Exchange Act, which are designed to provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. In designing and evaluating our disclosure controls and procedures, our management recognized that any system of controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours is designed to do, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. In addition, the design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

 

Under supervision and with the participation of management, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures for the Company and its subsidiaries as of May 31, 2023. Based on that evaluation, our Acting Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures at the subsidiary level were not effective at a reasonable assurance level as of May 31, 2023, as discussed below.

 

Management’s Report on Internal Control over Financial Reporting

 

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed under the supervision of our principal executive officer and principal financial officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with US GAAP. Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

As of May 31, 2023, our Acting Principal Executive Officer and Principal Financial Officer assessed the effectiveness of our internal control over financial reporting using the criteria set forth in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, our management concluded that our internal control over financial reporting was not effective at May 31, 2023 because of the material weaknesses described below.

 

Management identified control deficiencies at the subsidiary level that constituted material weaknesses. A “material weakness”, as defined by COSO, is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is more than a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management identified the following material weaknesses in our internal control over financial reporting as of May 31, 2023:

 

The degree of compliance with established policies and procedures had deteriorated at the Korean Subsidiary. Due to jurisdictional challenges of operating the Korean Subsidiary from the U.S., the Company relied upon the cooperation of the Korean Subsidiaries former management to maintain adherence to and comply with the documented internal control procedures, including the dissemination of its financial results and support thereof to SolarWindow Technologies, Inc, the parent company, for purposes of consolidating the Company’s financial results. Management is unable to assess compliance with the Korean Subsidiary’s documented and established policies and procedures due to the former management of the Korean Subsidiary failing to provide the financial information required for consolidation thereby resulting in the inability of the Company’s auditors to complete their review procedures of the Korean Subsidiary.

 

Also, due to reductions in staffing at the Korean Subsidiary, there was inadequate segregation of duties consistent with control objectives. The Korean Subsidiary’s management was comprised of a single individual resulting in a situation where limitations of segregation of duties exist.

 

Accordingly, because of identifying the above material weaknesses we have concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the Company’s internal controls.

 

Management believes that the material weaknesses set forth above are intrinsic to our small size and that these weaknesses are limited to the Korean Subsidiary.

Remedies Employed as of May 31, 2023 and the Date of this Quarterly Report

Management has retained counsel in South Korea to provide legal services with respect to the recovery of its assets, and with the dissolution of the Korean Subsidiary as resolved by the Board on January 13, 2023.

 

On April 25, 2023, management formally removed the Korean Subsidiary management and installed persons affiliated with the Company thus providing management with the authority, not previously held, to direct and oversee the Korean Subsidiary.

 

On May 25, 2023, management engaged a Korean accounting firm to provide accounting services, financial reporting and assist with the dissolution of the Korean subsidiary.

 

Internal Control over Financial Reporting

 

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. However, management believes that the remedies noted above, including the removal of the former Korean Subsidiary management, installation of trusted individuals, and the engagement of professional accountants during the Company’s fourth quarter will have a positive material impact on the Company’s internal control over financial reporting as of its year ended August 31, 2023.

 

We are not required by current SEC rules to include an auditor's attestation report. Our registered public accounting firm has not attested to Management's reports on 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, 2022, 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, 2022.

 

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.

 

 

 

 

 

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:		October 10, 2023
By:		/S/ Justin Frere
		Justin Frere, CPA
		Interim Chief Financial Officer
		(Principal Financial Officer)
Date:		October 10, 2023

 

 

 

 

 

 

 

21

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: October 10, 2023		/s/ Amit Singh
		Amit Singh
		Vice President
		(Acting Principal Executive Officer)

 

 

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: October 10, 2023		/s/ Justin Frere
		Justin Frere
		Interim Chief Financial Officer
		(Principal Executive Officer)

 

 

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 and nine months ended May 31, 2023that 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: October 10, 2023		/s/ Amit Singh
		Amit Singh
		Vice President
		(Acting Principal Executive Officer)
Date: October 10, 2023		/s/ Justin Frere
		Justin Frere, CPA
		Interim Chief Financial Officer
		(Principal Financial Officer)

 

 

v3.23.3

Cover - shares	9 Months Ended
	May 31, 2023	Oct. 05, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	May 31, 2023
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2023
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

v3.23.3

CONSOLIDATED BALANCE SHEETS - USD ($)	May 31, 2023	Aug. 31, 2022
Current assets
Cash and cash equivalents	$ 493,271	$ 8,077,849
Short-term investments	6,000,000
Deferred research and development costs	110,563	153,799
Prepaid expenses and other current assets	219,818	87,232
Current assets of discontinued operations	13,894	43,599
Total current assets	6,837,546	8,362,479
Property and Equipment, net of accumulated depreciation of $121,534 and $110,418, respectively	1,318,876	1,329,992
Total assets	8,156,422	9,692,471
Current liabilities
Accounts payable and accrued expenses	117,602	60,791
Related party payables	41,383
Current liabilities of discontinued operations	101,290	57,585
Total current liabilities	260,275	118,376
Total liabilities	260,275	118,376
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 May 31, 2023 and August 31, 2022	53,198	53,198
Additional paid-in capital	82,710,657	82,576,002
Accumulated other comprehensive income (loss)	(78,131)	(73,631)
Retained deficit	(74,789,577)	(72,981,474)
Total stockholders' equity	7,896,147	9,574,095
Total liabilities and stockholders' equity	$ 8,156,422	$ 9,692,471

v3.23.3

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	May 31, 2023	Aug. 31, 2022
Statement of Financial Position [Abstract]
Property and equipment, net of accumulated depreciation	$ 121,534	$ 110,418
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

