UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
For the fiscal year ended August 31, 2025
For the transition period from ___________ to ___________
Commission file number 333-127953
SOLARWINDOW TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
(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: None
Title of each class Trading Symbol(s) Name of each exchange on which registered
N/A N/A N/A
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act.
Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or 15(d) of the Act.
Yes ☐ No ☒
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 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 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 has filed a report on
and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under
Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its
audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate
by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously
issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements
that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during
the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Exchange Act.). Yes ☐ No ☒
The aggregate market value of SolarWindow common stock held
by non-affiliates of the registrant as of the last day of our most recently completed second quarter on February 28, 2025, was $5,517,000.
As of November 10, 2025, 65,779,045 shares of common stock, par value $0.001,
were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None.
TABLE OF CONTENTS
SOLARWINDOW TECHNOLOGIES, INC.
ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEARS ENDED AUGUST 31, 2025 and 2024
PART I PAGE
Item 1. Business 1
Item 1A. Risk Factors 8
Item1B. Unresolved Staff Comments 33
Item1C. Cybersecurity 33
Item 2. Properties 33
Item 3. Legal Proceedings 33
PART II
Item 7A. Qualitative and Quantitative Disclosures About Market Risk 39
Item 9A. Controls and Procedures 39
Item 9B. Other Information 40
PART III
Item 10. Directors, Executive Officers, and Corporate Governance 41
Item 11. Executive Compensation 45
Item 14. Principal Accounting Fees and Services 50
PART IV
Item 15. Exhibits, Financial Statement Schedules 52
SIGNATURES 55
INDEX TO FINANCIAL STATEMENTS F-1 to F-18
PART I
Forward-Looking Statements
This Annual Report on Form 10-K contains forward-looking
statements. Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions,
forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,”
“could,” “should,” “would,” “may,” “seek,” “plan,” “might,”
“will,” “expect,” “predict,” “project,” “forecast,” “potential,”
“continue” negatives thereof or similar expressions. Forward-looking statements contained in this Report speak only as of
the date of this report, are based on various underlying assumptions and current expectations about the future and are not guarantees
of any specific results. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results,
level of activity, performance or achievement to be materially different from the results of operations or plans expressed or implied
by such forward-looking statements.
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 and alternative
energy industries (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 at various places throughout this report including, but not limited to, the discussions under Item 7. “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” and Item 1. “Business.” 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-K 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 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 factors that may cause actual results to be materially different from those discussed in these forward-looking
statements. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed
or implied by those forward-looking statements. Accordingly, you 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.
All references to “we,” “us,”
“our,” and “SolarWindow” refer to SolarWindow Technologies, Inc, and as applicable, its wholly owned technologies.
Item 1. Business
SolarWindow® was incorporated in the State of Nevada on May 5,
1998, under the name “Octillion Corp.” On December 2, 2008, we amended our Articles of Incorporation to effect a change of
name to New Energy Technologies, Inc. Effective as of March 9, 2015, we amended our Articles of Incorporation to change our name to SolarWindow
Technologies, Inc.
SolarWindow® is a pre-revenue company developing proprietary transparent
electricity-generating coatings and methods for application to various materials which we refer to as “LiquidElectricity®
Coatings”. Our LiquidElectricity® Coatings generate electricity by harvesting light energy from natural sun, artificial light,
and low, shaded, or reflected light conditions. We apply ultra-thin layers of LiquidElectricity® Coatings to rigid glass, and flexible
glass and plastic surfaces where they transform otherwise ordinary surfaces into organic photovoltaic devices, commonly known as solar
cells, or solar modules.
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Our LiquidElectricity® is a framework which utilizes chemistry for
different ultra-thin layers applied to a substrate. These layers include hole transport layers, active layers, electron transport layers,
and conductive contact points for transmission of electricity. We have developed a specialty expertise in each layer of our LiquidElectricity®
to optimize for power, optical clarity, manufacturability, stability, and other qualities. The flexibility engineered into our LiquidElectricity®
framework allows us to target a variety of potential off-grid energy solutions spanning multiple industries, including architectural,
automotive, agrivoltaic (agricultural greenhouse), aerospace, commercial transportation and marine.
Our LiquidElectricity® Coatings are under development at one of the
most respected and advanced solar-photovoltaic research institutions in the world, the U.S. Department of Energy’s (“DOE”)
National Renewable Energy Laboratory (“NREL”), through a Cooperative Research and Development Agreement (“CRADA”).
SolarWindow® also has support from commercial contract firms who provide expertise in chemistry, coatings processes, equipment and
manufacturing.
