WNDW Solarwindow Technologies Inc (PK)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended May 31, 2024

 

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ___________ to ___________

 

Commission file number 333-127953

 

SOLARWINDOW TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

 

Nevada		59-3509694
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
9375 E. Shea Blvd., Suite 107-B
Scottsdale, AZ		85260
(Address of principal executive offices)		(Zip Code)

 

(800) 213-0689

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class	Trading Symbol(s)	Name of each exchange on which registered

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

 

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.

 

Large accelerated filer	☐		Accelerated filer	☐
Non-accelerated filer	☐		Smaller reporting company	☒
			Emerging growth company	☐

 

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 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in 12b-2 of the Exchange Act).

 

Yes ☐ No ☒

 

Securities registered pursuant to Section 12(b) of the Act: None

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 53,198,399 shares of common stock, par value $0.001, were outstanding on July 15, 2024.

 

 

SOLARWINDOW TECHNOLOGIES, INC.

FORM 10-Q

 

For the Quarterly Period Ended May 31, 2024

 

Table of Contents

 

 

PART I FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
Consolidated Balance Sheets	1
Consolidated Statements of Operations and Comprehensive Loss	2
Consolidated Statements of Stockholders’ Equity	3
Consolidated Statements of Cash Flows	4
Notes to Consolidated Financial Statements	5
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3. Quantitative and Qualitative Disclosures About Market Risk	18
Item 4. Controls and Procedures	18
PART II OTHER INFORMATION
Item 1A. Risk Factors	18
Item 6. Exhibits	19
Signatures	20
Certifications

 

 

PART I — FINANCIAL INFORMATION

 

Item 1. Consolidated Financial Statements

 

SOLARWINDOW TECHNOLOGIES, INC.
CONSOLIDATED BALANCE SHEETS
		May 31,				August 31,
		2024				2023
ASSETS			(Unaudited)
Current assets
Cash and cash equivalents		$	841,098			$	492,610
Short-term investments			4,000,000				5,500,000
Deferred research and development costs			66,882				56,698
Prepaid expenses and other current assets			700,332				241,668
Current assets of discontinued operations			13,026				13,522
Total current assets			5,621,338				6,304,498
Property and Equipment, net			15,364				1,315,282
Total assets		$	5,636,702			$	7,619,780
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued expenses		$	133,706			$	114,092
Related party payables			90,889				37,025
Current liabilities of discontinued operations			134,818				136,109
Total current liabilities			359,413				287,226
Total liabilities			359,413				287,226
Commitments and contingencies			–				–
Stockholders' equity
Preferred stock: $0.10 par value; 1,000,000 shares authorized, no shares issued and outstanding			–				–
Common stock: $0.001 par value; 300,000,000 shares authorized, 53,198,399 shares issued and outstanding at May 31, 2024 and August 31, 2023			53,198				53,198
Additional paid-in capital			83,487,342				82,735,384
Accumulated other comprehensive income (loss)			(74,665	)			(78,159	)
Retained deficit			(78,188,586	)			(75,377,869	)
Total stockholders' equity			5,277,289				7,332,554
Total liabilities and stockholders' equity		$	5,636,702			$	7,619,780

 

(The accompanying notes are an integral part of these consolidated financial statements)

 

 

SOLARWINDOW TECHNOLOGIES, INC.
CONSOLIDATED  STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED)
		For the Three Months Ended May 31,								For the Nine Months Ended May 31,
		2024				2023				2024				2023
Revenue		$	–			$	–			$	–			$	–
Operating expenses:
Selling, general and administrative			693,417				383,227				1,514,241				1,127,313
Research and development			161,891				195,464				411,224				592,331
Total operating expenses			855,308				578,691				1,925,467				1,719,644
Loss from operations			(855,308	)			(578,691	)			(1,925,467	)			(1,719,644	)
Other income (expense):
Interest income			81,400				79,252				210,496				170,860
Impairment of fixed assets			(683,950	)			–				(683,950	)			–
Total other income (expense)			(602,550	)			79,252				(473,454	)			170,860
Net loss from continuing operations			(1,457,858	)			(499,439	)			(2,398,921	)			(1,548,784	)
Net loss from discontinued operations			(4,456	)			(54,810	)			(11,797	)			(259,320	)
Deemed dividend attributable to warrant modification			–				–				(400,000	)			–
Net loss attributable to common stockholders			(1,462,314	)			(554,249	)			(2,810,718	)			(1,808,104	)
Other comprehensive income (loss):
Foreign currency translation gain/(loss)			2,791				270				3,494				(4,500	)
Comprehensive (loss) attributable to common stockholders’		$	(1,459,523	)		$	(553,979	)		$	(2,807,224	)		$	(1,812,604	)
Loss per Share from continuing operations basic and diluted		$	(0.03	)		$	(0.01	)		$	(0.05	)		$	(0.03	)
Loss per Share from discontinued operations basic and diluted		$	(0.00	)		$	(0.00	)		$	(0.00	)		$	(0.00	)
Net loss attributable to common stockholders per share basic and diluted		$	(0.03	)		$	(0.01	)		$	(0.05	)		$	(0.03	)
Weighted average number of common shares outstanding - basic and diluted			53,198,399				53,198,399				53,198,399				53,198,399

 

(The accompanying notes are an integral part of these consolidated financial statements)

 

 

 

SOLARWINDOW TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED)

 

FOR THE NINE MONTHS ENDED MAY 31, 2024			Common Stock								Additional				Accumulated Other Comprehensive				Retained				Total Stockholders'
			Shares				Amount				Paid-in Capital				Income (Loss)				Deficit				Equity
Balance, August 31, 2023			53,198,399			$	53,198			$	82,735,384			$	(78,159	)		$	(73,377,869	)		$	7,332,554
Stock based compensation due to common stock purchase options			–				–				23,215				–				–				23,215
Foreign currency translation adjustment			–				–				–				(1,528	)			–				(1,528	)
Net loss			–				–				–				–				(501,372	)			(501,372	)
Balance, November 30, 2023			53,198,399				53,198				82,758,599				(79,687	)			(75,879,241	)			6,852,869
Stock based compensation due to common stock purchase options			–				–				48,840				–				–				48,840
Deemed dividend attributable to warrant modification			–				–				400,000				–				(400,000	)			–
Foreign currency translation adjustment			–				–				–				2,231				–				2,231
Net loss			–				–				–				–				(447,031	)			(447,031	)
Balance, February 29, 2024			53,198,399				53,198				83,207,439				(77,456	)			(76,726,272	)			6,456,909
Stock based compensation due to common stock purchase options			–				–				279,903				–				–				279,903
Foreign currency translation adjustment			–				–				–				2,791				–				2,791
Net loss			–				–				–				–				(1,462,314	)			(1,462,314	)
Balance, May 31, 2024			53,198,399			$	53,198			$	83,487,342			$	(74,665	)		$	(78,188,586	)		$	5,277,289
FOR THE NINE MONTHS ENDED MAY 31, 2023
Balance, August 31, 2022			53,198,399			$	53,198			$	82,576,002			$	(73,631	)		$	(72,981,474	)		$	9,574,095
Stock based compensation due to common stock purchase options			–				–				85,200				–				–				85,200
Foreign currency translation adjustment			–				–				–				(5,431	)			–				(5,431	)
Net loss for the three months ended November 30, 2022			–				–				–				–				(726,157	)			(726,157	)
Balance, November 30, 2022			53,198,399				53,198				82,661,202				(79,062	)			(73,707,631	)			8,927,707
Stock based compensation due to common stock purchase options			–				–				24,727				–				–				24,727
Foreign currency translation adjustment			–				–				–				661				–				661
Net loss for the three months ended February 28, 2023			–				–				–				–				(527,697	)			(527,697	)
Balance, February 28, 2023			53,198,399				53,198				82,685,929				(78,401	)			(74,235,328	)			8,425,398
Stock based compensation due to common stock purchase options			–				–				24,728				–				–				24,728
Foreign currency translation adjustment			–				–				–				270				–				270
Net loss			–				–				–				–				(554,249	)			(554,249	)
Balance, May 31, 2023			53,198,399			$	53,198			$	82,710,657			$	(78,131	)		$	(74,789,577	)		$	7,896,147

 

(The accompanying notes are an integral part of these consolidated financial statements)

 

 

SOLARWINDOW TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
		For the Nine Months Ended May 31,
		2024				2023
Cash flows from operating activities
Net loss from continuing operations		$	(2,398,921	)		$	(1,548,784	)
Net loss from discontinued operations			(11,797	)			(259,320	)
Adjustments to reconcile net loss to net cash flows used in operating activities:
Depreciation			9,213				11,115
Stock based compensation expense			351,958				134,655
Impairment of fixed assets			683,950				–
Changes in operating assets and liabilities:
Deferred research and development costs			(10,184	)			43,236
Prepaid expenses and other assets			149,957				(102,596	)
Accounts payable and accrued expenses			22,398				67,809
Related party payable			53,864				69,812
Net cash used in operating activities			(1,149,562	)			(1,584,073	)
Cash flows from investing activities
Purchase of short-term investments			(4,000,000	)			(6,000,000	)
Redemption of short-term investments			5,500,000				–
Capital expenditures			(1,949	)			–
Net cash provided by (used in) investing activities			1,498,051				(6,000,000	)
Effect of exchange rate changes on cash and cash equivalents			(1	)			(505	)
Net increase (decrease) in cash and cash equivalents			348,488				(7,584,578	)
Cash and cash equivalents at beginning of period			492,610				8,077,849
Cash and cash equivalents at end of period		$	841,098			$	493,271

 

(The accompanying notes are an integral part of these consolidated financial statements)

 

 

SOLARWINDOW TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

NOTE 1 – Organization

 

Organization

 

SolarWindow Technologies, Inc. was incorporated in the State of Nevada on May 5, 1998 (“SWT” and together with its controlled subsidiary companies, SolarWindow Asia (USA) Corp., and SolarWindow Asia Co. Ltd, collectively, the “Company”). SolarWindow® technology harvests light energy from the sun and from artificial light sources using a transparent and ultra-lightweight coating of organic photovoltaic (“OPV”) solar cells applied to glass and plastics, thereby generating electricity. The Company’s ticker symbol is WNDW.

 

On August 24, 2020, SolarWindow Technologies, Inc. formed wholly owned SolarWindow Asia (USA) Corp., a Nevada Corporation, as the holding company for SolarWindow Asia Co. Ltd., (the “Korean Subsidiary”) a company formed in the Republic of Korea for the purpose of expansion into the Asian markets. On January 13, 2023, the Board formally elected to dissolve the Korean Subsidiary. SWT has retained a local accountant and is in the process of interviewing and retaining special legal counsel in South Korea to assist in the dissolution of the Korean Subsidiary.

 

Liquidity

 

The Company has not generated any revenue since inception and has sustained recurring losses and negative cash flows from operations since inception. We expect to incur losses as we continue to develop and further refine and promote our technologies and potential product applications. As of May 31, 2024, the Company had $4,841,098 of cash, cash equivalents and short-term investments, and working capital of $5,261,925. The Company believes that it currently has sufficient cash to meet its funding requirements over the next twelve months following the issuance of this Annual Report on Form 10-K. However, the Company has experienced and continues to experience negative cash flows from operations, as well as an ongoing requirement for additional capital investment. The Company expects that it may need to raise additional capital to commercialize its electricity generating coatings and application methodology. If additional funding is required, the Company expects to seek to obtain that funding through financial or strategic investors. There can be no assurance as to the availability of such financings nor is it possible to determine at this time the terms and conditions upon which such financing and capital might be available.

 

NOTE 2 – Interim Statement Presentation

 

Basis of Presentation and Use of Estimates

 

The accompanying unaudited interim consolidated financial statements of the Company as of May 31, 2024, and for the three and nine months ended May 31, 2024 and 2023 have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for quarterly reports on Form 10-Q and do not include all of the information and note disclosures required by U.S. generally accepted accounting principles (“U.S. GAAP”) for complete financial statements. These Consolidated Financial Statements should therefore be read in conjunction with the Consolidated Financial Statements and Notes thereto for the fiscal year ended August 31, 2023, included in our Annual Report on Form 10-K filed with the SEC on November 21, 2023.

 

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with U.S. GAAP, which requires management to make estimates and assumptions that affect amounts reported in the Consolidated Financial Statements and accompanying disclosures. Actual results may differ from those estimates. The accompanying unaudited interim consolidated financial statements have been prepared on the same basis as the audited financial statements and include all adjustments (including normal recurring adjustments) that are, in the opinion of management, necessary for a fair presentation of the Company’s consolidated financial position as of May 31, 2024, results of operations, stockholders’ equity and cash flows for the three and nine months ended May 31, 2024 and 2023. The Company did not record an income tax provision during the periods presented due to net taxable losses. The results of operations for any interim period are not necessarily indicative of the results of operations for the entire year.

 

5

 

 

The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the accounting period. The Company considers its accounting policies relating to the impairment of long-lived assets and stock-based compensation to be the most significant accounting policy that involves management estimates and judgments. The Company has made accounting estimates based on the facts and circumstances available as of the reporting date. Actual amounts could differ from these estimates, and such differences could be material.

