Item 1.01. Entry Into a Material Definitive Agreement.
On November 3, 2017 SolarWindow Technologies, Inc. (the “
Company
”) has entered into two agreements (the “
Amendatory Agreements
”) with Kalen Capital Corporation (“
KCC
”) and Kalen Capital Holdings LLC, a wholly-owned subsidiary of KCC (“
KCH
”); KCC, directly and indirectly, owns in excess of 10% of the Company's common stock. Pursuant to the Amendatory Agreements, KCC agreed to:
(i) amend (the “
Amendment to the Amended 2014 Bridge Loan Agreement
”) the maturity date of that certain Bridge Loan Agreement dated November 10, 2014 and as amended on December 31, 2015 (as so amended, the “
2014 Bridge Loan Agreement
”) between the Company and KCC, from December 31, 2017 to December 31, 2019; and
(ii) amend (the “
Third Amendment to the 2015 Bridge Loan Agreement
”) the maturity date of that certain Bridge Loan Agreement dated March 4, 2015 as amended on December 7, 2015 and January 5, 2017 (as so amended, the “
2015 Bridge Loan Agreement
”) between the Company and KCC, from December 31, 2017 to December 31, 2019.
In consideration of KCC entering into each of the Amendatory Agreements, the interest payable on the outstanding principal balance plus accrued and unpaid interest as to each of (i)
2014 Bridge Loan Agreement
and (ii)the
2015 Bridge Loan Agreement
, was increased from 7% per annum to 9% per annum. In addition, the Company extended the expiration date of certain warrants held of record by KCC (
collectively, the “KCC Warrants
”) to December 31, 2022; these warrants include the following:
246,000 Series M Warrants having an initial exercise price of $2.34;
767,000 Series N Warrant having an initial exercise price of $3.38;
213,500 Series P Warrants having an initial exercise price of $3.70;
468,750 Series R Warrants having an initial exercise price of $4.00; and
300,000 Series S-A Warrants having an initial exercise price of $2.53
All KCC Warrants, except for the Series P Warrants have cashless exercise provisions.
The foregoing descriptions of the
Amendment to the Amended 2014 Bridge Loan Agreement
and the
Third Amendment to the 2015 Bridge Loan Agreement
contained herein do not purport to be complete and are qualified in their entirety by reference to the full text of the respective document filed as
Exhibits 10.1
and
Exhibit 10.2
, respectively, hereto and are incorporated herein by reference.
The information provided in response to Item 2.03 of this report is incorporated by reference into this Item 1.01.