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

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

~~Nevada~~		~~59-3509694~~
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

~~10632 Little Patuxent Parkway,~~430 Park Avenue, Suite ~~406~~ 702
~~Columbia~~~~, Maryland~~ New York, NY		~~21044~~ 10022
(Address of principal executive offices)		(Zip Code)

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 x ☒ No o☐

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ 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 ~~and post~~ such files). Yes x ☒ No o☐

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”,~~filer,” “smaller reporting ~~company”~~company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 o ☐ No x☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: ~~36,249,544~~53,196,799 shares of common stock, par value $0.001, were outstanding on ~~January 10, 2018.~~March 31, 2021.

For the Quarterly Period Ended ~~November 30~~~~, 2017~~February 28, 2021

SOLARWINDOW TECHNOLOGIES, INC.

CONSOLIDATED BALANCE SHEETS

November 30,

August 31,

2017

2017

(Unaudited)

ASSETS
Current assets

Cash and cash equivalents

$ 2,802,044

$ 670,853

Deferred research and development costs

92,338

91,204

Prepaid expenses and other current assets

48,480

16,698

Total current assets

2,942,862

778,755

Equipment, net of accumulated depreciation of $57,017 and $53,181, respectively

49,116

52,953

Total assets

$ 2,991,978

$ 831,708

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities

Accounts payable and accrued expenses

$ 310,295

$ 230,184

Total current liabilities

310,295

230,184

Bridge note payable to related party

600,000

600,000

Convertible promissory note payable to related party, net of discount of $1,142,495 and $413,377, respectively

1,857,505

2,586,623

Interest payable to related party

1,140,393

1,046,377

Total long term liabilities

3,597,898

4,233,000

Total liabilities

3,908,193

4,463,184

Commitments and contingencies

Stockholders' equity (deficit)

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, 35,900,419 and 34,329,691 shares issued and outstanding at November 30, 2017 and August 31, 2017, respectively.

35,900

34,330

Additional paid-in capital

40,776,790

35,363,946

Retained deficit

(41,728,905 )

(39,029,752 )
Total stockholders' equity (deficit)

(916,215 )

(3,631,476 )
Total liabilities and stockholders' equity (deficit)

$ 2,991,978

$ 831,708

SOLARWINDOW TECHNOLOGIES, INC.

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

^(a) Amounts include translation of subsidiary financial statements from South Korean Won to the U.S. dollar.

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

SOLARWINDOW TECHNOLOGIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

FOR THE THREE MONTHS ENDED NOVEMBER 30, 2017 AND 2016

Three Months Ended
November 30,

2017

2016

Revenue

$ -

$ -

Operating expense

Selling, general and administrative

1,841,227

1,044,345

Research and product development

418,763

237,787

Total operating expense

2,259,990

1,282,132

Loss from operations

(2,259,990 )

(1,282,132 )

Other income (expense)

Interest expense

(94,016 )

(76,338 )
Accretion of debt discount

(345,147 )

(364,059 )
Total other income (expense)

(439,163 )

(440,397 )

Net loss

$ (2,699,153 )

$ (1,722,529 )

Basic and Diluted Loss per Common Share

$ (0.08 )

$ (0.06 )

Weighted average number of common shares outstanding - basic and diluted

35,373,077

28,566,605

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

SOLARWINDOW TECHNOLOGIES, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (Unaudited)

FOR THE THREE MONTHS ENDED NOVEMBER 30, 2017 AND YEAR ENDED AUGUST 31, 2017

Common Stock

Additional
Paid-in

Retained

Total
Stockholders' Equity

Shares

Amount

Capital

Deficit

(Deficit)

Balance, August 31, 2016

28,500,221

$ 28,500

$ 33,729,715

$ (33,676,327 )

$ 81,888

July 2017 Private Placement units issued

300,000

300

689,700

-

690,000

Stock based compensation related to stock issuances

138,904

139

448,463

-

448,602

Exercise of warrants for cash

129,000

129

301,731

-

301,860

Exercise of warrants on a cashless basis

5,215,046

5,215

(5,215 )

-

-

Exercise of stock options on a cashless basis

46,520

47

(47 )

-

-

Stock based compensation due to common stock purchase options

-

-

199,599

-

199,599

Net loss for the nine months ended August 31, 2017

-

-

-

(5,353,425 )

(5,353,425 )
Balance, August 31, 2017

34,329,691

34,330

35,363,946

(39,029,752 )

(3,631,476 )

September 2017 Private Placement units issued

821,600

822

2,554,354

-

2,555,176

Stock based compensation related to stock issuances

210,000

210

1,022,490

-

1,022,700

Exercise of warrants for cash

80,000

80

247,920

-

248,000

Exercise of warrants on a cashless basis

379,880

379

(379 )

-

-

Exercise of stock options on a cashless basis

79,248

79

(79 )

-

-

Stock based compensation due to common stock purchase options

-

-

514,273

-

514,273

Discount on convertible promissory note due warrant modifications

-

-

1,074,265

-

1,074,265

Net loss for the three months ended November 30, 2017

-

-

-

(2,699,153 )

(2,699,153 )
Balance, November 30, 2017

35,900,419

$ 35,900

$ 40,776,790

$ (41,728,905 )

$ (916,215 )

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

SOLARWINDOW TECHNOLOGIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

FOR THE THREE MONTHS ENDED NOVEMBER 30, 2017 AND 2016

Three Months Ended
November 30,

2017

2016

Cash flows from operating activities

Net loss

$ (2,699,153 )

$ (1,722,529 )
Adjustments to reconcile net loss to net cash flows from operating activities

Depreciation

3,837

2,279

Stock based compensation expense

1,536,973

492,200

Accretion of debt discount

345,147

364,059

Changes in operating assets and liabilities:

Decrease (increase) in deferred research and development costs

(1,134 )

120,046

Decrease (increase) in prepaid expenses and other current assets

(31,782 )

(10,618 )
Increase (decrease) in accounts payable and accrued expenses

80,111

(47,482 )
Increase (decrease) in interest payable

94,016

74,885

Net cash flows from operating activities

(671,985 )

(727,160 )

Cash flows from financing activities

Proceeds from the issuance of equity securities

2,803,176

-

Repayment of promissory note

-

(18,146 )
Net cash flows from financing activities

2,803,176

(18,146 )

Change in cash and cash equivalents

2,131,191

(745,306 )

Cash and cash equivalents at beginning of period

670,853

2,509,215

Cash and cash equivalents at end of period

$ 2,802,044

$ 1,763,909

Supplemental disclosure of cash flow information:

Interest paid in cash

$ -

$ 1,453

Income taxes paid in cash

$ -

$ -

Supplemental disclosure of non-cash transactions:

Discount on convertible promissory note due to to warrant modifications

$ 1,074,265

$ -

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

NOTE 1 – Basis of Presentation ~~Organization, Recent Accounting Pronouncements~~ and ~~Going Concern~~Organization

The accompanying unaudited interim consolidated financial statements of SolarWindow Technologies, Inc. ~~(the~~and its controlled subsidiary companies (collectively, the “Company”) as of ~~November 30, 2017,~~February 28, 2021, and for the three and six months ended February 28, 2021 and February 29, 2020 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, 2020 included in our Annual Report on Form 10-K filed with the SEC on November ~~30, 2017 and 2016,~~10, 2020.

The accompanying unaudited interim Consolidated Financial Statements have been prepared in accordance with ~~generally accepted accounting principles (“~~U.S. GAAP,”) which requires management to make estimates and assumptions that affect amounts reported in the ~~United States for~~Consolidated Financial Statements and accompanying disclosures. Actual results may differ from those estimates. The accompanying unaudited interim consolidated financial ~~reporting and include~~statements have been prepared on the ~~Company’s wholly-owned subsidiaries, Kinetic Energy Corporation (“~~~~KEC~~~~”), and New Energy Solar Corporation (“~~~~New Energy Solar~~~~”). Accordingly, they do not include all of~~same basis as the ~~disclosures required by accounting principles generally accepted in the United States for complete~~audited financial statements and ~~should be read~~include all adjustments (including normal recurring adjustments) that are, in conjunction with the audited consolidated financial statements and notes thereto for the year ended August 31, 2017, as filed with the Securities and Exchange Commission as part of the Company’s Form 10-K. In the opinion of management, ~~all adjustments (consisting only of normal recurring adjustments) considered~~ necessary for a fair presentation of the ~~interim~~Company’s consolidated financial ~~information have been included.~~position as of February 28, 2021, results of operations, stockholders’ equity and cash flows for the three and six months ended February 28, 2021 and February 29, 2020. 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.

SolarWindow Technologies, Inc. was incorporated in the State of Nevada on May 5, ~~1998, under the name “Octillion Corp.”~~1998. On ~~December 2, 2008,~~August 24, 2020, the Company ~~amended its Articles~~formed wholly owned SolarWindow Asia (USA) Corp. as the holding company for SolarWindow Asia Co. Ltd., (collectively “SolarWindow Asia”) a company formed in the Republic of ~~Incorporation to effect a change~~Korea for the purpose of ~~name to New Energy Technologies, Inc. Effective as of March 9, 2015,~~expansion into the ~~Company amended its Articles of Incorporation to change its name to SolarWindow Technologies, Inc. to align the company name with its brand identity. The Company’s ticker symbol changed to WNDW.~~

The Company has been developing two sustainable electricity generating systems. These novel technologies are branded as SolarWindow™ and MotionPower™. On March 2, 2015, the Company announced its exclusive focus on SolarWindow™.

~~The Company’s~~Asian markets. SolarWindow™ technology ~~provides the ability to harvest~~harvests light energy from the sun and from artificial light sources, ~~and generate~~by generating electricity from a transparent coating of organic photovoltaic (“OPV”) solar cells, applied to glass and plastics, thereby creating a “photovoltaic” effect. Photovoltaics are best known as a method for generating electric power by using solar cells to convert energy from the sun into a flow of electrons. Typically, conventional PV power is generated by making use of solar modules composed of a number of cells containing PV and electricity-conducting materials. These materials are usually opaque (i.e., not see-through) and only effectively generate electricity with sun light. The Company’s researchers have replaced these materials with compounds that allow our SolarWindow™ technology to remain see-through or “transparent,” while generating electricity when exposed to either sun or artificial light.ticker symbol is WNDW.

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 February 28, 2021, the Company had $13,477,264 of cash and cash equivalents and short term investments on hand and working capital of $13,883,909. The Company believes that it currently has sufficient cash to meet its funding requirements over the next twelve months following the issuance of this Quarterly Report on Form 10-Q. However, the Company has experienced and continues to experience negative cash flows from operations, as well as an ongoing requirement for substantial additional capital investment. The Company expects that it may need to raise additional capital to accomplish its business plan. 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 or terms upon which such financing and capital might be available.

Information regarding the Company’s ~~SolarWindow™ product development programs involve ongoing product development efforts,~~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, 2020. 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.