 

These consolidated financial statements presented are those of SWT and its wholly owned subsidiaries, SolarWindow Asia (USA) Corp., and the Korean Subsidiary. All significant intercompany balances and transactions have been eliminated.

 

As more fully described in Note 3, on January 13, 2023, the Board determined that it is in the best interests of the Company to discontinue operations in South Korea and to dissolve the Korean Subsidiary. In accordance with applicable accounting guidance, the results of the Korean Subsidiary are presented as discontinued operations in the Consolidated Statements of Operations and Comprehensive Loss and, as such, have been excluded from continuing operations. The Consolidated Statements of Cash Flows are presented on a consolidated basis for both continuing operations and discontinued operations.

 

Information regarding the Company’s significant accounting policies is contained in Note 2, “Summary of significant accounting policies,” to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended August 31, 2023. Presented below and in the following notes is supplemental information that should be read in conjunction with “Notes to Financial Statements” in the Annual Report.

 

Fiscal quarter

 

The Company’s quarterly periods end on November 30, February 29, May 31, and August 31. The Company’s third quarter in fiscal 2024 and 2023 ended on May 31, 2024 and 2023, respectively.

 

Cash and Highly Liquid Investments

 

Cash includes cash on hand and highly liquid investments with original maturities of three months or less from the date of purchase. The Company had $4,841,098 of cash and short-term deposits as of May 31, 2024, including $212,814 held in the US and covered by FDIC insurance, and $4,628,284 held in Canadian banks with $4,554,954 in excess of Canadian Deposit Insurance Corporation insured limits.

 

Schedule of cash and highly liquid investments
		May 31,				August 31,
		2024				2023
Cash		$	841,098			$	492,610
Short-term investments			4,000,000				5,500,000
Total cash and short-term investments		$	4,841,098			$	5,992,610

 

Short-term investments

 

The Company determines the balance sheet classification of its investments at the time of purchase and evaluates the classification at each balance sheet date. Money market funds, certificates of deposit, and time deposits with maturities of greater than three months but no more than twelve months are carried at cost, which approximates fair value and are recorded in the consolidated balance sheets in short-term investments. Time Deposits pay the interest earned at the time of maturity or redemption. During the nine months ended May 31, 2024, $4,900,000 of time deposits matured and $600,000 was redeemed. During the three and nine months ended May 31, 2024, the Company received $0 and $270,161, respectively, of earned interest on the time deposits originally purchased in February 2023. On February 28, 2024, the Company purchased new time deposits, which consist of a 12-month $2,500,000 fixed-term deposit earning interest of 5.2%, a 12-month $500,000 fixed-term deposit earning interest of 4.50% and a 6-month $1,000,000 fixed-term deposit earning interest of 5.10%. During the three and nine months ended May 31, 2024, the Company recognized $51,850 and $172,426 of interest income related to short-term investments. During the three and nine months ended May 31, 2023, the Company recognized $75,616 and $87,123 of interest income related to short-term investments.

 

6

 

 

Prepaid Expenses and Other Current Assets

 

Prepaid expenses and other current assets includes the following items:

 

Schedule of prepaid expenses and other current assets
		May 31,				August 31,
		2024				2023
Prepaid expenses		$	–			$	24,250
Prepaid insurance premium			39,777				67,833
Interest income receivable (a)			51,850				149,585
Equipment deposit refund receivable (b)			608,705				–
Total		$	700,332			$	241,668

 

(a)

Relates to interest receivable in short term deposits as described above under NOTE 2 – Interim Statement Presentation, “Short-term Investments.”

(b)

For additional information, see NOTE 5 – Property and Equipment

 

Accounting Pronouncements

 

The Company reviews new accounting standards as issued. Although some of these accounting standards issued or effective after the end of the Company’s previous fiscal year may be applicable, the Company has not identified any standards that the Company believes merit further discussion.

 

Recent accounting pronouncements not yet adopted

 

None.

 

Recently adopted accounting pronouncements

 

None.

 

NOTE 3 – Discontinued Operations

 

On January 13, 2023, the Board determined that it is in the best interests of the Company to discontinue operations in South Korea and to dissolve the Korean Subsidiary. The Company is working to dispose the Korean Subsidiary other than by sale in accordance with Accounting Standards Codification (“ASC”) 360-10-45-15, Long-Lived Assets to Be Disposed of Other Than by Sale.

 

In accordance with ASC 205-20, Discontinued Operations, the results of the Korean Subsidiary are presented as discontinued operations in the Consolidated Statements of Operations and Comprehensive Loss, and, as such, have been excluded from continuing operations. Further, the Company reclassified the assets and liabilities of the Korean Subsidiary as assets and liabilities of discontinued operations in the Consolidated Balance Sheet as of August 31, 2022. The Consolidated Statements of Cash Flows are presented on a consolidated basis for both continuing operations and discontinued operations.

 

The following table summarizes the significant items included in income from discontinued operations, net of tax in the Consolidated Statement of Operations and Comprehensive Loss for the three and nine months ended May 31, 2024 and 2023:

 

Schedule of statement of operations and comprehensive loss
		Three Months Ended May 31,								Nine Months Ended May 31,
		2024				2023				2024				2023
Operating expenses
Selling, general and administrative		$	4,456			$	54,810			$	11,797			$	243,076
Research and development			–				–				–				16,253
Total operating expenses			4,456				54,810				11,797				259,329
Other income
Interest income			–				–				–				9
Net loss from discontinued operations		$	(4,456	)		$	(54,810	)		$	(11,797	)		$	(259,320	)

 

7

 

 

The following table summarizes the carrying value of the significant classes of assets and liabilities classified as discontinued operations as of May 31, 2024 and August 31, 2023:

 

Schedule of significant classes of assets and liabilities
		May 31, 2024				August 31, 2023
Current assets
Prepaid expenses and other current assets		$	13,026			$	13,522
Total current assets			13,026				13,522
Total assets		$	13,026			$	13,522
Current liabilities
Accounts payable and accrued expenses		$	134,818			$	136,109
Total current liabilities		$	134,818			$	136,109

 

The cash flows related to discontinued operations have not been segregated and are included in the consolidated statements of cash flows for all periods presented.

 

NOTE 4 - Net Income (Loss) Per Share

 

The computation of basic earnings per share (“EPS”) is based on the weighted average number of shares that were outstanding during the period, including shares of common stock that are issuable at the end of the reporting period. The computation of diluted EPS is based on the number of basic weighted-average shares outstanding plus the number of common shares that would be issued assuming the exercise of all potentially dilutive common shares outstanding using the treasury stock method. The computation of diluted net income per share does not assume conversion, exercise or contingent issuance of securities that would have an antidilutive effect on earnings per share. Therefore, when calculating EPS if the Company experienced a loss, there is no inclusion of dilutive securities as their inclusion in the EPS calculation is antidilutive. Furthermore, options and warrants will have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price of the options or warrants (they are in the money).

 

The shares listed below were not included in the computation of diluted losses per share because to do so would be antidilutive for the periods presented:

 

Schedule of computation of diluted losses per share
		For the Three Months Ended May 31,								For the Nine Months Ended May 31,
		2024				2023				2024				2023
Stock options			5,433,000				6,684,000				5,433,000				6,684,000
Warrants			16,666,667				16,666,667				16,666,667				16,666,667
			22,099,667				23,350,667				22,099,667				23,350,667

 

 

8

 

NOTE 5 – Property and Equipment

 

Property and equipment consists of the following:

 

Schedule of property and equipment		May 31,				August 31,
		2024				2023
Computers, office equipment and software		$	16,051			$	14,102
Equipment			133,653				133,653
In-process equipment			–				1,292,655
Total property and equipment			149,704				1,440,410
Accumulated depreciation			(134,340	)			(125,128	)
Property and equipment, net		$	15,364			$	1,315,282

 

During the three months ended May 31, 2024 and 2023, the Company recognized straight-line depreciation expense of $2,565 and $3,594, respectively. During the nine months ended May 31, 2024 and 2023, the Company recognized straight-line depreciation expense of $9,213 and $11,115, respectively.

 

During the year ended August 31, 2019, the Company made deposits for in-process equipment totaling $1,292,655 (the “Equipment Deposit”) towards the purchase of manufacturing equipment. Subsequent to May 31, 2024, the Company decided to pursue similar equipment that will enable significantly increased efficiency and capabilities. As a result, the Company has reclassified the portion of the Equipment Deposit that remains unallocated ($608,705) to current assets in anticipation of a return of those funds. The remaining $683,950 was impaired, and, according to the vendor, relates primarily to a coating die valued at $210,000 and engineering and design valued at $473,950 that has no future benefit to the Company.

 

NOTE 6 – Common Stock and Warrants

 

Common Stock

 

At May 31, 2024, the Company had 300,000,000 authorized shares of common stock with a par value of $0.001 per share, and 53,198,399 shares of common stock outstanding.

 

Warrants

 

Each of the Company’s warrants outstanding entitles the holder to purchase one share of the Company’s common stock for each warrant share held. The following warrants may be exercised on a cashless basis. A summary of the Company’s warrants outstanding and exercisable as of May 31, 2024 and August 31, 2023 is as follows:

 

Schedule of warrants outstanding and exercisable

Shares of Common Stock Issuable from Warrants Outstanding as of

Weighted

May 31,

August 31,

Average Exercise

Description

2024

2023

Price

Date of Issuance

Expiration

Series T

16,666,667

16,666,667

$

1.70

November 26, 2018

November 26, 2029

 

On February 5, 2024, the Board modified the terms of the Series T warrants to extend the expiration date for an additional five (5) years. No other term was modified. The modification was not was not linked to any other financing arrangements. The Company calculated the incremental fair value of the modification at $400,000 which is presented on the Consolidated Statement of Operations as a deemed dividend.

 

NOTE 7 - Stock Options

 

The Company measures share-based compensation cost on the grant date, based on the fair value of the award, and recognizes the expense on a straight-line basis over the requisite service period for awards expected to vest. The Company estimates the grant date fair value of stock options using a Black-Scholes valuation model. A summary of the Company’s stock option activity for the nine months ended May 31, 2024 and 2023 and related information follows:

 

9

 

 

Schedule of weighted-average assumptions
		Three Months Ended May 31, 2024				Nine Months Ended May 31, 2024				Nine Months Ended May 31, 2023
Expected dividend yield							–				–
Expected stock price volatility			332	%			332% - 452	%			–
Risk-free interest rate			4.60	%			4.46% - 4.60	%			–
Expected term (in years)(simplified method)			3.00				2.5 – 3.0				–
Exercise price		$	0.33				$0.33 – $4.87				–
Weighted-average grant date fair-value		$	0.33			$	0.43				–

 

A summary of the Company’s stock option activity for the nine months ended May 31, 2024 and related information follows:

 

Schedule of stock option activity
		Number of Shares Subject to Option Grants				Weighted Average Exercise Price ($)				Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value ($)
Outstanding at August 31, 2023			4,207,400				3.04
Grants			1,250,000				0.33
Forfeitures and cancellations			(24,400	)			3.54
Outstanding at  May 31, 2024			5,433,000				2.41			4.63 years			12,500
Exercisable at  May 31, 2024			4,808,000				2.68			4.60 years			6,250

 

The aggregate intrinsic value in the table above represents the total pretax intrinsic value for all “in-the-money” options (i.e. the difference between the Company’s closing stock price on the last trading day of the period covered by this report and the exercise price, multiplied by the number of shares) that would have been received by the option holders had all in-the-money option holders exercised their vested options on May 31, 2024. The intrinsic value of the option changes based upon the fair market value of the Company’s common stock.  The closing stock price was $0.34 on May 31, 2024 and all but 1,250,000 outstanding options have an exercise price above $0.34 per share. As a result, as of May 31, 2024, there is $12,500 and $6,250 of intrinsic value in the Company’s outstanding stock options and vested options, respectively.

 

Three and Nine Months Ended May 31, 2024

 

Modification – On February 5, 2024, the Board granted replacement options with a five (5) year life in amounts equal to and on substantially the same terms as certain previous grants totaling 3,623,000 options, including 1) 90,000 options with a strike price of $4.87; 2) 1,033,000 options with a strike price of $3.54; and 3) 2,500,000 options with a strike price of $2.60 (collectively, the “New Grant”). The New Grant was issued to replace grants issued in prior years (the "Old Grant"), and extend their expiration by five (5) years, as additional consideration for the September 1, 2023 Consulting Agreement entered into between the Company, Vector Asset Management, Inc., and Jatinder S. Bhogal. The exercise price of the New Grant is identical to the Old Grant. The intent of the Company was to reinstate and extend the Old Grant. However, because the original stock plan expired, in order to extend the Old Grant, the Company needed to issue the New Grant. The Company accounted for the New Grant as a modification based on the substance of the issuance. The difference in the fair value, as calculated using the Black-Scholes Model, was $26,750 which was recorded to selling, general and administrative expense.

 

Grants - On April 8, 2024, the Company’s Board granted 1,250,000 options to its officers and directors, with an exercise price of $0.33, five (5) year term and vesting as to 50% of the options on the date of grant and the remaining 50% on the twelve-month anniversary from the date of grant.