Our commercial development efforts include seeking technology, product
licensing, and joint venture arrangements with research institutions, commercial partners, manufacturing and fabrication facilities, and
organizations with established technical competencies, market reach, and distribution networks in targeted industries.
Among our near-term product iterations is the electrification of glass
surfaces. LiquidElectricity® , when applied to glass using our proprietary processes and methodologies to glass, could be fabricated
into a window product to produce electricity-generating windows for potential use in skylights for recreational vehicles and marine vessels,
architectural glass in new construction and retrofit construction applications in commercial buildings. We also envision the application
of LiquidElectricity® Coatings to existing third-party materials or product surfaces to create electricity-generating products which
could become self-powered, or colloquially, “self-charging” products.
We have achieved important milestones and overcome major technical challenges
in order to broaden the range of materials and products that we can coat to generate electricity. Our goals in developing electricity-generating
products have included transparency and aesthetics, optimizing power generation, developing at-scale manufacturing processes, simplifying
production, and lowering costs of coating materials and their related application.
We first coated rigid flat glass with our LiquidElectricity® Coatings
to generate electricity. Numerous technological advancements have enabled us to fabricate panes of flat glass layered with LiquidElectricity®
coatings at room temperature and ambient pressure; this process represents a significant technical achievement which may provide manufacturing
advantages over expensive and cumbersome high temperature and high positive or negative pressure-sensitive manufacturing methods common
to conventional solar photovoltaic manufacturing.
Among important field tests, LiquidElectricity® Coatings on flat glass
have been successfully processed through the rigorous autoclave system for window glass lamination at a commercial fabricator. At the
fabricator’s facilities, glass panes layered with LiquidElectricity® Coatings were subjected to the extremely high heat and
pressure of autoclave equipment used in commercial glass lamination. Subsequent performance testing confirmed that glass with LiquidElectricity®
Coatings continued to produce power.
LiquidElectricity® Coatings on glass panes have also been subjected
to more than 200 freeze/thaw cycles, yielding favorable performance. Our edge sealing processes and materials contributed to the prevention
of moisture-related damage, an important feature.
In addition to flat glass, we have successfully applied our LiquidElectricity®
Coatings to generate electricity on flexible glass and plastics. On glass surfaces, our electricity-generating coatings could enable new
and retrofit architectural applications such as windows for commercial towers, glass walls and curtain walls, room dividers, and other
related products. On flexible surfaces, our electricity-generating products present applications in various industries, including automotive,
light and commercial trucks, recreational vehicles, marine, aerospace and defense, agrivoltaics, and others.
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In 2022, SolarWindow® successfully applied LiquidElectricity® Coatings
using fully-solution processable methodology to create a non-transparent organic photovoltaic device. Fully-solution processable organic
photovoltaic methodology offers the potential for industry standard chemical deposition for more capital and time efficient manufacturing
and production.
In 2023, LiquidElectricity® Coatings were successfully applied using
fully-solution processable methodology to create semi-transparent solar modules. LiquidElectricity® applied with this methodology
could benefit the agriculture market through utilizing crop shelter structures which offer protection in adverse climate conditions by
generating electricity on greenhouse windows and canopies while simultaneously optimizing light transmission for maximum crop yield.
In 2024, SolarWindow® successfully scaled its fully-solution processable
coatings and methodology onto substrates while simultaneously increasing power conversion efficiency, maintaining high visible light transmission,
and optical clarity. Simultaneously, SolarWindow® discovered a new laser scribing methodology to decrease the appearance of scribe
lines across modules.
Our planned productization and commercialization of SolarWindow® technologies
will require significant further product development, equipment requisition, product fabrication, testing, and validation. In addition
to our technology development CRADA and engagements with specialty contract groups, we anticipate the need for product development partnerships
with commercial partners, as well as additional financing, which may not be readily available, to ascertain the viability of our technologies
and products currently under development.
Our technologies and products, currently under development, use our proprietary
chemistries and application processes in order to generate electricity on glass and plastics. Our ongoing research and product development
requires the commitment of significant resources to support the extensive invention, design, engineering, testing, prototyping, and intellectual
property initiatives carried out by our scientists, engineers, and consultants.
We cannot accurately predict the amount of funding, or the time required
to successfully commercialize products. The actual cost and time required to commercialize our 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.
In addition to our continuing research and development efforts, we intend
to evaluate acquisition opportunities and opportunities to make investments in complementary businesses, technologies, services or products,
or to enter into strategic partnerships with parties who can provide access to those assets, additional product or services offerings
or additional industry expertise. We currently have no commitments to make any material investments or acquisitions, or to enter into
strategic partnerships. We may not identify suitable acquisition, investment or strategic partnership candidates, or if we do identify
suitable candidates, we may not complete those transactions on commercially favorable terms, or at all.
