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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
November 3, 2017
Date of Report (Date of earliest event reported)
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SolarWindow Technologies, Inc. |
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(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))
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Item 1.01. Entry Into a Material Definitive Agreement.
On November 3, 2017 SolarWindow Technologies, Inc. (the “ Company ”) has entered into two agreements (the “ Amendatory Agreements ”) with Kalen Capital Corporation (“ KCC ”) and Kalen Capital Holdings LLC, a wholly-owned subsidiary of KCC (“ KCH ”); KCC, directly and indirectly, owns in excess of 10% of the Company's common stock. Pursuant to the Amendatory Agreements, KCC agreed to:
(i) amend (the “ Amendment to the Amended 2014 Bridge Loan Agreement ”) the maturity date of that certain Bridge Loan Agreement dated November 10, 2014 and as amended on December 31, 2015 (as so amended, the “ 2014 Bridge Loan Agreement ”) between the Company and KCC, from December 31, 2017 to December 31, 2019; and
(ii) amend (the “ Third Amendment to the 2015 Bridge Loan Agreement ”) the maturity date of that certain Bridge Loan Agreement dated March 4, 2015 as amended on December 7, 2015 and January 5, 2017 (as so amended, the “ 2015 Bridge Loan Agreement ”) between the Company and KCC, from December 31, 2017 to December 31, 2019.
In consideration of KCC entering into each of the Amendatory Agreements, the interest payable on the outstanding principal balance plus accrued and unpaid interest as to each of (i) 2014 Bridge Loan Agreement and (ii)the 2015 Bridge Loan Agreement , was increased from 7% per annum to 9% per annum. In addition, the Company extended the expiration date of certain warrants held of record by KCC ( collectively, the “KCC Warrants ”) to December 31, 2022; these warrants include the following:
246,000 Series M Warrants having an initial exercise price of $2.34;
767,000 Series N Warrant having an initial exercise price of $3.38;
213,500 Series P Warrants having an initial exercise price of $3.70;
468,750 Series R Warrants having an initial exercise price of $4.00; and
300,000 Series S-A Warrants having an initial exercise price of $2.53
All KCC Warrants, except for the Series P Warrants have cashless exercise provisions.
The foregoing descriptions of the Amendment to the Amended 2014 Bridge Loan Agreement and the Third Amendment to the 2015 Bridge Loan Agreement contained herein do not purport to be complete and are qualified in their entirety by reference to the full text of the respective document filed as Exhibits 10.1 and Exhibit 10.2 , respectively, hereto and are incorporated herein by reference.
The information provided in response to Item 2.03 of this report is incorporated by reference into this Item 1.01.
Section 2 - Financial Information
Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off Balance Sheet Arrangement of a Registrant
The information provided in response to Item 1.01 of this report is incorporated by reference into this Item 2.03.
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Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
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Exhibit No. |
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Description |
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[Signatures Appear on Following Page]
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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 November 8, 2017.
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SolarWindow Technologies, Inc. |
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By: |
/s/ John Conklin |
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Name: |
John Conklin |
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Title: |
President and Chief Executive Officer |
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EXHIBIT 10.1
AMENDMENT TO THE 2014 AMENDED BRIDGE LOAN AGREEMENT
AMENDMENT TO THE BRIDGE LOAN AGREEMENT DATED November 10, 2014 is dated as of November 3, 2017, by and between SolarWindow Technologies, Inc., a corporation organized under the laws of the State of Nevada (“ Borrower ”), and Kalen Capital Corporation, a corporation organized under the laws of the Province of Alberta, Canada (“ Creditor ”).
