S-1/A: SolarWindow Files S-1/A for Resale, Highlights Pre-Revenue Status and Funding Needs

SolarWindow Technologies, Inc. filed an S-1/A amendment for the resale of over 25 million shares by existing stockholders, while emphasizing its pre-revenue stage, ongoing losses, and critical need for future financing to commercialize its transparent electricity-generating technology.

Summary

• SolarWindow Technologies, Inc. is a pre-revenue company developing proprietary transparent electricity-generating coatings, 'LiquidElectricity Coatings,' for glass and plastic surfaces.
• The company aims to transform ordinary surfaces into organic photovoltaic devices for architectural, automotive, agrivoltaics, aerospace, commercial transportation, and marine industries.
• The S-1/A filing is an amendment to a registration statement for the resale of up to 25,161,292 shares of common stock by selling stockholders; the company will not receive proceeds from these sales.
• The company may receive proceeds from the cash exercise of warrants, potentially totaling $5,912,904, which would be used for general corporate purposes, including working capital.
• SolarWindow reported a net loss attributable to common shareholders of $(570,758) for the three months ended November 30, 2025, and $(2,257,278) for the fiscal year ended August 31, 2025.
• Cash and cash equivalents stood at $5,898,000 as of November 30, 2025, with working capital of $5,811,267.
• Management believes current cash and short-term investments are sufficient for the next twelve months of projected product development and fabrication goals, but not necessarily for operations expansion beyond this period.
• The company has significant U.S. federal net operating loss carryforwards (NOLs) of $44,135,235 as of August 31, 2025, which began to expire in 2024 and may be subject to limitations.
• As of March 16, 2026, the closing price of the Common Stock on the OTCID was $0.40 per share.
• Kalen Capital Corporation, solely owned by Mr. Harmel S. Rayat, beneficially owns approximately 61.58% of the company's outstanding stock, giving him significant control over corporate decisions.
• Mr. Rayat was permanently enjoined from violating securities laws and acting as an officer or director of a public company, and barred from participating in penny stock offerings, as a result of a February 2024 settlement with the SEC.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this filing with a low sentiment score due to the company's pre-revenue status, consistent significant losses, and explicit need for substantial future financing, which collectively indicate high operational and financial risk despite promising technological advancements.

Positives

• Successfully applied LiquidElectricity Coatings to rigid flat glass, flexible glass, and plastics, demonstrating versatility.
• Developed a room temperature and ambient pressure fabrication process for flat glass, potentially offering manufacturing advantages over conventional high-temperature methods.
• LiquidElectricity Coatings on flat glass successfully processed through rigorous commercial autoclave systems for window glass lamination, maintaining power production.
• Glass panes with LiquidElectricity Coatings endured over 200 freeze/thaw cycles with favorable performance, indicating durability.
• Edge sealing processes and materials contribute to preventing moisture-related damage, an important feature for window applications.
• Achieved fully-solution processable methodology for both non-transparent and semi-transparent organic photovoltaic devices, offering potential for more economical and time-efficient manufacturing.
• Semi-transparent solar modules developed using LiquidElectricity Coatings could benefit the agrivoltaics market by generating electricity on greenhouse windows while optimizing light transmission.
• Discovered a new laser scribing methodology to enhance aesthetics by decreasing the appearance of scribe lines across modules.
• Maintains an international patent portfolio with 14 granted U.S. patents, 21 granted non-U.S. patents, and numerous pending applications, demonstrating a strong commitment to intellectual property.
• Cash and working capital are assessed by management as sufficient to meet current funding requirements over the next twelve months for projected product development and fabrication goals.
• Net loss from continuing operations decreased from $(3,047,466) in FY2024 to $(2,211,398) in FY2025.

