10-K: SolarWindow Technologies Reports FY25 Losses, Advances Coatings

SolarWindow Technologies, a pre-revenue company, reported a reduced net loss for fiscal year 2025 while advancing its transparent electricity-generating coatings and securing new financing.

Summary

• SolarWindow Technologies is a pre-revenue company focused on developing proprietary transparent electricity-generating coatings, referred to as LiquidElectricity Coatings.
• The company reported a net loss attributable to common shareholders of $2,257,278 for the fiscal year ended August 31, 2025, a significant reduction from $3,455,415 in the prior fiscal year.
• Cash and cash equivalents increased to $6,555,642 as of August 31, 2025, compared to $1,249,446 at August 31, 2024.
• Working capital stood at $6,407,990 as of August 31, 2025.
• In 2024, SolarWindow successfully scaled its fully-solution processable coatings and methodology onto substrates, simultaneously increasing power conversion efficiency and maintaining high visible light transmission and optical clarity.
• A new laser scribing methodology was discovered in 2024 to decrease the appearance of scribe lines across modules.
• The company completed a private placement in June 2025, raising $3,900,000 in aggregate proceeds by issuing 12,580,645 units, each consisting of one common stock share and one Series U Stock Purchase Warrant.
• The British Columbia Securities Commission (BCSC) Cease Trade Order (CTO) issued on January 10, 2023, was revoked effective May 7, 2025.
• The Korean Subsidiary was officially discontinued on October 28, 2025, resulting in a $76,702 loss from discontinued operations in FY2025.
• Management believes current cash on hand is sufficient to meet funding requirements for the next twelve months.

Sentiment

Score: 6

Explanation: While the company remains pre-revenue and faces significant inherent risks associated with novel technology development and market adoption, the substantial reduction in net loss, improved cash position, successful capital raise, and continued technological advancements (scaling, new scribing methodology) indicate positive momentum in its development phase. The revocation of the BCSC CTO is also a positive regulatory development. However, the inherent risks of a pre-commercialization company and reliance on future financing temper the overall sentiment, suggesting cautious optimism.

Positives

• Net loss attributable to common shareholders decreased by approximately 34.7% from $3,455,415 in FY2024 to $2,257,278 in FY2025.
• Cash and cash equivalents significantly increased to $6,555,642 as of August 31, 2025, from $1,249,446 in FY2024.
• Working capital improved to $6,407,990 as of August 31, 2025.
• Successful scaling of fully-solution processable coatings in 2024 led to increased power conversion efficiency and maintained high visible light transmission and optical clarity.
• Discovery of a new laser scribing methodology in 2024 is expected to improve the aesthetic appearance of modules.
• A private placement in June 2025 successfully raised $3,900,000, enhancing the company's liquidity.
• The British Columbia Securities Commission (BCSC) Cease Trade Order (CTO) dated January 10, 2023, was revoked effective May 7, 2025, removing a regulatory hurdle.
• Management assesses that current cash and short-term investments are sufficient to meet funding requirements for the next twelve months.

Negatives

• The company has not generated any revenue since inception and expects to continue incurring losses and negative cash flows for the foreseeable future.
• Significant capital outlays and operating expenditures are anticipated to increase as the company moves into advanced stages of product development and fabrication.
• Future financing is necessary for commercialization, and there is no assurance that such funding will be available on commercially reasonable terms or at all.
• U.S. federal net operating loss carryforwards of $44,135,235 as of August 31, 2025, may be subject to limitations under Section 382 of the Internal Revenue Code and the Tax Cuts and Jobs Act, potentially expiring unused.
• The company lacks formal processes for assessing, identifying, and managing material risks from cybersecurity threats, and its CEO does not have specialized cybersecurity training, posing a higher risk of material impact from cyber threats.
• Due to the company's small size, officers and consultants have significant influence and access to sensitive information, creating a risk of damage if an individual acts contrary to company interests.
• Directors engage in outside business activities, which may divert their attention and efforts from the company's business objectives.
• The company is not a fully reporting company under the Securities Exchange Act of 1934, which may result in reduced investor visibility.
• Common stock is quoted on the OTCID, which is generally considered a less desirable and less liquid marketplace.
• Kalen Capital Corporation's beneficial ownership of approximately 61.58% makes the company a 'controlled company,' potentially limiting the influence of other stockholders.
• The company recognized a $76,702 loss from the discontinued operations of its Korean Subsidiary in FY2025.