W I T N E S S E T H:
WHEREAS , Borrower and Creditor entered into Bridge Loan Agreement dated as of October 7, 2013 (the “ Original Agreement ”), pursuant to which Creditor agreed to make a loan to Borrower in the principal amount of THREE MILLION DOLLARS (US$3,000,000) (the “ Loan Amount ”);
WHEREAS , on November 10, 2014, Borrower and Creditor Amended and Restated the Original Agreement (the “ Amended Agreement ”) pursuant to which, among other things, the parties agreed to extend the maturity date of the Loan to December 31, 2015; and
WHEREAS , on December 31, 2105, Borrower and Creditor entered into a Second Amended Bridge Loan Agreement (the “ Amendment to the Amended Agreement ”) as an amendment to the Amended Agreement and pursuant to which the parties agreed, among other things, to extend the maturity date of the Loan to December 31, 2017; The Amended Agreement and the Amendment to the Amended Agreement are collectively referred to as the “ Loan Agreement ;”
WHEREAS , the Loan made pursuant to the Loan Agreement is evidenced by the Amended Note as the same has been amended, as provided in the Second Amendment; and
WHEREAS , Borrower and Creditor desire to (i) extend the maturity date of the Loan to from December 31, 2017 to December 31, 2019 (the “ Maturity Date ”) and (ii) increase the interest rate payable on the outstanding principal balance of the Loan and any accrued and unpaid interest thereon to ten and one-half (10.5%), all on the terms and conditions set forth herein;
NOW , THEREFORE , for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Certain Definitions. In addition to other words and terms defined elsewhere in this Agreement, all capitalized but undefined terms used herein shall have the meaning set forth in the Loan Agreement.
2. Extension of Maturity Date. Borrower and Creditor hereby agree to extend the Maturity Date for payment of the Principal Amount and all interest due thereon to December 31, 2019 and all references in the Loan Agreement to Maturity Date shall mean December 31, 2019.
3. Increase in Interest Rate. Borrower and Creditor hereby agree that commencing on and as of November 3, 2017 the interest rate payable on the outstanding balance of, and on the accrued and unpaid interest under, the Note will be ten and one-half percent (10.5%). The Borrower will deliver an amendment to the Note substantially in the form of Exhibit A hereto.
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4. Extension of Warrant Expiration Date.
(a) Borrower hereby agrees, effective as of the date hereof, without any further action or acts required of the Creditor, to extend the termination date of all of Creditor's existing warrants as of the date hereof, including, but not limited to the warrants listed on Exhibit B hereto, to the later of: (i) the current termination date of the respective warrant, or (ii) December 31, 2022 (the “ Extended Termination Date ”).
(b) If requested by Creditor, Borrower shall exchange any current warrant for a new warrant evidencing the Extended Termination Date. Notwithstanding the foregoing, Creditor shall not be obligated to exchange any warrant and Borrower hereby agrees to amend its warrant registry to reflect the Extended Termination Date.
5. No Other Changes. Except as specifically set forth herein, the terms, provisions and conditions of the Loan Agreement remain in full force and effect.
6. Counterparts. This Agreement may be executed in one or more counterparts, each of which when executed and delivered shall constitute an original and all of which together shall constitute a single agreement.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF , the parties have entered into this Amendment to the 2014 Amended Bridge Loan Agreement as of November 3, 2017.
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SolarWindow Technologies, Inc. |
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By: |
/s/ John A. Conklin |
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Name: |
John Conklin |
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Title: |
President and Chief Executive Officer |
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Kalen Capital Corporation |
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By: |
/s/ Harmel S. Rayat |
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Name: |
Harmel S. Rayat |
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Title: |
President |
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EXHIBIT A
TO THE
AMENDMENT TO THE 2014 AMENDED BRIDGE LOAN AGREEMENT
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THIS AMENDMENT (this “ Amendment ”) TO CONVERTIBLE PROMISSORY NOTE dated October 6, 2013 and amended November 10, 2014 (collectively, the “Amended Note ”) and as further amended on December 31, 2015, by SolarWindow Technologies, Inc. (formerly, New Energy Technologies, Inc.), a Nevada corporation having its principal place of business at 10632 Little Patuxent Parkway, Suite 406, Columbia, Maryland 21044 (“ Maker ”) on behalf of Kalen Capital Corporation, an Alberta, Canada corporation having its principal place of business at The Kalen Capital Building, 7th Floor, 688 West Hastings St., Vancouver, BC V6B 1P1 (“ Payee ”), is dated November 3, 2017.
WHEREAS , Maker and Payee desire to (i) extend the maturity date of the Amended Note to December 31, 2019 (the “ Maturity Date ”) and (ii) to increase the interest payable under the Amended Note from 7% to 10.5% per annum.
NOW, THEREFORE, FOR AND VALUABLE CONSIDERATION , the receipt and sufficiency is hereby acknowledged, Maker hereby agrees as follows:
1. Maturity Date. The entire outstanding balance of the principal of and accrued and unpaid interest under the Promissory Note, will be due and payable in full on December 31, 2019 (the “ Maturity Date ”).