 

Forfeitures and cancellations – These totaled 24,400 and included 1) 23,400 options owned by a prior Director that expired unexercised; and 2) 1,000 options owned by a prior consultant that expired unexercised.

 

10

 

The following table sets forth the share-based compensation cost resulting from stock option grants, including those previously granted and vesting over time, that were recorded in the Company’s Statements of Operations for the three and nine months ended May 31, 2024 and 2023:

 

Schedule of share-based compensation
		Three Months Ended May 31,								Nine Months Ended May 31,
		2024				2023				2024				2023
Stock compensation expense:
Selling, general and administrative		$	279,198			$	24,023			$	349,843			$	118,855
Research and development			705				705				2,115				15,800
Total		$	279,903			$	24,728			$	351,958			$	134,655

 

As of May 31, 2024, the Company had $154,688 of unrecognized compensation cost related to unvested stock options which is expected to be recognized over a period of 0.75 years.

 

The following table summarizes information about stock options outstanding and exercisable at May 31, 2024:

 

	Schedule of stock options outstanding and exercisable
				Stock Options Outstanding												Stock Options Exercisable
				Number of Shares				Weighted				Weighted				Number of Shares				Weighted Average
Range of Exercise Prices				Subject to Outstanding Options				Average Contractual Life (years)				Average Exercise Price ($)				Subject To Options Exercise				Remaining Contractual Life (Years)				Weighted Average Exercise Price ($)
	0.33				1,250,000				4.86				0.33				625,000				4.86				0.33
	2.32				153,000				5.36				2.32				153,000				5.36				2.32
	2.60				2,500,000				4.69				2.60				2,500,000				4.69				2.60
	3.42				50,000				2.39				3.42				50,000				2.39				3.42
	3.46				35,000				1.60				3.46				35,000				1.60				3.46
	3.54				1,225,000				4.13				3.54				1,225,000				4.13				3.54
	4.87				110,000				4.47				4.87				110,000				4.47				4.87
	6.21				110,000				7.41				6.21				110,000				7.41				6.21
	Total				5,433,000				4.63				2.41				4,808,000				4.60				2.68

 

NOTE 8 - Transactions with Related Persons

 

A related party with respect to the Company is generally defined as any person (and, if a natural person, inclusive of his or her immediate family) (i) that holds 10% or more of the Company’s securities, (ii) that is part of the Company’s management, (iii) that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

 

Joseph Sierchio, one of the Company’s directors, has maintained his role as the Company’s general counsel since its inception, and, beginning in August 2020, as Principal of Sierchio Law, LLP pursuant to an engagement letter which provides for an annual fee of $175,000 in exchange for general counsel services, and the reimbursement of expenses. Beginning November 2023, Mr. Sierchio began serving as general counsel on an hourly basis at the rate of $750 per hour. Fees for legal services and expense reimbursement billed by Sierchio Law, LLP totaled $78,663 and $58,049 for the three months ended May 31, 2024 and 2023, respectively, and $203,098 and $145,549 for the nine months ended May 31, 2024 and 2023, respectively. As of May 31, 2024, the Company recognized a related party payable to Sierchio Law, LLP of $81,163, including $78,663 related to legal services and $2,500 related to the quarterly board fee for the three months ended May 31, 2024. As of August 31, 2023, the Company recognized a related party payable to Sierchio Law, LLP of $17,083, including $14,583 related to legal services and $2,500 related to the quarterly board fee for the three months ended August 31, 2023.

 

11

 

All related party transactions are recorded at the exchange amount established and agreed to between related parties and are in the normal course of business.

 

NOTE 9 – Commitments and Contingencies

 

On June 9, 2022, the Company was served the Notice of Civil Claim dated May 16, 2022 (the “Notice of Claim”), and related Notice of Application (the “Application”) and Order Made After Application (the “Order”). The Notice of Claim, the Application and Order are collectively referred to herein as the “Complaint.” Please refer to our Form 10-K filed on November 21, 2023 and Exhibit 99.0 thereto.

 

NOTE 10 – Subsequent Events

 

Management has reviewed material events subsequent of the period ended May 31, 2024 and through the date of filing of financial statements in accordance with FASB ASC 855 “Subsequent Events”. In managements opinion, no material subsequent events have occurred as of the date of this quarterly report.

 

 

 

 

 

 

 

 

 

 

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Forward-Looking Statements

 

This Report on Form 10-Q contains forward-looking statements which involve assumptions and describe our future plans, strategies, and expectations, and are generally identifiable by use of words such as “may,” “will,“ “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project,” or the negative of these words or other variations on these words or comparable terminology. These statements are expressed in good faith and based upon a reasonable basis when made, but there can be no assurance that these expectations will be achieved or accomplished.

 

Such forward-looking statements include statements regarding, among other things, (a) the potential markets for our technologies, our potential profitability, and cash flows, (b) our growth strategies, (c) expectations from our ongoing research and development activities, (d) anticipated trends in the technology industry, (e) our future financing plans, and (f) our anticipated needs for working capital. This information may involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from the future results, performance, or achievements expressed or implied by any forward-looking statements. These statements may be found under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” as well as in this Form 10-Q generally. Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including, without limitation, the matters described in this Form 10-Q generally. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this filing will in fact occur. In addition to the information expressly required to be included in this filing, we will provide such further material information, if any, as may be necessary to make the required statements, in light of the circumstances under which they are made, not misleading.

 

Although forward-looking statements in this report reflect the good faith judgment of our management, forward-looking statements are inherently subject to known and unknown risks, business, economic and other risks and uncertainties that may cause actual results to be materially different from those discussed in these forward-looking statements. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. We assume no obligation to update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this report, other than as may be required by applicable law or regulation. Readers are urged to carefully review and consider the various disclosures made by us in our filings with the Securities and Exchange Commission which attempt to advise interested parties of the risks and factors that may affect our business, financial condition, results of operation and cash flows. If one or more of these risks or uncertainties materialize, or if the underlying assumptions prove incorrect, our actual results may vary materially from those expected or projected.

 

Except where the context otherwise requires, and for purposes of this Form 10-Q only, the terms “we,” “us,” “our,” “Company” “our Company,” and “SolarWindow” refer to SolarWindow Technologies, Inc., a Nevada corporation.

 

Overview

 

We are a developer of semi-transparent electricity-generating coatings, and methods for their application to various materials (collectively, “LiquidElectricity® Coatings”). When applied in ultra-thin layers to rigid glass, and flexible glass and plastic surfaces our LiquidElectricity® Coatings transform otherwise ordinary surfaces into photovoltaic devices capable of generating electricity from natural sun, artificial light, and low, shaded, or reflected light conditions while maintaining transparency.

 

We have overcome major technical challenges and achieved many important milestones resulting in an expansion of the potential applications of LiquidElectricity® Coatings which span multiple industries, including architectural, automotive, agrivoltaic, aerospace, commercial transportation and marine. Our LiquidElectricity® Coatings are under development with support from commercial contract firms and at the U.S. Department of Energy’s National Renewable Energy Laboratory (“NREL”), through Cooperative Research and Development Agreements (“CRADA”).

 

 

Research and Related Agreements

 

We are a party to certain agreements related to the development of our technology.

 

Stevenson-Wydler Cooperative Research and Development Agreement with the Alliance for Sustainable Energy

 

On March 18, 2011, we entered into the NREL CRADA with Alliance for Sustainable Energy, the operator of the NREL under its U.S. Department of Energy contract to advance the commercial development of our technology. Under terms of the NREL CRADA, NREL researchers make use of our exclusive intellectual property (“IP”), newly developed IP, and NREL’s background IP in order to work towards specific product development goals, established by the Company. Under the terms of the NREL CRADA, we agreed to reimburse Alliance for Sustainable Energy for filing fees associated with all documented, out-of-pocket costs directly related to patent application preparation and filings, and maintenance of the patent applications.

 

On March 6, 2013, we entered into Phase II of our NREL CRADA. Under the terms of the agreement, researchers will additionally work towards:

 

	·	further improving our technology efficiency and transparency;
	·	optimizing electrical power (current and voltage) output;
	·	optimizing the application of the active layer coatings and application processes which make it possible for LiquidElectricity® Coatings to generate electricity on glass surfaces;
	·	developing improved electricity-generating coatings by enhancing performance, processing, reliability, and durability;
	·	optimizing LiquidElectricity® Coating performance on flexible substrates; and
	·	developing high speed and large area roll-to-roll (R2R) and sheet-to-sheet (S2S) coating application methods required for commercial-scale building integrated photovoltaic (“BIPV”) products and windows.

 

On December 28, 2015, we executed another modification to the NREL CRADA (the “Modification”). Under the Modification, (i) the date of completion was extended to December 2017; and (ii) the Company and the NREL will work jointly towards achieving specific product development goals and objectives for the purpose of preparing to commercialize our OPV-based transparent electricity-generating coatings for various applications, including BIPV, glass and flexible plastics.

 

Over the course of our collaborative research and development efforts with the NREL under the CRADA, both parties have agreed to modifications to extend the date of completion. The Company and NREL have entered into eleven such No Cost Time Extensions (“NCTE”). Under the terms of each NCTE, all terms and conditions of the NREL CRADA remain in full force and effect without change. The current NCTE was executed on December 6, 2021, and extends the date of completion to December 31, 2024. As of May 31, 2024, the Company had a capitalized asset balance of $66,882 related to deferred research and development costs for advances to Alliance for Sustainable Energy for work to be performed under the NREL CRADA.

 

 

Results of Operations

 

Our operating results for the three and nine months ended May 31, 2024 may not be indicative of the results that may be expected for the fiscal year. Our quarterly results of operations have varied in the past and are likely to do so again in the future. As such, we believe that period-to-period comparisons of our results of operations should not be relied upon as an indication of our future performance.

 

The following table presents the components of our consolidated results of operations for the periods indicated:

 

 

 

 

										2024 compared to 2023
		Three Months Ended May 31, 2024				Three Months Ended May 31, 2023				Increase / (Decrease)				Percentage Change
Operating expenses:
Selling, general & administrative		$	414,219			$	359,204			$	55,015				15	%
Research and development			161,186				194,759				(33,573	)			-17	%
Stock compensation			279,903				24,728				255,175				1,032	%
Total Operating expenses		$	855,308			$	578,691			$	276,617				48	%

 

 

										2024 compared to 2023
		Nine Months Ended May 31, 2024				Nine Months Ended May 31, 2023				Increase / (Decrease)				Percentage Change
Operating expenses:
Selling, general & administrative		$	1,164,399			$	1,008,458			$	155,941				15	%
Research and development			409,111				576,531				(167,420	)			-29	%
Stock compensation			351,958				134,655				217,303				161	%
Total Operating expenses		$	1,925,467			$	1,719,644			$	205,823				12	%

 

Comparison of the three and nine months ended May 31, 2024 to the three and nine months ended May 31, 2023

 

Selling, general and administrative

 

Selling, general and administrative (“SG&A”) costs include all expenditures incurred other than research and development related costs, including costs related to personnel, professional fees, travel and entertainment, public company costs, insurance, and other office related costs. During the three months ended May 31, 2024, compared to the three months ended May 31, 2023, SG&A costs increased by $55,015 primarily due to higher professional and consulting fees ($102,000), offset by decreases in personnel costs ($7,000) and other administrative costs ($40,000). During the nine months ended May 31, 2024, compared to the nine months ended May 31, 2023, SG&A costs increased by $155,941 primarily due to higher professional and consulting fees ($281,000), offset by decreases in personnel costs ($38,000) and other administrative costs ($87,000).

 

Research and development

 

Research and Development (“R&D”) costs represent costs incurred to develop our SolarWindow® technology and are incurred pursuant to our research agreements and agreements with other third-party providers and certain internal R&D cost allocations. Payments under these agreements include salaries and benefits for R&D personnel, allocated overhead, contract services and other costs. R&D costs are expensed when incurred, except for non-refundable advance payments for future research and development activities which are capitalized and recognized as expense as the related services are performed. During the three months ended May 31, 2024, compared to the three months ended May 31, 2023, R&D costs decreased primarily as a result of an increase in personnel costs ($27,000) offset by decreases in CRADA costs ($59,000). During the nine months ended May 31, 2024, compared to the nine months ended May 31, 2023, R&D costs decreased primarily as a result of an increase in personnel costs ($28,000) offset by decreases in CRADA costs ($194,000).

 

Stock-based compensation

 

The Company grants stock options to its directors, employees and consultants. Stock compensation represents the expense associated with the amortization of our stock options. Expense associated with equity-based transactions is calculated and expensed in our financial statements as required pursuant to various accounting rules and is non-cash in nature. Stock based compensation expense increased during the three and nine months ended May 31, 2024 compared to 2023 primarily due to the modification of certain option grants resulting in a one-time expense of $26,750 and the grant of 1,250,000 options in April 2024.