Negatives

• The company is pre-revenue and has experienced significant losses since inception, with net losses of $(570,758) for Q3 2025 and $(2,257,278) for FY 2025.
• Expects to continue incurring losses and negative cash flows from operations for the foreseeable future.
• Current cash and short-term investments may not be sufficient to maintain or expand operations beyond the next twelve months, necessitating additional financing.
• Future equity or convertible debt financings will likely result in significant dilution for existing stockholders.
• Net operating loss carryforwards of $44,135,235 are subject to expiration and limitations under tax laws, potentially reducing future tax benefits.
• The development of novel technology carries inherent risks of failure to produce a commercially viable product or integrate into industrial processes.
• Operating in a highly fragmented and competitive market where competitors often have greater name recognition, established distribution networks, advanced technologies, and superior financial resources.
• Risk of technological changes rendering current products uncompetitive or obsolete, requiring significant ongoing R&D investment.
• Uncertainty regarding market acceptance for organic solar photovoltaic (OPV) light energy harvesting technologies.
• Business model relies heavily on difficult-to-execute licensing, joint ventures, collaborative R&D agreements, and acquisitions, which can disrupt operations.
• Lack of internal sales, marketing, and manufacturing experience, necessitating reliance on third-party partners.
• Informal cybersecurity processes and lack of specialized expertise at the management and board level expose the company to higher risks of material impact from cyber threats.
• The majority shareholder, Kalen Capital Corporation (controlled by Mr. Harmel S. Rayat), holds 61.58% of outstanding stock, concentrating control and potentially leading to decisions not aligned with other stockholders' interests.
• Mr. Harmel S. Rayat is permanently enjoined from violating securities laws and acting as an officer or director of a public company due to a settlement with the SEC.
• The company is not a fully reporting company under the Exchange Act Section 15(d), which could lead to reduced investor visibility if reporting obligations are suspended.
• Common Stock is quoted on the OTCID, a less desirable and less liquid marketplace, making it difficult for investors to obtain accurate quotations or sell shares.
• The stock price has been highly volatile, ranging from $0.01 to $39.20 per share, indicating significant investment risk.
• No dividends are anticipated for the foreseeable future, requiring investors to rely solely on stock price appreciation for returns.