2. Interest Accrual. Notwithstanding the date of this Amendment, interest shall continue to accrue on the outstanding principal balance and accrued and on paid interest thereon as of November 3, 2017 of issuance through the Maturity Date at the rate of ten and one-half percent (10.5%) per annum.
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3. Miscellaneous. This Amendment fully and completely expresses the agreement of the parties with respect to the Amended Note and shall not be modified or amended except by written agreement executed by each of the parties hereto. Except as amended and/or modified by this Amendment, the Amended Note is hereby ratified and confirmed and all other terms of the Amended Note shall remain in full force and effect, unaltered and unchanged by this Amendment. Whether or not specifically amended by this Amendment, all of the terms and provisions of the Amended Note are hereby amended to the extent necessary to give effect to the purpose and intent of this Amendment.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF , Maker, intending to be legally bound, has executed this amendment to the Amended Note as of November 3, 2017.
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SolarWindow Technologies, Inc. |
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| By: | /s/ John A. Conklin | ||
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Name: |
John Conklin | |
| Title: | President and Chief Executive Officer | ||
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EXHIBIT B
TO THE
AMENDMENT TO THE 2014 AMENDED BRIDGE LOAN AGREEMENT
Creditor’s Warrants as of November 3, 2017
246,000 Series M Warrants having an initial exercise price of $2.34;
767,000 Series N Warrant having an initial exercise price of $3.38;
213,500 Series P Warrants having an initial exercise price of $3.70;
468,750 Series R Warrants having an initial exercise price of $4.00; and
300,000 Series S-A Warrants having an initial exercise price of $2.53
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EXHIBIT 10.2
THIRD AMENDMENT TO THE 2015 BRIDGE LOAN AGREEMENT
THIS THIRD AMENDMENT TO BRIDGE LOAN AGREEMENT DATED MARCH 4, 2015 (this “ Agreement ”) is dated as of November 3, 2017, by and between SolarWindow Technologies, Inc. (“ Borrower ”), a Nevada corporation and Kalen Capital Holdings, LLC (“ Creditor ”) a Delaware limited liability corporation and a wholly owned subsidiary of Kalen Capital Corporation (“ KCC ”), a corporation organized under the laws of the Province of Alberta, Canada.
WHEREAS , Borrower entered into a Bridge Loan Agreement dated as of March 4, 2015, as amended by (i) the Amendment to Bridge Loan Agreement dated as of December 7, 2016 and (collectively, the “ Loan Agreement ”) with 1420468 Alberta Ltd. (“ 1420468 Alberta ”), pursuant to which 1420468 Alberta provided Borrower with a loan in the principal amount of $600,000, with a maturity date of December 31, 2016 which date was subsequently extended to December 31, 2017 and which loan was evidence by delivery of a promissory note by the Company to 1420468 Alberta (the “ Promissory Note ”);
WHEREAS , on or about December 31, 2015, 1420468 Alberta was amalgamated into KCC, with KCC being the surviving legal entity and the holder of the Promissory Note, which it assigned to Creditor;
WHEREAS , Borrower and Creditor desire to (i) extend the maturity date of the Promissory Note from December 31, 2017 to December 31, 2019;and (ii) increase the interest rate payable on the outstanding principal balance of, and accrued and unpaid interest under, the Promissory Note, effective as of the date hereof, from 7% to 10.5%; and
WHEREAS, as additional consideration for Creditor agreeing to extend the maturity date of the Promissory Note Loan to December 31, 2019, Borrower hereby agrees to extend the termination date of all of Creditor's existing warrants to purchase equity securities of the Borrower, to the later of: (i) the current termination date of each of the respective warrants, or (ii) December 31, 2022; and
NOW , THEREFORE , for good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1. Definitions. All capitalized but undefined terms used herein shall have the mean set forth in the Loan Agreement.
2. Extension of Maturity Date. Borrower and Creditor hereby agree to extend the Maturity Date for payment of the Principal Amount and all interest due thereon to December 31, 2019 and all references in the Loan Agreement to Maturity Date shall mean December 31, 2019.
3. Increase in Interest Rate. Borrower and Creditor hereby agree that commencing on and as of November 3, 2017 the interest rate payable on the outstanding balance of, and on the accrued and unpaid interest under, the Promissory Note will be nine percent (9%). The Borrower will deliver an amendment to the Promissory Note substantially in the form of Exhibit A hereto.
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4. Extension of Warrant Expiration Date.
