Post-effective Amendment to Registration Statement (pos Am)
15 December 2022 - 6:27AM
Edgar (US Regulatory)
As filed with the U.S. Securities and Exchange Commission on December
14, 2022
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-effective Amendment No.
2 to
FORM S-3
REGISTRATION STATEMENT NO. 333-256983
UNDER THE SECURITIES ACT OF 1933
SOLARWINDOW TECHNOLOGIES,
INC. |
(Exact name of registrant as specified in its charter) |
Nevada |
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59-3509694 |
(State or other jurisdiction of |
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(I.R.S. Employer |
incorporation or organization) |
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Identification No.) |
9375 E. Shea Blvd., Suite 107-B
Scottsdale, Arizona 85260
(800) 213-0689 |
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Corporate Creations Network, Inc.
3260 N. Hayden Road, #210
Scottsdale, Arizona 85251
(480) 993-2162 |
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) |
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(Name, address, including zip code, and telephone number, including area code, of agent for service) |
Copy to:
Joseph Sierchio, Esq.
Sierchio Law, LLP
430 Park Avenue, Suite 702
New York, New York 10022
Telephone: (212) 246-3030
Approximate date of commencement of proposed sale to the public: Not
applicable.
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 (the “Securities Act”) 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 box 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 post-effective amendment filed pursuant to Rule 462(d)
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. ☐
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, 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.
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Large accelerated filer |
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☐ |
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Accelerated filer |
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☐ |
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Non-accelerated filer |
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☒ |
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Smaller reporting company |
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☒ |
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Emerging growth company |
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☐ |
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 the Securities Act. ☐
DE-REGISTRATION OF UNSOLD SECURITIES
On June
10, 2021, SolarWindow Technologies, Inc. (the
“Company”) filed a registration statement on Form S-3 with the U.S. Securities and Exchange Commission, Registration
Number 333-256983 (the “Registration Statement”), to register an indeterminate number of shares of common
stock, preferred stock, and warrants to purchase common stock or preferred stock (collectively, the “Securities”),
as shall have an aggregate initial offering price not to exceed $50,000,000. The Registration Statement
was declared effective on June 24, 2021. No Securities were sold pursuant to the Registration Statement.
The Company
is filing this Post-Effective Amendment No. 2 to the Registration Statement to deregister all of the shares of the Company’s common
stock pursuant to the Registration Statement as of the date hereof.
In accordance with
the undertakings made by the Company in the Registration Statement, the Company hereby removes from registration any and all securities
registered under the Registration Statement that remain unsold as of date hereof and terminates the effectiveness of the Registration
Statement.
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-8 and has
duly caused this amendment to its Registration statement to be signed on its behalf by the undersigned, thereunto duly authorized on December
14, 2022.
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SOLARWINDOW TECHNOLOGIES, INC. |
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By: |
/s/ Justin Frere |
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Name: |
Justin Frere |
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Title: |
Interim Chief Financial Officer
(Principal Financial Officer) |
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