 

Net loss from continuing operations

 

Consolidated net loss from continuing operations increased $958,419 to $1,457,858 for the three months ended May 31, 2024 as compared to a net loss from continuing operations of $499,439 in the same period of the prior year. Consolidated net loss from continuing operations increased $850,137 to $2,398,921 for the nine months ended May 31, 2024 as compared to a net loss from continuing operations of $1,548,784 in the same period of the prior year. The increase for the three-and-nine-month periods ended May 31, 2024 compared to 2023 is primarily due to a $683,950 impairment of a portion of the deposit paid in 2019 related to R&D equipment, and increases in stock-based compensation, and professional fees offset by lower personnel and other administrative costs.

 

Net loss from discontinued operations

 

Net loss from discontinued operations of $4,456 in the three months ended May 31, 2024 is comprised of costs related to accounting fees. Net loss from discontinued operations of $54,810 in the three months ended May 31, 2023 is comprised of costs related to legal fees.

 

Net loss from discontinued operations of $11,797 in the nine months ended May 31, 2024 is primarily comprised of costs related to accounting fees. Net loss from discontinued operations of $259,320 in the nine months ended May 31, 2023 is primarily comprised of costs related to legal and accounting fees ($148,418), other SG&A ($94,658), and R&D ($16,253).

 

Comprehensive loss attributable to the common stockholders'

 

Comprehensive loss attributable to the common stockholders' of $2,807,224 for the nine months ended May 31, 2024 includes a $400,000 deemed dividend related to the February 5, 2024 modification to the terms of the Series T warrants to extend the expiration date for an additional five (5) years and a $683,950 impairment of fixed assets.

 

Liquidity and Capital Resources

 

Our primary cash needs are for personnel, professional and R&D related fees and other administrative costs. Our principal sources of liquidity are cash and short-term investments. As of May 31, 2024, the Company had cash and short-term deposits of $4,841,098. We have financed our operations primarily from the sale of equity and debt securities.

 

The following table presents a summary of our cash flows for the periods indicated:

 

		For the Nine Months Ended May 31,								2024 compared
		2024				2023				to 2023
Net cash used in operating activities		$	(1,149,562	)		$	(1,584,073	)		$	434,511
Net cash provided by (used) in investing activities			1,498,051				(6,000,000	)			7,498,051
Effect of exchange rate changes on cash			(1	)			(505	)			504
Net increase (decrease) in cash and cash equivalents		$	348,488			$	(7,584,578	)		$	7,933,066

 

Operating Activities - Operating activities consist of net loss adjusted for certain non-cash items, including depreciation, stock-based compensation expense and the effect of changes in working capital. The amount of cash used during the nine months ended May 31, 2024 compared to cash used during the nine months ended May 31, 2023 decreased $434,511 due to an approximate decrease in cash layouts related to R&D ($140,000), Korea operations ($248,000), and working capital and other costs ($147,000) offset by increased cash layouts for professional fees ($100,000).

 

Investing Activities - We have used cash primarily for liquid short-term investments, and purchases of office equipment and computers. During February 2023 (Q2 2023), we purchased $5,500,000 of twelve-month term deposits and $500,000 of a six-month term deposit. During the three months ended February 29, 2024 (Q2 2024), $5,500,000 of term deposits matured. The term deposits pay the interest earned at the time of maturity or redemption. During the three and nine months ended May 31, 2024, the Company received $0 and $270,161, respectively, of interest earned on its short-term investments.

 

On February 28, 2024, the Company purchased $4,000,000 of short-term investments, including a 12-month, non-cashable, $2,500,000 fixed-term deposit earning interest of 5.20%, a 12-month, cashable, $500,000 fixed term deposit earning interest of 4.50%, and a 6-month, non-cashable, $1,000,000 fixed term deposit earning interest of 5.10%. Funding of the short-term investments occurred on March 1, 2024.

 

Indebtedness

 

None.

 

Other Contractual Obligations

 

None.

 

Off-Balance Sheet Arrangements

 

We have no off-balance sheet arrangements.

 

Recent accounting pronouncements not yet adopted

 

See Note 2 to our consolidated financial statements, “Interim Statement Presentation - Accounting Pronouncements.”

 

Recently adopted accounting pronouncements

 

See Note 2 to our consolidated financial statements, “Interim Statement Presentation - Accounting Pronouncements.”

 

Critical Accounting Policies and Significant Judgments’ and Use of Estimates

 

Management’s discussion and analysis of financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these consolidated financial statements required the use of estimates and judgments that affect the reported amounts of our assets, liabilities, and expenses. Management bases estimates on historical experience and other assumptions it believes to be reasonable under the circumstances and evaluates these estimates on an on-going basis. Actual results may differ from these estimates. There have been no significant changes to the critical accounting policies and estimates included in our Quarterly Report on Form 10-Q for the three and nine months ended May 31, 2024.

 

Related Party Transactions

 

See Note 8 to our consolidated financial statements for a discussion of our related party transactions.

 

Corporate Information

 

SolarWindow Technologies, Inc., a Nevada corporation, was incorporated in 1998. The Company’s executive offices are located at 9375 E Shea Blvd., Suite 107-B, Scottsdale AZ 85260. The Company’s telephone number is (800) 213-0689. Our Internet address is www.solarwindow.com. We make available free of charge through our Internet website our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission (“SEC”). The information accessible through our website is not a part of this Quarterly Report on Form 10-Q.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily the result of fluctuations in interest rates and foreign currency exchange rates. We do not hold or issue financial instruments for trading purposes.

 

Item 4. Controls and Procedures

 

Disclosure Controls and Procedures

 

Our Acting Principal Executive Officer and Principal Financial Officer (“Management”), after evaluating the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) as of May 31, 2024, have concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 

Management does not expect that the Company’s disclosure controls or the Company’s internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. We will conduct periodic evaluations of our internal controls to enhance, where necessary, our procedures and controls.

 

Changes in Internal Control Over Financial Reporting

 

There were no changes in our internal control over financial reporting identified in connection with the evaluation described above that occurred during the three months ended May 31, 2024 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

 

PART II – OTHER INFORMATION

 

Item 1A. Risk Factors

 

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended August 31, 2023, which could materially affect our business, financial condition, financial results, or future performance. There have been no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended August 31, 2023.

 

 

Item 6. Exhibits

 

 

Exhibit No.		Description of Exhibit
31.1		Certification of the Acting Principal Executive Officer Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
31.2		Certification of the Principal Financial Officer Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32.1		Certification of the Acting Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

 

101.INS		Inline XBRL Instance Document**
101.SCH		Inline XBRL Taxonomy Extension Schema Document**
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document**
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document**
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document**
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document**
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

 

 

____________________

 

*Filed herewith

 

** Furnished herewith. XBRL (eXtensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

SolarWindow Technologies, Inc.

 

 

By:	/S/Amit Singh
	Amit Singh
	Chief Executive Officer
	(Principal Executive Officer)
Date:	July 15, 2024
By:	/S/ Justin Frere
	Justin Frere, CPA
	Interim Chief Financial Officer
	(Principal Financial Officer)
Date:	July 15, 2024

 

 

 

 

 

 

20

 

Exhibit 31.1

 

CERTIFICATION PURSUANT TO RULE 13A-14(A) OF THE SECURITIES EXCHANGE ACT OF 1934

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Amit Singh, certify that:

 

1.

I have reviewed this quarterly report on Form 10-Q of SolarWindow Technologies, Inc. (the “Registrant”);

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

As the registrant’s certifying officer I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant is made known to me by others within those entities, particularly during the period in which this report is being prepared;

 

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

 

5.

As the registrant's certifying officer I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):

 

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: July 15, 2024	/s/ Amit Singh
	Amit Singh
	Chief Executive Officer
	(Principal Executive Officer)

 

Exhibit 31.2

 

CERTIFICATION PURSUANT TO RULE 13A-14(A) OF THE SECURITIES EXCHANGE ACT OF 1934

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Justin Frere, certify that:

 

1.

I have reviewed this quarterly report on Form 10-Q of SolarWindow Technologies, Inc. (the “Registrant”);

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

As the registrant’s certifying officer I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant is made known to me by others within those entities, particularly during the period in which this report is being prepared;

 

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

 

5.

As the registrant's certifying officer I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):

 

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: July 15, 2024	/s/ Justin Frere
	Justin Frere
	Interim Chief Financial Officer
	(Principal Executive Officer)

Exhibit 32.1

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

 

The undersigned, as the Acting Principal Executive Officer and the Interim Chief Financial Officer of SolarWindow Technologies, Inc., respectively, certifies that, to the best of their knowledge and belief, the Quarterly Report on Form 10-Q for the three and nine months ended May 31, 2024 that accompanies this certification fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and the information contained in the quarterly report fairly presents, in all material respects, the financial condition and results of operations of SolarWindow Technologies, Inc. at the dates and for the periods indicated. The foregoing certification is made pursuant to 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) and shall not be relied upon for any other purpose.

 

 

Date: July 15, 2024	/s/ Amit Singh
	Amit Singh
	Chief Executive Officer
	(Principal Executive Officer)
Date: July 15, 2024	/s/ Justin Frere
	Justin Frere, CPA
	Interim Chief Financial Officer
	(Principal Financial Officer)

 

v3.24.2

Cover - shares	9 Months Ended
	May 31, 2024	Jul. 15, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	May 31, 2024
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--08-31
Entity File Number	333-127953
Entity Registrant Name	SOLARWINDOW TECHNOLOGIES, INC.
Entity Central Index Key	0001071840
Entity Tax Identification Number	59-3509694
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	9375 E. Shea Blvd.
Entity Address, Address Line Two	Suite 107-B
Entity Address, City or Town	Scottsdale
Entity Address, State or Province	AZ
Entity Address, Postal Zip Code	85260
City Area Code	800
Local Phone Number	213-0689
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Public Float		53,198,399

v3.24.2

Consolidated Financial Statements - USD ($)	May 31, 2024	Aug. 31, 2023
Current assets
Cash and cash equivalents	$ 841,098	$ 492,610
Short-term investments	4,000,000	5,500,000
Deferred research and development costs	66,882	56,698
Prepaid expenses and other current assets	700,332	241,668
Current assets of discontinued operations	13,026	13,522
Total current assets	5,621,338	6,304,498
Property and Equipment, net	15,364	1,315,282
Total assets	5,636,702	7,619,780
Current liabilities
Accounts payable and accrued expenses	133,706	114,092
Related party payables	90,889	37,025
Current liabilities of discontinued operations	134,818	136,109
Total current liabilities	359,413	287,226
Total liabilities	359,413	287,226
Commitments and contingencies
Stockholders' equity
Preferred stock: $0.10 par value; 1,000,000 shares authorized, no shares issued and outstanding	0	0
Common stock: $0.001 par value; 300,000,000 shares authorized, 53,198,399 shares issued and outstanding at May 31, 2024 and August 31, 2023	53,198	53,198
Additional paid-in capital	83,487,342	82,735,384
Accumulated other comprehensive income (loss)	(74,665)	(78,159)
Retained deficit	(78,188,586)	(75,377,869)
Total stockholders' equity	5,277,289	7,332,554
Total liabilities and stockholders' equity	$ 5,636,702	$ 7,619,780

v3.24.2

Consolidated Financial Statements (Parenthetical) - $ / shares	May 31, 2024	Aug. 31, 2023
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.10	$ 0.10
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	300,000,000	300,000,000
Common stock, shares issued	53,198,399	53,198,399
Common stock, shares outstanding	53,198,399	53,198,399

v3.24.2

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED) - USD ($)	3 Months Ended		9 Months Ended
	May 31, 2024	May 31, 2023	May 31, 2024	May 31, 2023
Income Statement [Abstract]
Revenue	$ 0	$ 0	$ 0	$ 0
Operating expenses:
Selling, general and administrative	693,417	383,227	1,514,241	1,127,313
Research and development	161,891	195,464	411,224	592,331
Total operating expenses	855,308	578,691	1,925,467	1,719,644
Loss from operations	(855,308)	(578,691)	(1,925,467)	(1,719,644)
Other income (expense):
Interest income	81,400	79,252	210,496	170,860
Impairment of fixed assets	(683,950)	0	(683,950)	0
Total other income (expense)	(602,550)	79,252	(473,454)	170,860
Net loss from continuing operations	(1,457,858)	(499,439)	(2,398,921)	(1,548,784)
Net loss from discontinued operations	(4,456)	(54,810)	(11,797)	(259,320)
Deemed dividend attributable to warrant modification	0	0	(400,000)	0
Net loss attributable to common stockholders	(1,462,314)	(554,249)	(2,810,718)	(1,808,104)
Other comprehensive income (loss):
Foreign currency translation gain/(loss)	2,791	270	3,494	(4,500)
Comprehensive (loss) attributable to common stockholders’	$ (1,459,523)	$ (553,979)	$ (2,807,224)	$ (1,812,604)
Loss per Share from continuing operations basic	$ (0.03)	$ (0.01)	$ (0.05)	$ (0.03)
Loss per Share from continuing operations diluted	(0.03)	(0.01)	(0.05)	(0.03)
Loss per Share from discontinued operations basic	(0.00)	(0.00)	(0.00)	(0.00)
Loss per Share from discontinued operations diluted	(0.00)	(0.00)	(0.00)	(0.00)
Net loss attributable to common stockholders per share basic	(0.03)	(0.01)	(0.05)	(0.03)
Net loss attributable to common stockholders per share diluted	$ (0.03)	$ (0.01)	$ (0.05)	$ (0.03)
Weighted average number of common shares outstanding - basic	53,198,399	53,198,399	53,198,399	53,198,399
Weighted average number of common shares outstanding - diluted	53,198,399	53,198,399	53,198,399	53,198,399