The Company’s quarterly periods end on November 30, February 28, May 31, and August 31. The Company’s second quarter in fiscal 2021 and 2020 ended on February 28, 2021 and February 29, 2020, respectively.

These consolidated financial statements presented are those of SolarWindow Technologies, Inc. and its wholly owned subsidiaries, SolarWindow Asia (USA) Corp., and SolarWindow Asia Co. Ltd. All significant intercompany balances and transactions have been eliminated.

The Consolidated Financial Statements above include the results of operations for SolarWindow Asia from the date of its operations beginning in September 2020. During our fiscal quarter ended November 30, 2020, the Company made its initial capital infusion of $831,000 to SolarWindow Asia.

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 ~~commitment~~reported amounts of revenues and expenses during the accounting period. The Company considers its accounting policies relating to stock based compensation to be the most significant ~~resources to support~~accounting policy that involves management estimates and judgments. The Company has made accounting estimates based on the ~~extensive invention, design, engineering, testing, prototyping,~~facts and ~~intellectual property initiatives carried-out by~~circumstances available as of the reporting date. Actual amounts could differ from these estimates, and such differences could be material.

Cash and cash equivalents include cash on hand and highly liquid investments with original maturities of three months or less from the date of purchase.

The Company determines the balance sheet classification of its ~~contract engineers, scientists,~~investments at the time of purchase and ~~consultants. The Company’s activities~~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 ~~subject to significant risks~~carried at cost, which approximates fair value and ~~uncertainties, including, but not limited to,~~are recorded in the ~~Company’s failure to secure, on a timely basis, adequate additional funding to commercialize its SolarWindow™ technology or~~consolidated balance sheets in short-term investments. As of February 28, 2021, the ~~development~~short-term investment consists of a ~~similar technology and products, by existing or potential future competitors, who may gain earlier market entry or greater market acceptance than~~fixed-term deposit with a twelve month maturity at the ~~Company’s technology and products.~~time of purchase on October 1, 2020.

In ~~March 2016,~~December 2019, the Financial Accounting Standards Board (“~~FASB~~”)(FASB) issued Accounting Standards Update (“(ASU) 2019-12, Income Taxes – Simplifying the Accounting for Income Taxes. The guidance removes certain exceptions for recognizing deferred taxes for equity method investments, performing intra period allocation, and calculating income taxes in interim periods. The ASU~~”) No. 2016-09, “Compensation-Stock Compensation: Improvements~~ also adds guidance to ~~Employee Share-Based Payment Accounting (Topic 718)”, which is intended~~reduce complexity in certain areas, including recognizing deferred taxes for goodwill and allocating taxes to ~~simplify several aspects~~members of ~~the accounting for share-based payment award transactions. The~~a consolidated group, among others. This guidance is effective for ~~our fiscal year~~interim and annual reporting periods beginning after December 15, 2020. Early adoption of the standard is permitted, including adoption in ~~the current quarter.~~interim or annual periods for which financial statements have not yet been issued. The transition requirements are dependent upon each amendment within this update and will be applied either prospectively or retrospectively. The adoption of ASU ~~2016-09 did~~2019-12 is not expected to have a material impact on the Company’s consolidated financial ~~statements.~~position, results of operations, or cash flows.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842)”, which supersedes ASC Topic 840, Leases, and creates a new topic, ASC 842, Leases. The new guidance requires the recognition of lease assets and liabilities for operating leases with terms of more than 12 months. Presentation of leases within the consolidated statements of operations and consolidated statements of cash flows will be generally consistent with the current lease

Recently adopted accounting guidance. The ASU is effective for reporting periods beginning after December 15, 2018, with early adoption permitted. The Company does not expect this accounting update to have a material effect on its consolidated financial statements.

In November 2015, the FASB issued ASU No. 2015-17, “Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes” (“ASU 2015-17”). The standard requires that deferred tax assets and liabilities be classified as noncurrent on the balance sheet rather than being separated into current and noncurrent. ASU 2015-17 is effective for our fiscal year beginning in the current quarter. The adoption of ASU 2015-17 did not have a material impact on the consolidated financial statements.

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)”, to clarify the principles used to recognize revenue for all entities. In March 2016, the FASB issued ASU 2016-08 to further clarify the implementation guidance on principal versus agent considerations. The guidance is effective for annual and interim periods beginning after December 15, 2017. The Company does not expect this accounting update to have a material effect on its consolidated financial statements.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. The Company believes that none of the new standards will have a significant impact on the ~~financial statements.~~

The Company does not have any commercialized products, has not generated any revenue since inception and has sustained recurring losses and negative cash flows from operations since inception. Due to the “start-up” nature of our business, we expect to incur losses as we continue development of our products and technologies. The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which contemplates continuation of the Company as a going concern, which is dependent upon the Company’s ability to establish itself as a profitable business.

As of the date of filing of the Company’s most recent Form 10-K on November 22, 2017, based on management’s assessment, the Company had sufficient cash to meet its funding requirements over the next twelve months. Currently, based upon its near term anticipated level of operations and expenditures, management believes that cash on hand should be sufficient to enable the Company to continue operations through November 2018 or approximately ten months from the date of this quarterly report. In view of these conditions, the ability of the Company to continue as a going concern is in substantial doubt and dependent upon achieving a profitable level of operations and on the ability of the Company to obtain necessary financing to fund ongoing operations. These consolidated financial statements do not give effect to any adjustments which will be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying consolidated financial statements.

The Company has experienced and continues to experience negative cash flows from operations, as well as an ongoing requirement for substantial additional capital investment. The Company expects that it will need to raise substantial additional capital to accomplish its business plan over the next several years. The Company expects to seek additional funding through private equity or convertible debt. If adequate funds are not available on reasonable terms, or at all, it would result in a material adverse effect on the Company’s business, operating results, financial condition and prospects. In particular, the Company may be required to delay; reduce the scope of or terminate its research and development programs; sell rights to its SolarWindow™ technology and/or MotionPower™ technology, or other technologies or products based upon these technologies; or license the rights to these technologies or products on terms that are less favorable to the Company than might otherwise be available.

AsProperty and equipment consists of ~~November 30, 2017 and August 31, 2017,~~ the ~~Company had the following outstanding debt balances:~~following:

Issue

Maturity

Debt

Interest

Date

Date

Principal

Discount

Balance

Payable

As of November 30, 2017:

March 2015 Loan as amended

3/4/2015

12/31/2019

$ 600,000

$ -

$ 600,000

$ 127,901

2013 Note as amended

10/7/2013

12/31/2019

3,000,000

(1,142,495 )

1,857,505

1,012,492

$ 3,600,000

$ (1,142,495 )

$ 2,457,505

$ 1,140,393

As of August 31, 2017:

March 2015 Loan as amended

3/4/2015

12/31/2017

$ 600,000

$ -

$ 600,000

$ 113,465

2013 Note as amended

10/7/2013

12/31/2017

3,000,000

(413,377 )

2,586,623

932,912

$ 3,600,000

$ (413,377 )

$ 3,186,623

$ 1,046,377

On March 4, 2015, the Company entered into a Bridge Loan Agreement with 1420468 Alberta Ltd. (which has since been merged with and into Kalen Capital Corporation (the “Investor”)). Pursuant the Bridge Loan Agreement, the Company borrowed $600,000 at an annual interest rate of 7% (the “~~March 2015 Loan~~~~”), compounded quarterly, with a default rate of 15%.~~

On November 3, 2017, the Company entered into the Third Amendment related to the March 2015 Loan pursuant to which the Company and the Investor amended the March 2015 loan to extend the maturity date to December 31, 2019. As consideration for the note extension, the interest rate was increased to 10.5% and all outstanding warrants held by the Investor had their maturity date extended to December 31, 2022.

During the three months ended ~~November 30, 2017~~February 21, 2021, furniture and ~~2016,~~fixtures, leasehold improvements and in-process equipment increased $15,579, $28,822 and $27,246, respectively, due to payments towards SolarWindow Asia office improvements.

As a result of the closure of the Vestal New York office, during our first fiscal quarter, , the Company ~~recognized $14,436~~disposed of office equipment, computers and ~~$11,617, respectively,~~furniture with an historical cost totaling $21,543 and net book value of ~~interest expense.~~ $10,936. The Company received $2,161 of proceeds from the sale of the assets resulting in a loss of $8,775.

During the three months ended ~~November 30, 2017~~February 28, 2021 and ~~2016,~~February 29, 2020, the Company recognized ~~debt discount accretion~~depreciation expense of $0$6,673 and ~~$55,720,~~$6,218, respectively.

~~On October 7, 2013,~~ During the six months ended February 28, 2021 and February 29, 2020, the Company ~~sold to the Investor an unsecured Convertible Promissory Note (the “~~~~2013 Note~~~~”) in the amount~~recognized depreciation expense of ~~$3,000,000 with 7% interest compounded quarterly. According to the terms of the amended 2013 Note, the Investor may elect to convert principal~~$12,455 and accrued interest into units of the Company’s equity securities, with each Unit consisting of (a) one share of common stock; and (b) one Stock Purchase Warrant for the purchase of one share of common stock. The conversion price for each Unit is the lesser of (i) $1.37; or (ii) 70% of the 20 day average closing price of the Company’s common stock prior to conversion, subject to a floor of $1.00 with the exercise price of each Warrant being equal to 60% of the 20 day average closing price of the Company’s common stock prior to conversion. If issued, the Warrant included in the Units will be exercisable for a period of five years. As of November 30, 2017, if the investor elected to convert the entirety of amounts owing under the 2013 Note, the Company would be obligated to issue a warrant for the purchase of 2,928,826 shares of common stock.

On November 3, 2017, the Company entered into the Third Amendment related to the 2013 Note pursuant to which the Company and the Investor amended the 2013 Note to extend the maturity date to December 31, 2019. As consideration for the note extension, the interest rate was increased to 10.5% and all outstanding warrants held by the Investor had their maturity date extended to December 31, 2022, as described below, resulting in an additional debt discount of $1,074,265 as of November 3, 2017. The modification did not result in a gain or loss due to the related party nature of the transaction.

The maturity date of the remaining Series M Warrant to purchase 246,000 shares of common stock was extended from December 31, 2020 to December 31, 2022. The Company recorded $82,656 as a debt discount to recognize the increase in value for the extension of the expiration date.

The maturity date of the Series N Warrant to purchase 767,000 shares of common stock was extended from December 31, 2020 to December 31, 2022. The Company recorded $327,509 as a debt discount to recognize the increase in value for the extension of the expiration date.

The maturity date of the Series P Warrant to purchase 213,500 shares of common stock was extended from April 30, 2018 to December 31, 2022. The Company recorded $348,219 as a debt discount to recognize the increase in value for the extension of the expiration date.