Risks

• Failure to generate revenues and continued significant losses and negative cash flows from operations.
• Requirement for additional financing in the future to maintain and expand operations, with no assurance of obtaining such financing on favorable terms or at all.
• Potential significant dilution to existing stockholders from future issuances of equity or convertible debt securities.
• Inability to accurately predict the amount of funding or time required to successfully commercialize the technology, potentially leading to insufficient funding.
• Adverse conditions in the alternative energy industry or the global economy could negatively impact operations and stock price.
• Increases in raw material prices could negatively affect long-term profitability.
• Inherent risks of failure in developing novel technology, including not producing a commercially viable product or failing to develop an industrial manufacturing process.
• Uncertainty of success in research and development activities, potentially leading to an inability to generate revenues.
• Failure to obtain necessary regulatory and safe operation approvals for commercialization.
• Operating in a highly fragmented and competitive market where competitors have greater resources, experience, and established market positions.
• Technological changes could render products uncompetitive or obsolete, preventing market share and sales.
• Failure of products to gain market acceptance due to various factors, including cost, quality, and competition.
• Organic solar photovoltaic light energy harvesting technologies may not be suitable for widespread adoption or sufficient demand may not develop.
• Business model relies on licensing, joint ventures, collaborative research, and acquisitions, which may be difficult to execute, disrupt business, or impair results.
• 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, necessitating reliance on third-party marketers.
• Inability to integrate processes and/or technologies into a manufacturing process necessary to produce a manufacturable product.
• Exposure to liability from security breaches or other disruptions due to informal cybersecurity processes.
• Litigation and other legal proceedings could adversely affect business, financial condition, and results of operations.
• Mergers or strategic transactions by competitors could weaken the company's competitive position or reduce revenue.
• Insurance coverage may not be adequate to protect against all business risks.
• Subject to complex and evolving U.S. and foreign laws and regulations regarding privacy, data use, data protection, content, competition, safety, and consumer protection.
• Limitations on the effectiveness of internal controls over financial reporting.
• Products or their application will be subject to environmental, occupational safety & health regulations, as well as regulations dealing with harmful or hazardous materials.
• Additional compliance expense and potential liability for alleged violations of securities laws and regulations.
• Risks associated with possible expansion into foreign jurisdictions where the company has limited operating experience.
• Inability to develop, protect, and perfect rights in and to proprietary technology, including patent invalidation, trade secret disclosure, and infringement claims by third parties.
• Costly and time-consuming litigation may be necessary to enforce and determine the scope of proprietary rights.
• Inability to adequately prevent disclosure of trade secrets and other proprietary information.
• Pending or future patent applications may not result in issued patents, or issued patents may be challenged or invalidated.
• Dependence on hiring and retaining highly qualified management and technical personnel.
• Significant influence of officers and consultants due to small size and access to sensitive information, posing a risk of 'rogue' actions.
• Indemnification of officers and directors may result in substantial expenditures for the company.
• Limited market for common stock on the OTCID, making it difficult for holders to sell shares.
• Potential for common stock to be deemed a 'penny stock,' further limiting liquidity.
• FINRA sales practice requirements may limit stockholders' ability to buy and sell common stock.
• Volatility in the trading price of common stock.
• Lack of securities or industry analyst coverage could negatively affect stock price and trading volume.
• Sale or availability for sale of substantial amounts of common stock could adversely affect market price.
• Adverse publicity could damage reputation and business operations.
• Utilization of modified disclosure requirements as a smaller reporting company may make common stock less attractive to investors.
• Dilution of ownership interest from outstanding options and warrants.
• Potential issuance of preferred stock with greater rights than common stock.
• Compliance with changing laws and rules regarding corporate governance and public disclosure may result in additional expenses.
• No intention to pay dividends for the foreseeable future, requiring investors to rely on stock price appreciation.

Future Outlook

The company anticipates increasing capital outlays and operating expenditures over the next several years as it works to expand commercial activities, development, manufacturing operations, and infrastructure, and to effect opportunistic acquisitions. It expects to raise additional funds through private or public equity investment to sustain and expand operations, fund acquisitions, and increase sales and marketing efforts. The Cooperative Research and Development Agreement (CRADA) with NREL has been extended to December 31, 2028, indicating continued long-term research and development efforts. The company plans to develop a formal cybersecurity framework and engage cybersecurity expertise to improve its posture.

Management Comments

• Management 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.
• 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 are committed to improving our cybersecurity posture as our resources allow.

Industry Context

SolarWindow Technologies operates in the highly competitive and rapidly evolving solar photovoltaic and alternative/renewable energy industries. The company is developing novel transparent electricity-generating coatings for various applications, including architectural, automotive, agrivoltaic, aerospace, commercial transportation, and marine sectors. It aims to capitalize on the rising demand for electric propulsion and smart farming. The market for organic photovoltaic (OPV) solar-energy related products is described as emerging, rapidly evolving, and generally unproven, with success being uncertain. The company faces competition from numerous entities, including major universities and research institutions, many of which possess substantially greater resources and established market positions.

