UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒

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

For the quarterly period ended ~~February~~May 2831, 2025

☐

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

For the transition period from ___________ to ___________

Commission file number 333-127953

SOLARWINDOW TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

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

9375 E. Shea Blvd., Suite 107-B
Scottsdale, AZ		85260
(Address of principal executive offices)		(Zip Code)

(800) 213-0689

(Registrant’s telephone number, including area code)

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

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

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

Yes ☒ No ☐

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

Yes ☐ No ☒

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 5365,~~198~~779,~~399~~045 shares of common stock, par value $0.001, were outstanding on ~~April~~ July 10, 2025.

SOLARWINDOW TECHNOLOGIES, INC.

FORM 10-Q

For the Quarterly Period Ended ~~February~~May 2831, 2025

Table of Contents

PART I – FINANCIAL INFORMATION
PART I FINANCIAL INFORMATION
Item 1.	Consolidated Financial Statements
Item 1. Consolidated Financial Statements
Consolidated Balance Sheets	~~Consolidated Balance Sheets~~1	1
Consolidated Statements of Operations and Comprehensive Loss	~~Consolidated Statements of Operations and Comprehensive Loss~~2	2
	Consolidated Statements of Stockholder’s Equity	3
Consolidated Statements of Stockholders’ Equity	3
Consolidated Statements of Cash Flows	~~Consolidated Statements of Cash Flows~~4	4
Notes to Consolidated Financial Statements	~~Notes to Consolidated Financial Statements~~5	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	18
Item 3. Quantitative and Qualitative Disclosures About Market Risk	17
Item 4.	Controls and Procedures	18
Item 4. Controls and Procedures	17
PART II – OTHER INFORMATION
PART II OTHER INFORMATION
Item 1A.	Risk Factors	18
Item 1A. Risk Factors	18
Item 6.	Exhibits	18
Item 6. Exhibits	18
Signatures	19	19
Certifications

PART I — FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

SOLARWINDOW TECHNOLOGIES, INC.


SOLARWINDOW TECHNOLOGIES, INC.
CONSOLIDATED BALANCE SHEETS

	May 31,			August 31,
	2025			2024
ASSETS		(Unaudited)
Current assets
Cash and cash equivalents	$	3,237,670		$	1,249,446
Short-term investments		-			3,000,000
Deferred research and development costs		70,767			45,706
Prepaid expenses and other current assets		100,536			681,529
Current assets of discontinued operations		12			13,489
Total current assets		3,408,985			4,990,170
Property and Equipment, net		16,453			13,458
Total assets	$	3,425,438		$	5,003,628

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
Accounts payable and accrued expenses	$	185,016		$	85,922
Related party payables		97,722			113,120
Current liabilities of discontinued operations		108,218			122,470
Total current liabilities		390,956			321,512
Total liabilities		390,956			321,512

Commitments and contingencies

Stockholders' equity
Preferred stock: $0.10 par value; 1,000,000 shares authorized, no shares issued and outstanding		-			-
Common stock: $0.001 par value; 300,000,000 shares authorized, 53,198,399 shares issued and outstanding at May 31, 2025 and August 31, 2024		53,198			53,198
Additional paid-in capital		83,642,029			83,538,904
Accumulated other comprehensive loss		(75,592	)		(76,702	)
Accumulated deficit		(80,585,153	)		(78,833,284	)
Total stockholders' equity		3,034,482			4,682,116
Total liabilities and stockholders' equity	$	3,425,438		$	5,003,628

CONSOLIDATED BALANCE SHEETS

		February 28,			August 31,
		2025			2024
ASSETS		(Unaudited)
Current assets
Cash and cash equivalents	$	3,797,520		$	1,249,446
Short-term investments		—			3,000,000
Deferred research and development costs		63,745			45,706
Prepaid expenses and other current assets		69,747			681,529
Current assets of discontinued operations		12			13,489
Total current assets		3,931,024			4,990,170
Property and Equipment, net		10,312			13,458
Total assets	$	3,941,336		$	5,003,628
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued expenses	$	102,866		$	85,922
Related party payables		150,477			113,120
Current liabilities of discontinued operations		104,233			122,470
Total current liabilities		357,576			321,512
Total liabilities		357,576			321,512
Commitments and contingencies
Stockholders' equity
Preferred stock: $0.10 par value; 1,000,000 shares authorized, no shares issued and outstanding		—			—
Common stock: $0.001 par value; 300,000,000 shares authorized, 53,198,399 shares issued and outstanding at February 28, 2025 and August 31, 2024		53,198			53,198
Additional paid-in capital		83,642,029			83,538,904
Accumulated other comprehensive loss		(72,033	)		(76,702	)
Accumulated deficit		(80,039,434	)		(78,833,284	)
Total stockholders' equity		3,583,760			4,682,116
Total liabilities and stockholders' equity	$	3,941,336		$	5,003,628

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

SOLARWINDOW TECHNOLOGIES, INC.


SOLARWINDOW TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED)

	Three Months Ended May 31, 2025			Three Months Ended May 31, 2024			Nine Months Ended May 31, 2025			Nine Months Ended May 31, 2024

Revenue	$	-		$	-		$	-		$	-

Operating expenses:
Selling, general and administrative		385,865			693,417			1,339,508			1,514,241
Research and development		167,643			161,891			478,158			411,224
Total operating expenses		553,508			855,308			1,817,666			1,925,465
Loss from operations		(553,508	)		(855,308	)		(1,817,666	)		(1,925,465	)

Other income:
Interest income		13,215			81,400			96,237			210,496
Impairment of fixed assets		-			(683,950	)		-			(683,950	)
Total other income		13,215			(602,550	)		96,237			(473,454	)
Net loss from continuing operations		(540,293	)		(1,457,858	)		(1,721,429	)		(2,398,919	)
Net loss from discontinued operations		(5,426	)		(4,456	)		(30,440	)		(11,797	)
Deemed dividend attributable to warrant modification		-			-			-			(400,000	)
Net loss attributable to common stockholders		(545,719	)		(1,462,314	)		(1,751,869	)		(2,810,716	)
Other comprehensive income (loss):
Foreign currency translation gain/(loss)		(3,559	)		2,791			1,110			3,494
Comprehensive (loss) attributable to common stockholders’	$	(549,278	)	$	(1,459,523	)	$	(1,750,759	)	$	(2,807,222	)

Loss per Share from continuing operations basic and diluted	$	(0.01	)	$	(0.03	)	$	(0.03	)	$	(0.05	)
Loss per Share from discontinued operations basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Net loss attributable to common stockholders per share basic and diluted	$	(0.01	)	$	(0.03	)	$	(0.03	)	$	(0.05	)