The maturity date of the Series R Warrant to purchase 468,750 shares of common stock was extended from June 20, 2021 to December 31, 2022. The Company recorded $295,781 as a debt discount to recognize the increase in value for the extension of the expiration date.

The maturity date of the Series S-A Warrant to purchase 300,000 shares of common stock was extended from July 24, 2022 to December 31, 2022. The Company recorded $20,100 as a debt discount to recognize the increase in value for the extension of the expiration date.

~~Interest expense related to the 2013 Note, as amended, amounted to $79,580 and $64,036 during the three months ended November 30, 2017 and 2016,~~$12,902, respectively.

Accretion of the debt discount related to the 2013 Note as amended amounted to $345,147 and $308,339 during the three months ended November 30, 2017 and 2016, respectively. The remaining debt discount related to warrant expiration date extensions totals $1,142,495 and will be amortized through December 31, 2019.

~~On September 11, 2017, the Company initiated and on September 29, 2017, completed a self-directed offering of 821,600 units at a price of $3.11 per unit for $2,555,176 in aggregate proceeds (the “~~~~September 2017 Private Placement~~”). The unit price was based on a 15% discount to the average of the 30 day closing price (last day being Friday September 8, 2017) of the Company’s common stock as reported on the OTCQB. Each unit consisted of one share of common stock and one Series S Stock Purchase Warrant to purchase one (1) share of common stock at an exercise price of $3.42 per share through September 29, 2022. The warrants may be exercised on a cashless basis. All the units were purchased by unrelated parties.

The relative fair value of the common stock was estimated to be $1,540,000. The relative fair value of the Series S Warrants was estimated to be $1,015,000 as determined based on the relative fair value allocation of the proceeds received. The Series S Warrants were valued using the Black-Scholes option pricing model using the following variables: market price of common stock - $3.95 per share; estimated volatility – 77.96%; 5-year risk free interest rate – 1.71%; expected dividend rate - 0% and expected life - 5 years.

At ~~November 30, 2017,~~ February 28, 2021, the Company had 300,000,000 authorized shares of common stock with a par value of $0.001 per share, ~~35,900,419~~53,196,799 shares of common stock outstanding

In 2006 the Company’s Board and ~~1,700,832~~stockholders adopted and approved 15,000,000 shares for grant under the 2006 Long-Term Incentive Plan (the “2006 Plan”). The 2006 Plan was extended by the Board on February 7, 2021 to expire two years hence. The 2006 Plan was adopted in order to attract and retain the best available personnel for positions of substantial authority and to provide additional incentive to employees and directors to promote the success of the Company’s business. The 2006 Plan provides for the grant of incentive stock options, non-qualified stock options, restricted stock, restricted stock units, stock appreciation rights, and other types of awards to employees, consultants, and directors. Stock option grants pursuant to the 2006 Plan vest from zero to five years and expire from six to ten years after the date of grant with the exercise price equal to the fair value of the underlying stock on the date of grant. All shares approved for grant and subsequently forfeited are available for future grant. The Company does not repurchase shares to fulfill the requirements of options that are exercised and therefore issues new shares when options are exercised. There are currently 7,040,527 shares reserved for issuance under the ~~Company’s 2006 Long-Term Incentive Plan (the “~~2006 Plan,~~”) as adopted and approved by the Company’s Board on October 10, 2006 that provides for the grant of stock options to employees, directors, officers and consultants (See “NOTE~~ see “NOTE 5 - Stock Options”) for additional information.

~~During the three months ended November 30, 2017, we entered into the following securities related transactions:~~

	·	On September 29, 2017, the Company completed the September 2017 Private Placement of 821,600 units at a price of $3.11 per unit for $2,555,176 in aggregate proceeds. Each unit consisted of one share of common stock and one Series S Stock Purchase Warrant to purchase one (1) share of common stock at an exercise price of $3.42 per share through September 29, 2022. The warrants may be exercised on a cashless basis (See “NOTE 3 – Private Placements”).

	·	On November 21, 2017 each director was granted 40,000 shares of common stock for a total issuance of 160,000 shares of common stock valued at $4.87 per share, the fair market value of our common stock on the date of issuance. Additionally, on November 21, the Company issued Jatinder Bhogal, Director, an additional 50,000 shares valued at $4.87 per share. 75% of the 210,000 issued shares are subject to a one-year lock-up.

	·	From September 6, 2017 through October 30, 2017, holders of our Series O Warrants exercised 80,000 warrants at an exercise price of $3.10 per share resulting in $248,000 to the Company and the issuance of 80,000 shares of common stock.

	·	~~On September 7, 2017, John Conklin, the Company’s President & CEO, exercised 100,000 stock purchase options on a cashless basis resulting in the issuance of 46,097 shares of common stock.~~

	·	~~On September 7, 2017, two other employees exercised a total of 72,500 stock purchase options on a cashless basis resulting in the issuance of 33,151 shares of common stock.~~

	·	On September 7, 2017, the Investor exercised their outstanding Series Q Warrant to purchase up to 468,750 shares of the Company’s common stock on a cashless basis, resulting in the issuance of 189,940 shares of common stock.

	·	On September 7, 2017, a third party exercised their outstanding Series Q Warrant to purchase up to 468,750 shares of the Company’s common stock on a cashless basis, resulting in the issuance of 189,940 shares of common stock.

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. Other than the Series O Warrants and Series P Warrants, all of the following warrants may be exercised on a cashless basis. A summary of the Company’s warrants outstanding and exercisable as of ~~November 30, 2017~~February 28, 2021 and August 31, ~~2017~~2020 is as follows:

During the three months ended February 28, 2021, 200,000 Series S Warrants were exercised for cash resulting in $684,000 of proceeds to the Company.

Stock option grants pursuant to the 2006 Plan vest either immediately or over one to five years and expire ten years after the date of grant. Stockholders previously approved 5,000,000 shares for grant under the 2006 Plan, of which 1,700,832 remain available for grant, 1,185,834 have been exercised in total and 562,763 net shares issued pursuant to the exercise of vested options from inception of the 2006 Plan through November 30, 2017. All shares approved for grant and subsequently forfeited are available for future grant. The Company does not repurchase shares to fulfill the requirements of options that are exercised. The Company issues new shares when options are exercised. The 2006 Plan was approved by stockholders on February 7, 2011 and expires according to its terms on February 7, 2021.

The Company ~~employs~~measures share-based compensation cost on the ~~following key weighted-average assumptions in determining~~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 estimated the grant date fair value of stock options using a Black-Scholes valuation model using the ~~Black-Scholes option pricing model and the simplified method to estimate the expected term of “plain vanilla” options:~~following weighted-average assumptions:

	Three Months Ended			Year Ended		Six Months Ended
	November 30, 2017			August 31, 2017		February 28, 2021			February 29, 2020
Expected dividend yield		–			–		–			–
Expected stock price volatility		83	%	79% - 81%			89.44	%		82.94 – 86.23%
Risk-free interest rate		2.27	%	1.95% - 2.03%			0.19	%		1.40 – 1.69%
Expected term (in years)		7.67		5.00 - 7.67
Expected term (in years)(simplified method)							4.00			4.5 – 5.75
Exercise price	$	4.87		$	2.71	$	3.42			$2.32 and $3.54
Weighted-average grant date fair-value	$	3.76		$	1.85	$	2.16			$1.61 and $1.55

A summary of the Company’s stock option activity for the ~~three~~six months ended ~~November 30, 2017 and year ended August 31, 2017~~February 28, 2021 and related information follows:

	Number of Shares Subject to Option Grants			Weighted Average Exercise Price ($)		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value ($)		Number of Shares Subject to Option Grants			Weighted Average Exercise Price ($)		Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value ($)
Outstanding at August 31, 2016		720,001			3.06
Outstanding at August 31, 2019										2,777,334			4.31
Grants										5,158,000			4.06
Forfeitures and cancellations										(130,600	)		3.54
Outstanding at August 31, 2020										7,804,734			4.16
Grants		1,535,000			2.71					50,000			3.42
Exercises		(130,000	)		2.62					(56,667	)		4.95
Outstanding at August 31, 2017		2,125,001			3.84
Grants		255,000			4.87
Exercises		(172,500	)		2.91
Outstanding at November 30, 2017		2,207,501			3.07	5.51 years		3,793,375
Exercisable at November 30, 2017		210,001			4.82	7.89 years		45,075
Forfeitures and cancellations										(1,057,667	)		5.30
Outstanding at February 28, 2021										6,740,400			3.97		4.80		75,046,959
Exercisable at February 28, 2021										3,975,900			3.78		5.26		44,988,139

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 ~~November 30, 2017.~~February 28, 2021. The intrinsic value of the option changes based upon the fair market value of the Company’s common stock. Since the closing stock price was ~~$4.75~~$15.10 on ~~November 30, 2017~~February 28, 2021 and ~~1,902,500~~all outstanding options have an exercise price below ~~$4.75~~$15.10 per share, as of ~~November 30, 2017,~~February 28, 2021, there is $75,046,959 and $44,988,139 of intrinsic value toin the Company’s outstanding ~~in-the-money~~ stock options ~~including 32,500~~and vested options, ~~that are exercisable and in-the-money.~~respectively.

~~On November 21, 2017,~~Grants - Pursuant to his appointment to the ~~Company~~Board, on October 19, 2020, the Company’s Board granted ~~255,000~~50,000 options to ~~directors and employees~~Joseph Sierchio, Director, with an exercise price of ~~$4.87.~~$3.42, exercisable on a cashless basis any time prior to the Company’s listing of any of its securities for trading on a national stock exchange, six year term and vesting at the rate of 12,500 on the date of grant and 12,500 each anniversary thereafter.

~~On September 7, 2017, there~~Exercises – upon the exercise of 56,667 stock options by three individuals between December 18, 2020 and February 23, 2021, the Company received $35,400 and issued 37,476 shares of restricted common stock. Of the 56,667 options exercised, 10,000 were ~~172,500 options~~exercised for cash at an exercise price of $3.54 and 46,667 were exercised on a cashless basis resulting in the issuance of ~~79,248~~27,476 shares of restricted common stock. ~~The aggregate intrinsic value of the options exercised was $426,350.~~

~~During~~Forfeitures and cancellations – On December 18, 2020, Mr. John Conklin and the ~~year ended August 31, 2017, there~~Company entered into an Amendment to the Separation, Consulting and Release of Claims Agreement dated November 24, 2020. Pursuant to the Amendment, no further payments are due to Mr. Conklin and all stock options granted under his employment agreement totaling 1,008,000 were ~~130,000~~cancelled. In addition, 37,500 unvested options ~~exercised~~granted to Mr. Conklin on July 5, 2019 were also cancelled. 16,667 options expired and 4,500 options that were previously canceled as a ~~cashless basis resulting~~result of an employee reduction in hours were reinstated due to the ~~issuance~~continuation of ~~46,520 shares of common stock. The aggregate intrinsic value of the options exercised was $186,500.~~that employee’s services.

