Item 8.01 Other Events.
As previously reported, on November 29, 2022,
the Company filed from 12B-25 (NT 10-K) “Notification of Late Filing” which provides for a fifteen (15) day grace period and
extension to December 14, 2022, to file Form 10-K. The extension was filed due to the Company’s inability to obtain information
from the management of the Company’s indirect, wholly owned subsidiary, SolarWindow Asia Co. Ltd. (the “Korean Subsidiary”)
thus preventing the Company’s auditors from completing their audit procedures for the Company’s Fiscal year ended August 31,
2022 (the “Annual Audit”) as of the Company’s Form 10-K filing deadline on November 29, 2022. Rhee, who at the
time was a member of the Board continues to act as the Representative Director of the Korean Subsidiary, notwithstanding the Company’s
efforts to remove him. The Company is still attempting to gain access, via the South Korean judicial system, to the books and records
of the Korean Subsidiary as needed to complete the Annual Audit and file its Form 10-K for the 2022 fiscal year.
For a more complete
discussion please refer to: https://www.sec.gov/ix?doc=/Archives/edgar/data/1071840/000117184322008069/f8k_121422.htm
The Company has since been notified that the BC
Securities Commission, on January 10, 2022, has issued a Cease Trade Order as a result of the Company’s failure to file:
1. annual audited financial statements for the year ended August 31,
2022, as required under Part 4 of National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102), and
2. a Form 51-102F1 Management's Discussion
and Analysis for the period ended August 31, 2022, as required under Part 5 of NI 51-102, and
3. a Form 51-102F2 Annual Information Form for
the year ended August 31, 2022, as required under Part 6 of NI 51-102 (collectively, the required records).
The Order provides that all trading in the securities of the Reporting
Issuer cease until:
1. it files the required records, completed in accordance
with the Act and rules, and
2. the Executive Director revokes this order as it applies
to the Reporting Issuer.
Notwithstanding the Order, a beneficial shareholder of the Reporting
Issuer who is not, and was not at the date of this order, an insider or control person of that Reporting Issuer, may sell securities of
the Reporting Issuer acquired before the date of this order, if:
1. the sale is made through a market outside Canada, and
2. the sale is made through an investment dealer registered
in British Columbia.
The Company intends to explore its rights and obligations with respect to the Cease Trade Order
with Canadian Counsel. At the same time the Company continues to move forward on its legal action permitting the removal of the Korean
Subsidiary’s directors.
Also,
the Company is in the process of exploring interim alternative means of providing its stockholders and the public at large appropriate
financial statement information, pending resolution of the issues precluding the Company from obtaining the information and documentation
from the Korean Subsidiary.