v3.23.3

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPRENENSIVE LOSS (UNAUDITED) - USD ($)	3 Months Ended		9 Months Ended
	May 31, 2023	May 31, 2022	May 31, 2023	May 31, 2022
Income Statement [Abstract]
Revenue
Operating expenses
Selling, general and administrative	383,227	559,164	1,127,313	2,377,548
Research and development	195,464	191,439	592,331	691,648
Total operating expenses	578,691	750,603	1,719,644	3,069,196
Loss from operations	(578,691)	(750,603)	(1,719,644)	(3,069,196)
Other income (expense)
Interest income	79,252	5,861	170,860	17,963
Other income				13,560
Total other income (expense)	79,252	5,861	170,860	31,523
Net loss from continuing operations	(499,439)	(744,742)	(1,548,784)	(3,037,673)
Net loss from discontinued operations	(54,810)	(891,743)	(259,320)	(1,302,771)
Net loss	(554,249)	(1,636,485)	(1,808,104)	(4,340,444)
Other comprehensive income (loss)
Foreign currency translation gain/(loss)	270	33,728	(4,500)	14,872
Comprehensive income (loss)	$ (553,979)	$ (1,636,757)	$ (1,812,604)	$ (4,325,572)

v3.23.3

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPRENENSIVE LOSS (UNAUDITED) (Parenthetical) - $ / shares	3 Months Ended		9 Months Ended
	May 31, 2023	May 31, 2022	May 31, 2023	May 31, 2022
Income Statement [Abstract]
Loss per Share from continuing operations basic	$ (0.01)	$ (0.01)	$ (0.02)	$ (0.06)
Loss per Share from continuing operations diluted	(0.01)	(0.01)	(0.02)	(0.06)
Loss per Share from discontinued operations basic	(0.00)	(0.02)	(0.00)	(0.02)
Loss per Share from discontinued operations diluted	(0.00)	(0.02)	(0.00)	(0.02)
Loss per Share basic	(0.01)	(0.03)	(0.02)	(0.08)
Loss per Share diluted	$ (0.01)	$ (0.03)	$ (0.02)	$ (0.08)
Weighted average number of common shares outstanding - basic	53,198,399	53,198,399	53,198,399	53,198,399
Weighted average number of common shares outstanding - diluted	53,198,399	53,198,399	53,198,399	53,198,399

v3.23.3

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, 2021	$ 53,198	$ 81,551,840	$ (14,872)	$ (68,032,941)	$ 13,557,225
Beginning balance, shares at Aug. 31, 2021	53,198,399
Stock based compensation due to common stock purchase options		278,863			278,863
Foreign currency translation adjustment			(5,160)		(5,160)
Net loss				(1,326,124)	(1,326,124)
Ending balance, value at Nov. 30, 2021	$ 53,198	81,030,703	20,032	(69,359,065)	12,504,804
Ending balance, shares at Nov. 30, 2021	53,198,399
Stock based compensation due to common stock purchase options		410,789			410,789
Foreign currency translation adjustment			(13,696)		(13,696)
Net loss				(1,377,834)	(1,377,834)
Ending balance, value at Feb. 28, 2022	$ 53,198	82,241,492	(33,728)	(70,736,899)	11,524,063
Ending balance, shares at Feb. 28, 2022	53,198,399
Stock based compensation due to common stock purchase options		212,355			212,355
Foreign currency translation adjustment			33,728		33,728
Net loss				(1,636,485)	(1,636,485)
Ending balance, value at May. 31, 2022	$ 53,198	82,453,847		(72,373,384)	10,133,661
Ending balance, shares at May. 31, 2022	53,198,399
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
Stock based compensation due to common stock purchase options		24,727			24,727
Foreign currency translation adjustment			661		661
Net loss				(527,697)	(527,697)
Ending balance, value at Feb. 28, 2023	$ 53,198	82,685,929	(78,401)	(74,235,328)	8,425,398
Ending balance, shares at Feb. 28, 2023	53,198,399
Stock based compensation due to common stock purchase options		24,728			24,728
Foreign currency translation adjustment			270		270
Net loss				(554,249)	(554,249)
Ending balance, value at May. 31, 2023	$ 53,198	$ 82,710,657	$ (78,131)	$ (74,789,577)	$ 7,896,147
Ending balance, shares at May. 31, 2023	53,198,399

v3.23.3

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)	9 Months Ended
	May 31, 2023	May 31, 2022
Cash flows from operating activities
Loss  from continuing operations	$ (1,548,784)	$ (3,037,673)
Loss from discontinued operations	(259,320)	(1,302,771)
Adjustments to reconcile net loss to net cash flows used in operating activities:
Depreciation	11,115	18,865
Stock based compensation expense	134,655	902,007
Impairment of assets		(674,200)
Changes in operating assets and liabilities:
Deferred research and development costs	43,236	(8,638)
Prepaid expenses and other assets	(102,596)	(48,699)
Security deposits		20,142
Accounts payable and accrued expenses	67,809	(11,102)
Related party payable	69,812	(85,167)
Net cash used in operating activities	(1,584,073)	(2,878,836)
Cash flows from investing activities
Purchase of short-term investments	(6,000,000)
Redemption of short-term investments		5,000,000
Capital expenditures		(601,598)
Net cash provided by (used in) investing activities	(6,000,000)	4,398,402
Effect of exchange rate changes on cash and cash equivalents	(505)	(14,527)
Net increase (decrease) in cash and cash equivalents	(7,584,578)	1,505,039
Cash  and cash equivalents at beginning of period	8,077,849	7,127,456
Cash and cash equivalents at end of period	$ 493,271	$ 8,632,495

v3.23.3

Organization	9 Months Ended
	May 31, 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.   Liquidity and Management’s Plan   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 May 31, 2023, the Company had $6,493,271 of cash, cash equivalents, and short-term investments on hand, and working capital of $6,577,271. The Company believes that it currently has sufficient cash to meet its funding requirements over the next twelve months following the issuance of this Quarterly Report on Form 10-Q. However, the Company has experienced and continues to experience negative cash flows from operations, as well as an ongoing requirement for substantial additional capital investment. The Company expects that it may need to raise additional capital to accomplish its business plan. 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 or terms upon which such financing and capital might be available.