v3.24.2

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	AOCI Attributable to Parent [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Aug. 31, 2022	$ 53,198	$ 82,576,002	$ (73,631)	$ (72,981,474)	$ 9,574,095
Beginning balance, shares at Aug. 31, 2022	53,198,399
Stock based compensation due to common stock purchase options		85,200			85,200
Foreign currency translation adjustment			(5,431)		(5,431)
Net loss				(726,157)	(726,157)
Ending balance, value at Nov. 30, 2022	$ 53,198	82,661,202	(79,062)	(73,707,631)	8,927,707
Ending balance, shares at Nov. 30, 2022	53,198,399
Stock based compensation due to common stock purchase options		24,727			24,727
Foreign currency translation adjustment			661		661
Net loss				(527,697)	(527,697)
Ending balance, value at Feb. 28, 2023	$ 53,198	82,685,929	(78,401)	(74,235,328)	8,425,398
Ending balance, shares at Feb. 28, 2023	53,198,399
Stock based compensation due to common stock purchase options		24,728			24,728
Foreign currency translation adjustment			270		270
Net loss				(554,249)	(554,249)
Ending balance, value at May. 31, 2023	$ 53,198	82,710,657	(78,131)	(74,789,577)	7,896,147
Ending balance, shares at May. 31, 2023	53,198,399
Beginning balance, value at Aug. 31, 2023	$ 53,198	82,735,384	(78,159)	(73,377,869)	7,332,554
Beginning balance, shares at Aug. 31, 2023	53,198,399
Stock based compensation due to common stock purchase options		23,215			23,215
Foreign currency translation adjustment			(1,528)		(1,528)
Net loss				(501,372)	(501,372)
Ending balance, value at Nov. 30, 2023	$ 53,198	82,758,599	(79,687)	(75,879,241)	6,852,869
Ending balance, shares at Nov. 30, 2023	53,198,399
Stock based compensation due to common stock purchase options		48,840			48,840
Deemed dividend attributable to warrant modification		400,000		(400,000)
Foreign currency translation adjustment			2,231		2,231
Net loss				(447,031)	(447,031)
Ending balance, value at Feb. 29, 2024	$ 53,198	83,207,439	(77,456)	(76,726,272)	6,456,909
Ending balance, shares at Feb. 29, 2024	53,198,399
Stock based compensation due to common stock purchase options		279,903			279,903
Foreign currency translation adjustment			2,791		2,791
Net loss				(1,462,314)	(1,462,314)
Ending balance, value at May. 31, 2024	$ 53,198	$ 83,487,342	$ (74,665)	$ (78,188,586)	$ 5,277,289
Ending balance, shares at May. 31, 2024	53,198,399

v3.24.2

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)	9 Months Ended
	May 31, 2024	May 31, 2023
Cash flows from operating activities
Net loss from continuing operations	$ (2,398,921)	$ (1,548,784)
Net loss from discontinued operations	(11,797)	(259,320)
Adjustments to reconcile net loss to net cash flows used in operating activities:
Depreciation	9,213	11,115
Stock based compensation expense	351,958	134,655
Impairment of fixed assets	683,950	(0)
Changes in operating assets and liabilities:
Deferred research and development costs	(10,184)	43,236
Prepaid expenses and other assets	149,957	(102,596)
Accounts payable and accrued expenses	22,398	67,809
Related party payable	53,864	69,812
Net cash used in operating activities	(1,149,562)	(1,584,073)
Cash flows from investing activities
Purchase of short-term investments	(4,000,000)	(6,000,000)
Redemption of short-term investments	5,500,000	0
Capital expenditures	(1,949)	0
Net cash provided by (used in) investing activities	1,498,051	(6,000,000)
Effect of exchange rate changes on cash and cash equivalents	(1)	(505)
Net increase (decrease) in cash and cash equivalents	348,488	(7,584,578)
Cash and cash equivalents at beginning of period	492,610	8,077,849
Cash and cash equivalents at end of period	$ 841,098	$ 493,271

v3.24.2

Organization	9 Months Ended
	May 31, 2024
Accounting Policies [Abstract]
Organization	NOTE 1 – Organization   Organization   SolarWindow Technologies, Inc. was incorporated in the State of Nevada on May 5, 1998 (“SWT” and together with its controlled subsidiary companies, SolarWindow Asia (USA) Corp., and SolarWindow Asia Co. Ltd, collectively, the “Company”). SolarWindow® technology harvests light energy from the sun and from artificial light sources using a transparent and ultra-lightweight coating of organic photovoltaic (“OPV”) solar cells applied to glass and plastics, thereby generating electricity. The Company’s ticker symbol is WNDW.   On August 24, 2020, SolarWindow Technologies, Inc. formed wholly owned SolarWindow Asia (USA) Corp., a Nevada Corporation, as the holding company for SolarWindow Asia Co. Ltd., (the “Korean Subsidiary”) a company formed in the Republic of Korea for the purpose of expansion into the Asian markets. On January 13, 2023, the Board formally elected to dissolve the Korean Subsidiary. SWT has retained a local accountant and is in the process of interviewing and retaining special legal counsel in South Korea to assist in the dissolution of the Korean Subsidiary.   Liquidity   The Company has not generated any revenue since inception and has sustained recurring losses and negative cash flows from operations since inception. We expect to incur losses as we continue to develop and further refine and promote our technologies and potential product applications. As of May 31, 2024, the Company had $4,841,098 of cash, cash equivalents and short-term investments, and working capital of $5,261,925. The Company believes that it currently has sufficient cash to meet its funding requirements over the next twelve months following the issuance of this Annual Report on Form 10-K. However, the Company has experienced and continues to experience negative cash flows from operations, as well as an ongoing requirement for additional capital investment. The Company expects that it may need to raise additional capital to commercialize its electricity generating coatings and application methodology. If additional funding is required, the Company expects to seek to obtain that funding through financial or strategic investors. There can be no assurance as to the availability of such financings nor is it possible to determine at this time the terms and conditions upon which such financing and capital might be available.

v3.24.2

Interim Statement Presentation	9 Months Ended
	May 31, 2024
Interim Statement Presentation
Interim Statement Presentation	NOTE 2 – Interim Statement Presentation   Basis of Presentation and Use of Estimates   The accompanying unaudited interim consolidated financial statements of the Company as of May 31, 2024, and for the three and nine months ended May 31, 2024 and 2023 have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for quarterly reports on Form 10-Q and do not include all of the information and note disclosures required by U.S. generally accepted accounting principles (“U.S. GAAP”) for complete financial statements. These Consolidated Financial Statements should therefore be read in conjunction with the Consolidated Financial Statements and Notes thereto for the fiscal year ended August 31, 2023, included in our Annual Report on Form 10-K filed with the SEC on November 21, 2023.   The accompanying unaudited interim consolidated financial statements have been prepared in accordance with U.S. GAAP, which requires management to make estimates and assumptions that affect amounts reported in the Consolidated Financial Statements and accompanying disclosures. Actual results may differ from those estimates. The accompanying unaudited interim consolidated financial statements have been prepared on the same basis as the audited financial statements and include all adjustments (including normal recurring adjustments) that are, in the opinion of management, necessary for a fair presentation of the Company’s consolidated financial position as of May 31, 2024, results of operations, stockholders’ equity and cash flows for the three and nine months ended May 31, 2024 and 2023. The Company did not record an income tax provision during the periods presented due to net taxable losses. The results of operations for any interim period are not necessarily indicative of the results of operations for the entire year.   The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the accounting period. The Company considers its accounting policies relating to the impairment of long-lived assets and stock-based compensation to be the most significant accounting policy that involves management estimates and judgments. The Company has made accounting estimates based on the facts and circumstances available as of the reporting date. Actual amounts could differ from these estimates, and such differences could be material.   These consolidated financial statements presented are those of SWT and its wholly owned subsidiaries, SolarWindow Asia (USA) Corp., and the Korean Subsidiary. All significant intercompany balances and transactions have been eliminated.   As more fully described in Note 3, on January 13, 2023, the Board determined that it is in the best interests of the Company to discontinue operations in South Korea and to dissolve the Korean Subsidiary. In accordance with applicable accounting guidance, the results of the Korean Subsidiary are presented as discontinued operations in the Consolidated Statements of Operations and Comprehensive Loss and, as such, have been excluded from continuing operations. The Consolidated Statements of Cash Flows are presented on a consolidated basis for both continuing operations and discontinued operations.   Information regarding the Company’s significant accounting policies is contained in Note 2, “Summary of significant accounting policies,” to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended August 31, 2023. Presented below and in the following notes is supplemental information that should be read in conjunction with “Notes to Financial Statements” in the Annual Report.   Fiscal quarter   The Company’s quarterly periods end on November 30, February 29, May 31, and August 31. The Company’s third quarter in fiscal 2024 and 2023 ended on May 31, 2024 and 2023, respectively.   Cash and Highly Liquid Investments   Cash includes cash on hand and highly liquid investments with original maturities of three months or less from the date of purchase. The Company had $4,841,098 of cash and short-term deposits as of May 31, 2024, including $212,814 held in the US and covered by FDIC insurance, and $4,628,284 held in Canadian banks with $4,554,954 in excess of Canadian Deposit Insurance Corporation insured limits.   Schedule of cash and highly liquid investments                     May 31,   August 31,     2024   2023 Cash   $ 841,098     $ 492,610   Short-term investments     4,000,000       5,500,000   Total cash and short-term investments   $ 4,841,098     $ 5,992,610     Short-term investments   The Company determines the balance sheet classification of its investments at the time of purchase and evaluates the classification at each balance sheet date. Money market funds, certificates of deposit, and time deposits with maturities of greater than three months but no more than twelve months are carried at cost, which approximates fair value and are recorded in the consolidated balance sheets in short-term investments. Time Deposits pay the interest earned at the time of maturity or redemption. During the nine months ended May 31, 2024, $4,900,000 of time deposits matured and $600,000 was redeemed. During the three and nine months ended May 31, 2024, the Company received $0 and $270,161, respectively, of earned interest on the time deposits originally purchased in February 2023. On February 28, 2024, the Company purchased new time deposits, which consist of a 12-month $2,500,000 fixed-term deposit earning interest of 5.2%, a 12-month $500,000 fixed-term deposit earning interest of 4.50% and a 6-month $1,000,000 fixed-term deposit earning interest of 5.10%. During the three and nine months ended May 31, 2024, the Company recognized $51,850 and $172,426 of interest income related to short-term investments. During the three and nine months ended May 31, 2023, the Company recognized $75,616 and $87,123 of interest income related to short-term investments.   Prepaid Expenses and Other Current Assets   Prepaid expenses and other current assets includes the following items:   Schedule of prepaid expenses and other current assets                     May 31,   August 31,     2024   2023 Prepaid expenses   $ –     $ 24,250   Prepaid insurance premium     39,777       67,833   Interest income receivable (a)     51,850       149,585   Equipment deposit refund receivable (b)     608,705       –   Total   $ 700,332     $ 241,668     (a) Relates to interest receivable in short term deposits as described above under NOTE 2 – Interim Statement Presentation, “Short-term Investments.” (b) For additional information, see NOTE 5 – Property and Equipment   Accounting Pronouncements   The Company reviews new accounting standards as issued. Although some of these accounting standards issued or effective after the end of the Company’s previous fiscal year may be applicable, the Company has not identified any standards that the Company believes merit further discussion.   Recent accounting pronouncements not yet adopted   None.   Recently adopted accounting pronouncements   None.

v3.24.2

Discontinued Operations	9 Months Ended
	May 31, 2024
Discontinued Operations and Disposal Groups [Abstract]
Discontinued Operations	NOTE 3 – Discontinued Operations   On January 13, 2023, the Board determined that it is in the best interests of the Company to discontinue operations in South Korea and to dissolve the Korean Subsidiary. The Company is working to dispose the Korean Subsidiary other than by sale in accordance with Accounting Standards Codification (“ASC”) 360-10-45-15, Long-Lived Assets to Be Disposed of Other Than by Sale.   In accordance with ASC 205-20, Discontinued Operations, the results of the Korean Subsidiary are presented as discontinued operations in the Consolidated Statements of Operations and Comprehensive Loss, and, as such, have been excluded from continuing operations. Further, the Company reclassified the assets and liabilities of the Korean Subsidiary as assets and liabilities of discontinued operations in the Consolidated Balance Sheet as of August 31, 2022. The Consolidated Statements of Cash Flows are presented on a consolidated basis for both continuing operations and discontinued operations.   The following table summarizes the significant items included in income from discontinued operations, net of tax in the Consolidated Statement of Operations and Comprehensive Loss for the three and nine months ended May 31, 2024 and 2023:   Schedule of statement of operations and comprehensive loss                                     Three Months Ended May 31,   Nine Months Ended May 31,     2024   2023   2024   2023 Operating expenses                                 Selling, general and administrative   $ 4,456     $ 54,810     $ 11,797     $ 243,076   Research and development     –       –       –       16,253   Total operating expenses     4,456       54,810       11,797       259,329                                     Other income                                 Interest income     –       –       –       9   Net loss from discontinued operations   $ (4,456 )   $ (54,810 )   $ (11,797 )   $ (259,320 )   The following table summarizes the carrying value of the significant classes of assets and liabilities classified as discontinued operations as of May 31, 2024 and August 31, 2023:   Schedule of significant classes of assets and liabilities                     May 31, 2024   August 31, 2023 Current assets                 Prepaid expenses and other current assets   $ 13,026     $ 13,522   Total current assets     13,026       13,522   Total assets   $ 13,026     $ 13,522                     Current liabilities                 Accounts payable and accrued expenses   $ 134,818     $ 136,109   Total current liabilities   $ 134,818     $ 136,109     The cash flows related to discontinued operations have not been segregated and are included in the consolidated statements of cash flows for all periods presented.