Weighted average number of common shares outstanding - basic and diluted		53,198,399			53,198,399			53,198,399			53,198,399

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED)

		Three Months Ended February 28, 2025			Three Months Ended February 29, 2024			Six Months Ended February 28, 2025			Six Months Ended February 29, 2024
Revenue	$	—		$	—		$	—		$	—
Operating expenses:
Selling, general and administrative		495,692			369,323			953,644			820,824
Research and development		173,335			132,638			310,514			249,334
Total operating expenses		669,027			501,961			1,264,158			1,070,158
Loss from operations		(669,027	)		(501,961	)		(1,264,158	)		(1,070,158	)
Other income:
Interest income		38,983			60,401			83,022			129,096
Total other income		38,983			60,401			83,022			129,096
Net loss from continuing operations		(630,044	)		(441,560	)		(1,181,136	)		(941,062	)
Net loss from discontinued operations		(24,043	)		(5,471	)		(25,014	)		(7,341	)
Deemed dividend attributable to warrant modification		—			(400,000	)		—			(400,000	)
Net loss attributable to common stockholders		(654,087	)		(847,031	)		(1,206,150	)		(1,348,403	)
Other comprehensive income (loss):
Foreign currency translation gain/(loss)		2,368			2,231			4,669			703
Comprehensive (loss) attributable to common stockholders’	$	(651,719	)	$	(844,800	)	$	(1,201,481	)	$	(1,347,700	)
Loss per Share from continuing operations basic and diluted	$	(0.01	)	$	(0.01	)	$	(0.02	)	$	(0.02	)
Loss per Share from discontinued operations basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Net loss attributable to common stockholders per share basic and diluted	$	(0.01	)	$	(0.02	)	$	(0.02	)	$	(0.02	)
Weighted average number of common shares outstanding - basic and diluted		53,198,399			53,198,399			53,198,399			53,198,399

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

SOLARWINDOW TECHNOLOGIES, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED)

	Common Stock	~~Common Stock~~				~~Additional Paid-in~~		~~Accumulated Other Comprehensive~~			~~Retained~~			~~Total Stockholders’~~
		Shares		Amount		Capital		Income (Loss)			Deficit			Equity
FOR THE NINE MONTHS ENDED MAY 31, 2025	Shares		Amount		Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)			Retained Deficit			Total Stockholders' Equity
FOR THE SIX MONTHS ENDED FEBRUARY 28, 2025
Balance, August 31, 2024		53,198,399	$	53,198	$	83,538,904	$	(76,702	)	$	(78,833,284	)	$	4,682,116
Stock based compensation due to common stock purchase options		—-		—-		51,563		—-			—-			51,563
Foreign currency translation adjustments		—-		—-		—-		2,301			—-			2,301
Net loss		—-		—-		—-		—-			(552,063	)		(552,063	)
Balance, November 30, 2024		53,198,399		53,198		83,590,467		(74,401	)		(79,385,347	)		4,183,917
Stock based compensation due to common stock purchase options		—-		—-		51,562		—-			—-			51,562
Foreign currency translation adjustments		—-		—-		—-		2,368			—-			2,368
Net Loss		—-		—-		—-		—-			(654,087	)		(654,087	)
Balance, February 28, 2025		53,198,399	$	53,198	$	83,642,029	$	(72,033	)	$	(80,039,434	)	$	3,583,760
FOR THE SIX MONTHS ENDED FEBRUARY 29, 2024
Foreign currency translation adjustments		-		-		-		(3,559	)		-			(3,559	)
Balance, August 31, 2023		53,198,399	$	53,198	$	82,735,384	$	(78,159	)	$	(75,377,869	)	$	7,332,554
Net Loss		-		-		-		-			(545,719	)		(545,719	)
Stock based compensation due to common stock purchase options		—		—		23,215		—			—			23,215
Balance, May 31, 2025		53,198,399	$	53,198	$	83,462,029	$	(75,592	)	$	(80,585,153	)	$	3,034,482
Foreign currency translation adjustment		—		—		—		(1,528	)		—			(1,528	)
FOR THE NINE MONTHS ENDED MAY 31, 2024
Net loss		—		—		—		—			(501,372	)		(501,372	)
Balance, August 31, 2023		53,198,399	$	53,198	$	82,735,384	$	(78,159	)	$	(73,377,869	)	$	7,332,554
Stock based compensation due to common stock purchase options		-		-		23,215		-			-			23,215
Foreign currency translation adjustment		-		-		-		(1,528	)		-			(1,528	)
Net loss		-		-		-		-			(501,372	)		(501,372	)
Balance, November 30, 2023		53,198,399		53,198		82,758,599		(79,687	)		(75,879,241	)		6,852,869
Stock based compensation due to common stock purchase options		—-		—-		48,840		—-			—-			48,840
Deemed dividend attributable to warrant modification		—-		—-		400,000		—-			(400,000	)		—-
Foreign currency translation adjustment		—-		—-		—-		2,231			—-			2,231
Net loss		—-		—-		—-		—-			(447,031	)		(447,031	)
Balance, February 29, 2024		53,198,399	$	53,198	$	83,207,439	$	(77,456	)	$	(76,726,272	)	$	6,456,909
Stock based compensation due to common stock purchase options		-		-		279,903		-			-			279,903
Foreign currency translation adjustment		-		-		-		2,791			-			2,791
Net loss		-		-		-		-			(1,462,314	)		(1,462,314	)
Balance, May 31, 2024		53,198,399	$	53,198	$	83,487,342	$	(74,665	)	$	(78,188,586	)	$	5,277,289

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

SOLARWINDOW TECHNOLOGIES, INC.