v3.23.3

Interim Statement Presentation	9 Months Ended
	May 31, 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 May 31, 2023, and for the three and nine months ended May 31, 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, 2022 included in our Annual Report on Form 10-K filed with the SEC on August 30, 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 May 31, 2023, results of operations, stockholders’ equity and cash flows for the three and nine months ended May 31, 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. (the “Korean Subsidiary”). All significant intercompany balances and transactions have been eliminated.   As more fully described in Note 3, 0n 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, 2022. 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 third quarter in fiscal 2023 and 2022 ended on May 31, 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 $6,493,271 of cash and short-term deposits as of May 31, 2023, including $62,632 held in the US and covered by FDIC insurance, and $6,429,708 held in Canadian bank accounts with $6,356,195 in excess of Canadian Deposit Insurance Corporation insured limits.   Schedule of cash and cash cash equivalents                     May 31,   August 31,     2023   2022 Cash   $ 493,271     $ 8,077,849   Short-term investments     6,000,000       -   Total cash and short-term investments   $ 6,493,271     $ 8,077,849     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 May 31, 2023, short-term investments consists of a 12-month $4,000,000 fixed-term deposit earning interest of 5.3%, and a 12-month $1,500,000 fixed term deposit earning interest of 4.25% purchased in February 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.

v3.23.3

Discontinued Operations	9 Months Ended
	May 31, 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 and nine months ended May 31, 2023 and 2022:   Schedule of statement of operations and comprehensive Loss                                     Three Months Ended May 31,   Nine Months Ended May 31,     2023   2022   2023   2022 Operating expenses                                 Selling, general and administrative   $ 54,810     $ 217,543     $ 243,076     $ 523,027   Research and development     -       -       16,253       105,647   Total operating expenses     54,810       217,543       259,329       628,674                                     Other income                                 Interest income     -       -       9       103   Impairment of assets     -       (674,200 )     -       (674,200 ) Net loss from discontinued operations   $ (54,810 )     (891,743 )   $ (259,320 )   $ (1,302,771 )   The following table summarizes the carrying value of the significant classes of assets and liabilities classified as discontinued operations as of August 31, 2022 and May 31, 2023:   Schedule of significant classes of assets and liabilities                     May 31, 2023   August 31, 2022 Current assets                 Prepaid expenses and other current assets   $ 13,894     $ 43,599   Total current assets     13,894       43,599   Total assets   $ 13,894     $ 43,599                     Current liabilities                 Accounts payable and accrued expenses   $ 101,290     $ 57,585   Total current liabilities   $ 101,290     $ 57,585   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. Korean Subsidiary depreciation expense for the nine months ended May 31, 2023 and 2022, and included in the consolidated statement of cash flow was $0 and $7,532, respectively. Capital expenditures in the nine months ended May 31, 2023 and 2022 were $0 and $581,648, respectively.

v3.23.3

Net Income (Loss) Per Share	9 Months Ended
	May 31, 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:   Schedule of computation of diluted losses per share                                     Three Months Ended May 31,   Nine Months Ended May 31,     2023   2022   2023   2022 Stock options     6,707,400       6,781,800       6,707,400       6,781,800   Warrants     16,666,667       19,281,917       16,666,667       19,281,917   Total anti dilutive shares     23,374,067       26,063,717       23,374,067       26,063,717

v3.23.3

Property and Equipment	9 Months Ended
	May 31, 2023
Property, Plant and Equipment [Abstract]
Property and Equipment	NOTE 5 – Property and Equipment   Property and equipment consists of the following:   Schedule of property and equipment                     May 31,   August 31,     2023   2022 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     (121,534 )     (110,418 ) Property and equipment, net   $ 1,318,876     $ 1,329,992     During the three months ended May 31, 2023 and 2022, the Company recognized straight-line depreciation expense of $3,594 and $3,057, respectively. During the nine months ended May 31, 2023 and 2022, the Company recognized straight-line depreciation expense of $11,115 and $18,865, 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.

v3.23.3

Common Stock and Warrants	9 Months Ended
	May 31, 2023
Equity [Abstract]
Common Stock and Warrants	NOTE 6 – Common Stock and Warrants   Common Stock   At May 31, 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. Other than the Series P Warrants, all of the following warrants may be exercised on a cashless basis. A summary of the Company’s warrants outstanding and exercisable as of May 31, 2023 and August 31, 2022 is as follows:   Schedule of warrants                                     Shares of Common Stock Issuable from Warrants Outstanding as of                 May 31,   August 31,   Weighted Average   Date of     Description   2023   2022   Exercise Price   Issuance   Expiration Series M     -       246,000     $ 2.34     December 7, 2015   December 31, 2022 Series N     -       767,000     $ 3.38     December 31, 2015   December 31, 2022 Series P     -       213,500     $ 3.70     March 25, 2016   December 31, 2022 Series R     -       468,750     $ 4.00     June 20, 2016   December 31, 2022 Series S-A     -       300,000     $ 2.53     July 24, 2017   December 31, 2022 Series S     -       620,000     $ 3.42     September 29, 2017   September 29, 2022 Series T     16,666,667       16,666,667     $ 1.70     November 26, 2018   November 26, 2025 Total     16,666,667       19,281,917                     During the nine months ended May 31, 2023, the Series M, N, P R, S-A and S Warrants expired unexercised.

