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 19, 2022

Date of Report (Date of earliest event reported)

(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))

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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. ☐

Section 5 - Corporate Governance and Management

Item 5.01 Changes in Control of Registrant.

On December 20, 2022, of SolarWindow Technologies, Inc. (the “Company”) received a copy of the December 16, 2022 Order Made After Application in the Supreme Court of British Columbia whereby the Honourable Mr. Justice Elwood ordered the following:

The shares of common stock listed under item 1(a) above represent approximately 62% of the Company’s issued and outstanding Shares; and, together with the shares of the Company’s Common Stock issuable upon the exercise of the Warrants listed under 1(b) and 1(c) above, Kalen’s beneficial ownership is approximately 72%

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(a)       Departure of Directors or Certain Officers.

By email dated December 18, 2022, Mr. John Rhee tendered his resignation to his appointment to the Board of Directors (the “Board”) of the Company effective immediately. Mr. Rhee was appointed to the Board of Directors on July 1, 2020.

Mr. Rhee noted that the reason for his resignation was that “there has not been any real communication or honoring any of my positions regarding in issues of management of this company in the past months.  My good intentions were used for your wrong purposes so I hereby resign.”

In accordance with the requirements of Item 5.02 of Form 8-K, the Company has provided Mr. Rhee with a copy of the disclosures that it is making in response to this Item 5.02 no later than the date of filing this Form 8-K with the SEC and will provide Mr. Rhee with the opportunity to furnish the Company, as promptly as possible, with a letter addressed to the Company stating whether he agrees with the statements made by the Company in response to this Item 5.02 and, if not, stating the respects in which he does not agree.

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 December 22, 2022.