SOLARWINDOW TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

	For the Nine Months Ended May 31,
	2025			2024
Cash flows from operating activities
Net loss from continuing operations	$	(1,721,429	)	$	(2,398,921	)
Net loss from discontinued operations		(30,440	)		(11,797	)
Adjustments to reconcile net loss to net cash flows used in operating activities:
Depreciation		5,096			9,213
Stock based compensation expense		103,125			351,958
Impairment of fixed assets		-			683,950
Changes in operating assets and liabilities:
Deferred research and development costs		(25,061	)		(10,184	)
Prepaid expenses and other assets		593,444			149,957
Accounts payable and accrued expenses		86,978			22,398
Related party payable		(15,398	)		53,864
Net cash used in operating activities		(1,003,685	)		(1,149,562	)

Cash flows from investing activities
Purchase of short-term investments		-			(4,000,000	)
Redemption of short-term investments		3,000,000			5,500,000
Capital expenditures		(8,091	)		(1,949	)
Net cash provided by (used in) investing activities		2,991,909			1,498,051
Effect of exchange rate changes on cash and cash equivalents		-			(1	)
Net increase in cash and cash equivalents		1,988,224			348,488
Cash and cash equivalents at beginning of period		1,249,446			492,610
Cash and cash equivalents at end of period	$	3,237,670		$	841,098

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

		Six Months Ended February 28, 2025			Six Months Ended February 29, 2024
Cash flows from operating activities
Net loss from continuing operations	$	(1,181,136	)	$	(941,062	)
Net loss from discontinued operations		(25,014	)		(7,341	)
Adjustments to reconcile net loss to net cash flows used in operating activities:
Depreciation		3,146			6,648
Stock based compensation expense		103,125			72,055
Changes in operating assets and liabilities:
Deferred research and development costs		(18,039	)		(32,724	)
Prepaid expenses and other assets		624,233			171,727
Accounts payable and accrued expenses		4,402			(80,279	)
Related party payable		37,357			19,481
Net cash used in operating activities		(451,926	)		(791,495	)
Cash flows from investing activities
Purchase of short-term investments		—			(4,000,000	)
Redemption of short-term investments		3,000,000			5,500,000
Capital expenditures		—			(1,949	)
Net cash provided by investing activities		3,000,000			1,498,051
Effect of exchange rate changes on cash and cash equivalents		—			(1	)
Net increase in cash and cash equivalents		2,548,074			706,555
Cash and cash equivalents at beginning of period		1,249,446			492,610
Cash and cash equivalents at end of period	$	3,797,520		$	1,199,165

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

SOLARWINDOW TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1 – Organization

Organization

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

On August 24, 2020, SolarWindow Technologies, Inc. formed wholly owned SolarWindow Asia (USA) Corp., a Nevada Corporation, as the holding company for SolarWindow Asia Co. Ltd., (the “Korean Subsidiary”) a company formed in the Republic of Korea for the purpose of expansion into the Asian markets. On January 13, 2023, the Board formally elected to dissolve the Korean Subsidiary. SWT has retained a local accountant and legal counsel in South Korea to assist in the dissolution of the Korean Subsidiary which the Company expects to be completed during its fiscal fourth quarter. See also NOTE 3 – Discontinued Operations.

Liquidity

The Company has not generated any revenue since inception and has sustained recurring losses and negative cash flows from operations since inception. We expect to incur losses as we continue to develop and further refine and promote our technologies and potential product applications. As of ~~February~~May 2831, 2025, the Company had $3,~~797~~237,~~520~~ 670 of cash, and working capital of $3,~~573~~018,~~448~~029. 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 additional capital investment. The Company will need to raise additional capital to commercialize its electricity generating coatings and application methodology. See also NOTE 9 – Subsequent Events.

NOTE 2 – Interim Statement Presentation

Basis of Presentation and Use of Estimates

The accompanying unaudited interim consolidated financial statements of the Company as of ~~February~~May 2831, 2025, and for the three and ~~six~~nine months ended ~~February~~May 2831, 2025 and ~~February 29,~~ 2024 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, 2024, included in our Annual Report on Form 10-K filed with the SEC on November 20, 2024.

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with U.S. GAAP, which requires management to make estimates and assumptions that affect amounts reported in the Consolidated Financial Statements and accompanying disclosures. Actual results may differ from those estimates. The accompanying ~~unaudited~~ unaudited interim consolidated financial statements have been prepared on the same basis as the audited financial statements and include all adjustments (including normal recurring adjustments) that are, in the opinion of management, necessary for a fair presentation of the Company’s consolidated financial position as of ~~February~~May 2831, 2025, results of operations, stockholders’ equity and cash flows for the three and nine ~~six~~ months ended ~~February~~May 2831, 2025 and ~~February 29,~~ 2024. The Company did not record an income tax provision during the periods presented due to net taxable losses. The results of operations for any interim period are not necessarily indicative of the results of operations for the entire year.

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

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

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

Information regarding the Company’s significant accounting policies is contained in Note 2, “Summary of significant accounting policies,” to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended August 31, 2024. Presented below and in the following notes is supplemental information that should be read in conjunction with “Notes to Financial Statements” in the Annual Report.

Fiscal quarter

The Company’s quarterly periods end on November 30, ~~February~~ February 28, May 31, and August 31. The Company’s ~~second~~third quarter in fiscal 2025 and 2024 ended on ~~February~~May 2831, 2025 and ~~February 29~~May 31, 2024, respectively.

Cash and Cash Equivalents and Short-Term Investments

Cash includes cash on hand and short-term investments with original maturities of three months or less from the date of purchase. The Company had $3,~~797~~237,~~520~~670 of cash as of ~~February 28~~May 31, 2025, including $~~480~~2,~~059~~457,128 held in the US and covered by up to $250,000 of FDIC insurance, and $3780,~~317,461~~541 held in Canadian banks with $3707,~~248,200~~ 856 in excess of Canadian Deposit Insurance Corporation insured limits.

Cash and cash equivalents and short-term investments include the following:

Schedule of cash and cash equivalents and short-term investments
		February 28,		August 31,
	May 31,		August 31,
	2025	~~2025~~	2024	~~2024~~
Cash	$	3,~~797~~237,~~520~~670	$	1,249,446
Short-term investments		—-		3,000,000
Total cash and short-term investments	$	3,797,520	$	4,249,446
Total cash and short term investments	$	3,237,670	$	4,249,446

Short-term investments

The Company determines the balance sheet classification of its investments at the time of purchase and evaluates the classification at each balance sheet date. Money market funds, certificates of deposit, and time deposits with maturities of greater than three months but no more than twelve months are carried at cost, which approximates fair value and are recorded in the consolidated balance sheets in short-term investments. Time Deposits typically pay earned interest at the time of maturity or redemption. During the ~~six~~nine months ended ~~February~~May 2831, 2025 and ~~February 29,~~ 2024, $3,000,000 and $5,500,000 of time deposits matured. During the ~~three~~nine months ended ~~February~~May 2831, 2025 and ~~February 29,~~ 2024, the Company received $64130,~~770~~ 304 and $~~264~~270,~~246~~161, respectively, of earned interest on its time deposits. During the ~~six~~three and nine months ended ~~February~~May 2831, 2025 ~~and February 29~~, ~~2024,~~ the Company ~~received~~recognized $~~130,304~~ 0 and $~~270~~75,~~161, respectively,~~ 092 of ~~earned~~ interest income onrelated ~~its~~to ~~time~~short-term ~~deposits~~investments. During the three and nine months ended ~~February 28,~~May ~~2025 and February 29~~31, 2024, the Company recognized ~~interest income related to short-term investment of~~ $3751,~~071~~ 850 and $52172,~~618,~~426 of ~~respectively. During the six months ended February 28, 2025 and February 29, 2024, the Company recognized~~ interest income related to short-term ~~investment of $75,092 and $120,576, respectively~~investments.