(a) Borrower hereby agrees, effective as of the date hereof, without any further action or acts required of the Creditor, to extend the termination date of all of Creditor's existing warrants as of the date hereof, including, but not limited to the warrants listed on Exhibit B hereto, to the later of: (i) the current termination date of the respective warrant, or (ii) December 31, 2022 (the “ Extended Termination Date ”).
(b) If requested by Creditor, Borrower shall exchange any current warrant for a new warrant evidencing the Extended Termination Date. Notwithstanding the foregoing, Creditor shall not be obligated to exchange any warrant and Borrower hereby agrees to amend its warrant registry to reflect the Extended Termination Date.
5. No Other Changes. Other than as specifically set forth herein, the Loan Agreement remains in full force and effect.
6. Counterparts. This Agreement may be executed in one or more counterparts, each of which when executed and delivered shall constitute an original and all of which together shall constitute a single agreement.
[Signature Page Follows]
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IN WITNESS WHEREOF , the parties hereto have duly executed and delivered this Agreement as of November 3, 2017.
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SolarWindow Technologies, Inc. |
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| By: | /s/ John A. Conklin | |
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Name: |
John Conklin | |
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Title: |
President and Chief Executive Officer | |
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Kalen Capital Holdings, LLC |
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| By: | /s/ Harmel S. Rayat | |
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Name: |
Harmel S. Rayat | |
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Title: |
President | |
EXHIBIT A
TO THE
THIRD AMENDMENT TO THE 2015 BRIDGE LOAN AGREEMENT
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AMENDMENT TO CONVERTIBLE PROMISSORY NOTE
THIS AMENDMENT TO THE CONVERTIBLE PROMISSORY NOTE (this “ Amendment ”) dated March 4, 2015 and as amended on December 31, 2015 and January 5, 2017 (collectively, the “ Note ”) , by SolarWindow Technologies, Inc. a Nevada corporation having its principal place of business at 10632 Little Patuxent Parkway, Suite 406, Columbia, Maryland 21044 (“ Maker ”) on behalf of Kalen Capital Corporation, an Alberta, Canada corporation having its principal place of business at The Kalen Capital Building, 7th Floor, 688 West Hastings St., Vancouver, BC V6B 1P1 (“ Payee ”).
WHEREAS , Maker and Payee desire to (i) extend the maturity date of the Promissory Note to December 31, 2019 (the “ Maturity Date ”) and (ii) to increase the interest payable under the Promissory Note from 7% to 10.5% per annum.
NOW, THEREFORE, FOR AND VALUABLE CONSIDERATION , the receipt and sufficiency is hereby acknowledged, Maker hereby agrees as follows:
1. Maturity Date. The entire outstanding balance of the principal of and accrued and unpaid interest under the Promissory Note, will be due and payable in full on December 31, 2019 (the “ Maturity Date ”).
2. Interest Accrual. Notwithstanding the date of this Amendment, interest shall continue to accrue on the outstanding principal balance and accrued and on paid interest thereon as of November 3, 2017 of issuance through the Maturity Date at the rate of ten and one-half percent (10.5%) per annum.
3. Miscellaneous. This Amendment fully and completely expresses the agreement of the parties with respect to the Promissory Note and shall not be modified or amended except by written agreement executed by each of the parties hereto. Except as amended and/or modified by this Amendment, the Promissory Note is hereby ratified and confirmed and all other terms of the Promissory Note shall remain in full force and effect, unaltered and unchanged by this Amendment. Whether or not specifically amended by this Amendment, all of the terms and provisions of the Promissory Note are hereby amended to the extent necessary to give effect to the purpose and intent of this Amendment.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF , Maker, intending to be legally bound, has executed this Note as of November 3, 2017.
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SolarWindow Technologies, Inc. |
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By: |
/s/ John A. Conklin |
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Name: |
John Conklin |
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Title: |
President and Chief Executive Officer |
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Exhibit B
TO THE
THIRD AMENDMENT TO THE 2015 BRIDGE LOAN AGREEMENT
Creditor’s Warrants as of November 3, 2017
246,000 Series M Warrants having an initial exercise price of $2.34;
767,000 Series N Warrant having an initial exercise price of $3.38;
213,500 Series P Warrants having an initial exercise price of $3.70;
468,750 Series R Warrants having an initial exercise price of $4.00; and
300,000 Series S-A Warrants having an initial exercise price of $2.53
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