v3.23.3

Stock Options	9 Months Ended
	May 31, 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 estimated the grant date fair value of stock options using a Black-Scholes valuation model using the following weighted-average assumptions:   Schedule of weighted-average assumptions                     Nine Months Ended May 31,     2023   2022 Expected dividend yield     -       -   Expected stock price volatility     -       103.31 % Risk-free interest rate     -       1.16 % Expected term (in years)(simplified method)     -       5.75   Exercise price     -     $ 6.21   Weighted-average grant date fair-value     -     $ 4.92     A summary of the Company’s stock option activity for the nine months ended May 31, 2023 and related information follows:   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, 2022     6,761,400       4.01                   Forfeitures and cancellations     (54,000 )     4.53                   Outstanding at  May 31, 2023     6,707,400       4.00       2.63       -   Exercisable at  May 31, 2023     6,656,050       4.01       2.63       -     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 May 31, 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 $0.26 on May 31, 2023 and no outstanding options have an exercise price below $0.26 per share, as of May 31, 2023, there is no intrinsic value in the Company’s outstanding stock options and vested options.   Three and Nine Months Ended May 31, 2022   Grants - On October 27, 2021, the Company’s Board granted 140,000 options to its officers and directors, with an exercise price of $6.21, exercisable on a cashless basis any time prior to the Company’s listing of any of its securities for trading on a national stock exchange, ten-year term and vesting as to 50% of the options on the six-month anniversary of the date of grant and as to the remaining 50% of the options on the twelve-month anniversary from the date of grant.   Forfeitures and cancellations - As a result of his resignation from the Board on November 10, 2021, Mr. Gary Parmar forfeited 58,600 unvested stock options, including 30,000 options granted on October 27, 2021.   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 and nine months ended May 31, 2023 and 2022:   Schedule of share-based compensation                                     Three Months Ended May 31,   Nine Months Ended May 31, Stock compensation expense:   2023   2022   2023   2022 Selling, general and administrative   $ 24,023     $ 389,557     $ 118,855     $ 838,309   Research and development     705       21,232       15,800       63,698   Total   $ 24,728     $ 410,789     $ 134,655     $ 902,007     As of May 31, 2023, the Company had $93,672 of unrecognized compensation cost related to unvested stock options which is expected to be recognized over a period of 1.25 years.   The following table summarizes information about stock options outstanding and exercisable at May 31, 2023:   Schedule of stock options outstanding and exercisable                                                       Stock Options Outstanding   Stock Options Exercisable Exercise Prices   Number of Shares Subject to Outstanding Options   Weighted Average Contractual Life (years)   Weighted Average Exercise Price ($)   Number of Shares Subject To Options Exercise   Weighted Average Remaining Contractual Life (Years)   Weighted Average Exercise Price ($) 2.32       153,000       6.36       2.32       153,000       6.36       2.32   2.60       2,500,000       3.09       2.60       2,500,000       3.09       2.60   3.42       50,000       3.39       3.42       37,500       3.39       3.42   3.46       35,000       2.60       3.46       35,000       2.60       3.46   3.54       1,249,400       5.34       3.54       1,210,550       5.44       3.54   3.66       1,000,000       0.25       3.66       1,000,000       0.25       3.66   4.87       110,000       4.48       4.87       110,000       4.48       4.87   6.00       800,000       0.25       6.00       800,000       0.25       6.00   6.21       110,000       8.41       6.21       110,000       8.41       6.21   8.00       700,000       0.25       8.00       700,000       0.25       8.00   Total       6,707,400       2.63       4.00       6,632,650       2.63       4.01

v3.23.3

Transactions with Related Persons	9 Months Ended
	May 31, 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.   On August 7, 2017, the Company appointed Jatinder Bhogal to the Board of directors. Mr. Bhogal has provided consulting services to the Company through his wholly owned company, Vector Asset Management, Inc. (“VAMI”). On July 1, 2020 the Company and VAMI entered into an Executive Consulting Agreement (the “ECA”) pursuant to which Mr. Bhogal served as a director of the Company and as its Chairman and Chief Executive Officer. Effective January 18, 2022, Mr. Bhogal resigned all positions he held in the Company and executed a Separation and Release of Claims Agreement by and among the Company, VAMI and Mr. Bhogal. Pursuant to the ECA, VAMI received $34,167 per month and was eligible for an annual bonus. VAMI also incurred expenses on behalf of the Company which are reimbursed according to the Company’s expense reimbursement policy. The Company recognized cash compensation expense of $0 during the three months ended May 31, 2023 and 2022, respectively related to the ECA. The Company recognized cash compensation expense of $0 and $524,505 during the nine months ended May 31, 2023 and 2022, respectively related to the ECA.   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. Mr. Sierchio resigned from the Board effective October 22, 2018, and was reappointed on October 1, 2020. Fees for legal services billed by Sierchio Law, LLP while serving as a director totaled $58,049 and $43,750 for the three months ended May 31, 2023 and 2022, respectively, and $145,549 and $131,250 during the nine months ended May 31, 2023 and 2022, respectively. As of May 31, 2023, the Company recognized a related party payable to Sierchio Law, LLP of $31,383, including $28,883 related to legal services and $2,500 related to the quarterly board fee for the three months ended May 31, 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.

v3.23.3

Commitments and Contingencies	9 Months Ended
	May 31, 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.