Risks

• Failure to generate revenues and continued significant losses, with negative cash flows from operations expected for the foreseeable future.
• Insufficient cash and short-term investments to maintain or expand operations beyond the next twelve months, necessitating additional financing.
• Limitations on the ability to utilize net operating loss carryforwards due to expiration or tax law restrictions (e.g., Section 382, 80% taxable income limit).
• Requirement for additional financing in the future, which could lead to significant dilution for existing stockholders or involve restrictive debt covenants.
• Adverse conditions in the alternative energy industry or the global economy generally could negatively affect demand for products and financial results.
• Increase in raw material prices could adversely impact long-term profitability if costs cannot be hedged or passed on.
• Inherent risks of failure in developing novel technology, including not producing a commercially viable product or being unable to develop an industrial manufacturing process.
• Uncertainty in obtaining necessary regulatory and safe operation approvals for commercialization, which could delay or prevent profitability.
• Operating in a highly fragmented and competitive market with competitors possessing significant advantages in resources, technology, and market position.
• Technological changes could render products uncompetitive or obsolete, requiring substantial ongoing R&D investment.
• Failure of products to gain market acceptance due to factors like cost, quality, durability, or lack of government incentives.
• Organic solar photovoltaic (OPV) light energy harvesting technologies may not be suitable for widespread adoption, or demand may develop slower than anticipated.
• Inability to develop new products and services and adapt to evolving market and customer needs.
• Difficulties in executing growth strategies through licensing, joint ventures, collaborative R&D agreements, and acquisitions, which can disrupt business and dilute ownership.
• Exposure to product liability claims and other adverse effects due to defective products, design faults, or harm caused to persons and property.
• Lack of sales, marketing, and manufacturing experience, leading to reliance on third-party marketers whose efforts may not be successful or timely.
• Inability to integrate proprietary processes and/or technologies into an industrial manufacturing process.
• Exposure to security breaches or other disruptions due to informal cybersecurity processes and lack of specialized expertise, potentially harming reputation and business.
• Litigation and other legal proceedings (e.g., patent infringement, product liability, regulatory matters) could adversely affect business and divert management attention.
• Mergers of, or other strategic transactions by, competitors could weaken the company's competitive position or reduce revenue.
• Inadequate insurance coverage may not protect against all business risks, leading to substantial uninsured losses.
• Subject to complex and evolving U.S. and foreign laws and regulations regarding privacy, data use, content, competition, safety, consumer protection, and e-commerce, leading to compliance costs and potential penalties.
• Limitations on the effectiveness of internal controls, potentially leading to error or fraud.
• Products and their application will be subject to environmental, occupational safety & health regulations, as well as regulations dealing with harmful or hazardous materials, increasing compliance costs and liability risks.
• Additional compliance expense and potential liability for alleged violations of securities laws and regulations.
• Increased business and economic risks associated with potential expansion into foreign jurisdictions where the company has limited operating experience.
• Inability to develop, protect, and perfect rights in and to proprietary technology, including risks of patent invalidation, trade secret disclosure, and infringement by third parties.
• Confidentiality agreements with employees and others may not adequately prevent disclosure of trade secrets and other proprietary information.
• Inability to adequately protect intellectual property rights from infringement by unauthorized persons or competitors, especially in foreign jurisdictions.
• Risk of being accused of infringing the intellectual property rights of others, leading to costly litigation or licensing requirements.
• Failure to secure trademark registrations could adversely affect business and ability to market products.
• Patent applications may not result in issued patents, or issued patents may be challenged, invalidated, or circumvented.
• Changes in patent laws or interpretations could diminish the value of intellectual property rights.
• Dependence on hiring and retaining highly qualified management and technical personnel in a competitive industry.
• Directors' outside business activities may divert attention and efforts from the company's business objectives.
• Due to small size, officers and consultants have significant influence and access to sensitive information, posing a risk of "rogue" actions causing damage.
• Indemnification of officers and directors could result in substantial expenditures and inhibit actions against them.
• Not a fully reporting company under Exchange Act Section 15(d), potentially leading to reduced investor visibility if reporting obligations are suspended.
• Limited market for Common Stock on the OTCID, making it difficult for holders to sell shares or obtain accurate quotations.
• Potential for the Common Stock to be deemed a 'penny stock' if exemption criteria are no longer met, further limiting liquidity.
• FINRA sales practice requirements may limit stockholders' ability to buy and sell Common Stock, depressing its price and liquidity.
• The trading price of Common Stock has been and will likely continue to be highly volatile.
• Lack of or unfavorable research coverage by securities or industry analysts could negatively affect stock price and trading volume.
• The sale or availability for sale of substantial amounts of Common Stock (e.g., from the resale offering or Rule 144) could adversely affect market price.
• Adverse publicity about the company or its brands, including through social media, could damage reputation and business operations.
• As a smaller reporting company, modified disclosure requirements may make the Common Stock less attractive to investors.
• Sales of restricted shares may adversely affect the company's ability to raise future funds.
• Concentration of ownership by Kalen Capital Corporation (61.58%) gives Mr. Harmel S. Rayat significant control, potentially conflicting with other stockholders' interests and discouraging potential acquirers.
• The company is a 'controlled company,' which allows it to rely on exemptions from certain corporate governance requirements (if listed on Nasdaq), potentially reducing protections for stockholders.
• Compliance with rules requiring corporate governance measures (e.g., SOX 404(b) auditor attestation if thresholds are met) could result in additional expenses and divert management time.
• Outstanding options (5,241,000 shares) and warrants (29,247,313 shares) could lead to significant dilution upon exercise.
• The Board is authorized to issue preferred stock with greater rights than common stock, potentially diluting or adversely affecting common stockholders.

Future Outlook

The company anticipates significant further product development, fabrication, testing, and validation for its SolarWindow technologies. It plans to seek technology and product licensing, joint venture arrangements, and manufacturing process integration relationships with commercial partners and industry organizations. Management expects to increase investments in product and brand development and will evaluate opportunistic acquisition opportunities. The company is committed to improving its cybersecurity posture, including establishing a formal risk assessment process and engaging cybersecurity expertise. Additional financing will be necessary to expand operations and achieve commercialization.