Comparison to Industry Standards

• The company states that based on its market research, there are no commercially marketed electricity-generating products available in the United States that provide the functionality, features, aesthetics, and adaptability of its LiquidElectricity Coatings.
• Competitors mentioned include ONYX Solar, Next Energy Technologies, Solarmer Organic Optoelectronics Technology (Beijing) Co., Ltd., Ubiquitous Energy, Heliatek, Sunew Filmes Fotovoltaicos Impressos S.A., and ASCA GmbH, which are developing various solar cell technologies.
• The company acknowledges that many competitors have significantly greater name recognition, established distribution networks, more advanced technologies, additional product lines, and greater financial and human resources for product development, marketing, and patent litigation.

Management Changes

Corporate Governance

Legal Proceedings

• The company is not a party to nor aware of any material pending lawsuit, litigation, or proceeding.
• Harmel S. Rayat, who wholly owns Kalen Capital Corporation (beneficial owner of 61.58% of the company's stock), was subject to an SEC enforcement action. A judgment was issued on February 27, 2024, permanently enjoining him from violating certain securities acts, prohibiting him from acting as an officer or director of a public company, and barring him from participating in penny stock offerings. The company itself was not a party to this SEC case.

Related Party Transactions

• Joseph Sierchio, a director, serves as the company's general counsel through Sierchio Law, LLP, billing at $750 per hour. Fees totaled $261,218 in FY2025 and $263,403 in FY2024.
• A related party payable to Sierchio Law, LLP was $54,625 as of August 31, 2025, and $40,225 as of August 31, 2024, including legal services and quarterly board fees.
• The company's corporate office is provided free from rent by a shareholder.

Stakeholder Impact

• **Shareholders**: Potential for dilution from future equity raises, continued stock price volatility, and limited liquidity due to OTCID trading. The significant ownership by Kalen Capital Corporation (controlled by Mr. Rayat) means Mr. Rayat can exercise substantial control over corporate decisions, potentially impacting other shareholders' influence. However, reduced losses and successful financing are positive for shareholder value.
• **Employees and Consultants**: Continued employment and opportunities for stock option grants. The small size of the company means officers and consultants have significant influence and access to sensitive information, posing a risk if individuals act contrary to company interests.
• **Customers (future)**: Potential for innovative electricity-generating products across various industries (architectural, automotive, agrivoltaic, etc.) once commercialized.
• **Creditors**: Improved cash and working capital position reduces immediate credit risk, but the company's pre-revenue status and ongoing need for financing present long-term credit considerations.
• **Regulatory Bodies**: The company is subject to SEC reporting requirements and has addressed the BCSC Cease Trade Order. Ongoing compliance with environmental, occupational safety & health regulations, and securities laws is critical for future operations and product commercialization.

Next Steps

• Conduct significant further product development, equipment requisition, product fabrication, testing, and validation.
• Seek technology, product licensing, and joint venture arrangements with research institutions, commercial partners, manufacturing and fabrication facilities, and organizations with established market reach.
• Evaluate acquisition opportunities and opportunities to make investments in complementary businesses, technologies, services, or products, or to enter into strategic partnerships.
• Augment the management team with experienced and effective talent to advance product development, monetize intellectual property, implement sales and marketing plans, and raise capital.
• Develop a formal cybersecurity framework and establish a formal risk assessment process to identify vulnerabilities.
• Consider hiring or consulting with cybersecurity professionals to guide the cybersecurity strategy.
• Review Board oversight of cybersecurity risks to ensure appropriate governance is established.
• Enhance the role of day-to-day management of cybersecurity or outsource to professionals with specific cybersecurity expertise.

Key Dates

Recommendation

The company shows promising technological advancements, including scaling its coatings and developing new laser scribing methodologies, which are crucial for future commercialization. Financially, it has significantly reduced its net loss and substantially improved its cash position through a successful private placement, providing liquidity for the next twelve months. The revocation of the BCSC cease trade order is also a positive regulatory development. However, SolarWindow Technologies remains a pre-revenue company with substantial future funding requirements for full commercialization, operates in a highly competitive and evolving market, and faces inherent risks associated with novel technology development and intellectual property protection. The concentration of ownership and trading on the OTCID also present challenges. Given the progress but also the significant remaining hurdles to commercialization and profitability, a 'hold' recommendation is appropriate for investors who are already exposed and believe in the long-term potential, while new investors should approach with caution due to the speculative nature.

Keywords

SolarWindow, LiquidElectricity Coatings, transparent solar, organic photovoltaics, OPV, renewable energy, clean technology, NREL, energy harvesting, smart greenhouses, architectural glass, automotive solar, SEC 10-K, financial reporting, corporate governance, risk factors, capital raise