v3.23.3

Leases	9 Months Ended
	May 31, 2023
Leases
Leases	NOTE 10 – Leases   On February 26, 2021, the Korean Subsidiary entered into an apartment lease for the purposes of housing foreign personnel. The apartment lease provided for a term of one year beginning March 7, 2021, monthly rent of approximately $950 and a security deposit of approximately $8,700. This lease was terminated in November 2022.   In September 2020, the Korean Subsidiary entered a lease for office space. The office lease provided for an initial term of one-year from September 23, 2020 through September 23, 2021, which was been renewed for an additional year, monthly rent of approximately $1,200 and a security deposit of approximately $13,000. This lease was terminated in December 2022.   The Company’s policy is to record all leases with a term of less than one year as an operating lease with rent expensed recorded on a straight-line basis and to not recognize lease assets or lease liabilities.   As of May 31, 2023, the Company has not entered into any leases other than those described above which have not yet commenced and would entitle the Company to significant rights or create additional obligations.

v3.23.3

Subsequent Events	9 Months Ended
	May 31, 2023
Subsequent Events [Abstract]
Subsequent Events	NOTE 11 – Subsequent Events   Management has reviewed material events subsequent of the period ended May 31, 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.

v3.23.3

Interim Statement Presentation (Policies)	9 Months Ended
	May 31, 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 May 31, 2023, and for the three and nine months ended May 31, 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, 2022 included in our Annual Report on Form 10-K filed with the SEC on August 30, 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 May 31, 2023, results of operations, stockholders’ equity and cash flows for the three and nine months ended May 31, 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. (the “Korean Subsidiary”). All significant intercompany balances and transactions have been eliminated.   As more fully described in Note 3, 0n 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, 2022. 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 third quarter in fiscal 2023 and 2022 ended on May 31, 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 $6,493,271 of cash and short-term deposits as of May 31, 2023, including $62,632 held in the US and covered by FDIC insurance, and $6,429,708 held in Canadian bank accounts with $6,356,195 in excess of Canadian Deposit Insurance Corporation insured limits.   Schedule of cash and cash cash equivalents                     May 31,   August 31,     2023   2022 Cash   $ 493,271     $ 8,077,849   Short-term investments     6,000,000       -   Total cash and short-term investments   $ 6,493,271     $ 8,077,849
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 May 31, 2023, short-term investments consists of a 12-month $4,000,000 fixed-term deposit earning interest of 5.3%, and a 12-month $1,500,000 fixed term deposit earning interest of 4.25% purchased in February 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.

v3.23.3

Interim Statement Presentation (Tables)	9 Months Ended
	May 31, 2023
Interim Statement Presentation
Schedule of cash and cash cash equivalents	Schedule of cash and cash cash equivalents                     May 31,   August 31,     2023   2022 Cash   $ 493,271     $ 8,077,849   Short-term investments     6,000,000       -   Total cash and short-term investments   $ 6,493,271     $ 8,077,849

v3.23.3

Discontinued Operations (Tables)	9 Months Ended
	May 31, 2023
Discontinued Operations and Disposal Groups [Abstract]
Schedule of statement of operations and comprehensive Loss	Schedule of statement of operations and comprehensive Loss                                     Three Months Ended May 31,   Nine Months Ended May 31,     2023   2022   2023   2022 Operating expenses                                 Selling, general and administrative   $ 54,810     $ 217,543     $ 243,076     $ 523,027   Research and development     -       -       16,253       105,647   Total operating expenses     54,810       217,543       259,329       628,674                                     Other income                                 Interest income     -       -       9       103   Impairment of assets     -       (674,200 )     -       (674,200 ) Net loss from discontinued operations   $ (54,810 )     (891,743 )   $ (259,320 )   $ (1,302,771 )
Schedule of significant classes of assets and liabilities	Schedule of significant classes of assets and liabilities                     May 31, 2023   August 31, 2022 Current assets                 Prepaid expenses and other current assets   $ 13,894     $ 43,599   Total current assets     13,894       43,599   Total assets   $ 13,894     $ 43,599                     Current liabilities                 Accounts payable and accrued expenses   $ 101,290     $ 57,585   Total current liabilities   $ 101,290     $ 57,585

v3.23.3

Net Income (Loss) Per Share (Tables)	9 Months Ended
	May 31, 2023
Earnings Per Share [Abstract]
Schedule of computation of diluted losses per share	Schedule of computation of diluted losses per share                                     Three Months Ended May 31,   Nine Months Ended May 31,     2023   2022   2023   2022 Stock options     6,707,400       6,781,800       6,707,400       6,781,800   Warrants     16,666,667       19,281,917       16,666,667       19,281,917   Total anti dilutive shares     23,374,067       26,063,717       23,374,067       26,063,717

v3.23.3

Property and Equipment (Tables)	9 Months Ended
	May 31, 2023
Property, Plant and Equipment [Abstract]
Schedule of property and equipment	Schedule of property and equipment                     May 31,   August 31,     2023   2022 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     (121,534 )     (110,418 ) Property and equipment, net   $ 1,318,876     $ 1,329,992

v3.23.3

Common Stock and Warrants (Tables)	9 Months Ended
	May 31, 2023
Equity [Abstract]
Schedule of warrants	Schedule of warrants                                     Shares of Common Stock Issuable from Warrants Outstanding as of                 May 31,   August 31,   Weighted Average   Date of     Description   2023   2022   Exercise Price   Issuance   Expiration Series M     -       246,000     $ 2.34     December 7, 2015   December 31, 2022 Series N     -       767,000     $ 3.38     December 31, 2015   December 31, 2022 Series P     -       213,500     $ 3.70     March 25, 2016   December 31, 2022 Series R     -       468,750     $ 4.00     June 20, 2016   December 31, 2022 Series S-A     -       300,000     $ 2.53     July 24, 2017   December 31, 2022 Series S     -       620,000     $ 3.42     September 29, 2017   September 29, 2022 Series T     16,666,667       16,666,667     $ 1.70     November 26, 2018   November 26, 2025 Total     16,666,667       19,281,917