On ~~November 15, 2016,~~October 9, 2019, the Company granted ~~35,000~~153,000 options to ~~two employees~~an employee with a ten-year term, exercise price of $2.32 per share and vesting at the rate of 1/36th per month. Additionally, on September 16, 2019, the Board granted 5,000 options with a six-year term to a consultant with an exercise price of ~~$3.28.~~

On July 7, 2017, the Company finalized and executed two consulting agreements with third parties to provide business development services. The terms and conditions of each consulting agreement are similar and provide for combined compensation of $26,000 per month in cash and the grant of 1,500,000 common stock purchase options with an exercise price of $2.70$3.54 per share and ~~which vest upon~~vesting at the ~~achievement~~rate of ~~performance conditions and upon Board approval. The 1,500,000 stock options granted to consultants had a grant date fair value of $1.84~~1/20th per option. As of November 30, 2017, the Company determined the achievement of the performance conditions was not probable. Compensation expense will be recorded for the options with performance conditions when and if the performance conditions become probable of being achieved.quarter.

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 ~~Consolidated~~ Statements of Operations for the three and six months ended ~~November 30, 2017~~February 28, 2021 and ~~2016:~~February 29, 2020:

	Three Months Ended
	November 30,
	2017		2016		Three Months Ended February 28, 2021,		Three Months Ended February 29, 2020,		Six Months Ended February 28, 2021,		Six Months Ended February 29, 2020,
Stock Compensation Expense:
SG&A	$	399,476	$	53,055	$	1,321,654	$	172,220	$	2,855,479	$	344,439
R&D		114,797		45,545		142,250		262,436		446,957		511,187
Total	$	514,273	$	98,600	$	1,463,904	$	434,656	$	3,302,436	$	855,626

As of ~~November 30, 2017,~~February 28, 2021, the Company had ~~$3,238,393~~$2,305,188 of unrecognized compensation cost related to unvested stock ~~options. Of the unrecognized compensation expense, $478,393~~options which is expected to be recognized over a period of ~~1.0 years and $2,760,000 of compensation expense will be recorded when and if the performance conditions become probable of being achieved.~~3.50 years.

The following table summarizes information about stock options outstanding and exercisable at ~~November 30, 2017:~~February 28, 2021:

~~During~~On February 26, 2021, SolarWindow Asia entered into an apartment lease for the purposes of housing foreign personnel. The term of the apartment lease provide for a term of one year beginning March 7, 2021, monthly rent of approximately $950 and a security deposit of approximately $8,700 of which approximately $900 was paid prior to February 28, 2021 and the remaining $7,800 paid on March 8, 2021.

In September 2020, SolarWindow Asia entered a lease for office space in South Korea. The lease has a term of one year from September 23, 2020 through September 23, 2021 with monthly payments of approximately $1,200.

The Company’s policy is to record all leases with a term of less than one year as an operating lease with rent expensed recorded on a straight-line basis and to not recognize lease assets or lease liabilities.

On May 1, 2019, the Company leased office space in Vestal, New York and entered into a Professional Building Lease Agreement (the “Lease”). The Lease has an initial term of three ~~months ended~~years through May 1, 2022 with monthly rent due of $2,200 for the first two years and $2,266 during year three. On November 30, ~~2017 and 2016,~~2020, the Company ~~recorded~~terminated the Lease and entered into a ~~net loss. Basic net loss per share is computed by dividing~~lease termination agreement (the “Termination Agreement”). Pursuant to the ~~net loss by~~terms of the ~~weighted average number~~Termination Agreement, the Company made a payment of ~~common shares outstanding during~~$26,400 and delivered the ~~period. The~~premises in good order including the removal of furniture and fixtures which the Company disposed, See “NOTE 3 – Property and Equipment” for additional information related to the disposal of the furniture and fixtures. All related assets and liabilities were written off with $418 of unrecognized interest expense charged to rent expense.

As of November 30, 2020, the Company has not ~~included~~entered into any leases other than those described above which have not yet commenced and would entitle the ~~effects of warrants, stock options and convertible debt on net loss per share because~~Company to ~~do so would be antidilutive.~~significant rights or create additional obligations.

~~Following is the computation~~The components of ~~basic and diluted net loss per share for the~~Lease expenses are as follows:

^(a) Represents three months ~~ended November 30, 2017~~of rent expense at $2,222 per month, $26,400 lease termination fee, ($418) of unrecognized interest expense and ~~2016:~~$7,632 related to SolarWindow Asia.

Three Months Ended
November 30,

2017

2016

Basic and Diluted EPS Computation

Numerator:

Loss available to common stockholders'

$ (2,699,153 )

$ (1,722,529 )
Denominator:

Weighted average number of common shares outstanding

35,373,077

28,566,605

Basic and diluted EPS

$ (0.08 )

$ (0.06 )

The shares listed below were not included in the computation of diluted losses

per share because to do so would have been antidilutive for the periods presented:

Stock options

2,207,501

625,001

Warrants

3,381,100

11,586,631

Convertible debt

2,928,826

2,725,022

Warrants issuable upon conversion of debt (See "NOTE 2 - Debt" above)

2,928,826

2,725,022

Total shares not included in the computation of diluted losses per share

11,446,253

17,661,676

Supplemental balance sheet information related to the Lease is as follows:

A related party with respect to the Company is generally defined as any person (i) (and, if a natural person, inclusive of his or her immediate family) 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.

The law firm of Satterlee Stephens LLP (“Satterlee”), of which Joseph Sierchio, one of the Company’s directors, is a partner, provides counsel to the Company. Mr. Sierchio is the Company’s primary attorney. During the three months ended November 30, 2017 and 2016, the Company recognized $74,067 and $106,550 of fees for legal services billed by firms associated with Mr. Sierchio. At November 30, 2017, the Company owed Satterlee $129,252 which is included in accounts payable. At August 31, 2017, the Company owed Satterlee $105,184 which is included in accounts payable. On December 15, 2017, the Company paid Satterlee $129,252 in full satisfaction of all amounts owing to Satterlee through November 30, 2017. Mr. Sierchio continues to serve as a director of the Company.

On August 7, 2017, the Company appointed Jatinder Bhogal to the Board of Directors. Mr. Bhogal has provided consulting services to the Company through his wholly owned company, Vector Asset Management, Inc. (“VAMI”), pursuant to a Consulting Agreement dated February 1, 2014, as amended on November 11, ~~2016.~~2016 and December 1, 2018 (Amendment No. 2). On July 1, 2020 the Company and VAMI entered into an Executive Consulting Agreement, which supersedes the foregoing agreements and pursuant to which Mr. Bhogal serves as a director of the Company and as its Chairman and Chief Executive Officer. Pursuant to the Consulting ~~Agreement, Mr. Bhogal~~Agreements in effect prior to December 1, 2018, VAMI received compensation of $5,000 per month. ~~During~~Beginning with Amendment No. 2, VAMI received compensation of $18,750 per month and pursuant to the ECA, VAMI receives $34,167 per month. VAMI also incurs expenses on behalf of the Company which are reimbursed according to the Company’s expense report policy. In connection with the Consulting Agreements and ECA, the Company recognized cash compensation expense of $102,500 and $56,250 during the three months ended ~~November 30, 2017~~February 28, 2021 and ~~2016,~~February 29, 2020, respectively, and $205,000 and $112,500 during the six months ended February 28, 2021 and February 29, 2020, respectively. As of February 28, 2021, the Company recognized ~~$15,000~~a related party payable to VAMI of ~~expense in connection with the Consulting Agreement.~~$34,167.

From time-to–time, Talia Jevan Properties, Inc., a British Columbia corporation wholly-owned by our former Chairman and majority shareholder, Harmel S. Rayat would make interest-free advances to the Company. Advances received totaled $0 and $5,692 during the three months ended February 28, 2021 and February 29, 2020, respectively, and $0 and $86,357 during the six months ended February 28, 2021 and February 29, 2020, respectively. On October 20, 2020, the Company repaid Talia Jevan Properties $53,251, the balance owing as of our fiscal year end August 2020. As of February 28, 2021, there were no balances owing to Talia Jevan Properties, Inc.

Joseph Sierchio, one of the ~~Company entered into~~Company’s directors, has maintained his role as the ~~Third Amendment to~~Company’s General Counsel since its inception as Principal of the ~~2013 Bridge Loan Agreement~~law firm of Sierchio & Partners, LLP, and ~~the Third Amendment to the 2015 Bridge Loan Agreement~~then as a Partner with ~~the Investor~~Satterlee Stephens LLP 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. Mr. Sierchio resigned from the ~~Company~~Board effective October 22, 2018, and was reappointed on October 1, 2020. Fees for legal services billed by Sierchio Law, LLP while Mr. Sierchio was a Director totaled $43,750 and $72,917 during the ~~Investor agreed to extend the maturity date to December 31, 2019. Pursuant to the Third Amendment to the 2013 Bridge Loan Agreement~~three and the Third Amendment to the 2015 Bridge Loan Agreement, the rate of interest increased to 10.5% and the following warrants, held by the Investor, had their maturity date extended to December 31, 2022: a) Series M Warrant to purchase 246,000 shares; b) Series N Warrant to purchase 767,000 shares; c) Series P Warrant to purchase 213,500 shares; d) Series R Warrant to purchase 468,750; and e) Series S-A Warrant to purchase 300,000 shares. For additional information related to our warrants, please see “NOTE 4 – Common Stock and Warrants”.six months ended February 28, 2021, respectively.

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.

In September 2020, and February 2021, SolarWindow Asia entered into leases for office space and an apartment in South Korea. See “Note 6 - Leases” for additional information.

During 2019 the Company made payments totaling $1,292,655 towards the purchase of manufacturing equipment with an estimated total cost of $1,803,000. The remaining $510,345 will be paid upon the completion of the equipment once the final specifications have been determined pending optimization of the Company’s product iteration specific to this equipment.

In December 2019, an outbreak of the COVID-19 virus was reported in Wuhan, China. On March 11, 2020, the World Health Organization declared the COVID-19 virus a global pandemic and on March 13, 2020, President Donald J. Trump declared the virus a national emergency in the United States. This highly contagious disease has spread to most of the countries in the world and throughout the United States, creating a serious impact on customers, workforces and suppliers, disrupting economies and financial markets, and potentially leading to a world-wide economic downturn. It has caused a disruption of the normal operations of many businesses, including the temporary closure or scale-back of business operations and/or the imposition of either quarantine or remote work or meeting requirements for employees, either by government order or on a voluntary basis. The pandemic may adversely affect our operations, our employees and our employee productivity. It may also impact the ability of our subcontractors, partners, and suppliers to operate and fulfill their contractual obligations, and result in an increase in costs, delays or disruptions in performance. Our employees are working remotely and using various technologies to perform their functions. In reaction to the spread of COVID-19 in the United States, many businesses have instituted social distancing policies, including the closure of offices and worksites and deferring planned business activity. The disruption and volatility in the global and domestic capital markets may increase the cost of capital and limit our ability to access capital. Both the health and economic aspects of the COVID-19 virus are highly fluid and the future course of each is uncertain. For these reasons and other reasons that may come to light if the coronavirus pandemic and associated protective or preventative measures expand, we may experience a material adverse effect on our business operations, revenues and financial condition; however, its ultimate impact is highly uncertain and subject to change.

