UNITES STATES

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

 

December 28, 2015

Date of Report (Date of earliest event reported)

 

SolarWindow 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))

 


 

Item 1.01. Entry Into a Material Definitive Agreement.

 

On December 28, 2015, SolarWindow Technologies, Inc. (the " Company ") entered into a modification to the Stevenson-Wydler Cooperative Research and Development Agreement (the " CRADA Modification ") with the Alliance for Sustainable Energy, LLC, operator of The National Renewable Energy Laboratory (" NREL ") under its U.S. Department of Energy contract, previously entered into between the Company and NREL. The purpose of the CRADA Modification is to extend the date pursuant to which NREL's researchers will make use of the Company's exclusive intellectual property and NREL's background intellectual property in order to work towards specific product development goals.

 

The above description of the CRADA Modification does not purport to be complete and is qualified in its entirety by reference to the CRADA Modification, a redacted copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits

 

Exhibit No.

 

 Description

 

 

 

10.1†

 

Modification to the Cooperative Research and Development Agreement entered into between the National Renewable Energy Laboratory and SolarWindow Technologies, Inc.

 

Portions of this exhibit (indicated by asterisks) have been omitted pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934.

 

 
2
 

 

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 January 4, 2016.

 

 

SolarWindow Technologies, Inc.

 

       
By: /s/ John Conklin

 

 

Name:

John Conklin

 

 

Title:

President and Chief Executive Officer

 

 

 

3


 

EXHIBIT 10.1

 

Redacted Copy

 

CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED AND FILED SEPARATELY. THE REDACTED TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH FOUR ASTERISKS ****.

 

Modification No. **** to CRADA No. ****

 

Facility Operator:

 

Alliance for Sustainable Energy, LLC ("Alliance")

 

 

National Renewable Energy Laboratory

 

 

 

Participant:

 

SolarWindow Technologies, Inc.

 

 

 

Period of Performance:

 

**** through ****

 

 

This modification adds $ **** to the agreement and extends the period of performance for **** .

 

Except as stated herein, all terms and conditions of the Cooperative Research and Development Agreement shall remain in full force and effect without change. In the event of any conflict between the terms of the subject Agreement and this Modification, the provisions of this Modification shall take precedence.

 

ARTICLE II, "Joint Work Statement" is modified to include Appendix A "Joint Work Statement for Modification No ****," which is attached hereto and incorporated by reference.

 

ARTICLE III, "Term, Funding, and Costs," Paragraph A , is modified to reflect a new completion date of ****. It is hereby acknowledged and agreed that existing work under CRADA Modification **** may continue to be performed by Contractor until ****.

 

ARTICLE III, "Term, Funding, and Costs," Paragraph B, is modified to add a Participant funds-in contribution of $****. Total contributions, including those previously provided under this Agreement, are as follows:

 

 

 

Prior Contributions

 

Modification No. ****

 

Total

Participant In-Kind Contribution:

 

$****

 

$****

 

$****

Participant Funds-In Contribution:

 

$****

 

$****

 

$****

Government In-Kind Contribution:

 

$****

 

$****

 

$****

CRADA TOTAL VALUE

 

$****

 

$****

 

$****

 

APPENDIX A-Joint Work Statement : The attached Appendix A "Joint Work Statement for Modification No. ****" is hereby added to the Agreement.

 

The parties have indicated their acceptance of this Modification No. **** to Agreement No. **** between SolarWindow Technologies, Inc. and Alliance, operator of the National Renewable Energy Laboratory by signature below. This Modification shall not be effective until approved by the U.S. Department of Energy.

 

 
1
 

 

Redacted Copy

 

CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED AND FILED SEPARATELY. THE REDACTED TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH FOUR ASTERISKS ****.

 

Accepted:

 

Accepted:

SolarWindow Technologies, Inc.

 

Alliance for Sustainable Energy, LLC.