Management Comments

• Management believes that cash on hand should be sufficient to enable continued operations over the next twelve months following the issuance of this Prospectus, based on current and near-term anticipated levels of operations and expenditures.
• Management recognizes that in order for us to meet our capital requirements, and continue to operate, additional financing will be necessary.
• We expect to raise additional funds through private or public equity investment in order to expand the range and scope of our business operations.
• We believe that a variety of competing solar and alternative or renewable energy technologies are in various stages of development by other companies that could result in lower manufacturing costs and/or higher product performance than those expected for products based on our technologies.
• We believe that the rising demand for electric propulsion and autonomous piloting in these segments presents a timely opportunity for our electricity-generating technologies.

Industry Context

StockSavvy.ai notes that SolarWindow Technologies operates in the nascent but rapidly evolving organic photovoltaic (OPV) and broader alternative/renewable energy sectors. The market for OPV products is emerging and generally unproven, with widespread adoption contingent on factors like cost-effectiveness, performance, durability, and government incentives. The company faces intense competition from established players, research institutions, and universities, many of whom possess significantly greater financial and technological resources. The company's collaboration with the U.S. Department of Energy's National Renewable Energy Laboratory (NREL) is a positive, aligning with industry efforts to advance sustainable energy solutions. However, the inherent risks of novel technology development and market acceptance are substantial in this competitive landscape.

Comparison to Industry Standards

• SolarWindow's pre-revenue status and ongoing significant losses are typical for early-stage technology development companies in highly innovative and capital-intensive fields like transparent solar, similar to many biotech or deep-tech startups that require extensive R&D before commercialization.
• The company's reliance on external financing and the potential for significant dilution are standard challenges faced by companies at this stage, comparable to other emerging energy technology firms seeking to scale their operations.
• The collaboration with a respected institution like NREL is a strong indicator of scientific rigor and aligns with industry best practices for advanced materials and energy research, similar to partnerships seen with other cleantech innovators.
• The competitive landscape, including companies like ONYX Solar, Next Energy Technologies, Ubiquitous Energy, and Heliatek, reflects the fragmented and competitive nature of the solar and energy harvesting market, where many players are vying for market share with diverse technologies.
• The volatility of SolarWindow's stock price on the OTCID is characteristic of small-cap, speculative technology companies not yet listed on major exchanges, often exhibiting higher risk and lower liquidity compared to established industry leaders like First Solar (FSLR) or Enphase Energy (ENPH) on national exchanges.

Management Changes

Corporate Governance

Legal Proceedings

• The company is not party to nor aware of any material pending lawsuit, litigation, or proceeding.
• Mr. Harmel S. Rayat, the sole owner of Kalen Capital Corporation (which controls 61.58% of the company's stock), entered into a settlement agreement with the SEC on February 27, 2024. This settlement permanently enjoins him from violating Section 17(a) of the Securities Act and Sections 10(b) and 20(b) of the Exchange Act, prohibits him from acting as an officer or director of a public company, and bars him from participating in the offering of any penny stock. He was also ordered to pay disgorgement, prejudgment interest, and a civil penalty totaling $2,748,310. The company was not a party to this SEC case.

