SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

March 3, 2015

Date of Report (Date of earliest event reported)

 

New Energy Technologies, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada

(State or other jurisdiction of incorporation)

 

333-127953

(Commission File Number)

 

59-3509694

(I.R.S. Employer Identification No.)

 

10632 Little Patuxent Parkway

Suite 406

Columbia, Maryland 21044

(Address of principal executive offices)

 

(800) 213-0689

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Section 5 – Corporate Governance and Management

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

The Board of Directors of New Energy Technologies, Inc. (the “ Company ”) and stockholders holding in excess of 50% of the Company’s outstanding shares of common stock, approved by written consent, in accordance with Nevada corporate law, the filing of a Certificate of Amendment to its Articles of Incorporation (the “ Certificate ”) with the Secretary of State of the State of Nevada to change the Company’s name to SolarWindow Technologies, Inc. The Certificate was filed on March 3, 2015 with an effective date of March 9, 2015; a copy of the Certificate of Amendment to the Articles of Incorporation is filed as Exhibit 3.1 hereto.

 

In connection with the name change, the Company filed documentation with the Financial Industry Regulatory Authority to change its ticker symbol on the OTC Markets Group Inc. QB tier from “NENE” to “SOLW,” which is still pending final approval. In addition, the Company’s common stock has been assigned a new CUSIP number of 83417L 106. Outstanding stock certificates representing shares of the Company’s common stock will continue to be valid and need not be exchanged in connection with the name change.

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

The information in Item 5.03 above regarding the approval of the Certificate by written consent of our stockholders is incorporated herein by reference.

 

Item 7.01 Regulation FD Disclosure

 

On March 4, 2015, the Company issued a press release announcing its name change from New Energy Technologies, Inc. to SolarWindow Technologies, Inc.; a copy of the press release is attached as Exhibit 99.1 hereto.

 

Except for the historical information presented in this document, the matters discussed in this Form 8-K, or otherwise incorporated by reference into this document, contain “forward-looking statements” (as such term is defined in the Private Securities Litigation Reform Act of 1995). These statements are identified by the use of forward-looking terminology such as “believes,” “plans,” “intend,” ”scheduled,” “potential,” “continue,” “estimates,” “hopes,” “goal,” “objective,” “expects,” “may,” “will,” “should” or “anticipates” or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy that involve risks and uncertainties. The safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, apply to forward-looking statements made by the Registrant. The reader is cautioned that no statements contained in this Form 8-K should be construed as a guarantee or assurance of future performance or results. These forward-looking statements involve risks and uncertainties, including those identified within this Form 8-K. The actual results that the Registrant achieves may differ materially from any forward-looking statements due to such risks and uncertainties. These forward-looking statements are based on current expectations, and the Registrant assumes no obligation to update this information. Readers are urged to carefully review and consider the various disclosures made by the Registrant in this Form 8-K and in the Registrant’s other reports filed with the Securities and Exchange Commission that attempt to advise interested parties of the risks and factors that may affect the Registrant's business.

 

Note: Information in this report furnished pursuant to Item 7 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in this current report shall not be incorporated by reference into any registration statement pursuant to the Securities Act of 1933, as amended. The furnishing of the information in this current report is not intended to, and does not, constitute a representation that such furnishing is required by Regulation FD or that the information this current report contains is material investor information that is not otherwise publicly available.

 

Section 9 – Financial Statements and Exhibits

 

Item 9.01 Financial Statements and Exhibits

 

Exhibit No. 

Description

 

 

 

3.1

 

Certificate of Amendment to Articles of Incorporation

 

 

 

99.1

 

Press Release dated March 4, 2015

 

 
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SIGNATURES

 

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 hereunto duly authorized on March 4, 2015. 

 

  New Energy Technologies, Inc.  
       
By: /s/ John Conklin  
  Name: John Conklin  
  Title: President, Chief Executive Officer and Chief Financial Officer  
       

 

 

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EXHIBIT 3.1

 

 

EXHIBIT 99.1

 

New Energy Announces Name Change, New Stock Symbol, and Exclusive Focus on SolarWindow™

 

Columbia, MD - March 4, 2015 – New Energy Technologies, Inc. (OTCQB: NENE; SOLW, SOLW.D-temporary), developer of see-through coatings capable of generating electricity on glass and flexible plastics, today announced that, effective March 9, 2015, the Company’s name will be “SolarWindow Technologies, Inc.” and shares will trade on the OTCQB market under the stock symbol “SOLW”.

 

Today’s name change follows last week’s news that SolarWindow™ achieves the industry’s fastest-ever financial payback of less than one calendar year when installed on commercial towers, according to newly released financial modeling results.

 

Engineers estimate that SolarWindow™ systems could generate up to 50-times the power of conventional rooftop solar systems while delivering 15-times the environmental benefits. To produce the equivalent amount of power with conventional solar systems would require at least 5-11 years for payback and at least 10-12 acres of valuable urban land.

 

“Our most recent payback breakthrough marks a very significant boost for eventual commercialization of SolarWindow™ products. Moving forward, we are devoting all development efforts exclusively to SolarWindow™ products using our see-through electricity-generating coatings,” stated Mr. John Conklin, President and CEO of New Energy Technologies, Inc.