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).

Following is the computation of basic and diluted net loss per share for the periods presented:

Management has reviewed material events subsequent of the period ended ~~November 30, 2017~~February 28, 2021 and ~~prior to~~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.

~~On December 15, 2017, the Company paid Satterlee $129,252 in full satisfaction of all amounts owing to Satterlee through November 30, 2017.~~

On December 27, 2017, the Company entered into an employment agreement with John Conklin (the “Conklin Employment Agreement”) pursuant to which Mr. Conklin will continue to serve as the Company’s President, Chief Executive Officer, Chief Financial Officer and a member of the Company’s Board of Directors. The Conklin Employment Agreement has an effective date of January 1, 2018, and terminates on December 31, 2021. Pursuant to the Conklin Employment Agreement, Mr. Conklin will receive cash compensation of $275,000 per year and was granted 1,008,000 stock purchase options with an exercise price of $5.35 per share, vesting at the rate of 1/48^th per month and exercisable on a cashless basis. The Conklin Employment Agreement may be terminated with or without cause, by the Company or by Mr. Conklin, subject to the rights and obligations contained therein. Mr. Conklin’s prior employment agreement expired on December 31, 2017.

On December 28, 2017, a warrant holder of exercised their outstanding Series R Warrant to purchase up to 468,750 shares of the Company’s common stock on a cashless basis, resulting in the issuance of 285,823 shares of common stock.

~~From December 1, 2017 through January 9, 2018, four individuals exercised a total of 104,167 stock purchase options on a cashless basis resulting in the issuance of 61,802 shares of common stock.~~

From December 1, 2017 through January 9, 2018, holders of our Series P Warrants exercised 1,500 warrants at an exercise price of $3.70 per share resulting in $5,550 to the Company and the issuance of 1,500 shares of common stock.

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

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 ~~reports filed~~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,”~~“Company” “our Company,” and “SolarWindow” refer to SolarWindow Technologies, Inc., a Nevada ~~corporation, and its consolidated subsidiaries.~~corporation.

We are a ~~pre-revenue company developing proprietary SolarWindow™~~developer of transparent ~~electricity generating coatings. SolarWindow™ organic photovoltaic (“OPV”)~~electricity-generating coatings, ~~are used~~and methods for their application to ~~produce a device comprised of~~various materials (collectively, “LiquidElectricity™ Coatings”). When applied in ultra-thin layers ~~that can be applied~~ to rigid glass, and flexible glass and plastic ~~surfaces. Our SolarWindow™ transparent electricity-generating coatings and technology is~~surfaces our LiquidElectricity™ Coatings transform otherwise ordinary surfaces into photovoltaic devices capable of ~~harvesting~~generating electricity from natural sun, artificial light, ~~energy from the sun~~ and ~~artificial sources~~low, shaded, or reflected light conditions while maintaining transparency.

We have overcome major technical challenges and ~~could potentially be used on any~~achieved many important milestones resulting in an expansion of the ~~more than 85 million~~potential applications of LiquidElectricity™ Coatings which span multiple industries, including architectural, automotive, agrivoltaic, aerospace, commercial transportation and ~~residential buildings in~~marine. Our LiquidElectricity™ Coatings are under development with support from commercial contract firms and at the ~~United States alone. Our SolarWindow™ technology is the subject~~U.S. Department of ~~sixty (60) pending U.S. and international patent filings.~~

~~The development of our SolarWindow™ technology continues to advance under the Stevenson-Wydler~~Energy’s National Renewable Energy Laboratory, through Cooperative Research and Development ~~Agreement (the “~~~~NREL~~~~CRADA~~~~”) with the Alliance for Sustainable Energy, LLC (the “~~~~Alliance for Sustainable Energy~~~~”), which is the operator of The National Renewable Energy Laboratory (“~~~~NREL~~~~”).~~Agreements.

On August 2, 2017, we entered into a Process Integration and Production Agreement with TriView Glass Industries, LLC (“Triview”). Triview is a glass fabricator operating a manufacturing facility in City of Industry, California. The purpose and primary goals of agreement are to:

	1.	~~establish commercial scale manufacturing methodologies and processes to fabricate products based on WNDW technologies and~~

	2.	~~integrate SolarWindow™ process technologies into the Triview manufacturing process, to fabricate specific transparent electricity-generating SolarWindow™ Products.~~

We have achieved numerous important milestones and overcome major technical challenges in the development of our SolarWindow™ technology, including the ability to generate electricity on glass while remaining transparent and the application of our coatings on to glass at room temperature and pressure.

~~We are currently developing “~~~~SolarWindow™ Products~~~~” derived from our SolarWindow™ technology designed to address several potential markets, including:~~

	·	~~SolarWindow™ – Commercial – A flat glass product for installation in new commercial towers under construction and replacement windows;~~

	·	~~SolarWindow™ – Structural Glass – Structural glass walls and curtains for tall structures;~~

	·	~~SolarWindow™ – Architectural Glass – Textured and decorative interior glass walls, room dividers, etc.;~~

	·	~~SolarWindow™ – Residential – A window glass for installation in new residential homes under construction and replacement windows;~~

	·	~~SolarWindow™ – Flex – Flexible glass and plastic films which may be applied directly to different surfaces; and~~

	·	~~SolarWindow™ Retrofit Veneer - Transparent, tinted, and flexible veneers that installers can apply directly on to existing, previously installed, window glass.~~

Our focus is on the development and deployment of SolarWindow™ Commercial, Structural, and Architectural glass products. Our product development efforts have produced early working prototypes for these applications, which we are sharing with potential commercialization partners. Commercialization of the SolarWindow™ technology will require significant further capital, product development and testing, and validation. This additional work should enable us to ascertain whether the SolarWindow^TM ~~technology can form the basis for a commercially viable technology or product and which products will be first to market.~~

SolarWindow™ Retrofit Veneer products are being developed as transparent, tinted, flexible and rigid veneers that can be applied directly on to existing windows. This expanded product line broadens our market reach beyond new and replacement installations, to include windows currently installed on the estimated five million commercial buildings constructed in the U.S. alone. This retrofit veneer product will be developed in parallel to the other SolarWindow™ Products currently undergoing further development.

In May 2017, our SolarWindow™ transparent electricity-generating coatings on glass were successfully processed through the rigorous autoclave system for window glass lamination at a commercial window fabricator. Layered with SolarWindow™ electricity-generating liquid coatings, glass modules were subjected to the extremely high heat and pressure of autoclave equipment located at the fabricator’s facility. Despite the SolarWindow™ modules being subjected to the harsh pressure and temperature conditions, subsequent performance testing confirmed that the modules continued to produce power.

We also developed the capability to integrate transparent SolarWindow™ coatings on to flexible glass. This presents new product opportunities for curved and non-flat surfaces in automotive, aircraft, and military applications. By applying SolarWindow™ coatings on to flexible glass and plastic and maintain the durability, scratch-resistance, and ease of maintenance of rigid glass.

We do not currently have any commercial products and there is no assurance that we will successfully be able to design, develop, manufacture, or sell any commercial products in the future. Our product development programs involve ongoing R&D and product development efforts, and the commitment of significant resources to support the extensive invention, design, engineering, testing, prototyping, and intellectual property initiatives carried-out by our contract engineers, scientists, and consultants.

We plan to market any SolarWindow™ Products we commercialize through co-marketing and co-promotion, licensing, and distribution arrangements with third party collaborators, to advance the technical development and subsequent commercialization of our SolarWindow™ products. We are actively seeking technology and product licensing, joint venture arrangements, and manufacturing process integration relationships with commercial partners and industry; and organizations which have established technical competencies, market reach, and mature distribution networks in the solar PV, building-integrated PV, and alternative and renewable energy market industries. We believe that this approach could provide immediate access to existing distribution channels which can increase market penetration and commercial acceptance of our products, and enable us to avoid expending significant funds for development of a large sales and marketing organization.

We cannot accurately predict the amount of funding or the time required to successfully commercialize or fabricate SolarWindow™ products. The actual cost and time required to commercialize our SolarWindow™ technology may vary significantly depending on, among other things, the results of our product development efforts; the cost of developing, acquiring, or licensing various enabling technologies; changes in the focus and direction of our business or product development plans; competitive and technological advances; the cost of patent filing, prosecuting, defending and enforcing claims; demonstrating compliance with regulations and standards; and manufacturing, marketing and other costs that may be associated with product fabrication. Because of this uncertainty, even if financing is available to us, we may secure insufficient funding to effectuate our business and/or product development plans.

As of November 30, 2017, we had working capital of $2,632,567 and cash of $2,802,044. Based upon current and near term anticipated level of operations and expenditures, we believe that cash on hand should be sufficient to enable us to continue operations through November 2018.

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 will seek access to private or public equity markets but there is no assurance that such additional funds will be available for us to finance our operations on acceptable terms, if at all. If we are unable to raise additional capital or generate positive cash flow, it is unlikely that we will be able to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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

~~Process Integration and Production Agreement with TriView Glass Industries~~

On August 2, 2017, we entered into the PIPA Agreement with TriView. Triview is a glass fabricator operating a manufacturing facility in City of Industry, California. The purpose and primary goals of agreement are to:

	1.	~~establish commercial scale manufacturing methodologies and processes to fabricate products based on WNDW technologies and~~

	2.	~~integrate SolarWindow™ technologies into the Triview manufacturing process, to fabricate specific SolarWindow™ transparent electricity-generating glass products.~~

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 ~~the SolarWindow™~~our technology. Under terms of the NREL CRADA, NREL researchers ~~will~~ 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.~~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 January 16, 2013, we entered into a modification to the NREL CRADA for the purpose of extending the date pursuant to which NREL’s researchers will make use of our exclusive IP and NREL’s background IP.

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

On December 28, 2015, we entered into another modification ofto the NREL CRADA (the “Modification”). Under the Modification, (i) the date of completion was extended to December 2019; and (ii) the Company and the NREL ~~CRADA with Alliance~~will work jointly towards achieving specific product development goals and objectives for ~~Sustainable Energy, previously entered into between us and NREL. The~~the purpose of preparing to commercialize our OPV-based transparent electricity-generating coatings for various applications, including BIPV, glass and flexible plastics.