v3.24.2

Net Income (Loss) Per Share	9 Months Ended
	May 31, 2024
Earnings Per Share [Abstract]
Net Income (Loss) Per Share	NOTE 4 - Net Income (Loss) Per Share   The computation of basic earnings per share (“EPS”) is based on the weighted average number of shares that were outstanding during the period, including shares of common stock that are issuable at the end of the reporting period. The computation of diluted EPS is based on the number of basic weighted-average shares outstanding plus the number of common shares that would be issued assuming the exercise of all potentially dilutive common shares outstanding using the treasury stock method. The computation of diluted net income per share does not assume conversion, exercise or contingent issuance of securities that would have an antidilutive effect on earnings per share. Therefore, when calculating EPS if the Company experienced a loss, there is no inclusion of dilutive securities as their inclusion in the EPS calculation is antidilutive. Furthermore, options and warrants will have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price of the options or warrants (they are in the money).   The shares listed below were not included in the computation of diluted losses per share because to do so would be antidilutive for the periods presented:   Schedule of computation of diluted losses per share                                     For the Three Months Ended May 31,   For the Nine Months Ended May 31,     2024   2023   2024   2023 Stock options     5,433,000       6,684,000       5,433,000       6,684,000   Warrants     16,666,667       16,666,667       16,666,667       16,666,667         22,099,667       23,350,667       22,099,667       23,350,667

v3.24.2

Property and Equipment	9 Months Ended
	May 31, 2024
Property, Plant and Equipment [Abstract]
Property and Equipment	NOTE 5 – Property and Equipment   Property and equipment consists of the following:   Schedule of property and equipment   May 31,   August 31,     2024   2023 Computers, office equipment and software   $ 16,051     $ 14,102   Equipment     133,653       133,653   In-process equipment     –       1,292,655   Total property and equipment     149,704       1,440,410   Accumulated depreciation     (134,340 )     (125,128 ) Property and equipment, net   $ 15,364     $ 1,315,282     During the three months ended May 31, 2024 and 2023, the Company recognized straight-line depreciation expense of $2,565 and $3,594, respectively. During the nine months ended May 31, 2024 and 2023, the Company recognized straight-line depreciation expense of $9,213 and $11,115, respectively.   During the year ended August 31, 2019, the Company made deposits for in-process equipment totaling $1,292,655 (the “Equipment Deposit”) towards the purchase of manufacturing equipment. Subsequent to May 31, 2024, the Company decided to pursue similar equipment that will enable significantly increased efficiency and capabilities. As a result, the Company has reclassified the portion of the Equipment Deposit that remains unallocated ($608,705) to current assets in anticipation of a return of those funds. The remaining $683,950 was impaired, and, according to the vendor, relates primarily to a coating die valued at $210,000 and engineering and design valued at $473,950 that has no future benefit to the Company.

v3.24.2

Common Stock and Warrants	9 Months Ended
	May 31, 2024
Equity [Abstract]
Common Stock and Warrants	NOTE 6 – Common Stock and Warrants   Common Stock   At May 31, 2024, the Company had 300,000,000 authorized shares of common stock with a par value of $0.001 per share, and 53,198,399 shares of common stock outstanding.   Warrants   Each of the Company’s warrants outstanding entitles the holder to purchase one share of the Company’s common stock for each warrant share held. The following warrants may be exercised on a cashless basis. A summary of the Company’s warrants outstanding and exercisable as of May 31, 2024 and August 31, 2023 is as follows:   Schedule of warrants outstanding and exercisable                         Shares of Common Stock Issuable from Warrants Outstanding as of   Weighted           May 31,   August 31,   Average Exercise     Description   2024   2023   Price   Date of Issuance   Expiration Series T     16,666,667       16,666,667     $ 1.70     November 26, 2018   November 26, 2029   On February 5, 2024, the Board modified the terms of the Series T warrants to extend the expiration date for an additional five (5) years. No other term was modified. The modification was not was not linked to any other financing arrangements. The Company calculated the incremental fair value of the modification at $400,000 which is presented on the Consolidated Statement of Operations as a deemed dividend.

v3.24.2

Stock Options	9 Months Ended
	May 31, 2024
Share-Based Payment Arrangement [Abstract]
Stock Options	NOTE 7 - Stock Options   The Company measures share-based compensation cost on the grant date, based on the fair value of the award, and recognizes the expense on a straight-line basis over the requisite service period for awards expected to vest. The Company estimates the grant date fair value of stock options using a Black-Scholes valuation model. A summary of the Company’s stock option activity for the nine months ended May 31, 2024 and 2023 and related information follows:   Schedule of weighted-average assumptions                             Three Months Ended May 31, 2024   Nine Months Ended May 31, 2024   Nine Months Ended May 31, 2023 Expected dividend yield             –       –   Expected stock price volatility     332 %     332% - 452 %     –   Risk-free interest rate     4.60 %     4.46% - 4.60 %     –   Expected term (in years)(simplified method)     3.00       2.5 – 3.0       –   Exercise price   $ 0.33       $0.33 – $4.87       –   Weighted-average grant date fair-value   $ 0.33     $ 0.43       –     A summary of the Company’s stock option activity for the nine months ended May 31, 2024 and related information follows:   Schedule of stock option activity                                 Number of Shares Subject to Option Grants   Weighted Average Exercise Price ($)   Weighted Average Remaining Contractual Term   Aggregate Intrinsic Value ($) Outstanding at August 31, 2023     4,207,400       3.04               Grants     1,250,000       0.33               Forfeitures and cancellations     (24,400 )     3.54               Outstanding at  May 31, 2024     5,433,000       2.41     4.63 years     12,500   Exercisable at  May 31, 2024     4,808,000       2.68     4.60 years     6,250     The aggregate intrinsic value in the table above represents the total pretax intrinsic value for all “in-the-money” options (i.e. the difference between the Company’s closing stock price on the last trading day of the period covered by this report and the exercise price, multiplied by the number of shares) that would have been received by the option holders had all in-the-money option holders exercised their vested options on May 31, 2024. The intrinsic value of the option changes based upon the fair market value of the Company’s common stock.  The closing stock price was $0.34 on May 31, 2024 and all but 1,250,000 outstanding options have an exercise price above $0.34 per share. As a result, as of May 31, 2024, there is $12,500 and $6,250 of intrinsic value in the Company’s outstanding stock options and vested options, respectively.   Three and Nine Months Ended May 31, 2024   Modification – On February 5, 2024, the Board granted replacement options with a five (5) year life in amounts equal to and on substantially the same terms as certain previous grants totaling 3,623,000 options, including 1) 90,000 options with a strike price of $4.87; 2) 1,033,000 options with a strike price of $3.54; and 3) 2,500,000 options with a strike price of $2.60 (collectively, the “New Grant”). The New Grant was issued to replace grants issued in prior years (the "Old Grant"), and extend their expiration by five (5) years, as additional consideration for the September 1, 2023 Consulting Agreement entered into between the Company, Vector Asset Management, Inc., and Jatinder S. Bhogal. The exercise price of the New Grant is identical to the Old Grant. The intent of the Company was to reinstate and extend the Old Grant. However, because the original stock plan expired, in order to extend the Old Grant, the Company needed to issue the New Grant. The Company accounted for the New Grant as a modification based on the substance of the issuance. The difference in the fair value, as calculated using the Black-Scholes Model, was $26,750 which was recorded to selling, general and administrative expense.   Grants - On April 8, 2024, the Company’s Board granted 1,250,000 options to its officers and directors, with an exercise price of $0.33, five (5) year term and vesting as to 50% of the options on the date of grant and the remaining 50% on the twelve-month anniversary from the date of grant.   Forfeitures and cancellations – These totaled 24,400 and included 1) 23,400 options owned by a prior Director that expired unexercised; and 2) 1,000 options owned by a prior consultant that expired unexercised.   The following table sets forth the share-based compensation cost resulting from stock option grants, including those previously granted and vesting over time, that were recorded in the Company’s Statements of Operations for the three and nine months ended May 31, 2024 and 2023:   Schedule of share-based compensation                                     Three Months Ended May 31,   Nine Months Ended May 31,     2024   2023   2024   2023 Stock compensation expense:                                 Selling, general and administrative   $ 279,198     $ 24,023     $ 349,843     $ 118,855   Research and development     705       705       2,115       15,800   Total   $ 279,903     $ 24,728     $ 351,958     $ 134,655     As of May 31, 2024, the Company had $154,688 of unrecognized compensation cost related to unvested stock options which is expected to be recognized over a period of 0.75 years.   The following table summarizes information about stock options outstanding and exercisable at May 31, 2024:     Schedule of stock options outstanding and exercisable                                                       Stock Options Outstanding   Stock Options Exercisable     Number of Shares   Weighted   Weighted   Number of Shares   Weighted Average     Range of Exercise Prices   Subject to Outstanding Options   Average Contractual Life (years)   Average Exercise Price ($)   Subject To Options Exercise   Remaining Contractual Life (Years)   Weighted Average Exercise Price ($)   0.33       1,250,000       4.86       0.33       625,000       4.86       0.33     2.32       153,000       5.36       2.32       153,000       5.36       2.32     2.60       2,500,000       4.69       2.60       2,500,000       4.69       2.60     3.42       50,000       2.39       3.42       50,000       2.39       3.42     3.46       35,000       1.60       3.46       35,000       1.60       3.46     3.54       1,225,000       4.13       3.54       1,225,000       4.13       3.54     4.87       110,000       4.47       4.87       110,000       4.47       4.87     6.21       110,000       7.41       6.21       110,000       7.41       6.21     Total       5,433,000       4.63       2.41       4,808,000       4.60       2.68

v3.24.2

Transactions with Related Persons	9 Months Ended
	May 31, 2024
Related Party Transactions [Abstract]
Transactions with Related Persons	NOTE 8 - Transactions with Related Persons   A related party with respect to the Company is generally defined as any person (and, if a natural person, inclusive of his or her immediate family) (i) that holds 10% or more of the Company’s securities, (ii) that is part of the Company’s management, (iii) that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.   Joseph Sierchio, one of the Company’s directors, has maintained his role as the Company’s general counsel since its inception, and, beginning in August 2020, as Principal of Sierchio Law, LLP pursuant to an engagement letter which provides for an annual fee of $175,000 in exchange for general counsel services, and the reimbursement of expenses. Beginning November 2023, Mr. Sierchio began serving as general counsel on an hourly basis at the rate of $750 per hour. Fees for legal services and expense reimbursement billed by Sierchio Law, LLP totaled $78,663 and $58,049 for the three months ended May 31, 2024 and 2023, respectively, and $203,098 and $145,549 for the nine months ended May 31, 2024 and 2023, respectively. As of May 31, 2024, the Company recognized a related party payable to Sierchio Law, LLP of $81,163, including $78,663 related to legal services and $2,500 related to the quarterly board fee for the three months ended May 31, 2024. As of August 31, 2023, the Company recognized a related party payable to Sierchio Law, LLP of $17,083, including $14,583 related to legal services and $2,500 related to the quarterly board fee for the three months ended August 31, 2023.   All related party transactions are recorded at the exchange amount established and agreed to between related parties and are in the normal course of business.

v3.24.2

Commitments and Contingencies	9 Months Ended
	May 31, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	NOTE 9 – Commitments and Contingencies   On June 9, 2022, the Company was served the Notice of Civil Claim dated May 16, 2022 (the “Notice of Claim”), and related Notice of Application (the “Application”) and Order Made After Application (the “Order”). The Notice of Claim, the Application and Order are collectively referred to herein as the “Complaint.” Please refer to our Form 10-K filed on November 21, 2023 and Exhibit 99.0 thereto.

v3.24.2

Subsequent Events	9 Months Ended
	May 31, 2024
Subsequent Events [Abstract]
Subsequent Events	NOTE 10 – Subsequent Events   Management has reviewed material events subsequent of the period ended May 31, 2024 and through the date of filing of financial statements in accordance with FASB ASC 855 “Subsequent Events”. In managements opinion, no material subsequent events have occurred as of the date of this quarterly report.