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets includes the following items:

Schedule of prepaid expenses and other current assets
		February 28,		August 31,
	May 31,		August 31,
	2025	~~2025~~	2024	~~2024~~
Prepaid expenses	$	—7,500	$	8,000
Prepaid insurance premium (a)		6939,~~747~~667		9,612
Interest income receivable (b)		—-		55,212
Equipment deposit refund receivable (c)		—-		608,705
Total	$	69,747	$	681,529
Deferred financing costs (d)		53,370		-
Total	$	100,536	$	681,529

^(a)

Relates to prepaid premium on the Company’s Directors and Officers liability insurance

^(b)

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

^(c)

For additional information, see NOTE 5 – Property and Equipment

^(d)

Legal costs related to the financing that closed on June 16, 2025.

Accounting Pronouncements

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

Recent accounting pronouncements not yet adopted

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, Disaggregation of Income Statement Expenses. This new guidance is designed to improve the disclosures about the types of expenses, including employee compensation, depreciation, and amortization, and costs incurred related to inventory and manufacturing activities. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027 on a prospective basis with optional retrospective application. Early adoption is permitted. The Company is currently assessing the impact that adopting this new accounting standard will have on its consolidated financial statements.

In November 2023, the FASB issued ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”). ASU 2023-07 expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. The standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, which means that it will be effective for our annual periods beginning September 1, 2024, and our interim periods beginning September 1, 2025. The Company expects to adopt ASU No. 2023-07 for our annual reporting for fiscal year 2025. The Company does not expect this guidance to have a material impact on the Company's consolidated financial statements.

Recently adopted accounting pronouncements

None.

NOTE 3 – Discontinued Operations

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

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

The following table summarizes the significant items included in income from discontinued operations, net of tax in the Consolidated Statement of Operations and Comprehensive Loss for the three and ~~six~~nine months ended ~~February~~May 2831, 2025 and ~~February 29,~~ 2024:

Schedule of statement of operations and comprehensive loss

Three Months Ended February 28, 2025

Three Months Ended February 29, 2024

Six Months Ended February 28, 2025

Six Months Ended February 29, 2024

Three Months Ended May 31, 2025

Three Months Ended May 31, 2024

Nine Months Ended May 31, 2025

Nine Months Ended May 31, 2024

Operating expenses

Selling, general and administrative

245,~~043~~426

54,~~471~~456

2530,~~014~~440

711,~~341~~797

Total operating expenses

245,~~043~~426

54,~~471~~456

2530,~~014~~440

711,~~341~~797

Net loss from discontinued operations

(245,~~043~~426

)

(54,~~471~~456

)

(2530,~~014~~440

)

(711,~~341~~797

)

The following table summarizes the carrying value of the significant classes of assets and liabilities classified as discontinued operations as of ~~February~~May 2831, 2025 and August 31, 2024:

Schedule of significant classes of assets and liabilities
		February 28, 2025		August 31, 2024
	May 31, 2025		August 31, 2024
Current assets
Prepaid expenses and other current assets	$	12	$	13,489
Total current assets		12		13,489
Total assets	$	12	$	13,489
Current liabilities
Accounts payable and accrued expenses	$	~~104~~65,~~233~~174	$	122,470
Total current liabilities	$	~~104~~65,~~233~~174	$	122,470

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

NOTE 4 - Net Income (Loss) Per Share

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

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

Schedule of computation of diluted losses per share
	Three Months Ended February 28, 2025	Three Months Ended February 29, 2024	Six Months Ended February 28, 2025	Six Months Ended February 29, 2024
Stock options	5,433,000	4,183,000	5,433,000	4,183,000
Warrants	16,666,667	16,666,667	16,666,667	16,666,667
	22,099,667	20,849,667	22,099,667	20,849,667

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


	Three Months Ended May 31,				Nine Months Ended May 31
	2025		2024		2025		2024
Stock options		5,433,000		5,433,000		5,433,000		5,433,000
Warrants		16,666,667		16,666,667		16,666,667		16,666,667
		22,099,667		22,099,667		22,099,667		22,099,667

NOTE 5 – Property and Equipment

Property and equipment consists of the following:

Schedule of property and equipment
		February 28,			August 31,
	May 31,			August 31,
	2025	~~2025~~		2024	~~2024~~
Computers, office equipment and software	$	1624,~~051~~142		$	16,051
Equipment		133,653			133,653
Total property and equipment		~~149~~157,~~704~~795			149,704
Accumulated depreciation		(~~139~~141,~~392~~342	)		(136,246	)
Property and equipment, net	$	1016,~~312~~453		$	13,458

During the three months ended ~~February~~May 2831, 2025 and ~~February~~ ~~29,~~ 2024, the Company recognized straight-line depreciation expense of $1,~~501~~950 and $32,~~054~~565, respectively. During the ~~six~~nine months ended ~~February~~May 2831, 2025 and ~~February 29,~~ 2024, the Company recognized straight-line depreciation expense of $35,~~146~~096 and $69,~~648~~213, respectively.

During the year ended August 31, 2019, the Company made deposits for in-process equipment totaling $1,292,655 (the “Equipment Deposit”) towards the purchase of manufacturing equipment. In fiscal 2024, the Company decided to pursue similar equipment that will enable significantly increased efficiency and capabilities. As a result, the Company reclassified the unused portion of the Equipment Deposit ($608,705) to current assets inand ~~anticipation~~received ofthe a return of ~~those funds. The Company received payment~~ of those funds during the ~~three~~nine months ended ~~February~~May 2831, 2025.

NOTE 6 – Common Stock and Warrants

Common Stock

At ~~February~~May 2831, 2025, the Company had 300,000,000 authorized shares of common stock with a par value of $0.001 per share, and 53,198,399 shares of common stock outstanding.