Over the ~~Modification was~~course of our collaborative research and development efforts with the NREL under the CRADA, both parties have agreed to modifications to extend the date ~~pursuant to which NREL’s researchers work towards specific product development goals. On November 21, 2017 the~~of completion. The Company and NREL have entered into aeight such No Cost Time ~~Extension~~Extensions (“~~NCTE”~~NCTE”) ~~under the NREL CRADA with the Alliance for Sustainable Energy.~~. Under the terms of ~~the~~each NCTE, all terms and conditions of the NREL CRADA remain in full force and effect without ~~change, with a new completion~~change. The current NCTE was executed on September 15, 2020 and extends the date of completion to December 21, 2018. Specifically, we are preparing to commercialize our OPV-based SolarWindow™ transparent electricity-generating coatings for BIPV, and glass and flexible plastic applications. Under Modification, NREL and31, 2021. As of February 28, 2021, the Company ~~will work jointly towards achieving specific commercialization goals~~had a capitalized asset balance of $346,837 related to deferred research and ~~objectives. As of November 30, 2017, the Company made $92,338 of~~development costs for advances to Alliance for Sustainable Energy for work to be performed under the NREL ~~CRADA, which is capitalized as deferred research and development costs on our balance sheet.~~

~~Three Months Ended November 30, 2017 Compared~~U.S. Department of Energy (DOE) Office of Energy Efficiency and Renewable Energy’s (EERE) Advanced Manufacturing Office (AMO) Cooperative Research and Development Agreement

On March 15, 2018 the Company was awarded it’s first-ever AMM CRADA by the DOE EERE AMO. SolarWindow was awarded the AMM CRADA after submitting a proposal outlining its coating technologies and fabrication methods to the DOE’s Roll-to-Roll Advanced Materials Manufacturing Consortium, led by ORNL and partnering with ANL, LBNL, and NREL. The AMM CRADA will be carried out with the ~~Three Months Ended November 30, 2016~~DOE by SolarWindow, ANL, and NREL.

~~Operating Expenses~~On September 15, 2020, we entered into NCTE that extends the date of completion to December 31, 2021 pursuant to which researchers work towards specific product development goals outlined in the AMM CRADA.

~~A summary~~Through the developments of AMM CRADA, the Company accomplished initiatives to improve and optimize its laser patterning system and methods of fabrication for application of our electricity-generating coatings on flexible plastics. Once optimized for industry, this advancement is expected to reduce process time, improve device performance, and reduce the costs of LiquidElectricity™ Coating based plastic products. Another objective of the AMM CRADA is to develop and demonstrate a unique high-throughput process methodology for semitransparent OPV modules compatible with high process speeds for many different advanced material manufacturing systems.

Our operating ~~expense~~results for the fiscal quarter ended February 28, 2021 may not be indicative of the results that may be expected for the fiscal year ending August 31, 2021 because of the COVID-19 pandemic and other potential beneficial or detrimental unforeseen occurrences. In addition, 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 tables present the components of our consolidated results of operations for the periods indicated:

Comparison of the three and six months ended ~~November 30, 2017~~February 28, 2021, to the three and ~~2016 follows:~~six months ended February 29, 2020

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. ~~The decrease during~~During the three months ended ~~November 30, 2017~~February 28, 2021 compared to the three months ended ~~November 30, 2016, was~~February 29, 2020, SG&A costs increased due primarily ~~due~~ to a $38,463 increase in personnel costs and $61,885 increase in other administrative costs offset by a decrease of $28,901 in ~~investor communications related fees~~professional fees. During the six months ended February 28, 2021 compared to the three months ended February 29, 2020, SG&A costs increased due primarily to a $56,713 increase in personnel costs and $131,344 increase in other administrative costs offset by a decrease of $99,209 in professional fees.

Research and ~~Product~~ Development (“R~~&PD~~&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~~&PD~~&D cost allocations. Payments under these agreements include salaries and benefits for R~~&PD~~&D personnel, allocated overhead, contract services and other costs. R~~&PD~~&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. ~~R&PD costs increased during~~During the three months ended ~~November 30, 2017~~February 28, 2021 compared to the three months ended ~~November 30, 2016~~February 29, 2020, R&D costs decreased as a result of ~~increased~~a $36,598 decrease in CRADA costs and $61,867 decrease in personnel costs and $30,225 decrease in other R~~&PD~~&D related costs. During the six months ended February 28, 2021 compared to ~~improving SolarWindow™ technology efficiency~~the three months ended February 29, 2020, R&D costs decreased as a result of a $87,776 decrease in CRADA costs, $55,280 decrease in personnel costs and ~~transparency; optimizing electrical power (current and voltage) output; and improving performance, processing, reliability, and durability of SolarWindow™ coatings.~~

The Company grants stock options to its Directors, employees and ~~consultants and issues stock to its Directors.~~consultants. Stock compensation represents the expense associated with the amortization of our stock ~~options and issuance of common stock~~options. Expense associated with ~~equity based~~equity-based transactions is calculated and expensed in our financial statements as required pursuant to various accounting rules and is non-cash in ~~nature..~~nature. Stock based compensation expense increased ~~during the three months ended November 30, 2017 compared~~due primarily to the ~~three months ended November 30, 2016 due~~Company entering into an Executive Consulting Agreement with each of Mr. Jatinder S. Bhogal, CEO and Chairman and Mr. John Rhee, President and Director, pursuant to the grant of 255,000 options and issuance of 210,000 shares of common stock to our directors. In the prior year, the Company issued 120,000 shares to the Board valued at $393,600 compared to the current quarter Board share issuance of 210,000 shares valued at $1,022,700. Additionally, in the prior year, the Company issued 35,000 stock purchase options with vesting related expense of $47,000 compared to the grant of 255,000which each party was granted 2,500,000 stock purchase options in the ~~current~~fourth quarter ~~with vesting related expense~~ of ~~$493,000.~~fiscal year 2020.

A summary of our other income (expense) for the ~~three months ended November 30, 2017 and 2016~~periods presented is as follows:

“Interest ~~expense”~~income relates to the ~~stated~~ interest earned on our cash and cash equivalents and short-term investments. We experienced a decrease over the prior year primarily due to a decrease in the rate of ~~our outstanding debt. “Accretion~~interest earned. The loss on disposal of ~~debt discount” represents~~fixed assets relates to the ~~accretion~~closing of the ~~discount applied to our outstanding debt as a result~~Vestal, New York office and related disposal of ~~the issuance~~office equipment and ~~modification of detachable warrants and the beneficial conversion feature contained in our notes.~~furniture.

~~We have a retained deficit of $41,728,905 through November 30, 2017. Included in the deficit~~Our primary cash needs are ~~non-cash expenses totaling $16,415,735 relating to the issuance of stock~~ for ~~services, compensatory stock options, warrants granted for value~~personnel, professional and ~~accretion of debt discount. Due to the “start-up” nature of our business, we expect to incur losses as we continue~~ development ~~of our technologies~~related fees and ~~products.~~

These conditions raise substantial doubt about our ability to continue as a going concern. 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 maintain and/or expand the range and scope of our business operations; however, there is no assurance that such additional funds will be available for us on a timely basis or acceptable terms, if at all. If we are unable to raise additional capital when needed or generate positive cash flow, it is unlikely that we will be able to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

insurance. Our principal ~~source~~sources of liquidity ~~is cash in the bank. On November 30, 2017, we had a~~are cash and cash ~~equivalent balance~~equivalents and short-term investments. As of ~~$2,802,044.~~February 28, 2021 and August 31, 2020, we had cash and cash equivalents and short-term investments of $13,477,264 and $14,151,523, respectively. We have financed our operations primarily from the sale of equity and debt securities. We ~~currently do not have any agreements with any third party regarding a potential financing.~~expect the cost of funding the South Korea office to be approximately $850,000 over the twelve months ending August 31, 2021.

~~Net~~The following table presents a summary of our cash ~~used in operating~~flows for the periods indicated:

Operating activities ~~was $671,985 during~~consist of net loss adjusted for certain non-cash items, including depreciation, non-cash lease expense, stock-based compensation expense, realized gains or losses on disposal of property and equipment, and the ~~three months ended November 30, 2017, compared to net cash used in operating activities~~effect of ~~$727,160 during~~working capital changes. The decrease over the ~~three months ended November 30, 2016. Cash used in operating activities decreased during the three months ended November 30, 2017~~prior period is mainly due to ~~less cash used for investor communications and professional fees.~~

~~Net cash used in investing activities was $0 during~~ the ~~three months ended November 30, 2017 and 2016.~~

~~Net cash provided by financing activities was $2,803,176 during the three months ended November 30, 2017, compared to cash used~~timing of $18,146 during the three months ended November 30, 2016. Cash provided by financing activities during the three months ended November 30, 2017 was from exercise of 80,000 Series O Warrants for proceeds of $248,000 and the September 29, 2017 private placement of 821,600 units of our securities resulting in proceeds of $2,555,176. Cash used by financing activities during the three months ended November 30, 2016 was from the re-payment of the bridge loan.

~~In addition~~We have used cash primarily for short-term investments, investments in property and equipment, and, to a lesser extent, for the purchase of furniture, office equipment, leasehold improvements to our ~~contractual obligations under~~Korean offices and computers and software. Net investment activities for capital expenditures were $71,647 during the ~~research agreements, as~~six months ended February 28, 2021, compared to $5,031 during the six months ended February 29, 2020. Also, during the six months ended February 28, 2021, we purchased a twelve month term deposit in the amount of ~~November 30, 2017, we have lease payments of $1,200 each month under our month-to-month corporate office operating lease.~~$5,000,000.

Cash flows from financing activities totaled $719,400 as a result of the exercise of 200,000 Series S Warrants with a strike price of $3.42 per share and the exercise of 10,000 stock options at a strike price of $3.54 per share.

See Note ~~1 to our Consolidated Financial Statements for more information regarding recent accounting pronouncements and their impact~~8 to our consolidated financial statements for a discussion of our contractual obligations

See Note 2 to our consolidated financial statements, “Summary of significant accounting policies – Recent accounting pronouncements not yet adopted.”

See Note 2 to our consolidated financial statements, “Summary of significant accounting policies – Recently adopted accounting pronouncements.”

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 Annual Report on Form 10-K for the fiscal year ended August 31, 2020.

See Note 7 to our consolidated financial ~~position.~~statements for a discussion of our related party transactions.

SolarWindow Technologies, Inc., a Nevada corporation, was incorporated in 1998. The Company’s executive offices are located at 430 Park Avenue, Suite 702, New York, NY 10022. 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. The information accessible through our website is not a part of this Quarterly Report on Form 10-Q.

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.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), as of the end of the period covered by this quarterly report. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of ~~November 30, 2017,~~February 28, 2021, that our disclosure controls and procedures were effective such that the information required to be disclosed in our ~~United States Securities and Exchange Commission (the “~~SEC~~”) reports~~ filings is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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, 2020, 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, 2020.

** 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.

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.