 

 

 

 

 

By:

/s/ John A. Conklin

 

By:

/s/ Bobi Garrett

Name:

John A. Conklin

 

Name:

Bobi Garrett

Title:

President & CEO

 

Title:

Deputy Laboratory Director Strategic Programs & Partnerships

  

 

 

 

 

Date: December 21, 2015  

 

Date: December 22, 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

Accepted:

 

 

 

DOE Approval, if scope and/or dollar increase  

 

 

 

 

 

 

 

By:

/s/ David Lighthall

 

 

 

Name:

David Lighthall

 

 

Title:  

Contracting Officer

 

 

 

 

 

 

 

 

Date: December 28, 2015  

 

 

 

 

 
2
 

 

Redacted Copy

 

CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED AND FILED SEPARATELY. THE REDACTED TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH FOUR ASTERISKS ****.

 

National Renewable Energy Laboratory

 

Cooperative Research and Development Agreement

 

Appendix A—Joint Work Statement-

Modification No . ****

 

CRADA # ****

 

Title: Commercialization of SolarWindow Technologies, Inc. Organic Photovoltaic "OPV" based Transparent Electricity-Generating ****

 

Abstract of CRADA work:

 

SolarWindow Technologies, Inc. (SWT) is preparing, over the **** (beginning ****), to commercialize the company's OPV-based SolarWindow™ transparent electricity-generating **** for building-integrated photovoltaic (BIPV), and glass and flexible substrate applications. SWT and NREL will work jointly towards commercialization by ****, ****; ****, ****, ****, and **** of the SolarWindow™ technology. Furthermore, SWT and NREL will identify and perform appropriate **** in preparation for obtaining all **** required for product commercialization.

 

In parallel with the progress towards commercialization with the ****, SWT and NREL will also ****, and **** to further improve ****. This **** includes ****. Enhancing **** includes the ****.

 

Participant Name and Address:

 

SolarWindow Technologies, Inc.  

10632 Little Patuxent Parkway, Suite 406

Columbia, MD 21044

 

Participant Type

 

Foreign

¨

 

University

¨

 

Small Business

x

 

Large Business

¨

 

State & Local Government

¨

 

Not-for-Profit

¨

 

Schedule

 

The Period of Performance for this effort will continue until ****.

 

 
3
 

 

Redacted Copy

 

CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED AND FILED SEPARATELY. THE REDACTED TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH FOUR ASTERISKS ****.

 

Purpose

 

Work under this CRADA will be directed towards ****, ****, and **** of Participant's BIPV technology.

 

Task Descriptions and Estimated Completion Dates

 

**** Areas of Work:

 

 

·

****:

 

o

****

o

****, ****, ****, ****, etc.

 

 

·

****

 

o

****, ****, ****

o

****, ****, **** (****)

o

****, ****, ****

o

****

 

 

·

****

 

o

****/****/****

o

****

o

****

 

 

·

****:

 

o

****

o

New ****

o

Alternative ****

o

****Alternatives:

 

 

·

****, etc.

 

·

****

 

o

**** Alternatives:

 

 

·

****

 

o

****:

 

 

·

****

 

·

****

 

 

·

****

 

o

****

 

o

****:

 

 

·

****

 

·

****

 

 

·

**** Development:

 

o

****

o

****

 

 

·

Support for ****

 

o

****, ****, ****, etc.

 

 

·

Support for ****

 

o

****

 

 

·

Goal: ****

 

o

Maintain ****

o

****

o

****

o

****

o

****

o

****

o

****

 

 
4
 

 

Redacted Copy

 

CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED AND FILED SEPARATELY. THE REDACTED TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH FOUR ASTERISKS ****.