Warrants

Each of the Company’s warrants outstanding entitles the holder to purchase one share of the Company’s common stock for each warrant share held. The following warrants may be exercised on a cashless basis. A summary of the Company’s warrants outstanding and exercisable as of ~~February~~May 2831, 2025 and August 31, 2024 is as follows:

Schedule of warrants outstanding and exercisable

Weighted Average

Shares of Common Stock Issuable from Warrants Outstanding as of

Description

May 31, 2025

~~February 28, 2025~~

August 31, 2024

~~August 31, 2024~~

Weighted Average Exercise Price

~~Exercise Price~~

Date of Issuance

~~Date of Issuance~~

Expiration

~~Expiration~~

Series T

16,666,667

1.70

November 26, 2018

~~November 26, 2018~~

November 26, 2030

~~November 26, 2030~~

On February 5, 2024, the Board modified the terms of the Series T warrants to extend the expiration date for an additional five (5) years. No other term was modified. The modification was not was not linked to any other financing arrangements. The Company calculated the incremental fair value of the modification at $400,000 which is presented on the Consolidated Statement of Operations as a deemed dividend for the ~~three~~nine ~~and six~~ months ended ~~February~~May 2931, 2024.

NOTE 7 - Stock Options

The Company measures share-based compensation cost on the grant date, based on the fair value of the award, and recognizes the expense on a straight-line basis over the requisite service period for awards expected to vest. The Company estimates the grant date fair value of stock options using a Black-Scholes valuation model. No stock options were granted during the three and ~~six~~nine months ended ~~February~~May 2831, 2025 and ~~February 29,~~ 2024. A summary of the Company’s stock option activity for the ~~six~~ nine months ended ~~February~~May 2831, 2025 and related information follows:

Schedule of stock option activity
	Number of Shares Subject to Option Grants	~~Number of Shares Subject to Option Grants~~	Weighted Average Exercise Price ($)	~~Weighted Average Exercise Price ($)~~	Weighted Average Remaining Contractual Term	~~Weighted Average Remaining Contractual Term (in years)~~	Aggregate Intrinsic Value ($)	~~Aggregate Intrinsic Value ($)~~
Outstanding at August 31, 2024		5,433,000		2.41		4.38 years		—-
Outstanding at February 28, 2025		5,433,000		2.41		3.89		—
Outstanding at May 31, 2025		5,433,000		2.41		3.64 years		-
Exercisable at February 28, 2025		4,808,000		2.68		3.86		—
Exercisable at May 31, 2025		5,433,000		2.41		3.64 years		-

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 ~~February~~May 2831, 2025. 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 $0.3226 on ~~February~~May 2831, 2025 and no outstanding options have an ~~exercise~~ exercise price below $0.3226 per share, as of ~~February~~May 2831, 2025 there is no intrinsic value in the Company’s outstanding and vested stock options.

The following table sets forth the share-based compensation cost resulting from stock option grants, including those previously granted and vesting over time, that were recorded in the Company’s ~~Statements~~ Statements of Operations for the three and ~~six~~nine months ended ~~February~~May 2831, 2025 and ~~February 29,~~ 2024:

Schedule of share-based compensation

Three Months Ended May 31, 2025

Three Months Ended May 31, 2024

Nine Months Ended May 31, 2025

Nine Months Ended May 31, 2024

Three Months Ended February 28, 2025

Three Months Ended February 29, 2024

Six Months Ended February 28, 2025

Six Months Ended February 29, 2024

Stock compensation expense:

Selling, general and administrative

~~51,562~~-

48279,~~135~~198

103,125

70349,~~645~~843

Research and development

—-

705

—-

12,~~410~~115

Total

~~51,562~~-

48279,~~840~~903

103,125

72351,~~055~~958

As of ~~February~~May 2831, 2025, the Company had no unrecognized compensation cost related to unvested stock options.

The following table summarizes information about stock options outstanding and exercisable at May 31, 2025:


		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 ($)		Number of Shares Subject To Options Exercise		Weighted Average Remaining Contractual Life (Years)		Weighted Average Exercise Price ($)
	0.33		1,250,000		3.86		0.33		1,250,000		3.86		0.33
	2.32		153,000		4.36		2.32		153,000		4.36		2.32
	2.60		2,500,000		3.69		2.60		2,500,000		3.69		2.60
	3.42		50,000		1.39		3.42		50,000		1.39		3.42
	3.46		35,000		0.60		3.46		35,000		0.60		3.46
	3.54		1,225,000		3.13		3.54		1,225,000		3.13		3.54
	4.87		110,000		3.47		4.87		110,000		3.47		4.87
	6.21		110,000		6.41		6.21		110,000		6.41		6.21
	Total		5,433,000		3.64		2.41		5,433,000		3.64		2.41

The following table summarizes information about stock options outstanding and exercisable at February 28, 2025:

Schedule of stock options outstanding and exercisable
	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 ($)		Number of Shares Subject To Options Exercise		Weighted Average Remaining Contractual Life (Years)		Weighted Average Exercise Price ($)
0.33		1,250,000		4.11		0.33		625,000		4.11		0.33
2.32		153,000		4.61		2.32		153,000		4.61		2.32
2.60		2,500,000		3.94		2.60		2,500,000		3.94		2.60
3.42		50,000		1.64		3.42		50,000		1.64		3.42
3.46		35,000		0.85		3.46		35,000		0.85		3.46
3.54		1,225,000		3.38		3.54		1,225,000		3.38		3.54
4.87		110,000		3.72		4.87		110,000		3.72		4.87
6.21		110,000		6.66		6.21		110,000		6.66		6.21
Total		5,433,000		3.89		2.41		4,808,000		3.86		2.68

NOTE 8 - Transactions with Related Persons

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

Joseph Sierchio, one of the Company’s directors, has maintained his role as the Company’s general counsel since ~~its~~2005. ~~inception~~Currently, ~~and,~~Mr. ~~beginning in August 2020~~Sierchio, as ~~Principal~~principal of Sierchio Law, LLP ~~pursuant to an engagement letter which provided for an annual fee of $175~~,~~000,~~ ~~payable~~serves inas ~~equal~~the ~~monthly installments, in exchange~~Company’s ~~for~~ general counsel ~~services, and the reimbursement of expenses. Beginning November 2023, Mr. Sierchio began serving as general counsel~~ on an hourly basis at the rate of $750 per hour. Fees for legal services billed by Sierchio Law, LLP totaled ~~approximately~~ $7572,~~000~~393 and $8078,~~685~~663 for the three months ended ~~February~~May 2831, 2025 and ~~February 29,~~ 2024, respectively, and $~~136~~209,~~700~~093 and $~~124~~203,~~435~~098 for the ~~six~~nine months ended May ~~February 28~~31, 2025 and ~~February 29,~~ 2024, respectively. As of ~~February~~May 2831, 2025, the Company recognized a related party payable to Sierchio Law, LLP of $9749,~~500,~~ 818 including $9547,~~000~~318 related to legal services and $2,500 related to the quarterly board fee for the three months ended ~~February~~May 2831, 2025. As of August 31, 2024, the Company recognized a related party payable to Sierchio Law, LLP of $40,225, including $37,725 related to legal services and $2,500 related to the quarterly board fee for the three months ended August 31, 2024.