The Market Opportunity for our LiquidElectricity® Coatings
SolarWindow® recognizes demand for global energy requirements, including
reducing energy costs while using environmentally friendly next-generation renewables, and actively seeks to advance our novel solar photovoltaic
solutions in global adoption of new renewable technologies.
Based on our market research, there are no commercially marketed electricity-generating
products available for sale in the United States which provide the functionality, features, esthetics, and adaptability of LiquidElectricity®
Coatings. Our markets include building window and glass applications, referred to as “architectural flat glass” and “fabricated
glass products.” Flat glass is extensively used in the architecture industry in applications such as windows, partitions, and facades.
3
We are also targeting applications for our LiquidElectricity® Coatings
in automotive, light and commercial trucks, recreational vehicles, marine, and aerospace and defense sectors, among others. We believe
that the rising demand for electric propulsion and autonomous piloting in these segments presents a timely opportunity for our electricity-generating
technologies.
Additionally, the agrivoltaics market for our electricity-generating coatings
includes the smart greenhouse market driven in part by rising food demand due to growing populations and by government initiatives to
develop smart farming. In addition to these smart greenhouses, which monitor and control the growth condition of plants and optimize
the growing process of the plants, we believe that conventional greenhouse structures, both new and existing, present commercial opportunities
for the application of SolarWindow® to these structures.
We believe that our addressable markets in each of the forgoing segments,
although fractional may nevertheless present viable commercial opportunities. Our ability to successfully address these markets is also
dependent on our ability to effectuate development and commercial partnerships as well as securing adequate financing as needed.
Our Competitive Strengths
We believe that the following strengths of our LiquidElectricity® Coatings
and technologies should enable us to compete successfully in the alternative and renewable energy industries:
Our Business Strategy
Our commercial development efforts include seeking opportunities for intellectual
property in-licensing, out-licensing, cross-licensing, and acquisition. We also seek technology, product licensing and joint venture arrangements
with research institutions, commercial partners, manufacturing and fabrication facilities, and organizations with established technical
competencies, market reach, and distribution networks in targeted industries. Key elements of our business strategy to achieve the forgoing
include:
4
Competition for Our Technology and Products
The Solar photovoltaic industry is highly competitive and such competition
is increasing as the number of participants in the industry continues to grow. Although we are not aware of other products utilizing technology
substantially similar to our technology, numerous solar cell technologies have been developed, or are being developed, by a number of
companies, from which products may be derived and ultimately compete with our products.
Such technologies include, but are not necessarily limited to, the use
of organic materials, advanced crystalline silicon thin film concepts, amorphous silicon, cadmium telluride, copper-indium-gallium-selenide,
titanium dioxide, and copper indium di-selenide, and others to generate electricity from sunlight. Given sufficient time, investment and
advances in manufacturing technologies, any of these competing technologies may achieve lower manufacturing costs, superior performance,
or greater market acceptance than our products, currently under development. Among the companies purporting to be developing such technologies,
are ONYX Solar, Next Energy Technologies, Solarmer Organic Optoelectronics Technology (Beijing) Co., Ltd., Ubiquitous Energy, Heliatek,
Sunew Filmes Fotovoltaicos Impressos S.A. and ASCA GmbH.
We face competition from many companies, major universities and research
institutions in the United States and abroad. Many of these companies, universities and research institutions have substantially greater
resources, experience in conducting research, experience in obtaining regulatory approvals for their products, operating experience, research
and development and marketing capabilities name recognition and production capabilities. We will face competition from companies marketing
existing products or developing new products which may render our technologies (and hence future products) obsolete.
These companies, universities and research institutions may have numerous
competitive advantages, including:
• Significantly greater name recognition;
• established distribution networks;
• more advanced technologies and product development;
• processes that are operational and manufacturing prototype or final products;
If our competitors were to:
Accordingly, in addition to our research and development efforts, historically,
we have undertaken public relations, advertising, and market access outreach programs designed to establish our “brand” name
recognition early on in our corporate development; we intend to continue to develop and market our brand name pending commercialization
of products, if any, we may derive from our research and development efforts. We believe our strategy ultimately will facilitate development
and commercialization partnerships, the marketing, distribution and public acceptance of any products derived from our research and development
efforts, and assist in attracting equity capital, if and when needed.
