I.R.S. Employer Identification Number
(Address, including zip code, and telephone number, including area code
of registrant’s principal executive offices)
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following box: ☐
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plants, check the following box: ☒
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following and list the Securities Act registration statement number
of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration
statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction
I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the
Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement
filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule
413(b) under the Securities Act, check the following box. ☐
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:
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 7(a)(2)(B) of Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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Proposed
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Proposed
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maximum
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maximum
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Amount
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offering
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aggregate
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Amount of
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to be
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price
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offering
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registration
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Title of each class of Securities to be registered
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registered(1)
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per unit
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price (2)
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fee(3)
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Common stock, par value $0.001 per share
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—
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—
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—
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$
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5,455
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Preferred stock, par value $0.001 per share
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—
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—
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—
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—
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Warrants(4)
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—
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—
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—
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—
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Units(5)
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—
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—
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—
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—
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Total
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—
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—
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$
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50,000,000
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$
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5,455
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(1) There are being registered hereunder such indeterminate
number of shares of common stock, preferred stock, and warrants to purchase common stock or preferred stock, as shall have an aggregate
initial offering price not to exceed $50,000,000. The securities registered also include such indeterminate amounts and numbers of common
stock and preferred stock as may be issued upon conversion of or exchange for preferred stock that provide for conversion or exchange,
upon exercise of warrants, or pursuant to the anti-dilution provisions of any such securities.
(2) In no event will the aggregate offering price of
all securities issued from time to time pursuant to this registration statement exceed $50,000,000.
(3) Calculated pursuant to Rule 457(o) under the Securities
Act. The total amount has been previously paid.
(4) Includes any warrants to purchase common stock
and any warrants to purchase preferred stock.
(5) Any of the securities registered hereunder may
be sold separately, or as units with other securities registered hereby. We will determine the proposed maximum offering price per unit
when we issue the above listed securities. The proposed maximum per unit and aggregate offering prices per class of securities will be
determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered under this
registration statement and is not specified as to each class of security pursuant to General Instruction II.D of Form S-3 under the Securities
Act.
The registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states
that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until
the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
Explanatory Note
This Post-Effective Amendment No. 1 to Registration
Statement on Form S-3 (File No. 333-256983) of SolarWindow Technologies, Inc. (the
“Form S-3 Registration Statement”) is being filed solely to file the exhibits indicated in “Part II-Item 16. Exhibits”
of the Form 3 Registration Statement and to make corresponding changes to the hyperlinks contained therein. Other
than the addition of the exhibits and corresponding changes to the hyperlinks, the facing page, and the signature page, the remainder
of the Form S-3 Registration Statement is unchanged.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the costs and expenses payable by the Registrant
in connection with this offering, other than underwriting commissions and discounts, all of which are estimated except for the SEC registration
fee.
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SEC registration fee
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$
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5,455
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Printing
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*
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Legal fees and expenses
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$
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*
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Accounting fees and expenses
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$
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*
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Trustees’ Fees and Expenses
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*
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Warrant Agent Fees and Expenses
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*
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Miscellaneous
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*
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Total
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$
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*
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* These fees are calculated based on the securities
offered and the number of issuances and accordingly cannot be estimated at this time. The applicable prospectus supplement will set forth
the estimated amount of expenses of any offering of securities.
Item 15. Indemnification of Directors and Officers.
Neither our Articles of Incorporation nor Bylaws prevent us from indemnifying
our officers, directors and agents to the extent permitted under the Nevada Revised Statute (“NRS”). NRS Section 78.7502 provides
that a corporation shall indemnify any director, officer, employee or agent of a corporation against expenses, including attorneys’
fees, actually and reasonably incurred by him in connection with any defense to the extent that a director, officer, employee or agent
of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 78.7502(1)
or 78.7502(2), or in defense of any claim, issue or matter therein.
NRS 78.7502(1) provides that a corporation may indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or
was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’
fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding
if he: (a) is not liable pursuant to NRS 78.138; or (b) acted in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful.
NRS Section 78.7502(2) provides that a corporation may indemnify any person
who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of
the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys’ fees
actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he: (a) is not liable pursuant
to NRS 78.138; or (b) acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of
the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court
of competent jurisdiction, after exhaustion of all appeals there from, to be liable to the corporation or for amounts paid in settlement
to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction
determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity
for such expenses as the court deems proper.