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

NOTE 9 – Subsequent Events

Management has reviewed material events subsequent of the period ended May ~~February 28~~31, 2025 and through the date of filing of financial statements in accordance with FASB ASC 855 “Subsequent Events”. ~~In managements opinion, no material subsequent events have occurred as of the date of this quarterly report.~~

In March 2025, the Company initiated, and on June 16, 2025 closed, a self-directed offering of 12,580,646 units at a price of $0.31 per unit for $3,900,000 in aggregate proceeds. The unit price was based on the average of the closing price of the Company's common stock as reported on OTC Pink for the 20 trading days ending March 13, 2025. Each unit consisted of one (1) share of common stock and one Series U Stock Purchase Warrant to purchase one (1) share of common stock at an exercise price of $0.47 per share through June 16, 2028. The closing of the transactions contemplated by the subscription agreements occurred on June 16, 2025.

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

Forward-Looking Statements

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

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

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

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

Overview

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

Our LiquidElectricity® Coatings are under development with support from commercial contract firms and at the U.S. Department of Energy’s National Renewable Energy Laboratory, through Cooperative Research and Development Agreements.

We have overcome major technical challenges and achieved many important milestones resulting in an expansion of the potential applications of LiquidElectricity® Coatings which span multiple industries, including architectural, automotive, agrivoltaic, aerospace, commercial transportation and marine.

Currently, we do not 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 additional technologies 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.

On August 22, 2024 Lippert Components Inc. and SolarWindow Technologies, Inc. agreed to jointly pursue the integration of SolarWindow technologies into select Lippert components to produce transparent electricity-generating SolarWindow-Lippert Products. There is no assurance that any of the mutually defined goals will be attained or that future agreements will be successfully negotiated or consummated and no assurance that SolarWindow-Lippert Products will be successfully engineered, prototyped, tested, certified, manufactured, produced, or sold.

We cannot accurately predict the amount of funding, or the time required to successfully design, fabricate and commercialize 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 ~~February~~May 2831, 2025, we had working capital of $3,~~573~~018,~~448~~000 and cash of $3,~~797~~238,~~520~~000. 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 over the next twelve months following the issuance of this Quarterly Report on Form 10-Q.

Management recognizes that in order for us to meet our capital requirements, and continue toour ~~operate~~business activities, additional financing ~~will~~is be necessary. WeIn ~~expect~~order to ~~raise~~meet ~~additional~~the Company’s near-term capital requirements ~~funds~~in ~~through~~an ~~private~~effort orto ~~public~~further ~~equity~~its ~~financings~~development ~~with~~efforts ~~financial~~being orpursued ~~strategic~~at ~~investors~~Lippert inand ~~order~~elsewhere, toon ~~expand~~March 13, 2025, the ~~range~~Company initiated and ~~scope~~on June of16, ~~our business~~2025, ~~operations;~~the ~~however~~Company closed a self-directed offering of 12,580,646 ~~there~~units isat noa ~~assurance~~price ~~that~~of ~~such~~$0.31 ~~additional~~per ~~funds~~unit ~~will~~(each beunit ~~available~~consists of one share of common stock and one Series U warrant) for us$3,900,000 toin ~~finance~~aggregate ~~our~~proceeds ~~operations~~(For onadditional ~~acceptable~~information, see Form 8-K filed on ~~terms~~June 20, if2025). atThe ~~all~~Company expects that it will need additional funds to expand the range and scope of its operations. If wethe ~~are~~Company is 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.

Research and Related Agreements

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

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

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

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

further improving our technology efficiency and transparency;

optimizing electrical power (current and voltage) output;

optimizing the application of the active layer coatings and application processes which make it possible for LiquidElectricity® Coatings to generate electricity on glass surfaces;

developing improved electricity-generating coatings by enhancing performance, processing, reliability, and durability;

optimizing LiquidElectricity® Coating performance on flexible substrates; and

developing high speed and large area roll-to-roll (R2R) and sheet-to-sheet (S2S) coating application methods required for commercial-scale building integrated photovoltaic (“BIPV”) products and windows.

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

Over the course of our collaborative research and development efforts with the NREL under the CRADA, both parties have agreed to modifications to extend the date of completion. The Company and NREL have entered into twelve such No Cost Time Extensions (“NCTE”). Under the terms of each NCTE, all terms and conditions of the NREL CRADA remain in full force and effect without change. The current NCTE was executed on December 11, 2024, and extends the date of completion to December 31, 2025. As of ~~February~~May 2831, 2025, the Company had a capitalized asset balance of $6371,~~745~~000 related to deferred research and development costs for advances to Alliance for Sustainable Energy for work to be performed under the NREL CRADA.

Results of Operations

Three and six months ended February 28, 2025, compared to the three and six months ended February 29, 2024

A summary of our operating expenses for the three months ended February 28, 2025, and February 29, 2024 follows:

						2025 compared to 2024
		Three Months Ended February 28, 2025		Three Months Ended February 29, 2024		Increase/ (Decrease)	Percentage Change
Operating expenses:
Selling, general & administrative	$	444,130	$	321,188	$	122,942	38	%
Research and development		173,335		131,933		41,402	31	%
Stock compensation		51,562		48,840		2,722	6	%
Total Operating expenses	$	669,027	$	501,961	$	167,066	33	%

						2025 compared to 2024
		Six Months Ended February 28, 2025		Six Months Ended February 29, 2024		Increase/ (Decrease)	Percentage Change
Operating expenses:
Selling, general & administrative	$	850,519	$	750,179	$	100,340	13	%
Research and development		310,514		247,924		62,590	25	%
Stock compensation		103,125		72,055		31,070	43	%
Total Operating expense	$	1,264,158	$	1,070,158	$	194,000	18	%