5
Our competitive position in the market will also depend on:
In addition to the foregoing, ultimately, our commercial success will depend
on our ability and the ability of our manufacturing partners, licensee or sub-licensees, if any, to compete effectively in product development
areas such as, but not limited to safety, reliability, availability, price, marketing, distribution and patent position.
Intellectual Property
The success of our business depends, in part, on our ability to pursue,
maintain, and protect our proprietary technologies, information, processes, and know how. We rely primarily on patent, trademark, copyright,
and trade secret laws in the US and similar laws in other countries, confidentiality agreements and procedures, and other contractual
arrangements to protect our technologies and products.
The Company periodically reviews its intellectual property portfolio in
order to ensure that its portfolio remains germane to its continuing business and operations and, as a cost-saving measure, and if warranted,
sell or abandon any intellectual property that is no longer useful or relevant to the Company’s commercialization efforts or to
more fully protect the Company’s intellectual property portfolio.
The Company has an international patent portfolio, with pending applications
and granted patents in the US, Europe, China, Mexico, Canada, and Hong Kong. Prosecution of the pending applications is ongoing. The Company
strategically employs continuation practice in the US to keep important patent families open and vary claim scope to prevent infringers
from evading infringement with technicalities. We recently filed two continuation applications to pursue additional scope of protection.
As of the date of this annual report, our proprietary technologies are
the subject of fourteen (14) granted United States patents, twenty-one (21) granted patents in non-US jurisdictions, six (6) US pending
patent applications, and seven (7) non-US pending patent applications. If maintained to their full term, our issued patents are scheduled
to expire on various dates between June 2031 and June 2040. These dates are subject to change depending on the Company’s current
and future patent application filings and the Company’s discretion to maintain its various intellectual property assets in accordance
with its corporate interests and goals. We continually assess opportunities to seek patent protection for those aspects of our technology,
designs, methodologies, and processes that we believe may provide us with significant competitive advantages or additional commercial
opportunities. The Company is currently developing and evaluating patent protection on new photovoltaic coatings that improve weight,
production scalability, and conversion efficiency. The Company is also exploring strategic expansion of its patent portfolio through acquisition
of patent portfolios and entire companies.
The technology represented in the granted patents includes:
6
This extensive and diverse portfolio underscores the Company’s strong
commitment to IP and to pioneering advancements in photovoltaic technology.
The Company has also filed various trademark registrations and applications.
Currently, the company has fifteen (15) registered trademarks and two (2) pending trademark applications.
Additionally, we believe that many elements of LiquidElectricity® Coatings
and related processes, technologies, and products involve proprietary know-how, technology, or data that are not covered by patents or
patent applications, including but not limited to technical processes, equipment, design architecture, algorithms, and procedures. Accordingly,
we rely on trade secret protection and confidentiality agreements to safeguard our interests with respect to this intellectual property.
The Company’s commercial success depends in part on its ability to
obtain intellectual property protection of its innovations and designs, to protect its trade secrets, and to conduct business without
infringing the intellectual property rights of others. See “Risk Factors.”
Government Regulation
Our technology may be subject to certain government regulations and standards.
Our ability to remain viable will depend on favorable government decisions at various stages of the technology’s development by
various agencies. From time to time, legislation is introduced that could significantly change the statutory or regulatory provisions
governing our research and product development processes, as well as approval of the manufacturing and marketing of any products derived
from such research and development activities.
The production and marketing of our technology derived products would be
subject to existing and future safety & health regulations and standards in the United States and South Korea.
Current safety & health requirements and standards for electrical products
can include, but may not be limited to, Occupational Safety and Health Administration regulations, National Electrical Code as approved
as an American National Standard by the American National Standards Institute or ANSI/NFPA-70, certification by Underwriters Laboratories
and the Society of Automotive Engineers, and compliance with State, Federal, and local building codes. These regulations are subject to
change, and our ability to remain viable is contingent upon successfully satisfying regulatory requirements as stipulated by these agencies
and/or others as the development of our technology evolves.
Employees and Consultants
The Company utilizes the services of full-time employees as well as part-time
employees and consultants on a contract basis. As of the date of this annual report, the Company has two (2) full-time employees, two
(2) part-time employees, and two (2) part-time consultants all located in the United States.
From time to time, the Company grants stock options to employees and consultants
either pursuant to contract requirements or on a discretionary basis. None of our employees are covered by a collective bargaining agreement. We
believe our relations with our employees are good.
Other Information
Our website address is www.solarwindow.com. We make available
free of charge through our 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 SEC. The information accessible through our website is not a part of
this annual report.