v3.24.2

Interim Statement Presentation (Policies)	9 Months Ended
	May 31, 2024
Interim Statement Presentation
Basis of Presentation and Use of Estimates	Basis of Presentation and Use of Estimates   The accompanying unaudited interim consolidated financial statements of the Company as of May 31, 2024, and for the three and nine months ended May 31, 2024 and 2023 have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for quarterly reports on Form 10-Q and do not include all of the information and note disclosures required by U.S. generally accepted accounting principles (“U.S. GAAP”) for complete financial statements. These Consolidated Financial Statements should therefore be read in conjunction with the Consolidated Financial Statements and Notes thereto for the fiscal year ended August 31, 2023, included in our Annual Report on Form 10-K filed with the SEC on November 21, 2023.   The accompanying unaudited interim consolidated financial statements have been prepared in accordance with U.S. GAAP, which requires management to make estimates and assumptions that affect amounts reported in the Consolidated Financial Statements and accompanying disclosures. Actual results may differ from those estimates. The accompanying unaudited interim consolidated financial statements have been prepared on the same basis as the audited financial statements and include all adjustments (including normal recurring adjustments) that are, in the opinion of management, necessary for a fair presentation of the Company’s consolidated financial position as of May 31, 2024, results of operations, stockholders’ equity and cash flows for the three and nine months ended May 31, 2024 and 2023. The Company did not record an income tax provision during the periods presented due to net taxable losses. The results of operations for any interim period are not necessarily indicative of the results of operations for the entire year.   The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the accounting period. The Company considers its accounting policies relating to the impairment of long-lived assets and stock-based compensation to be the most significant accounting policy that involves management estimates and judgments. The Company has made accounting estimates based on the facts and circumstances available as of the reporting date. Actual amounts could differ from these estimates, and such differences could be material.   These consolidated financial statements presented are those of SWT and its wholly owned subsidiaries, SolarWindow Asia (USA) Corp., and the Korean Subsidiary. All significant intercompany balances and transactions have been eliminated.   As more fully described in Note 3, on January 13, 2023, the Board determined that it is in the best interests of the Company to discontinue operations in South Korea and to dissolve the Korean Subsidiary. In accordance with applicable accounting guidance, the results of the Korean Subsidiary are presented as discontinued operations in the Consolidated Statements of Operations and Comprehensive Loss and, as such, have been excluded from continuing operations. The Consolidated Statements of Cash Flows are presented on a consolidated basis for both continuing operations and discontinued operations.   Information regarding the Company’s significant accounting policies is contained in Note 2, “Summary of significant accounting policies,” to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended August 31, 2023. Presented below and in the following notes is supplemental information that should be read in conjunction with “Notes to Financial Statements” in the Annual Report.
Fiscal quarter	Fiscal quarter   The Company’s quarterly periods end on November 30, February 29, May 31, and August 31. The Company’s third quarter in fiscal 2024 and 2023 ended on May 31, 2024 and 2023, respectively.
Cash and Highly Liquid Investments	Cash and Highly Liquid Investments   Cash includes cash on hand and highly liquid investments with original maturities of three months or less from the date of purchase. The Company had $4,841,098 of cash and short-term deposits as of May 31, 2024, including $212,814 held in the US and covered by FDIC insurance, and $4,628,284 held in Canadian banks with $4,554,954 in excess of Canadian Deposit Insurance Corporation insured limits.   Schedule of cash and highly liquid investments                     May 31,   August 31,     2024   2023 Cash   $ 841,098     $ 492,610   Short-term investments     4,000,000       5,500,000   Total cash and short-term investments   $ 4,841,098     $ 5,992,610
Short-term investments	Short-term investments   The Company determines the balance sheet classification of its investments at the time of purchase and evaluates the classification at each balance sheet date. Money market funds, certificates of deposit, and time deposits with maturities of greater than three months but no more than twelve months are carried at cost, which approximates fair value and are recorded in the consolidated balance sheets in short-term investments. Time Deposits pay the interest earned at the time of maturity or redemption. During the nine months ended May 31, 2024, $4,900,000 of time deposits matured and $600,000 was redeemed. During the three and nine months ended May 31, 2024, the Company received $0 and $270,161, respectively, of earned interest on the time deposits originally purchased in February 2023. On February 28, 2024, the Company purchased new time deposits, which consist of a 12-month $2,500,000 fixed-term deposit earning interest of 5.2%, a 12-month $500,000 fixed-term deposit earning interest of 4.50% and a 6-month $1,000,000 fixed-term deposit earning interest of 5.10%. During the three and nine months ended May 31, 2024, the Company recognized $51,850 and $172,426 of interest income related to short-term investments. During the three and nine months ended May 31, 2023, the Company recognized $75,616 and $87,123 of interest income related to short-term investments.
Prepaid Expenses and Other Current Assets	Prepaid Expenses and Other Current Assets   Prepaid expenses and other current assets includes the following items:   Schedule of prepaid expenses and other current assets                     May 31,   August 31,     2024   2023 Prepaid expenses   $ –     $ 24,250   Prepaid insurance premium     39,777       67,833   Interest income receivable (a)     51,850       149,585   Equipment deposit refund receivable (b)     608,705       –   Total   $ 700,332     $ 241,668     (a) Relates to interest receivable in short term deposits as described above under NOTE 2 – Interim Statement Presentation, “Short-term Investments.” (b) For additional information, see NOTE 5 – Property and Equipment
Accounting Pronouncements	Accounting Pronouncements   The Company reviews new accounting standards as issued. Although some of these accounting standards issued or effective after the end of the Company’s previous fiscal year may be applicable, the Company has not identified any standards that the Company believes merit further discussion.   Recent accounting pronouncements not yet adopted   None.   Recently adopted accounting pronouncements   None.

v3.24.2

Interim Statement Presentation (Tables)	9 Months Ended
	May 31, 2024
Interim Statement Presentation
Schedule of cash and highly liquid investments	Schedule of cash and highly liquid investments                     May 31,   August 31,     2024   2023 Cash   $ 841,098     $ 492,610   Short-term investments     4,000,000       5,500,000   Total cash and short-term investments   $ 4,841,098     $ 5,992,610
Schedule of prepaid expenses and other current assets	Schedule of prepaid expenses and other current assets                     May 31,   August 31,     2024   2023 Prepaid expenses   $ –     $ 24,250   Prepaid insurance premium     39,777       67,833   Interest income receivable (a)     51,850       149,585   Equipment deposit refund receivable (b)     608,705       –   Total   $ 700,332     $ 241,668     (a) Relates to interest receivable in short term deposits as described above under NOTE 2 – Interim Statement Presentation, “Short-term Investments.” (b) For additional information, see NOTE 5 – Property and Equipment

v3.24.2

Discontinued Operations (Tables)	9 Months Ended
	May 31, 2024
Discontinued Operations and Disposal Groups [Abstract]
Schedule of statement of operations and comprehensive loss	Schedule of statement of operations and comprehensive loss                                     Three Months Ended May 31,   Nine Months Ended May 31,     2024   2023   2024   2023 Operating expenses                                 Selling, general and administrative   $ 4,456     $ 54,810     $ 11,797     $ 243,076   Research and development     –       –       –       16,253   Total operating expenses     4,456       54,810       11,797       259,329                                     Other income                                 Interest income     –       –       –       9   Net loss from discontinued operations   $ (4,456 )   $ (54,810 )   $ (11,797 )   $ (259,320 )
Schedule of significant classes of assets and liabilities	Schedule of significant classes of assets and liabilities                     May 31, 2024   August 31, 2023 Current assets                 Prepaid expenses and other current assets   $ 13,026     $ 13,522   Total current assets     13,026       13,522   Total assets   $ 13,026     $ 13,522                     Current liabilities                 Accounts payable and accrued expenses   $ 134,818     $ 136,109   Total current liabilities   $ 134,818     $ 136,109

v3.24.2

Net Income (Loss) Per Share (Tables)	9 Months Ended
	May 31, 2024
Earnings Per Share [Abstract]
Schedule of computation of diluted losses per share	Schedule of computation of diluted losses per share                                     For the Three Months Ended May 31,   For the Nine Months Ended May 31,     2024   2023   2024   2023 Stock options     5,433,000       6,684,000       5,433,000       6,684,000   Warrants     16,666,667       16,666,667       16,666,667       16,666,667         22,099,667       23,350,667       22,099,667       23,350,667

v3.24.2

Property and Equipment (Tables)	9 Months Ended
	May 31, 2024
Property, Plant and Equipment [Abstract]
Schedule of property and equipment	Schedule of property and equipment   May 31,   August 31,     2024   2023 Computers, office equipment and software   $ 16,051     $ 14,102   Equipment     133,653       133,653   In-process equipment     –       1,292,655   Total property and equipment     149,704       1,440,410   Accumulated depreciation     (134,340 )     (125,128 ) Property and equipment, net   $ 15,364     $ 1,315,282

v3.24.2

Common Stock and Warrants (Tables)	9 Months Ended
	May 31, 2024
Equity [Abstract]
Schedule of warrants outstanding and exercisable	Schedule of warrants outstanding and exercisable                         Shares of Common Stock Issuable from Warrants Outstanding as of   Weighted           May 31,   August 31,   Average Exercise     Description   2024   2023   Price   Date of Issuance   Expiration Series T     16,666,667       16,666,667     $ 1.70     November 26, 2018   November 26, 2029

v3.24.2

Stock Options (Tables)	9 Months Ended
	May 31, 2024
Share-Based Payment Arrangement [Abstract]
Schedule of weighted-average assumptions	Schedule of weighted-average assumptions                             Three Months Ended May 31, 2024   Nine Months Ended May 31, 2024   Nine Months Ended May 31, 2023 Expected dividend yield             –       –   Expected stock price volatility     332 %     332% - 452 %     –   Risk-free interest rate     4.60 %     4.46% - 4.60 %     –   Expected term (in years)(simplified method)     3.00       2.5 – 3.0       –   Exercise price   $ 0.33       $0.33 – $4.87       –   Weighted-average grant date fair-value   $ 0.33     $ 0.43       –
Schedule of stock option activity	Schedule of stock option activity                                 Number of Shares Subject to Option Grants   Weighted Average Exercise Price ($)   Weighted Average Remaining Contractual Term   Aggregate Intrinsic Value ($) Outstanding at August 31, 2023     4,207,400       3.04               Grants     1,250,000       0.33               Forfeitures and cancellations     (24,400 )     3.54               Outstanding at  May 31, 2024     5,433,000       2.41     4.63 years     12,500   Exercisable at  May 31, 2024     4,808,000       2.68     4.60 years     6,250
Schedule of share-based compensation	Schedule of share-based compensation                                     Three Months Ended May 31,   Nine Months Ended May 31,     2024   2023   2024   2023 Stock compensation expense:                                 Selling, general and administrative   $ 279,198     $ 24,023     $ 349,843     $ 118,855   Research and development     705       705       2,115       15,800   Total   $ 279,903     $ 24,728     $ 351,958     $ 134,655
Schedule of stock options outstanding and exercisable	Schedule of stock options outstanding and exercisable                                                       Stock Options Outstanding   Stock Options Exercisable     Number of Shares   Weighted   Weighted   Number of Shares   Weighted Average     Range of Exercise Prices   Subject to Outstanding Options   Average Contractual Life (years)   Average Exercise Price ($)   Subject To Options Exercise   Remaining Contractual Life (Years)   Weighted Average Exercise Price ($)   0.33       1,250,000       4.86       0.33       625,000       4.86       0.33     2.32       153,000       5.36       2.32       153,000       5.36       2.32     2.60       2,500,000       4.69       2.60       2,500,000       4.69       2.60     3.42       50,000       2.39       3.42       50,000       2.39       3.42     3.46       35,000       1.60       3.46       35,000       1.60       3.46     3.54       1,225,000       4.13       3.54       1,225,000       4.13       3.54     4.87       110,000       4.47       4.87       110,000       4.47       4.87     6.21       110,000       7.41       6.21       110,000       7.41       6.21     Total       5,433,000       4.63       2.41       4,808,000       4.60       2.68

v3.24.2

Organization (Details Narrative) - USD ($)	May 31, 2024	Aug. 31, 2023
Accounting Policies [Abstract]
Cash, cash equivalents and short-term investments	$ 4,841,098	$ 5,992,610
Working capital	$ 5,261,925

v3.24.2

Interim Statement Presentation (Details) - USD ($)	May 31, 2024	Aug. 31, 2023
Interim Statement Presentation
Cash	$ 841,098	$ 492,610
Short-term investments	4,000,000	5,500,000
Total cash and short-term investments	$ 4,841,098	$ 5,992,610

v3.24.2

Interim Statement Presentation (Details 1) - USD ($)		May 31, 2024	Aug. 31, 2023
Interim Statement Presentation
Prepaid expenses		$ 0	$ 24,250
Prepaid insurance premium		39,777	67,833
Interest income receivable	[1]	51,850	149,585
Equipment deposit refund receivable	[2]	608,705	0
Total		$ 700,332	$ 241,668
[1] Relates to interest receivable in short term deposits as described above under NOTE 2 – Interim Statement Presentation, “Short-term Investments.” [2] For additional information, see NOTE 5 – Property and Equipment