 

 

·

SolarWindow Module ****

 

o

**** and ****

o

****

 

 

·

**** Access

 

 

·

****

 

 

·

****

 

 

·

****

 

 

·

****

 

 

·

Building ****

 

o

**** on glass of SolarWindow applied ****

 

**** Areas of Work (Primary Focus):

 

 

·

Support to ****of ****& ****

 

o

Develop and meet ****

o

**** round of ****

 

 

·

****

 

 

·

**** Development:

 

o

****

o

****, ****

o

**** Modules from ****

o

**** and ****

o

**** and **** configurations

 

 

·

**** Integration (SolarWindow ****)

 

o

**** in ****

 

 

·

****

 

·

****

 

o

Demonstration of ****

 

 

·

****

 

o

**** Measurement

 

 

·

****

 

·

Impact on ****

 

o

In-situ Deploymen****t

 

 

·

****

 

·

****

 

·

Data ****

 

·

Data ****

 

 

 

 

 

·

SolarWindow™ **** as a **** Conditions

 

o

The **** of this **** is to accurately **** SolarWindow™ module **** under ****

 

 

·

****

 

·

****

 

·

****

 

·

****

 

·

****

 

·

****

 

 
5
 

 

Redacted Copy

 

CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED AND FILED SEPARATELY. THE REDACTED TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH FOUR ASTERISKS ****.

 

Year 2 Areas of Work (Secondary Focus):

 

 

·

**** Devices:

 

o

****

o

****

o

****

 

 

·

**** Process Development:

 

o

****

 

Funding Table

 

Estimated Costs

 

NREL

Shared Resources

 

Participant

Shared Resources

 

Participant

Funds In

 

Totals

Year ****

 

$****

 

$****

 

$****

 

$****

Year ****

 

$****

 

$****

 

$****

 

$****

Year ****

 

$****

 

$****

 

$****

 

$****

TOTALS

 

$****

 

$****

 

$****

 

$****

Fed Admin Charge on Funds-in

 

****

 

****

 

****

 

****

 

DOE Mission Area to benefit from this CRADA:

 

Energy

x

Environmental Quality

¨

Science

¨

Other, name:

¨

 

CRADA benefit to DOE, Participant, and US Taxpayer:

 

The technology developed under this CRADA would enable the Participant to **** and **** with **** and ****. In that the technology **** under the CRADA would facilitate the **** and **** of ****, it is aligned with the objectives of the DOE National Solar Energy Programs. The CRADA will benefit the U.S. taxpayer by promoting the adoption of clean energy technology and contributing to the growth and viability U.S. **** industry.

 

DOE Program Manager: Lidija Sekaric, 202-306-5434

 

CRADA format is Modular CRADA . If other, such as multilab or USIC, identify: N/A .

 

Special Considerations

 

Background Intellectual Property:

 

No ¨ Yes x If yes, list: See attached Appendix B

 

 
6
 

 

Redacted Copy

 

CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED AND FILED SEPARATELY. THE REDACTED TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH FOUR ASTERISKS ****.

 

Is Participant interested in licensing BIP at this time: No ¨    Yes ¨   x To be determined

 

If yes, identify any known special issues with a potential license (i.e., BIP still in ROI stage, or already exclusively licensed, or has broader applications than scope of CRADA, or in contention right now with another partner. If none, write "NONE.").

 

Are human or animal subjects to be used as part of this CRADA?

 

No x Yes ¨

 

Have all necessary ES&H and quality (NEPA) reviews been completed?

 

Yes x    No ¨ (if not, explain)

 

Are there any organizational or personal conflicts of interest associated with this CRADA?

 

No x    Yes ¨ (explain)

 

NREL maintains on file signed COI certificates for each employee with a substantial role in this CRADA.

 

Will export controlled information be produced?

 

No x    Yes ¨ (if yes, identify)

 

Fairness of Opportunity requirements have been satisfied by:

 

x Participant approached laboratory

 

¨ Participant responded to FedBizOpps announcement

 

¨ Participant was contacted by laboratory after or during broad public announcement or solicitation

 

For 100% funds-in CRADAs, the Participant has been notified of other types of technology transfer agreements, such as Work for Others.

 

¨ Yes   ¨ No   x N/A

 

Did the Participant require any substantive changes to the Modular CRADA or any changes to double-underlined language?

 

No x Yes ¨ If yes, attach copies of the proposed modified articles. If substantively altered, attach Participant's US Competitiveness justification.

 

Additional Special Considerations: NONE

 

 

7