The public may also read and copy any materials we file with the United
States Securities and Exchange Commission (“SEC”) on the SEC’s website at www.sec.gov which site contains reports, proxy
and information statements, and other information regarding issuers, such as us, that file electronically with the SEC. All statements
made in any of our filings, including all forward-looking statements, are made as of the date of the document(s) in which the statement
is included, and we do not assume or undertake any obligation to update any of those statements or documents unless we are required to
do so by law.
7
Our executive office is located at 9375 E Shea Blvd., Suite 107-B, Scottsdale
AZ 85260. Our telephone number is (800) 213-0689; our email is info@solarwindow.com. Our website is www.solarwindow.com. Information contained
on our web site (or any other website) does not constitute part of this annual report.
Our research and development activities are conducted at the U.S. Department
of Energy’s National Renewable Energy Laboratories in Golden, Colorado pursuant to a Cooperative Research and Development Agreement.
Stockholder Communications
Stockholders who wish to communicate with the Board
may do so by addressing their correspondence to the Board at SolarWindow Technologies, Inc., Attention: Mr. Amit Singh, 9375 E Shea Blvd.,
Suite 107-B, Scottsdale AZ 85260. The Board will review and respond to all correspondence received, as appropriate.
Item1A. Risk Factors
The
following risk factors and the forward-looking statements elsewhere in this annual report should be read carefully in connection with
evaluating the business of the Company. A wide range of events and circumstances could materially affect our overall performance
and our results of operations, and therefore, an investment in us is subject to risks and uncertainties. In addition to the important
factors affecting specific business operations and the financial results of those operations identified elsewhere in this annual report,
the following important factors, among others, could adversely affect our operations. While each risk is described separately below, some
of these risks are interrelated and it is possible that certain risks could trigger the applicability of other risks described below.
Also, the risks and uncertainties described below are not the only ones that we face. Additional risks and uncertainties not presently
known to us, or that are currently deemed immaterial, could also potentially impair our business, results of operations and potential
profitability. These risk factors may be amended, supplemented, or superseded from time to time in filings and reports that we file with
the SEC in the future.
Risks Related to Our Financial Condition
We have not generated any revenues and have
experienced significant losses to date, and we expect to continue to incur losses for the foreseeable future.
We have experienced and continue to experience negative cash flows from
operations. We have not generated any revenue since inception and do not expect to generate any substantial amounts of revenue for the
foreseeable future. We had net losses attributable to common shareholders of $2,180,576 and $3,455,415 for our fiscal years ended August
31, 2025, and 2024, respectively. As of August 31, 2025, we had cash of $6,555,642, and working capital of $6,407,990. Based on management’s
assessment, the Company has sufficient cash and short-term investments to meet its current funding requirements over the next twelve months
following the date of this annual report, to meet our projected product development and fabrication goals during this period. However,
our current cash and short-term investments may not be sufficient to permit us to maintain or expand our operations beyond this period.
Our ability to use our net operating loss to offset future taxable
income may be subject to certain limitations.
As of August 31, 2025, we had U.S. federal net operating loss carryforwards
(“NOLs”) of, $44,159,600 due to prior period losses began to expire for federal and state tax purposes in 2024. Realization
of these NOLs depends on future income, and there is a risk that our existing NOLs could expire unused and be unavailable to offset future
income tax liabilities, which could adversely affect our results of operations.
In general, under Section 382 of the Internal Revenue Code of 1986, as
amended (the “Code”), a corporation that undergoes an “ownership change” is subject to limitations on its
ability to utilize its NOLs to offset future taxable income. Our initial public offering, as well as future changes in our stock ownership,
the causes of which may be outside of our control, could result in an additional ownership change under Section 382 of the Code. Our NOLs
may also be impaired under state laws. In addition, under 2017 legislation commonly referred to as the Tax Cuts and Jobs Act, NOLs generated
in taxable years beginning after December 31, 2017, may be utilized to offset no more than 80% of taxable income annually. This change
may require us to pay federal income taxes in future years despite generating a cumulative loss for federal income tax purposes. There
is also a risk that due to regulatory changes, such as suspensions on the use of NOLs, or other unforeseen reasons, our existing NOLs
could expire or otherwise be unavailable to offset future income tax liabilities. For these reasons, we may not be able to realize a tax
benefit from the use of our NOLs, whether or not we attain profitability.
8
We will require additional financing in the future to maintain and
expand operations into advanced stages of product development and fabrication, and failure to obtain such financing would have a material
adverse effect on our business, operating results, financial condition and prospects.