v3.24.2

Interim Statement Presentation (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	May 31, 2024	May 31, 2023	May 31, 2024	May 31, 2023	Aug. 31, 2023
Schedule of Investments [Line Items]
Cash held in investments	$ 841,098		$ 841,098		$ 492,610
Short term investment description	Time Deposits pay the interest earned at the time of maturity or redemption. During the nine months ended May 31, 2024, $4,900,000 of time deposits matured and $600,000 was redeemed. During the three and nine months ended May 31, 2024, the Company received $0 and $270,161, respectively, of earned interest on the time deposits originally purchased in February 2023. On February 28, 2024, the Company purchased new time deposits, which consist of a 12-month $2,500,000 fixed-term deposit earning interest of 5.2%, a 12-month $500,000 fixed-term deposit earning interest of 4.50% and a 6-month $1,000,000 fixed-term deposit earning interest of 5.10%.
Interest income to short-term investments	$ 51,850	$ 75,616	172,426	$ 87,123
U S Investments [Member]
Schedule of Investments [Line Items]
Cash held in investments	4,841,098		4,841,098
FDIC insured amount	212,814		212,814
Canadian Bank [Member]
Schedule of Investments [Line Items]
Cash held in investments	4,628,284		4,628,284
FDIC insured amount	$ 4,554,954		$ 4,554,954

v3.24.2

Discontinued Operations (Details) - USD ($)	3 Months Ended		9 Months Ended
	May 31, 2024	May 31, 2023	May 31, 2024	May 31, 2023
Operating expenses
Selling, general and administrative	$ 4,456	$ 54,810	$ 11,797	$ 243,076
Research and development	0	0	0	16,253
Total operating expenses	4,456	54,810	11,797	259,329
Other income
Interest income	0	0	0	9
Net loss from discontinued operations	$ (4,456)	$ (54,810)	$ (11,797)	$ (259,320)

v3.24.2

Discontinued Operations (Details 1) - USD ($)	May 31, 2024	Aug. 31, 2023
Current assets
Prepaid expenses and other current assets	$ 13,026	$ 13,522
Total current assets	13,026	13,522
Total assets	13,026	13,522
Current liabilities
Accounts payable and accrued expenses	134,818	136,109
Total current liabilities	$ 134,818	$ 136,109

v3.24.2

Net Income (Loss) Per Share (Details) - shares	3 Months Ended		9 Months Ended
	May 31, 2024	May 31, 2023	May 31, 2024	May 31, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	22,099,667	23,350,667	22,099,667	23,350,667
Stock Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	5,433,000	6,684,000	5,433,000	6,684,000
Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	16,666,667	16,666,667	16,666,667	16,666,667

v3.24.2

Property and Equipment (Details) - USD ($)	May 31, 2024	Aug. 31, 2023
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 149,704	$ 1,440,410
Accumulated depreciation	(134,340)	(125,128)
Property and equipment, net	15,364	1,315,282
Office Equipment [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	16,051	14,102
Equipment [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	133,653	133,653
In Process Equipment [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 0	$ 1,292,655

v3.24.2

Property and Equipment (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	May 31, 2024	May 31, 2023	May 31, 2024	May 31, 2023	Aug. 31, 2023	Aug. 31, 2019
Property, Plant and Equipment [Line Items]
Depreciation expense	$ 2,565	$ 3,594	$ 9,213	$ 11,115
Deposits for in-process equipment	149,704		149,704		$ 1,440,410
Unallocated to current assets	608,705		608,705
Impaired long lived asset	683,950	$ (0)	683,950	$ (0)
Coating die valued	210,000		210,000
Engineering design valued	$ 473,950		$ 473,950
In Process Equipments [Member]
Property, Plant and Equipment [Line Items]
Deposits for in-process equipment						$ 1,292,655

v3.24.2

Common Stock and Warrants (Details) - Series T [Member] - $ / shares	9 Months Ended
	May 31, 2024	Aug. 31, 2023
Class of Stock [Line Items]
Shares of Common Stock Issuable from Warrants Outstanding	16,666,667	16,666,667
Weighted Average Exercise Price	$ 1.70
Date of issuance	Nov. 26, 2018
Expiration	Nov. 26, 2029

v3.24.2

Common Stock and Warrants (Details Narrative) - USD ($)	May 31, 2024	Feb. 05, 2024	Aug. 31, 2023
Equity [Abstract]
Common stock, shares authorized	300,000,000		300,000,000
Common stock, par value	$ 0.001		$ 0.001
Common stock, shares outstanding	53,198,399		53,198,399
Deemed dividend		$ 400,000

v3.24.2

Stock Options (Details) - Equity Option [Member] - USD ($)	3 Months Ended	9 Months Ended
	May 31, 2024	May 31, 2024	May 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected dividend yield		$ 0	$ 0
Expected stock price volatility	332.00%		0.00%
Risk-free interest rate	4.60%		0.00%
Expected term (in years)(simplified method)	3 years
Exercise price	$ 0.33		$ 0
Weighted-average grant date fair-value	$ 0.33	$ 0.43	$ 0
Minimum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected stock price volatility		332.00%
Risk-free interest rate		4.46%
Expected term (in years)(simplified method)		2 years 6 months
Exercise price		$ 0.33
Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected stock price volatility		452.00%
Risk-free interest rate		4.60%
Expected term (in years)(simplified method)		3 years
Exercise price		$ 4.87

v3.24.2

Stock Options (Details 1) - Stock Option [Member] - USD ($)	9 Months Ended
	May 31, 2024
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares subject to option grants, outstanding beginning balance	4,207,400
Weighted average exercise price, outstanding balance beginning	$ 3.04
Number of shares subject to option grants	1,250,000
Weighted average exercise price, grants	$ 0.33
Number of shares subject to option grants, forfeitures and cancellations	(24,400)
Weighted average exercise price, forfeitures and cancellations	$ 3.54
Number of shares subject to option grants, outstanding ending balance	5,433,000
Weighted average exercise price, outstanding balance ending	$ 2.41
Weighted average remaining contractual term (years), outstanding	4 years 7 months 17 days
Aggregate intrinsic value, outstanding	$ 12,500
Number of shares subject to option grants, exercisable	4,808,000
Weighted average exercise price, exercisable	$ 2.68
Weighted average remaining contractual term (years), exercisable	4 years 7 months 6 days
Aggregate intrinsic value, Exercisable	$ 6,250

v3.24.2

Stock Options (Details 2) - USD ($)	3 Months Ended		9 Months Ended
	May 31, 2024	May 31, 2023	May 31, 2024	May 31, 2023
Share-Based Payment Arrangement [Abstract]
Selling, general and administrative	$ 279,198	$ 24,023	$ 349,843	$ 118,855
Research and development	705	705	2,115	15,800
Total	$ 279,903	$ 24,728	$ 351,958	$ 134,655

v3.24.2

Stock Options (Details 3)	9 Months Ended
	May 31, 2024 $ / shares shares
Equity Option [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Stock options outstanding, number of shares subject to outstanding options | shares	5,433,000
Stock Options Outstanding, Weighted Average Contractural Life (years)	4 years 7 months 17 days
Stock options outstanding, weighted average exercise price | $ / shares	$ 2.41
Stock options exercisable, number of shares subject to options exercise | shares	4,808,000
Stock options exercisable, weighted average remaining contractural life (Years)	4 years 7 months 6 days
Stock options exercisable, weighted average exercise price | $ / shares	$ 2.68
$0.33 Per Share [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Stock options outstanding, number of shares subject to outstanding options | shares	1,250,000
Stock Options Outstanding, Weighted Average Contractural Life (years)	4 years 10 months 9 days
Stock options outstanding, weighted average exercise price | $ / shares	$ 0.33
Stock options exercisable, number of shares subject to options exercise | shares	625,000
Stock options exercisable, weighted average remaining contractural life (Years)	4 years 10 months 9 days
Stock options exercisable, weighted average exercise price | $ / shares	$ 0.33
$2.32 Per Share [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Stock options outstanding, number of shares subject to outstanding options | shares	153,000
Stock Options Outstanding, Weighted Average Contractural Life (years)	5 years 4 months 9 days
Stock options outstanding, weighted average exercise price | $ / shares	$ 2.32
Stock options exercisable, number of shares subject to options exercise | shares	153,000
Stock options exercisable, weighted average remaining contractural life (Years)	5 years 4 months 9 days
Stock options exercisable, weighted average exercise price | $ / shares	$ 2.32
$2.60 Per Share [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Stock options outstanding, number of shares subject to outstanding options | shares	2,500,000
Stock Options Outstanding, Weighted Average Contractural Life (years)	4 years 8 months 8 days
Stock options outstanding, weighted average exercise price | $ / shares	$ 2.60
Stock options exercisable, number of shares subject to options exercise | shares	2,500,000
Stock options exercisable, weighted average remaining contractural life (Years)	4 years 8 months 8 days
Stock options exercisable, weighted average exercise price | $ / shares	$ 2.60
$3.42 Per Share [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Stock options outstanding, number of shares subject to outstanding options | shares	50,000
Stock Options Outstanding, Weighted Average Contractural Life (years)	2 years 4 months 20 days
Stock options outstanding, weighted average exercise price | $ / shares	$ 3.42
Stock options exercisable, number of shares subject to options exercise | shares	50,000
Stock options exercisable, weighted average remaining contractural life (Years)	2 years 4 months 20 days
Stock options exercisable, weighted average exercise price | $ / shares	$ 3.42
$3.46 Per Share [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Stock options outstanding, number of shares subject to outstanding options | shares	35,000
Stock Options Outstanding, Weighted Average Contractural Life (years)	1 year 7 months 6 days
Stock options outstanding, weighted average exercise price | $ / shares	$ 3.46
Stock options exercisable, number of shares subject to options exercise | shares	35,000
Stock options exercisable, weighted average remaining contractural life (Years)	1 year 7 months 6 days
Stock options exercisable, weighted average exercise price | $ / shares	$ 3.46
$3.54 Per Share [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Stock options outstanding, number of shares subject to outstanding options | shares	1,225,000
Stock Options Outstanding, Weighted Average Contractural Life (years)	4 years 1 month 17 days
Stock options outstanding, weighted average exercise price | $ / shares	$ 3.54
Stock options exercisable, number of shares subject to options exercise | shares	1,225,000
Stock options exercisable, weighted average remaining contractural life (Years)	4 years 1 month 17 days
Stock options exercisable, weighted average exercise price | $ / shares	$ 3.54
$4.87 Per Share [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Stock options outstanding, number of shares subject to outstanding options | shares	110,000
Stock Options Outstanding, Weighted Average Contractural Life (years)	4 years 5 months 19 days
Stock options outstanding, weighted average exercise price | $ / shares	$ 4.87
Stock options exercisable, number of shares subject to options exercise | shares	110,000
Stock options exercisable, weighted average remaining contractural life (Years)	4 years 5 months 19 days
Stock options exercisable, weighted average exercise price | $ / shares	$ 4.87
$6.21 Per Share [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Stock options outstanding, number of shares subject to outstanding options | shares	110,000
Stock Options Outstanding, Weighted Average Contractural Life (years)	7 years 4 months 28 days
Stock options outstanding, weighted average exercise price | $ / shares	$ 6.21
Stock options exercisable, number of shares subject to options exercise | shares	110,000
Stock options exercisable, weighted average remaining contractural life (Years)	7 years 4 months 28 days
Stock options exercisable, weighted average exercise price | $ / shares	$ 6.21

v3.24.2

Stock Options (Details Narrative) - USD ($)			9 Months Ended
	Apr. 08, 2024	Feb. 05, 2024	May 31, 2024
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Grants totaling		3,623,000
Modification description		1) 90,000 options with a strike price of $4.87; 2) 1,033,000 options with a strike price of $3.54; and 3) 2,500,000 options with a strike price of $2.60 (collectively, the “New Grant”).
General and administrative expense			$ 26,750
Equity Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Closing stock option exercise price			$ 0.34
Outstanding options	1,250,000		1,250,000
Option exercise price			$ 0.34
Aggregate intrinsic value			$ 12,500
Aggregate intrinsic value of options vested			6,250
Exercise price	$ 0.33
Vesting term	5 years
Share based compensation expenses not yet recognized			$ 154,688
Share based compensation recognition period			9 months
Equity Option [Member] | Director [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Option forfeitures and cancellations			24,400
Unvested stock options			23,400
Options expired			1,000

v3.24.2

Transactions with Related Persons (Details Narrative) - Sierchio Law LLP [Member] - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	May 31, 2024	May 31, 2023	May 31, 2024	May 31, 2023	Aug. 31, 2023
Related Party Transaction [Line Items]
Fees for legal services and expense reimbursement	$ 78,663	$ 58,049	$ 203,098	$ 145,549
Related party payable	81,163		$ 81,163		$ 17,083
Legal service fee	78,663				14,583
Board fee	$ 2,500				$ 2,500

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