v3.23.3

Stock Options (Tables)	9 Months Ended
	May 31, 2023
Share-Based Payment Arrangement [Abstract]
Schedule of weighted-average assumptions	Schedule of weighted-average assumptions                     Nine Months Ended May 31,     2023   2022 Expected dividend yield     -       -   Expected stock price volatility     -       103.31 % Risk-free interest rate     -       1.16 % Expected term (in years)(simplified method)     -       5.75   Exercise price     -     $ 6.21   Weighted-average grant date fair-value     -     $ 4.92
Schedule of stock option activity	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, 2022     6,761,400       4.01                   Forfeitures and cancellations     (54,000 )     4.53                   Outstanding at  May 31, 2023     6,707,400       4.00       2.63       -   Exercisable at  May 31, 2023     6,656,050       4.01       2.63       -
Schedule of share-based compensation	Schedule of share-based compensation                                     Three Months Ended May 31,   Nine Months Ended May 31, Stock compensation expense:   2023   2022   2023   2022 Selling, general and administrative   $ 24,023     $ 389,557     $ 118,855     $ 838,309   Research and development     705       21,232       15,800       63,698   Total   $ 24,728     $ 410,789     $ 134,655     $ 902,007
Schedule of stock options outstanding and exercisable	Schedule of stock options outstanding and exercisable                                                       Stock Options Outstanding   Stock Options Exercisable 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       6.36       2.32       153,000       6.36       2.32   2.60       2,500,000       3.09       2.60       2,500,000       3.09       2.60   3.42       50,000       3.39       3.42       37,500       3.39       3.42   3.46       35,000       2.60       3.46       35,000       2.60       3.46   3.54       1,249,400       5.34       3.54       1,210,550       5.44       3.54   3.66       1,000,000       0.25       3.66       1,000,000       0.25       3.66   4.87       110,000       4.48       4.87       110,000       4.48       4.87   6.00       800,000       0.25       6.00       800,000       0.25       6.00   6.21       110,000       8.41       6.21       110,000       8.41       6.21   8.00       700,000       0.25       8.00       700,000       0.25       8.00   Total       6,707,400       2.63       4.00       6,632,650       2.63       4.01

v3.23.3

Organization (Details Narrative)	May 31, 2023 USD ($)
Accounting Policies [Abstract]
Cash and cash equivalents	$ 6,493,271
Working capital	$ 6,577,271

v3.23.3

Interim Statement Presentation (Details) - USD ($)	May 31, 2023	Aug. 31, 2022
Interim Statement Presentation
Cash	$ 493,271	$ 8,077,849
Short-term investments	6,000,000
Total cash and short-term investments	$ 6,493,271	$ 8,077,849

v3.23.3

Interim Statement Presentation (Details Narrative) - USD ($)	9 Months Ended
	May 31, 2023	Aug. 31, 2022
Schedule of Investments [Line Items]
Cash held in investments	$ 493,271	$ 8,077,849
Short term investment description	As of May 31, 2023, short-term investments consists of a 12-month $4,000,000 fixed-term deposit earning interest of 5.3%, and a 12-month $1,500,000 fixed term deposit earning interest of 4.25% purchased in February 2023.
U S Investments [Member]
Schedule of Investments [Line Items]
Cash held in investments	$ 6,493,271
FDIC Insured amount	62,632
Canadian Bank [Member]
Schedule of Investments [Line Items]
Cash held in investments	6,429,708
FDIC Insured amount	$ 6,356,195

v3.23.3

Discontinued Operations (Details) - USD ($)	3 Months Ended		9 Months Ended
	May 31, 2023	May 31, 2022	May 31, 2023	May 31, 2022
Operating expenses
Selling, general and administrative	$ 54,810	$ 217,543	$ 243,076	$ 523,027
Research and development			16,253	105,647
Total operating expenses	54,810	217,543	259,329	628,674
Other income
Interest income			9	103
Impairment of assets		(674,200)		(674,200)
Net loss from discontinued operations	$ (54,810)	$ (891,743)	$ (259,320)	$ (1,302,771)

v3.23.3

Discontinued Operations (Details 1) - USD ($)	May 31, 2023	Aug. 31, 2022
Current assets
Prepaid expenses and other current assets	$ 13,894	$ 43,599
Total current assets	13,894	43,599
Total assets	13,894	43,599
Current liabilities
Accounts payable and accrued expenses	101,290	57,585
Total current liabilities	$ 101,290	$ 57,585

v3.23.3

Discontinued Operations (Details Narrative) - USD ($)	9 Months Ended
	May 31, 2023	May 31, 2022
Discontinued Operations and Disposal Groups [Abstract]
Depreciation expense	$ 0	$ 7,532
Capital expenditures	$ 0	$ 581,648

v3.23.3

Net Income (Loss) Per Share (Details) - shares	3 Months Ended		9 Months Ended
	May 31, 2023	May 31, 2022	May 31, 2023	May 31, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	23,374,067	26,063,717	23,374,067	26,063,717
Stock Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	6,707,400	6,781,800	6,707,400	6,781,800
Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	16,666,667	19,281,917	16,666,667	19,281,917

v3.23.3

Property and Equipment (Details) - USD ($)	May 31, 2023	Aug. 31, 2022
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 1,440,410	$ 1,440,410
Accumulated depreciation	(121,534)	(110,418)
Property and equipment, net	1,318,876	1,329,992
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