We are currently in the advanced stages of our research
and early stages of product development and have come to the point where larger, faster, and more precise equipment is necessary for development
to continue and to be able to come to market with a commercially viable product.
We expect capital outlays and operating expenditure to increase over the
next several years as we work to expand our commercial activities, expand our development activities, expand manufacturing operations,
expand our infrastructure, and to effect opportunistic acquisitions. We may need to raise additional capital to, among other things:
· sustain and expand the commercialization of our technology and products;
· fund the acquisition of equipment and manufacturing facilities;
· finance capital expenditures and our general and administrative expenses;
· maintain, expand and protect our intellectual property portfolio;
· add operational, financial and management information systems; and
Our present and future funding requirements will depend on many factors,
including but not limited to:
· competing technological and market developments; and
· changes in regulatory policies or laws that may affect our operations.
We cannot assure you that our business will generate
sufficient cash flow from operations in an amount sufficient amount, if any, to fund our working capital needs. Accordingly, we may need
to undertake or seek out additional equity or debt financings to secure additional capital. We cannot assure you that we would be able
to locate additional financing on commercially reasonable terms or at all. Any debt financing that we secure in the future could involve
restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult
for us to obtain additional capital and to pursue business opportunities. If we raise additional funds through future issuances of equity
or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could
have rights, preferences and privileges superior to those of holders of our Common Stock. If we are unable to secure additional funding
on favorable terms, or at all, when we require it, our ability to continue could be impaired and our business may be harmed.
9
Raising additional capital may cause dilution to our existing stockholders
and may restrict our operations or require us to relinquish certain intellectual property rights.
We will seek additional capital through a combination of public and private
equity offerings, debt financing, strategic partnerships and alliances, licensing and leasing arrangements, and grants. To the extent
that we raise additional capital through the sale of equity or convertible debt securities, the ownership interest of our existing stockholders
may be diluted, and the terms may include liquidation or other preferences that adversely affect the rights of our stockholders. Debt
and receivables financing may be coupled with an equity component, such as warrants to purchase shares, which could also result in dilution
of our existing stockholders’ ownership. The incurrence of indebtedness would result in increased fixed payment obligations and
could also result in certain restrictive covenants, such as limitations on our ability to incur additional debt, limitations on our ability
to acquire or license intellectual property rights and other operating restrictions that could adversely impact our ability to conduct
our business. If we raise additional funds through strategic partnerships and alliances and licensing arrangements with third parties,
we may have to relinquish valuable rights to our products, or grant licenses on terms that are not favorable to us. A failure to obtain
adequate funds may cause us to curtail certain operational activities, including research and development, sales and marketing, and manufacturing
operations, in order to reduce costs and sustain the business, and would have a material adverse effect on our business and financial
condition. If we raise additional funds by issuing equity or debt securities, further dilution to stockholders may result and new investors
could have rights superior to existing stockholders.
Because we cannot currently estimate the amount of funds or time
required to commercialize our technologies, even if financing is available to us, we may secure less funding than is actually required
to effectuate our business plan.
As noted above, we are currently in the advanced stages of our research
and early stages of product development. We have come to the point where larger, faster, and more precise equipment is necessary for all
facets of technology and product development to continue and to be able to come to market with a commercially viable product. We, however,
cannot accurately predict the amount of funding or the time required to successfully commercialize our technology. The actual cost and
time required to commercialize these technologies may vary significantly depending on, among other things, the results of our research
and product development efforts; the cost of developing, acquiring, or licensing various enabling technologies, changes in the focus and
direction of our research and product development programs; competitive and technological advances; the cost of filing, prosecuting, defending
and enforcing claims with respect to patents; the regulatory approval process; process manufacturing; marketing and other costs associated
with commercialization of these technologies. Because of this uncertainty, even if financing is available to us, we may secure insufficient
funding to effectuate our business plan.
Adverse conditions in the alternative energy
industry or the global economy generally could have adverse effects on our results of operations and consequently the price of our Common
Stock.
Our business is exposed to significant financial risks, most of which are
beyond our control, related to interest rates, State & Federal subsidies, the modified accelerated cost recovery system, taxes, and
general economic conditions both domestic and internationally. These risks may affect our ability to effect (i) borrowings or to raise
capital through the offer and sale of equity-based securities and (ii) the execution of our business plan and product commercialization
efforts by thwarting consumer demand for our products, and thereby adversely impacting our potential revenue and profitability.
An increase in raw material prices could have negative consequences
for our long-term profitability.
We face exposure to fluctuations in energy, raw materials, chemicals, and
glass and plastic film prices. If we are not able to hedge, compensate or pass on our increased costs through a supply chain or to customers,
this could have an adverse impact on our financial results and stability, and deployment of our products.