 

The Company’s name change to "SolarWindow Technologies, Inc.” and redesigned logo aligns its corporate identity with its core product. A new website and marketing collateral aligns the corporate brand with New Energy’s focused development of SolarWindow™ products, important for future customers, development partners, and investors. On March 9, 2015 the Company’s new website will be launched at www.SolarWindow.com.

 

New Energy’s development efforts will be exclusively directed to SolarWindow™ products for the estimated 85 million commercial buildings and detached homes in the United States. Intellectual property and related ‘know-how’ assets from legacy technologies, such as MotionPower™, will continue to be retained by the Company.

 

 

 

About New Energy Technologies, Inc.

 

New Energy Technologies, Inc. is a developer of next generation electricity-generating SolarWindow™ coatings.

 

SolarWindow™ coatings generate electricity on see-through glass and flexible plastics with colored tints popular to skyscraper glass. Unlike conventional systems, SolarWindow™ can be applied to all four sides of tall towers, generating electricity using natural and artificial light conditions and even shaded areas. SolarWindow™ uses organic materials, which are dissolved into liquid, ideal for low-cost high-output manufacturing; and is the subject of a patent pending technology.

 

 
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Through established relationships with universities, research institutions, and commercial partners, we strive to identify technologies and business opportunities on the leading edge of renewable energy innovation. Unique to our business model is the use of established research infrastructure owned by the various institutions we deal with, saving us significant capital which would otherwise be required for such costs as land and building acquisition, equipment and capital equipment purchases, and other start-up expenses. As a result, we are able to benefit from leading edge research while employing significantly less capital than conventional organizations.

 

New Energy’s Proprietary Power Production & Financial Model (Power & Financial Model) uses photovoltaic (PV) modeling calculations that are consistent with renewable energy practitioner standards for assessing, evaluating and estimating renewable energy for a PV project. The Power & Financial Model estimator takes into consideration building geographic location, solar radiation for flat-plate collectors (SolarWindow™ irradiance is derated to account for 360 0 building orientation and vertical installation), climate zone energy use and generalized skyscraper building characteristics when estimating PV power and energy production, and carbon dioxide (CO 2 ) equivalents. Actual power, energy production and CO 2 equivalents modeled may vary based upon building-to-building situational characteristics and varying installation methodologies.

 

For additional information, please call Ms. Briana L. Erickson toll-free at 1-800-213-0689 or visit: www.newenergytechnologiesinc.com, or www.solarwindow.com the week of March 9 th , 2015.

 

To receive future press releases via email, please visit: http://www.newenergytechnologiesinc.com/investor_alert.

 

To view the full HTML text of this release, please visit: http://www.newenergytechnologiesinc.com/NENE2015030415.

 

For media inquiries, please contact Jerry Schranz at jschranz@beckermanpr.com, or visit our Media Relations page for additional contact information: http://www.newenergytechnologiesinc.com/media_relations.

 

For answers to frequently asked questions, please visit our FAQs page: http://www.newenergytechnologiesinc.com/investors/faqs.

 

Legal Notice Regarding Forward-Looking Statements

 

No statement herein should be considered an offer or a solicitation of an offer for the purchase or sale of any securities. This release contains forward-looking statements that are based upon current expectations or beliefs, as well as a number of assumptions about future events. Although New Energy Technologies, Inc. (the “Company” or “New Energy Technologies”) believes that the expectations reflected in the forward-looking statements and the assumptions upon which they are based are reasonable, it can give no assurance that such expectations and assumptions will prove to have been correct. Forward-looking statements, which involve assumptions and describe our future plans, strategies, and expectations, are generally identifiable by use of the words “may,” “will,” “should,” “could,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. The reader is cautioned not to put undue reliance on these forward-looking statements, as these statements are subject to numerous factors and uncertainties, including but not limited to adverse economic conditions, intense competition, lack of meaningful research results, entry of new competitors and products, adverse federal, state and local government regulation, inadequate capital, unexpected costs and operating deficits, increases in general and administrative costs, termination of contracts or agreements, technological obsolescence of the Company's products, technical problems with the Company's research and products, price increases for supplies and components, litigation and administrative proceedings involving the Company, the possible acquisition of new businesses or technologies that result in operating losses or that do not perform as anticipated, unanticipated losses, the possible fluctuation and volatility of the Company's operating results, financial condition and stock price, losses incurred in litigating and settling cases, dilution in the Company's ownership of its business, adverse publicity and news coverage, inability to carry out research, development and commercialization plans, loss or retirement of key executives and research scientists, changes in interest rates, inflationary factors, and other specific risks. There can be no assurance that further research and development will validate and support the results of our preliminary research and studies. Further, there can be no assurance that the necessary regulatory approvals will be obtained or that New Energy Technologies, Inc. will be able to develop commercially viable products on the basis of its technologies. In addition, other factors that could cause actual results to differ materially are discussed in the Company's most recent Form 10-Q and Form 10-K filings with the Securities and Exchange Commission. These reports and filings may be inspected and copied at the Public Reference Room maintained by the U.S. Securities & Exchange Commission at 100 F Street, N.E., Washington, D.C. 20549. You can obtain information about operation of the Public Reference Room by calling the U.S. Securities & Exchange Commission at 1-800-SEC-0330. The U.S. Securities & Exchange Commission also maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the U.S. Securities & Exchange Commission at http://www.sec.gov. The Company undertakes no obligation to publicly release the results of any revisions to these forward looking statements that may be made to reflect the events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

 

 

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