NRS Section 78.747 provides that except as otherwise provided by specific
statute, no director or officer of a corporation is individually liable for a debt or liability of the corporation, unless the director
or officer acts as the alter ego of the corporation. The court as a matter of law must determine the question of whether a director or
officer acts as the alter ego of a corporation.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that,
in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion
of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by us is against public policy as expressed hereby in the Securities Act and we will be governed by the final adjudication
of such issue.
Item 16. Exhibits
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Exhibit No.
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Description of Exhibit
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3.1
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Articles of Incorporation, as amended.(1)
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3.2
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Certificate of Amendment to the Articles of Incorporation changing name to SolarWindow Technologies, Inc.(2)
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3.3
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Certificate of Amendment to the Articles of Incorporation increasing the authorized shares from 100,000,000 to 300,000,000.(3)
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3.4
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Certificate of Change to the Articles of Incorporation relating to the one-for-three reverse stock split.(3)
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3.5
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Bylaws.(1)
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3.6
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Amended and Restated Articles dated May 31, 2019 (5)
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3.7
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Amended and Restated Bylaws (5)
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4.1
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Form of Certificate of Designation.*
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4.2
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Form of Preferred Stock Certificate.*
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4.3
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Form of Warrant Agreement.*
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4.4
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Form of Warrant Certificate.*
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4.5
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Form of Securities Purchase Agreement.*
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4.6
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Form of Unit Agreement.*
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5.1
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Opinion of Sierchio Law, LLP**
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23.1
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Consent of PKF O’Connor Davies, LLP.**
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23.2
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Consent of Marcum, LLP**
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23.3
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Consent of Sierchio LLP (contained in Exhibit 5.1)**
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(1) Incorporated by reference to the exhibits filed as part of the report on Form 10-Q
filed by Registrant on April 16, 2010.
(2) Incorporated by reference to the Form 8-K filed
by Registrant on March 4, 2015.
(3) Incorporated by reference to the Form 8-K filed
by Registrant on March 21, 2011.
(4) Incorporated by reference to the Form S-8 filed
by Registrant on March 15, 2011.
(5) Incorporated by reference to Form 10-K filed on
November 18, 2019.
* To be filed by amendment or by a Current Report on Form 8-K and incorporated herein
by reference.
** Previously filed.
Item 17. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective
amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.
(iii) To include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to such information in the registration statement; provided,
however, Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the registration statement is on Form S-3
or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed
with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that
is part of the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933,
each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability under the Securities Act of 1933 to
any purchaser:
(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed
to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement;
and
(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7)
as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii),
or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be
part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness
or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for
liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date
of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering
of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made
in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated
by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time
of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus
that was part of the registration statement or made in any such document immediately prior to such effective date; or
(5) That, for the purpose of determining liability of the registrant under the Securities
Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering
of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell
the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications,
the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to
the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the
undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing
material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned registrant
to the purchaser.
(b) The registrant hereby undertakes that for purposes of determining any liability under
the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933
may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such issue.
(d) The registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act, the information
omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to
be part of this registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act, each post-effective
amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has
duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Vancouver,
British Columbia, Canada on June 30, 2021.
SOLARWINDOW TECHNOLOGIES, INC.
By: /s/ Jatinder S. Bhogal
Name: Jatinder S. Bhogal
Title: Chief Executive Officer and Chairman (Principal Executive
Officer)
Pursuant to the requirements of the
Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated:
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Dated: June 30, 2021
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By:
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/s/ Jatinder S Bhogal
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Name:
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Jatinder S Bhogal
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Title:
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Chief Executive Officer and Chairman
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(Principal Executive Officer)
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By:
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*
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Name:
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Justin Frere, CPA
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Title:
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Interim Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
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By:
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*
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Name:
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John Rhee
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Title:
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President and Director
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Dated: June 30, 2021
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By:
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*
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Name:
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Bob Levine
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Title:
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Director
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Dated: June 30, 2021
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By:
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*
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Name:
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Gary Parmar, CPA, CA, ICD.D
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Title:
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Director
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Dated: June 30, 2021
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By:
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*
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Name:
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Joseph Sierchio
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Title:
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Director
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* By:
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/s/ Jatinder S Bhogal
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Name:
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Jatinder S Bhogal
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Title:
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Attorney-in-fact
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Solarwindow Technologies (PK) (USOTC:WNDW)
과거 데이터 주식 차트
부터 5월(5) 2024 으로 6월(6) 2024
Solarwindow Technologies (PK) (USOTC:WNDW)
과거 데이터 주식 차트
부터 6월(6) 2023 으로 6월(6) 2024