10
Risks Related to Our Technology, Operations and
Commercialization Efforts
The development of our technology is subject to the risks of failure
inherent in the development of any novel technology.
Ultimately, the development and commercialization of our technology is
subject to a variety of risks that are particular to the development and commercialization of any novel technology, the occurrence of
any one of which may adversely affect our operations. These risks include, but are not limited to, the following:
The success of our research and development activities is uncertain.
If such efforts are not successful, we will be unable to generate revenues from our operations, and we may have to cease doing business.
Commercialization of our technology will require significant further research,
development, and testing as we must ascertain whether our technology can form the basis for a commercially viable technology or product.
If our research and development efforts fail to prove the commercial viability of our technology, we may need to abandon our business
model and/or cease doing business, in which case our shares may have no value, and you may lose your investment. We anticipate remaining
engaged in technology and product development for the foreseeable future.
If we ultimately do not obtain the necessary regulatory and safe
operation approvals for the commercialization of our technology, we will not achieve profitable operations, and your investment may be
lost.
To commercialize our technology, we may need to obtain regulatory approval
from various local, state, federal or international agencies; or approval from global safety certifying organizations that will certify
safe operation of our products. At this time, we do not have a product to be submitted for regulatory or safe operating approval. The
process for obtaining these approvals may be time-consuming and costly, and there is no guaranty that we will be able to obtain such approvals.
The failure to obtain any necessary approvals could delay or prevent us from achieving revenue or profitability, which could result in
the partial or total loss of your investment.
We are operating in a highly fragmented and competitive market, and
our competitors have several competitive advantages over us.
Our commercial success will depend on our ability to compete effectively
in product development areas such as, but not limited to, building integration, safety, efficacy, ease of use, customer compliance, price,
marketing and distribution. Our competitors may succeed in developing products that are more effective than any products derived from
our research and development efforts or that would render such products obsolete and non-competitive. The alternative and renewable energy
industry is characterized by intense competition, rapid product development and technological change.
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Most of the competition that we encounter is expected to come from companies,
research institutions and universities who are researching and developing technologies and products similar to, or are competitive with,
any technology we may develop.
These companies, research institutions and universities may have several
competitive advantages over us, including:
• Significantly greater name recognition;
• established distribution networks;
• more advanced technologies and product development;
• processes that are operational and manufacturing prototype or final products;
As a result, we may not be able to compete effectively against these companies
or their products.
Any products developed from or based on our technology will face
competition from other companies producing solar power and/or energy harvesting or storage products.
The solar power market is intensely competitive and rapidly evolving. Some
of our competitors are better capitalized or have more employees than we do; and, unlike us, some have established market positions for
their products. There are a number of companies that produce solar power and alternative energy products, which may be competitive with
those that we are seeking to develop. Additionally, some of our competitors may be developing or currently producing products based on
new solar power and alternative energy technologies that may have a cost basis similar to, or lower than, our projected product costs.
Accordingly, If we fail to attract and retain customers and establish a
successful distribution network for our products, we may be unable to achieve adequate sales and market share; or, if
our competitors’ products, services or technologies become more accepted than ours, or if they are successful in bringing their
products or services to market earlier than us our revenues could be adversely affected.
As noted above, some of our current
(and potential competitors) have significantly greater resources and better competitive positions in certain markets than we do. These
factors may allow our competitors to respond more effectively than us to new or emerging technologies and changes in market requirements.
Our competitors may develop products, features, or services that are similar to ours or that achieve greater market acceptance, may undertake
more far-reaching and successful product development efforts or marketing campaigns, or may adopt more aggressive pricing policies. See
“Our Business.”
Technological changes could render our products uncompetitive or
obsolete, which could prevent us from achieving market share and sales.
The alternative and renewable energy industry is rapidly evolving and highly
competitive. Our failure to refine or advance our technologies, and to develop and introduce new products on a timely basis could cause
our products to become uncompetitive or obsolete, which could prevent us from achieving market share and sales. We will need to invest
significant financial resources in additional technology research & development, and product development to keep pace with technological
advances in the industry and to compete in the future; however, we may be unable to secure such financing. We believe that a variety of
competing solar and alternative or renewable energy technologies are in various stages of development by other companies that could result
in lower manufacturing costs and/or higher product performance than those expected for products based on our technologies. Our development
efforts may be hindered or rendered obsolete by the technological advances of others, and other technologies may prove more advantageous
for the commercialization of transparent electricity-generating products.