Large accelerated filer	¨ ☐		Accelerated filer	¨ ☐
Non-accelerated filer	¨ ☒		Smaller reporting company	x
~~(Do not check if a smaller reporting company)~~		Emerging growth company	¨ ☒ ☐

PART I FINANCIAL INFORMATION

Item 1.		Consolidated Financial Statements ~~(Unaudited)~~		3

	Consolidated Balance Sheets		3	1

	Consolidated Statements of Operations		4	2

	Consolidated Statements of Comprehensive Income	3

	Consolidated Statements of Stockholders’ Equity ~~(Deficit)~~		5	4

	Consolidated Statements of Cash Flows		6	5

	Notes to Consolidated Financial Statements		7	6

Item 2.		~~Management’s~~ Management's Discussion and Analysis of Financial Condition and Results of Operations		16	15

Item 3. Quantitative and Qualitative Disclosures About Market Risk		20

Item 4.		Controls and Procedures		22	20

PART II OTHER INFORMATION

~~Item 6.~~	~~Exhibits~~		23

~~Signatures~~			24

~~Certifications~~

	February 28,			August 31,
	2021			2020
ASSETS	(Unaudited)
Current assets
Cash and cash equivalents	$	8,477,264		$	14,151,523
Short-term investments		5,000,000			-
Deferred research and development costs		346,837			574,731
Prepaid expenses and other current assets		169,579			56,147
Total current assets		13,993,680			14,782,401

Operating lease right-of-use asset		-			42,212
Property and Equipment, net of accumulated depreciation of $95,127 and $93,323, respectively		1,397,795			1,349,495
Security deposit		14,189			2,200
Total assets		15,405,664			16,176,308

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
Accounts payable and accrued expenses		45,271			53,428
Related party payables		64,500			113,186
Current maturities of operating lease		-			24,828
Total current liabilities		109,771			191,442

Non-current operating lease		-			17,737
Total long term liabilities		-			17,737
Total liabilities		109,771			209,179

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, 53,196,799 and 52,959,323 shares issued and outstanding at February 28, 2021 and August 31, 2020, respectively		53,197			52,959
Additional paid-in capital		80,060,807			76,039,209
Accumulated other comprehensive income (loss)		(6,767	)		-
Retained deficit		(64,811,344	)		(60,125,039	)
Total stockholders' equity		15,295,893			15,967,129
Total liabilities and stockholders' equity	$	15,405,664		$	16,176,308

	Three Months Ended February 28, 2021			Three Months Ended February 29, 2020			Six Months Ended February 28, 2021			Six Months Ended February 29, 2020

Revenue	$	-		$	-		$	-		$	-

Operating expenses
Selling, general and administrative		1,786,024			565,142			3,785,809			1,185,923
Research and development		366,525			615,401			914,389			1,194,401
Total operating expenses		2,152,549			1,180,543			4,700,198			2,380,324

Loss from operations		(2,152,549	)		(1,180,543	)		(4,700,198	)		(2,380,324	)

Other income (expense)
Interest income		3,279			73,845			22,668			168,348
Loss on disposal of assets		-			-			(8,775	)		-
Total other income (expense)		3,279			73,845			13,893			168,348

Net loss	$	(2,149,270	)	$	(1,106,698	)	$	(4,686,305	)	$	(2,211,976	)

Basic and Diluted Loss per Common Share	$	(0.04	)	$	(0.02	)	$	(0.09	)	$	(0.04	)

Weighted average number of common shares outstanding - basic and diluted		53,072,574			52,959,323			53,015,949			52,959,323

	Three Months Ended February 28, 2021			Three Months Ended February 29, 2020			Six Months Ended February 28, 2021			Six Months Ended February 29, 2020

Net income (loss)	$	(2,149,270	)	$	(1,106,698	)	$	(4,686,305	)	$	(2,211,976	)
Other comprehensive income (loss):
Foreign currency translation adjustments, net (a)		(10,044	)		-			(6,767	)		-
Comprehensive income (loss)	$	(2,159,314	)	$	(1,106,698	)	$	(4,693,072	)	$	(2,211,976	)

~~SOLARWINDOW TECHNOLOGIES, INC.~~Nevada		59-3509694
~~(Exact name of registrant as specified in its charter)~~

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


2
Item 1A. Risk Factors		21

~~Table of Contents~~Item 6. Exhibits		21

Signatures		22

Certifications

SOLARWINDOW TECHNOLOGIES, INC.
CONSOLIDATED BALANCE SHEETS

	November 30,			August 31,
	2017			2017
	(Unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	2,802,044		$	670,853
Deferred research and development costs		92,338			91,204
Prepaid expenses and other current assets		48,480			16,698
Total current assets		2,942,862			778,755

Equipment, net of accumulated depreciation of $57,017 and $53,181, respectively		49,116			52,953
Total assets	$	2,991,978		$	831,708

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities
Accounts payable and accrued expenses	$	310,295		$	230,184
Total current liabilities		310,295			230,184

Bridge note payable to related party		600,000			600,000
Convertible promissory note payable to related party, net of discount of $1,142,495 and $413,377, respectively		1,857,505			2,586,623
Interest payable to related party		1,140,393			1,046,377
Total long term liabilities		3,597,898			4,233,000
Total liabilities		3,908,193			4,463,184

Commitments and contingencies

Stockholders' equity (deficit)
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, 35,900,419 and 34,329,691 shares issued and outstanding at November 30, 2017 and August 31, 2017, respectively.		35,900			34,330
Additional paid-in capital		40,776,790			35,363,946
Retained deficit		(41,728,905	)		(39,029,752	)
Total stockholders' equity (deficit)		(916,215	)		(3,631,476	)
Total liabilities and stockholders' equity (deficit)	$	2,991,978		$	831,708

FOR THE SIX MONTHS ENDED FEBRUARY 28, 2021	Common Stock				Additional		Retained			Accumulated Other Comprehensive			Total Stockholders'
	Shares		Amount		Paid-in Capital		Deficit			Income (Loss)			Equity
Balance, August 31, 2020		52,959,323		52,959		76,039,209		(60,125,039	)		-			15,967,129
Stock based compensation due to common stock purchase options		-		-		1,838,532		-			-			1,838,532
Foreign currency translation adjustments		-		-		-		-			3,277			3,277
Net loss for the three months ended November 30, 2020		-		-		-		(2,537,035	)		-			(2,537,035	)
Balance, November 30, 2020		52,959,323		52,959		77,877,741		(62,662,074	)		3,277			15,271,903
Exercise of warrants		200,000		200		683,800		-			-			684,000
Exercise of stock options		37,476		38		35,362		-			-			35,400
Stock based compensation due to common stock purchase options		-		-		1,463,904		-			-			1,463,904
Foreign currency translation adjustments		-		-		-		-			(10,044	)		(10,044	)
Net loss for the three months ended February 28, 2021		-		-		-		(2,149,270	)		-			(2,149,270	)
Balance, February 28, 2021		53,196,799	$	53,197	$	80,060,807	$	(64,811,344	)	$	(6,767	)	$	15,295,893

FOR THE SIX MONTHS ENDED FEBRUARY 29, 2020	Common Stock				Additional		Retained			Accumulated Other Comprehensive		Total Stockholders'
	Shares		Amount		Paid-in Capital		Deficit			Income (Loss)		Equity
Balance, August 31, 2019		52,959,323	$	52,959	$	71,166,300	$	(52,771,977	)	$	-	$	18,447,282
Stock based compensation due to common stock purchase options		-		-		420,970		-			-		420,970
Net loss for the three months ended November 30, 2019		-		-		-		(1,105,278	)		-		(1,105,278	)
Balance, November 30, 2019		52,959,323		52,959		71,587,270		(53,877,255	)		-		17,762,974
Stock based compensation due to common stock purchase options		-		-		434,656		-			-		434,656
Net loss for the three months ended February 29, 2020		-		-		-		(1,106,698	)		-		(1,106,698	)
Balance, February 29, 2020		52,959,323	$	52,959	$	72,021,926	$	(54,983,953	)	$	-	$	17,090,932

SOLARWINDOW TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
FOR THE THREE MONTHS ENDED NOVEMBER 30, 2017 AND 2016

	Three Months Ended November 30,
	2017			2016

Revenue	$	-		$	-

Operating expense
Selling, general and administrative		1,841,227			1,044,345
Research and product development		418,763			237,787
Total operating expense		2,259,990			1,282,132

Loss from operations		(2,259,990	)		(1,282,132	)

Other income (expense)
Interest expense		(94,016	)		(76,338	)
Accretion of debt discount		(345,147	)		(364,059	)
Total other income (expense)		(439,163	)		(440,397	)

Net loss	$	(2,699,153	)	$	(1,722,529	)

Basic and Diluted Loss per Common Share	$	(0.08	)	$	(0.06	)

Weighted average number of common shares outstanding - basic and diluted		35,373,077			28,566,605

	Six Months Ended February 28, 2021			Six Months Ended February 29, 2020
Cash flows from operating activities
Net loss	$	(4,686,305	)	$	(2,211,976	)
Adjustments to reconcile net loss to net cash flows used in operating activities
Depreciation		12,455			12,902
Stock based compensation expense		3,302,436			855,626
Loss on disposal of assets		8,775			-
Changes in operating assets and liabilities:
Deferred research and development costs		227,894			(84,330	)
Prepaid expenses and other assets		(113,432	)		(79,546	)
Accounts payable and accrued expenses		(8,193	)		(16,246	)
Operating lease assets and liabilities		(353	)		133
Related party payable		(48,686	)		64,511
Security deposits		(11,542	)		-
Net cash used in operating activities		(1,316,951	)		(1,458,926	)

Cash flows used in investing activities
Purchase of short-term investments		(5,000,000	)		-
Capital expenditures		(71,647	)		(5,031	)
Proceeds from the sale of assets		2,161			-
Net cash used in investing activities		(5,069,486	)		(5,031	)

Cash flows from financing activities
Proceeds from the issuance of equity securities		719,400			-
Net cash from financing activities		719,400			-

Effect of exchange rate changes on cash and cash equivalents		(7,222	)		-
Net increase (decrease) in cash and cash equivalents		(5,674,259	)		(1,463,957	)
Cash and cash equivalents at beginning of period		14,151,523			16,604,011
Cash and cash equivalents at end of period	$	8,477,264		$	15,140,054

Supplemental disclosure of cash flow information:
Interest paid in cash	$	-		$	-
Income taxes paid in cash	$	-		$	-

SOLARWINDOW TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (Unaudited)
FOR THE THREE MONTHS ENDED NOVEMBER 30, 2017 AND YEAR ENDED AUGUST 31, 2017

	Common Stock				Additional Paid-in			Retained			Total Stockholders' Equity
	Shares		Amount		Capital			Deficit			(Deficit)
Balance, August 31, 2016		28,500,221	$	28,500	$	33,729,715		$	(33,676,327	)	$	81,888