Results of Operations

~~The~~Three ~~Company increased its financing~~ and ~~business~~nine ~~development~~months ~~activities~~ended inMay Q231, 2025, ~~and~~compared ~~as a result incurred additional expenses related~~ to ~~professional~~the ~~fees,~~three ~~product sample production, shipping,~~ and ~~travel.~~nine ~~Management~~months ~~anticipates~~ended May ~~further expanding these activities~~31, ~~and incurring additional expenses related thereto.~~2024

A summary of our operating expenses for the three months ended May 31, 2025, and 2024 follows:

	Three Months Ended May 31,				2025 compared to 2024
	2025		2024		Increase / (Decrease)			Percentage Change
Operating expenses:
Selling, general & administrative	$	385,865	$	414,219	$	(28,354	)		-7	%
Research and development		167,643		161,186		6,457			4	%
Stock compensation		-		279,903		(279,903	)		-100	%
Total Operating expenses	$	553,508	$	855,308	$	(301,800	)		-35	%

	Nine Months Ended May 31,				2025 compared to 2024
	2025		2024		Increase / (Decrease)			Percentage Change
Operating expenses:
Selling, general & administrative	$	1,236,383	$	1,164,398	$	71,985			6	%
Research and development		478,158		409,109		69,049			17	%
Stock compensation		103,125		351,958		(248,833	)		-71	%
Total Operating expense	$	1,817,666	$	1,925,465	$	(107,799	)		-6	%

Selling, General and Administrative

Selling, general and administrative (“SG&A”) costs include all expenditures incurred other than research and development related costs, including costs related to personnel, professional fees, travel, public company costs, insurance, and other office related costs. During the three months ended ~~February~~May 2831, 2025 compared to the three months ended ~~February~~May 2931, 2024, SG&A costs ~~increased~~decreased by $~~123~~28,000 primarily due to ~~higher~~ lower professional and ~~consulting~~consultant ~~fees~~costs ($5376,000), offset by higher personnel costs ($3418,000), travel costs ($2318,000), and other G&A costs ($1312,000) . During the ~~six~~nine months ended ~~February 28~~May 31, 2025, compared to the ~~six~~nine months ended ~~February~~May 2931, 2024, SG&A costs increased by $~~100~~72,~~340~~000 primarily due to higher ~~professional~~personnel ~~and consulting fees~~ costs ($782,000), ~~personnel~~travel costs ($6541,000), ~~travel~~and other SG&A costs ($2318,000), ~~and~~offset ~~other~~by ~~G&A~~decreased ~~costs~~professional and consultant fees ($569,000).

Research and Product Development

Research and Development (“R&D”) costs represent costs incurred to develop our SolarWindow® technology and are incurred pursuant to our research agreements and agreements with other third-party providers and certain internal R&D cost allocations. Payments under these agreements include salaries and benefits for R&D personnel, allocated overhead, contract services and other costs. R&D costs are expensed when incurred, except for non-refundable advance payments for future research and development activities which are capitalized and recognized as expense as the related services are performed. During the three months ended ~~February~~May 2831, 2025, compared to the three months ended ~~February~~May 2931, 2024, R&D costs increased by $6,000 primarily as a result of an increase in ~~personnel costs ($26,000) and~~ R&D supplies ~~costs ($18,000)~~. During the ~~six~~nine months ended ~~February 28~~May 31, 2025 compared to the ~~six~~nine months ended ~~February~~May 2931, 2024, R&D costs increased by $69,000 primarily as a result of an increase in personnel costs ($49,000) and R&D ~~supplies~~ supply costs ($1724,000).

Stock Based Compensation

The Company grants stock options to its directors, employees and consultants. Stock compensation represents the expense associated with the amortization of our stock options. Expense associated with equity-based transactions is calculated and expensed in our financial statements as required pursuant to various accounting rules and is non-cash in nature. Stock based compensation expense ~~increased~~decreased during the three months ended ~~February~~May 2831, 2025 compared to the three months ended ~~February~~May 2931, 2024 due to ~~the~~full ~~grant~~vesting of ~~1,250,000 options in April 2024 which accounted for $51,562 of~~all ~~expense~~outstanding ~~compared to 2024 which included $22,090 related to previously granted stock options and $26,750 related to the modification of certain option~~ grants ~~resulting in a one-time expense~~. Stock based compensation expense ~~increased~~decreased during the ~~six~~nine months ended ~~February 28~~May 31, 2025 compared to the ~~six~~nine months ended May ~~February 29~~31, 2024 due to the tailing off of expense related to the April 2024 grant of 1,250,000 options inwhich ~~April~~vested ~~2024~~as ~~which~~to ~~accounted~~50% ~~for~~on ~~$103,125~~the date of grant resulting in a spike in compensation expense ~~compared~~in toQ3 of 2024 which Q3 2024 also included $45,~~305~~000 related to previously granted stock options and $2627,~~750~~000 related to the modification of certain option grants resulting in a one-time expense.

Net loss from continuing operations

Consolidated net loss from continuing operations ~~increased~~decreased $~~188~~918,~~484~~000 to $~~630~~540,~~044~~000 for the three months ended ~~February~~May 2831, 2025, as compared to a net loss from continuing operations of $~~441~~1,~~560~~458,000 for the three months ended ~~February~~May 2931, 2024. Consolidated net loss from continuing operations ~~increased~~decreased $~~240~~678,~~074~~000 to $1,~~181~~721,~~136~~ 000 for the ~~six~~nine months ended ~~February~~May 2831, 2025, as compared to a net loss from continuing operations of $~~941~~2,~~062~~399,000 for the ~~six~~nine months ended ~~February~~ 29May 31, 2024. The ~~increase~~decrease for the three-and ~~six~~nine-month periods ended ~~February~~May 2831, 2025, compared to 2024 is primarily due to ~~higher costs~~the ~~related~~absence, toin ~~R&D~~2025, ~~personnel,~~of ~~professional~~a ~~fees~~$684,000 ~~travel~~impairment charge related to in-process property and ~~other~~equipment, ~~G&A~~and ~~costs~~lower equity based compensation.

Liquidity and Capital Resources

Our primary cash needs are for personnel, professional and R&D related fees and other administrative costs. Our principal sources of liquidity are cash. As of ~~February 28~~May 31, 2025, and August 31, 2024, the Company had cash and short-term investments of $3,~~797~~238,~~520~~000 and $4,249,~~446~~000, respectively. We have financed our operations primarily from the sale of equity and debt securities.