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To the extent we can develop and commercialize products, if such
products do not gain market acceptance, we may not achieve sales and market share.
The development of a successful market for our products may be adversely
affected by a number of factors, some of which are beyond our control, including:
· customer, architectural and engineering acceptance of our products;
If our products fail to gain market acceptance, we will be unable to achieve
sales, market share, or profitability.
If organic solar photovoltaic light energy harvesting technologies
are not suitable for widespread adoption or sufficient demand for such products does not develop or takes longer to develop than we anticipate,
we may not be able to profitably exploit our technology.
The market for OPV solar-energy related products is emerging and rapidly
evolving, and the market for energy harvesting products is generally unproven and not well established. The success of products for these
markets is uncertain.
If our OPV solar power or light energy harvesting technologies prove unsuitable
for widespread commercial deployment or if demand for such power products fails to develop sufficiently, we would be unable to achieve
sales and market share. In addition, demand for such products in the markets and geographic regions we target may not develop or may develop
more slowly than we anticipate. Many factors will influence the widespread adoption of organic solar photovoltaic light energy capture
and conversion products, including, without limitation, the following:
· fluctuations in the prices of fossil fuels or their derivatives;
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Our growth and success depend on our ability to develop new products
and services and adapt to market and customer needs.
The sectors in which we operate experience rapid and significant changes
due to the introduction of innovative technologies. Introducing new technology products and innovative services, which we must do on an
ongoing basis to meet customers' needs, requires significant commitment to research and development, which may not result in success.
The company is pre-revenue and may suffer if it invests in technologies that do not function as expected or are not accepted in the marketplace;
its products, systems or service offers are not brought to market in a timely manner; or products become obsolete or are not responsive
to our customers' needs or requirements.
Our business model and strategy are based on growth through licensing,
joint ventures, collaborative research and development agreements and acquisitions, that may be difficult to execute, and it may disrupt
our business, create integration issues, impair our results of operations, dilute our stockholders’ ownership, cause us to incur
debt, divert management resources, or cause us to incur significant expense.
We may pursue in the future acquisitions of businesses and assets, as well
as technology licensing and joint venture arrangements, that we believe will complement our products or technologies. We also may pursue
strategic alliances that leverage our core technologies and industry experience to expand our product offerings or distribution or make
investments in other companies. Any acquisition involves a number of risks, many of which could harm our business, or materially impact
our stock price, including:
· not realizing the anticipated benefits of any acquisition;
· diversion of financial and management resources from existing operations;
· inability to generate sufficient revenue to offset acquisition costs;
To finance any acquisitions or investments, we may choose to issue equity
or equity-linked securities as consideration, which could dilute the ownership of our stockholders, including materially. If the price
of the Common Stock is low or volatile, we may not be able to acquire other companies for equity or equity-linked consideration. In addition,
newly issued securities may have rights, preferences or privileges senior to those of existing stockholders. If we raise additional funds
by obtaining loans from third parties, the terms of those financing arrangements may include negative covenants or other restrictions
on our business that could impair our operating flexibility and would also require us to incur interest expense. Additional funds for
acquisitions also may not be available on terms that are favorable to us, or at all.
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We may pursue strategic acquisitions, investments, strategic partnerships
or other ventures, and our business could be materially harmed if we fail to successfully identify, complete and integrate such transactions.
We intend to evaluate acquisition opportunities and opportunities to make
investments in complementary businesses, technologies, services or products, or to enter into strategic partnerships with parties who
can provide access to those assets, additional product or services offerings or additional industry expertise. We currently have no commitments
to make any material investments or acquisitions, or to enter into strategic partnerships. We may not identify suitable acquisition, investment
or strategic partnership candidates, or if we do identify suitable candidates, we may not complete those transactions on commercially
favorable terms, or at all.
Integration of acquired companies may result in problems related to integration
of technology and inexperienced management teams. In addition, the key personnel of the acquired company may decide not to work for us.
We may not successfully integrate any operations, personnel or products that we may acquire in the future. If we fail to successfully
integrate such transactions, our business could be materially harmed.
We may be the subject of product liability claims and other adverse
effects due to defective products, design faults or harm caused to persons and property.
Our products may not operate properly or could contain design or fabrication
faults or defects, which could give rise to disputes in respect of their performance, degradation and reliability giving rise to liability.
Product liability related to defective products could lead to a loss of revenue, claims under warranty, and legal proceedings. Such disputes
could result in a fall-off in demand or harm our reputation for product performance, safety, and/or quality.
We lack sales, marketing and manufacturing experience and will likely
rely on third party marketers.