Related Party Transactions

• Joseph Sierchio, a director, is the principal of Sierchio Law, LLP, which serves as the company's general corporate counsel and provided the legal opinion for this registration statement. He also beneficially owns 1,681,567 shares of common stock.
• Kalen Capital Corporation, a private Alberta corporation wholly owned by Mr. Harmel S. Rayat, beneficially owns 50,705,598 shares (61.58%) of the company's outstanding common stock.
• Francisco Javier Bono Perez, a director, wholly owns Silica Holding B.V., which beneficially owns 6,451,612 shares (9.35%) of the company's common stock.
• Mike Herman beneficially owns 6,451,612 shares (9.35%) of the company's common stock.
• Sonia Gurdeesh Kaur Bains and Jason Gurpaul Singh Bains each beneficially own 4,032,258 shares (5.95%) of the company's common stock.
• Jatinder S. Bhogal beneficially owns 3,713,000 shares (5.35%) of the company's common stock.
• Amit Singh, President, CEO, and Director, received an annual base salary of $240,000 in fiscal 2025 and a non-statutory stock option for 500,000 shares in fiscal 2024. Previously, Damaak Group, LLC (wholly owned by Mr. Singh) received a monthly fee of $15,000 under a Business Consulting Agreement.
• Justin Frere, Interim Chief Financial Officer and Secretary, received a salary of $96,260 in fiscal 2025 and a non-statutory stock option for 75,000 shares in fiscal 2024.
• Non-employee directors (Joseph Sierchio, Robert Levine, Timothy Bullinger) received cash compensation of $10,000 each in fiscal 2025. In fiscal 2024, they received cash compensation ($10,000 for Sierchio/Levine, $5,000 for Bullinger) and stock options with an aggregate grant date fair value of $66,000 each.
• An Amendment to the Separation and Release of Claims Agreement was dated February 1, 2023, by and among SolarWindow Technologies, Inc., Vector Asset Management, Inc., and Jatinder S. Bhogal for consulting services.
• An Assignment and Assumption Agreement was made effective May 1, 2024, by and among Knox Financial Group Ltd, Vector Asset Management Inc., Jatinder S. Bhogal, and SolarWindow Technologies, Inc., assigning the consulting agreement to Knox Financial Group with Mr. Bhogal as the designated consultant.

Stakeholder Impact

• **Shareholders:** Face significant potential dilution from future equity raises and warrant exercises. The stock's trading on the OTCID presents limited liquidity and high volatility. The concentrated ownership by Kalen Capital Corporation (Mr. Rayat) means other shareholders have limited influence over corporate decisions. No dividends are expected, requiring reliance on capital appreciation.
• **Employees/Consultants:** The company's success depends on attracting and retaining highly qualified technical and management personnel. Stock options are a component of compensation, aligning interests with company performance.
• **Customers:** Future customers in architectural, automotive, and agrivoltaics markets will be impacted by the successful commercialization, cost-effectiveness, performance, and market acceptance of LiquidElectricity Coatings.
• **Creditors:** Any future debt financing could involve restrictive covenants, impacting the company's operational flexibility and ability to raise additional capital.
• **Regulatory Bodies:** The company is subject to SEC reporting requirements, environmental, occupational safety & health regulations, and other compliance obligations. Failure to comply could result in fines, penalties, and operational disruptions.

Next Steps

• Conduct significant further product development, fabrication, testing, and validation of SolarWindow technologies.
• Seek technology, product licensing, and joint venture arrangements with research institutions, commercial partners, and manufacturing facilities.
• Actively pursue manufacturing process integration relationships with commercial partners and industry organizations.
• Ascertain the viability of current technologies and products under development.
• Increase investments in product and brand development.
• Evaluate potential acquisition opportunities for complementary businesses, technologies, or specialized employees.
• Augment the management team with experienced and effective talent to advance product development, monetize intellectual property, and raise capital.
• Develop a formal cybersecurity framework and risk assessment process.
• Engage cybersecurity expertise, potentially by hiring or consulting with professionals, to guide strategy and enhance management's role.
• Review Board oversight for cybersecurity risks and consider educational opportunities for management and Board members.

Key Dates

Recommendation

The company is in a pre-revenue stage with a history of significant and ongoing net losses, coupled with negative cash flow from operations. It explicitly states the need for substantial additional financing beyond the next 12 months, which will likely lead to further shareholder dilution. While the technology shows promise, commercialization is highly uncertain, faces intense competition, and is subject to numerous operational and market risks. The controlling shareholder's past regulatory issues and the stock's trading on a less liquid market (OTCID) add layers of risk. Given these factors, a seasoned investor would likely recommend selling due to the high speculative nature and significant downside risks.

Keywords

SolarWindow, LiquidElectricity, transparent solar, organic photovoltaic, OPV, renewable energy, cleantech, energy harvesting, smart glass, building integrated photovoltaics, BIPV, agrivoltaics, NREL, S-1/A, SEC filing, WNDW, pre-revenue, dilution, warrants, stock options