v3.23.3

Property and Equipment (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	May 31, 2023	May 31, 2022	May 31, 2023	May 31, 2022	Aug. 31, 2022	Aug. 31, 2019
Property, Plant and Equipment [Line Items]
Depreciation expense	$ 3,594	$ 3,057	$ 11,115	$ 18,865
Deposits for in-process equipment	$ 1,440,410		$ 1,440,410		$ 1,440,410
In Process Equipments [Member]
Property, Plant and Equipment [Line Items]
Deposits for in-process equipment						$ 1,292,655

v3.23.3

Common Stock and Warrants (Details) - $ / shares	9 Months Ended
	May 31, 2023	Aug. 31, 2022
Class of Stock [Line Items]
Shares of Common Stock Issuable from Warrants Outstanding	16,666,667	19,281,917
Series M [Member]
Class of Stock [Line Items]
Shares of Common Stock Issuable from Warrants Outstanding		246,000
Weighted Average Exercise Price	$ 2.34
Date of Issuance	Dec. 07, 2015
Expiration	Dec. 31, 2022
Series N [Member]
Class of Stock [Line Items]
Shares of Common Stock Issuable from Warrants Outstanding		767,000
Weighted Average Exercise Price	$ 3.38
Date of Issuance	Dec. 31, 2015
Expiration	Dec. 31, 2022
Series P [Member]
Class of Stock [Line Items]
Shares of Common Stock Issuable from Warrants Outstanding		213,500
Weighted Average Exercise Price	$ 3.70
Date of Issuance	Mar. 25, 2016
Expiration	Dec. 31, 2022
Series R [Member]
Class of Stock [Line Items]
Shares of Common Stock Issuable from Warrants Outstanding		468,750
Weighted Average Exercise Price	$ 4.00
Date of Issuance	Jun. 20, 2016
Expiration	Dec. 31, 2022
Series S A [Member]
Class of Stock [Line Items]
Shares of Common Stock Issuable from Warrants Outstanding		300,000
Weighted Average Exercise Price	$ 2.53
Date of Issuance	Jul. 24, 2017
Expiration	Dec. 31, 2022
Series S [Member]
Class of Stock [Line Items]
Shares of Common Stock Issuable from Warrants Outstanding		620,000
Weighted Average Exercise Price	$ 3.42
Date of Issuance	Sep. 29, 2017
Expiration	Sep. 29, 2022
Series T [Member]
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

v3.23.3

Common Stock and Warrants (Details Narrative) - $ / shares	May 31, 2023	Aug. 31, 2022
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

v3.23.3

Stock Options (Details) - Equity Option [Member] - USD ($)	9 Months Ended
	May 31, 2023	May 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected dividend yield
Expected stock price volatility		103.31%
Risk-free interest rate		1.16%
Expected term (in years)(simplified method)		5 years 9 months
Exercise price		$ 6.21
Weighted-average grant date fair-value		$ 4.92

v3.23.3

Stock Options (Details 1) - Equity Option [Member]	9 Months Ended
	May 31, 2023 USD ($) $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Shares Subject to Option Grants, Outstanding balance beginning | shares	6,761,400
Weighted Average Exercise Price, Outstanding balance beginning | $ / shares	$ 4.01
Number of Shares Subject to Option Grants, Forfeitures and cancellations | shares	(54,000)
Weighted Average Exercise Price, Forfeitures and cancellations | $ / shares	$ 4.53
Number of Shares Subject to Option Grants, Outstanding balance ending | shares	6,707,400
Weighted Average Exercise Price, Outstanding balance ending | $ / shares	$ 4.00
Weighted Average Remaining Contractual Term (years), Outstanding	2 years 7 months 17 days
Aggregate Intrinsic Value, Outstanding | $
Number of Shares Subject to Option Grants, Exercisable | shares	6,656,050
Weighted Average Exercise Price, Exercisable | $ / shares	$ 4.01
Weighted Average Remaining Contractual Term (years), Exercisable	2 years 7 months 17 days
Aggregate Intrinsic Value, Exercisable | $

v3.23.3

Stock Options (Details 2) - USD ($)	3 Months Ended		9 Months Ended
	May 31, 2023	May 31, 2022	May 31, 2023	May 31, 2022
Stock compensation expense:
Selling, general and administrative	$ 24,023	$ 389,557	$ 118,855	$ 838,309
Research and development	705	21,232	15,800	63,698
Total	$ 24,728	$ 410,789	$ 134,655	$ 902,007