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

		Six Months Ended February 28, 2025			Six Months Ended February 29, 2024			2025 compared to 2024
	Nine Months Ended May 31,
Net cash used in operating activities	$	(451,926	)	$	(791,495	)	$	339,569
	2025			2024			2025 compared to 2024
Net cash provided by investing activities		3,000,000			1,498,051			1,501,949
Net cash used in operating activities	$	(1,003,685	)	$	(1,149,562	)	$	145,877
Effect of exchange rate changes on cash		—			(1	)		1
Net cash provided by investing activities		2,991,909			1,498,051			1,493,858
Net increase in cash and cash equivalents	$	2,548,074		$	706,555		$	1,841,519
Effect of exchange rate changes on cash		-			(1	)		1
Net increase in cash and cash equivalents	$	1,988,224		$	348,488		$	1,639,736

Operating Activities - Operating ~~activities~~ activities consist of net loss adjusted for certain non-cash items, including depreciation, stock-based compensation expense, and the effect of changes in working capital. The amount of cash used during the ~~six~~nine months ended ~~February~~May 2831, 2025 compared to cash used during the ~~three~~nine months ended May ~~February 29~~31, 2024 decreased $~~340~~146,000 due primarily to the receipt of $610,000 related to the refund of an equipment deposit ~~and $50,000 lower insurance premiums,~~ offset by higher cash outlays related to personnel, R&D, travel, and changes in working capital.

Indebtedness

None.

Other Contractual Obligations

None.

Off-Balance Sheet Arrangements

There were no off-balance sheet arrangements for the three and ~~six~~nine months ended ~~February~~May 2831, 2025 and ~~February 29,~~ 2024.

Recently Issued Accounting Standards

For more information regarding recent accounting standards and their impact to our results of operations and financial position, see “Note 2- Summary of Significant Accounting Policies” to our Financial Statements.

Critical Accounting Policies

Management’s discussion and analysis of financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these consolidated financial statements required the use of estimates and judgments that affect the reported amounts of our assets, liabilities, and expenses. Management bases estimates on historical experience and other assumptions it believes to be reasonable under the circumstances and evaluates these estimates on an on-going basis. Actual results may differ from these estimates. There have been no significant changes to the critical accounting policies and estimates included in our Quarterly Report on Form 10-Q for the three and ~~six~~nine months ended ~~February~~May 2831, 2025.

Related Party Transactions

For a discussion of our Related Party Transactions, see “Note–8 - Transactions With Related Persons” to our Financial Statements included elsewhere in this Quarterly Report on Form 10-Q.

BCSC Cease Trade Order dated January 10, 2023

As previously reported the Company received a Cease Trade Order dated January 10, 2023 (the “CTO”) from the British Columbia Securities Commission (the “BCSC”). The CTO was issued as a result of the Company’s inability to file its Form 10-K for the fiscal year ended August 31, 2022 on SEDAR+, and Subsequent quarterly reports for the periods ended November 30, 2022, February 28, 2023 and May 31, 2023 on a timely basis. Although, the Company does not have a class of stock that trades on any Canadian stock exchanges, the CTO effectively prevents the sale of our securities in Canada and to residents of Canada.

To have the CTO revoked, the Company is required to (i) be current in its periodic filings on SEDAR+, (ii) meet certain obligations as required according to Canadian Securities laws with respect to insider reporting and other disclosures, and (iii) file an Application for Revocation of a Cease Trade Order to the satisfaction of the BCSC. The Company believes it became compliant with the periodic filing requirements on October 10, 2023, with the filing of its quarterly reports on form 10-Q for the three and nine months ended May 31, 2023 on SEDAR+. The Company filed an Application for Revocation of a Cease Trade Order on SEDAR+ on October 23, 2024, and received comments from the BCSC on October 30, 2024 to which the Company filed a response on January 27, 2025. The Company received a second comment letter dated February 21, 2025 to which the Company filed a response on March 4, 2025. The Company has engaged Canadian counsel to assist it in evaluating the BCSC comments and in preparing its responses. The Company expects the CTO will remain in place until such time as the BCSC is satisfied with the Company’s response to its comments related to the Company’s Application for Revocation of a Cease Trade Order and a no further comment position is attained. The Company is unable to provide assurance as to the timing for the BCSC’s approval of the Application for Revocation of the Cease Trade Order or whether the BCSC will grant the revocation.

Due to the changes that have occurred in the Company’s operations and commercialization strategies which collectively have significantly altered the Company’s nexus to Canada and consistent with its decision to extricate itself from the Republic of South Korea and refocus its efforts in the United States, the Company, in consultation with Canadian counsel, is reviewing and re-evaluating its status as a reporting issuer in Canada so as to reduce, if not totally eliminate the potentially significant compliance costs associated with Canadian rules and regulations, many of which differ from the rules and regulations governing the Company’s operations in the United States. However, even if the Company were to cease being a reporting issuer in Canada, it will still be required to prosecute the Application for Revocation of the Cease Trade Order in Canada.

All of the current directors (other than Mr. Bullinger), and the Company’s Chief Financial Officer held such positions at the time that the CTO was issued.

Corporate Information

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

Item 4. Controls and Procedures

Disclosure Controls and Procedures

Our ~~Acting~~ Principal Executive Officer and Principal Financial Officer (“Management”), after evaluating the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) as of ~~February~~May 2831, 2025, have concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

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

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting identified in connection with the evaluation described above that occurred during the three months ended ~~February 28~~May 31, 2025 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K, as amended on Form 10-K/A (Amendment No. 2) filed with the SEC on March 27, 2025, for the year ended August 31, 2024, 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, 2024.

Item 6. Exhibits

Exhibit No.	Description of Exhibit

31.1	Certification of the Principal Executive Officer Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

31.2	Certification of the Principal Financial Officer Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

32.1	Certification of the Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

101.INS	Inline XBRL Instance Document**
101.SCH	Inline XBRL Taxonomy Extension Schema Document**
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document**
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document**
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document**
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document**
104	Cover Page Interactive Data File (embedded within the Inline XBRL Document)

____________________

*Filed herewith

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

SIGNATURE

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

SolarWindow Technologies, Inc.

By:	/S/Amit Singh
	Amit Singh
	Chief Executive Officer
	(Principal Executive Officer)
Date:	April 11, 2025

By:		/S/ Amit Singh
		Amit Singh
		Chief Executive Officer
		(Principal Executive Officer)
Date:		July 11, 2025


By:		/S/ Justin Frere
		Justin Frere, CPA
		Interim Chief Financial Officer
		(Principal Financial Officer)
Date:		July 11, 2025

By:	/S/ Justin Frere
	Justin Frere, CPA
	Interim Chief Financial Officer
	(Principal Financial Officer)
Date:	April 11, 2025

Filing Compare · SolarWindow Technologies, Inc.