July 2017 Private Placement units issued		300,000		300		689,700			-			690,000
Stock based compensation related to stock issuances		138,904		139		448,463			-			448,602
Exercise of warrants for cash		129,000		129		301,731			-			301,860
Exercise of warrants on a cashless basis		5,215,046		5,215		(5,215	)		-			-
Exercise of stock options on a cashless basis		46,520		47		(47	)		-			-
Stock based compensation due to common stock purchase options		-		-		199,599			-			199,599
Net loss for the nine months ended August 31, 2017		-		-		-			(5,353,425	)		(5,353,425	)
Balance, August 31, 2017		34,329,691		34,330		35,363,946			(39,029,752	)		(3,631,476	)

September 2017 Private Placement units issued		821,600		822		2,554,354			-			2,555,176
Stock based compensation related to stock issuances		210,000		210		1,022,490			-			1,022,700
Exercise of warrants for cash		80,000		80		247,920			-			248,000
Exercise of warrants on a cashless basis		379,880		379		(379	)		-			-
Exercise of stock options on a cashless basis		79,248		79		(79	)		-			-
Stock based compensation due to common stock purchase options		-		-		514,273			-			514,273
Discount on convertible promissory note due warrant modifications		-		-		1,074,265			-			1,074,265
Net loss for the three months ended November 30, 2017		-		-		-			(2,699,153	)		(2,699,153	)
Balance, November 30, 2017		35,900,419	$	35,900	$	40,776,790		$	(41,728,905	)	$	(916,215	)

SOLARWINDOW TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
FOR THE THREE MONTHS ENDED NOVEMBER 30, 2017 AND 2016

	Three Months Ended November 30,
	2017			2016
Cash flows from operating activities
Net loss	$	(2,699,153	)	$	(1,722,529	)
Adjustments to reconcile net loss to net cash flows from operating activities
Depreciation		3,837			2,279
Stock based compensation expense		1,536,973			492,200
Accretion of debt discount		345,147			364,059
Changes in operating assets and liabilities:
Decrease (increase) in deferred research and development costs		(1,134	)		120,046
Decrease (increase) in prepaid expenses and other current assets		(31,782	)		(10,618	)
Increase (decrease) in accounts payable and accrued expenses		80,111			(47,482	)
Increase (decrease) in interest payable		94,016			74,885
Net cash flows from operating activities		(671,985	)		(727,160	)

Cash flows from financing activities
Proceeds from the issuance of equity securities		2,803,176			-
Repayment of promissory note		-			(18,146	)
Net cash flows from financing activities		2,803,176			(18,146	)

Change in cash and cash equivalents		2,131,191			(745,306	)

Cash and cash equivalents at beginning of period		670,853			2,509,215

Cash and cash equivalents at end of period	$	2,802,044		$	1,763,909

Supplemental disclosure of cash flow information:
Interest paid in cash	$	-		$	1,453
Income taxes paid in cash	$	-		$	-

Supplemental disclosure of non-cash transactions:
Discount on convertible promissory note due to to warrant modifications	$	1,074,265		$	-

	February 28, 2021		August 31, 2020
Cash and cash equivalents	$	8,477,264	$	14,151,523
Short-term investment		5,000,000		-
	$	13,477,264	$	14,151,523

	Issue	Maturity			Debt					Interest
	Date	Date	Principal		Discount			Balance		Payable
As of November 30, 2017:
March 2015 Loan as amended	3/4/2015	12/31/2019	$	600,000	$	-		$	600,000	$	127,901
2013 Note as amended	10/7/2013	12/31/2019		3,000,000		(1,142,495	)		1,857,505		1,012,492
			$	3,600,000	$	(1,142,495	)	$	2,457,505	$	1,140,393

As of August 31, 2017:
March 2015 Loan as amended	3/4/2015	12/31/2017	$	600,000	$	-		$	600,000	$	113,465
2013 Note as amended	10/7/2013	12/31/2017		3,000,000		(413,377	)		2,586,623		932,912
			$	3,600,000	$	(413,377	)	$	3,186,623	$	1,046,377

	February 28, 2021			August 31, 2020			Increase / (decrease)
Computers, office equipment and software	$	14,800		$	23,709		$	(8,909	)
Furniture and fixtures		15,579			12,634			2,945
Equipment		113,820			113,820			-
Leasehold improvements		28,822			-			28,822
In-process equipment		1,319,901			1,292,655			27,246
Total property and equipment		1,492,922			1,442,818			50,104
Accumulated depreciation		(95,127	)		(93,323	)		1,804
Property and equipment, net	$	1,397,795		$	1,349,495			48,300

	Shares of Common Stock Issuable from Warrants Outstanding as of				Weighted
	November 30,		August 31,		Average
Description		2017		2017	Exercise Price		Expiration
Series M		246,000		246,000	$	2.34	December 31, 2022
Series N		767,000		767,000	$	3.38	December 31, 2022
Series O		-		618,000	$	3.10	October 31, 2017
Series P		309,000		309,000	$	3.70	April 30, 2018
Series Q		-		937,500	$	3.20	December 31, 2022
Series R		937,500		937,500	$	4.00	December 31, 2022
Series S-A		300,000		300,000	$	2.53	December 31, 2022
Series S		821,600		-	$	3.42	September 29, 2022
Total		3,381,100		4,115,000

		Stock Options Outstanding						Stock Options Exercisable
Range of Exercise Prices		Number of Shares Subject to Outstanding Options		Weighted Average Contractual Life (years)		Weighted Average Exercise Price		Number of Shares Subject To Options Exercise		Weighted Average Remaining Contractual Life (Years)		Weighted Average Exercise Price

$	2.70		1,500,000		4.60		2.70		-		4.60		2.70
	2.90		350,000		6.16		2.90		-		6.16		2.90
	3.28		17,500		8.96		3.28		17,500		8.96		3.28
	3.46		35,000		8.10		3.46		15,000		8.10		3.46
	4.87		255,000		9.98		4.87		127,500		9.98		4.87
	4.98		16,667		0.27		4.98		16,667		0.27		4.98
	5.94		33,334		3.07		5.94		33,334		3.07		5.94
Total			2,207,501		5.51	$	3.07		210,001		7.89	$	4.82

	Three Months Ended February 28, 2021		Three Months Ended February 29, 2020		Six Months Ended February 28, 2021^(a)		Six Months Ended February 29, 2020
Operating lease cost	$	4,639	$	6,666	$	40,280	$	13,332
Short-term lease costs		-		-		-		-
Total net lease costs	$	4,639	$	6,666	$		$	13,332

	·	~~our SolarWindow™ transparent electricity-generating glass modules were successfully processed through the rigorous autoclave system for window glass lamination at a commercial window fabricator;~~

	·	successfully completed important freeze/thaw performance testing necessary for the commercialization of our transparent electricity-generating coatings; modules were subjected to more than 200 freeze/thaw cycles, which yielded favorable performance results of the edge sealing processes and minimal impact on the device electrical performance;

	·	expanded product development and successfully applied our electricity-generating coatings onto flexible glass – as thin as a business card (only 0.1-millimeter-thick) – that is flexible enough to be bent without breaking or cracking;

	·	~~entered into the NREL CRADA which is still in effect;~~

	·	~~filed sixty (60) U.S. and international patent applications for our electricity-generating coating and SolarWindow™ technology development efforts;~~

	·	~~expanded the use of our SolarWindow™ coatings to include two new product lines for commercial and military aircraft, and the safety and security of military pilots;~~

	·	~~generated electricity on flexible plastic using novel see-through SolarWindow™ coatings;~~

	·	~~developed new SolarWindow™ coatings with increased transparency and improved color;~~

	·	~~produced the largest OPV device ever fabricated at NREL in the institute’s history; and~~

	·	~~successfully collected and transported electricity using a virtually ‘invisible’ conductive wiring system developed for SolarWindow™;~~

					2021 compared to 2020
	Three Months Ended		Three Months Ended		Increase /			Percentage
	February 28, 2021		February 29, 2020		(Decrease)			Change
Operating expenses:
Selling, general & administrative	$	464,370	$	392,922	$	71,448			18	%
Research and development		224,275		352,965		(128,690	)		(36	)%
Stock compensation		1,463,904		434,656		1,029,248			237	%
Total Operating expense	$	2,152,549	$	1,180,543	$	972,006			82	%

	Three Months Ended February 28, 2021		Three Months Ended February 29, 2020		2021 compared to 2020
Other income (expense)
Interest income	$	3,279	$	73,845		(70,566	)
Total other income (expense)	$	3,279	$	73,845	$	(70,566	)

	Six Months Ended February 28,			Six Months Ended February 29,		2021 compared to 2020
Other income (expense)
Interest income	$	22,668		$	168,348		(145,680	)
Loss on disposal of assets		(8,775	)		-		(8,775	)
Total other income (expense)	$	13,893		$	168,348	$	(154,455	)

Exhibit No.		Description of Exhibit

~~4.1~~		~~Form of Series S Stock Purchase Warrant dated September 29, 2017 (Incorporated by reference to Form 8-K filed on September 29, 2017)~~

~~4.2~~		~~Form of Registration Rights Agreement dated September 29, 2017 (Incorporated by reference to Form 8-K filed on September 29, 2017)~~

~~4.3~~		~~Form of Regulation S Subscription Agreement for Units (Incorporated by reference to Form 8-K filed on September 29, 2017)~~

~~4.4~~		~~Amendment to the 2014 Amended Bridge Loan Agreement dated November 3, 2017 (Incorporated by reference to Form 8-K filed on November 9, 2017)~~

~~4.5~~		~~Third Amendment to the 2015 Bridge Loan Agreement dated November 3, 2017 (Incorporated by reference to Form 8-K filed on November 9, 2017)~~

~~10.1~~		~~Employment Agreement with John Conklin dated as of December 27, 2017 (Incorporated by reference to Form 8-K filed on January 3, 2018)~~

31.1		Certification of Principal Executive Officer ~~and~~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 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 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		XBRL Instance Document**
101.SCH		XBRL Taxonomy Extension Schema Document**
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document**
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document**
101.LAB		XBRL Taxonomy Extension Label Linkbase Document**
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document**

By:		/S/ Jatinder S. Bhogal
	~~SolarWindow Technologies, Inc.~~	Jatinder S. Bhogal
	~~(Registrant)~~	Chief Executive Officer
		(Principal Financial Officer)
Date:		April 2, 2021

~~Date: January 16, 2018~~	~~By:~~	~~/s/ John A. Conklin~~
		~~John A. Conklin~~
		~~Chief Executive Officer, Chief Financial Officer and Director~~
By:		/S/ Justin Frere
		Justin Frere, CPA
		Interim Chief Financial Officer
		(~~Principal Executive Officer,~~ Principal Financial ~~Officer,~~ ~~and Principal Accounting~~ Officer)
Date:		April 2, 2021