v3.23.3

Stock Options (Details 3)	9 Months Ended
	May 31, 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	6,707,400
Stock Options Outstanding, Weighted Average Contractural Life (years)	2 years 7 months 17 days
Stock Options Outstanding, Weighted Average Exercise Price | $ / shares	$ 4.00
Stock Options Exercisable, Number of Shares Subject To Options Exercisable | shares	6,632,650
Stock Options Exercisable, Weighted Average Remaining Contractural Life (Years)	2 years 7 months 17 days
Stock Options Exercisable, Weighted Average Exercise Price | $ / shares	$ 4.01
$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)	6 years 4 months 9 days
Stock Options Outstanding, Weighted Average Exercise Price | $ / shares	$ 2.32
Stock Options Exercisable, Number of Shares Subject To Options Exercisable | shares	153,000
Stock Options Exercisable, Weighted Average Remaining Contractural Life (Years)	6 years 4 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)	3 years 1 month 2 days
Stock Options Outstanding, Weighted Average Exercise Price | $ / shares	$ 2.60
Stock Options Exercisable, Number of Shares Subject To Options Exercisable | shares	2,500,000
Stock Options Exercisable, Weighted Average Remaining Contractural Life (Years)	3 years 1 month 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)	3 years 4 months 20 days
Stock Options Outstanding, Weighted Average Exercise Price | $ / shares	$ 3.42
Stock Options Exercisable, Number of Shares Subject To Options Exercisable | shares	37,500
Stock Options Exercisable, Weighted Average Remaining Contractural Life (Years)	3 years 4 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 7 months 6 days
Stock Options Outstanding, Weighted Average Exercise Price | $ / shares	$ 3.46
Stock Options Exercisable, Number of Shares Subject To Options Exercisable | shares	35,000
Stock Options Exercisable, Weighted Average Remaining Contractural Life (Years)	2 years 7 months 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	1,249,400
Stock Options Outstanding, Weighted Average Contractural Life (years)	5 years 4 months 2 days
Stock Options Outstanding, Weighted Average Exercise Price | $ / shares	$ 3.54
Stock Options Exercisable, Number of Shares Subject To Options Exercisable | shares	1,210,550
Stock Options Exercisable, Weighted Average Remaining Contractural Life (Years)	5 years 5 months 8 days
Stock Options Exercisable, Weighted Average Exercise Price | $ / shares	$ 3.54
$3.66 Per Share [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Stock Options Outstanding, Number of Shares Subject to Outstanding Options | shares	1,000,000
Stock Options Outstanding, Weighted Average Contractural Life (years)	3 months
Stock Options Outstanding, Weighted Average Exercise Price | $ / shares	$ 3.66
Stock Options Exercisable, Number of Shares Subject To Options Exercisable | shares	1,000,000
Stock Options Exercisable, Weighted Average Remaining Contractural Life (Years)	3 months
Stock Options Exercisable, Weighted Average Exercise Price | $ / shares	$ 3.66
$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)	4 years 5 months 23 days
Stock Options Outstanding, Weighted Average Exercise Price | $ / shares	$ 4.87
Stock Options Exercisable, Number of Shares Subject To Options Exercisable | shares	110,000
Stock Options Exercisable, Weighted Average Remaining Contractural Life (Years)	4 years 5 months 23 days
Stock Options Exercisable, Weighted Average Exercise Price | $ / shares	$ 4.87
$6.00 Per Share [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Stock Options Outstanding, Number of Shares Subject to Outstanding Options | shares	800,000
Stock Options Outstanding, Weighted Average Contractural Life (years)	3 months
Stock Options Outstanding, Weighted Average Exercise Price | $ / shares	$ 6.00
Stock Options Exercisable, Number of Shares Subject To Options Exercisable | shares	800,000
Stock Options Exercisable, Weighted Average Remaining Contractural Life (Years)	3 months
Stock Options Exercisable, Weighted Average Exercise Price | $ / shares	$ 6.00
$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)	8 years 4 months 28 days
Stock Options Outstanding, Weighted Average Exercise Price | $ / shares	$ 6.21
Stock Options Exercisable, Number of Shares Subject To Options Exercisable | shares	110,000
Stock Options Exercisable, Weighted Average Remaining Contractural Life (Years)	8 years 4 months 28 days
Stock Options Exercisable, Weighted Average Exercise Price | $ / shares	$ 6.21
$8.00 Per Share [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Stock Options Outstanding, Number of Shares Subject to Outstanding Options | shares	700,000
Stock Options Outstanding, Weighted Average Contractural Life (years)	3 months
Stock Options Outstanding, Weighted Average Exercise Price | $ / shares	$ 8.00
Stock Options Exercisable, Number of Shares Subject To Options Exercisable | shares	700,000
Stock Options Exercisable, Weighted Average Remaining Contractural Life (Years)	3 months
Stock Options Exercisable, Weighted Average Exercise Price | $ / shares	$ 8.00

v3.23.3

Stock Options (Details Narrative) - USD ($)		9 Months Ended
	Oct. 27, 2021	May 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Option exercise price		$ 0.26
Stock option description		As a result of his resignation from the Board on November 10, 2021, Mr. Gary Parmar forfeited 58,600 unvested stock options, including 30,000 options granted on October 27, 2021.
Officers and Director [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Options granted	140,000
Option exercise price	$ 6.21
Stock option, description	the Company’s listing of any of its securities for trading on a national stock exchange, ten-year term and vesting as to 50% of the options on the six-month anniversary of the date of grant and as to the remaining 50% of the options on the twelve-month anniversary from the date of grant.
Equity Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Closing stock option exercise price		$ 0.26
Aggregate intrinsic value of options vested		$ 0
Share based compensation expenses not yet recognized		$ 93,672
Share based compensation recognition period		1 year 3 months

v3.23.3

Transactions with Related Persons (Details Narrative) - USD ($)		3 Months Ended		9 Months Ended
	Jan. 18, 2022	May 31, 2023	May 31, 2022	May 31, 2023	May 31, 2022
VAMI [Member]
Related Party Transaction [Line Items]
Cash compensation expense		$ 0	$ 0	$ 0	$ 524,505
Satterlee Stephens L L P [Member]
Related Party Transaction [Line Items]
Legal service fee		58,049	$ 43,750	145,549	$ 131,250
Sierchio Law L L P [Member]
Related Party Transaction [Line Items]
Legal service fee				28,883
Related party payable		$ 31,383		31,383
Board fee				$ 2,500
Consulting Agreement [Member] | VAMI [Member]
Related Party Transaction [Line Items]
Share based compensation monthly	$ 34,167

v3.23.3

Leases (Details Narrative)	9 Months Ended
	May 31, 2023
Rent description	The apartment lease provided for a term of one year beginning March 7, 2021, monthly rent of approximately $950 and a security deposit of approximately $8,700. This lease was terminated in November 2022.
Office Space [Member]
Rent description	The office lease provided for an initial term of one-year from September 23, 2020 through September 23, 2021, which was been renewed for an additional year, monthly rent of approximately $1,200 and a security deposit of approximately $13,000. This lease was terminated in December 2022.

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