Section 8 - Other Events Item
Item 8.01 Other Events.
As SolarWindow Technologies, Inc. (the “Company”)
previously reported, Light Quantum Energy Holdings (“LQE”) is party to that certain Stock Purchase Agreement between
Kalen Capital Corporation a company formed and existing under the laws of Alberta, Canada, and its
relevant subsidiaries ("KCC"), wholly-owned by Harmel S. Rayat ("Mr. Rayat") and LQE a company incorporated
and registered in the Cayman Islands, the outstanding voting securities of which are wholly-owned by Mr. Rhee and his common-law spouse
Seongae Ko (the “SPA”), pursuant to which LQE purchased from KCC and KCC sold to LQE (i) 32,984,331 shares of the company’s
common stock (ii) 16,780,167 cash only warrants to purchase up to 16,780,167 shares of the Company’s common stock and (iii) 1,781,750
cashless warrants to purchase up to 1,781,750 shares of the Company’s common stock, collectively, the securities described in clauses
(i), (ii) and (iii) are herein referred to as the “KCC SolarWindow Securities,” subject to the terms and conditions
of the SPA, including such terms and conditions relating to payment and operating restrictions. The foregoing summary of the material
terms of the SPA described above does not purport to be complete and is qualified in its entirety by reference to the full text of the
SPA, and the amendments thereto, which were previously filed by the Company. Please see Exhibits
99.1 and 99.2 to this report.
On May 16, 2022, KCC and Kalen Capital Holdings, LLC
(“KCH”)(collectively, “Kalen”), filed a Notice of Application-Without Notice, as amended on June
8, 2022, (the “Notice of Application”) in the Supreme Court of British Columbia (the “Court”) naming
Light Quantum Energy Holdings, Worldwide Stock Transfer, LLC (“WST”), SolarWindow Technologies, Inc., John Rhee, and
Seongae Ko as defendants (the “Defendants”). The relief the plaintiffs seek includes, but is not limited to, the transfer
of the KCC SolarWindow Securities to KCC, damages against LQE for breach of the SPA, an
interlocutory injunction a) preventing the defendants, until further court order, from taking actions or entering into transactions concerning
the KCC SolarWindow Securities; b) enjoining LQE, John Rhee and Seongae Ko from exercising any
shareholder rights associated with the KCC SolarWindow Securities, including, but not limited to i) selling their interest in any of
the KCC SolarWindow Securities’ ii) exercising voting rights associated with the KCC SolarWindow Securities; iii) appointing or
removing directors; iv) exercising the warrants; and v) appointing signatories for bank accounts of the Company.
Also on May 16, 2022, on Order Made After Application,
the Court ordered that LQE, John Rhee, Seongae Ko, WST and the Company be enjoined from taking actions or entering into transactions
concerning the KCC SolarWindow Securities or dealing in such a manner as to reduce the value of
the KCC SolarWindow Securities; and further, that LQE, John Rhee, Seongae Ko are enjoined from item b(i) through b(v) described
in the preceding paragraph.
On June 9, 2022, the Company was served the Notice of
Civil Claim dated May 16, 2022, and related Notice of Application and Order Made After Application, copies of which are attached to this
report as Exhibit 99.3.
The foregoing
summary of the Notice of Application, Order Made After Application and Notice of Civil Claim does
not purport to be complete and is qualified in its entirety by reference to the full text of the Notice of Application, Order Made
After Application and Notice of Civil Claim which are filed herewith by the Company as Exhibit
99.3, to this report.
The Company is in the process of reviewing the Notice
of Civil Claim, the Notice of Application and the Order Made After Application so as to determine what response if any may be required.