Quarterly Report for Quarter Ending May 31, 2025 (Form 10-Q)

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This Report on Form 10-Q contains forward-looking statements which involve assumptions and describe our future plans, strategies, and expectations, and are generally identifiable by use of words such as "may," "will," "should," "expect," "anticipate," "estimate," "believe," "intend," or "project," or the negative of these words or other variations on these words or comparable terminology. These statements are expressed in good faith and based upon a reasonable basis when made, but there can be no assurance that these expectations will be achieved or accomplished.

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 industry, (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 under "Management's Discussion and Analysis of Financial Condition and Results of Operations" as well as in this Form 10-Q generally. 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-Q 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 such 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 uncertainties that may cause actual results to be materially different from those discussed in these forward-looking statements. Readers 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. Readers are urged to carefully review and consider the various disclosures made by us in our filings with the Securities and Exchange Commission which attempt to advise interested parties of the risks and factors that may affect our business, financial condition, results of operation and cash flows. If one or more of these risks or uncertainties materialize, or if the underlying assumptions prove incorrect, our actual results may vary materially from those expected or projected.

Except where the context otherwise requires, and for purposes of this Form 10-Q only, the terms "we," "us," "our," "Company" "our Company," and "SolarWindow" refer to SolarWindow Technologies, Inc., a Nevada corporation.

Overview

We are a developer of transparent and semi-transparent electricity-generating coatings, and methodologies for their application to various materials (collectively, "LiquidElectricity® Coatings"). When applied in ultra-thin layers to rigid glass, and flexible glass and plastic surfaces our LiquidElectricity® Coatings transform otherwise ordinary surfaces into photovoltaic devices capable of generating electricity from natural sun, artificial light, and low, shaded, or reflected light conditions while maintaining transparency.

Our LiquidElectricity® Coatings are under development with support from commercial contract firms and at the U.S. Department of Energy's National Renewable Energy Laboratory, through Cooperative Research and Development Agreements.

We have overcome major technical challenges and achieved many important milestones resulting in an expansion of the potential applications of LiquidElectricity® Coatings which span multiple industries, including architectural, automotive, agrivoltaic, aerospace, commercial transportation and marine.

Currently, we do not have any commercial products and there is no assurance that we will successfully be able to design, develop, manufacture, or sell any commercial products in the future. Our product development programs involve ongoing R&D and product development efforts, and the commitment of significant resources to support the extensive invention, design, engineering, testing, prototyping, and intellectual property initiatives carried-out by our contract engineers, scientists, and consultants.

We plan to market any SolarWindow® products we commercialize through co-marketing and co-promotion, licensing, and distribution arrangements with third party collaborators, to advance the technical development and subsequent commercialization of our SolarWindow® products. We are actively seeking additional technologies and product licensing, joint venture arrangements, and manufacturing process integration relationships with commercial partners and industry; and organizations which have established technical competencies, market reach, and mature distribution networks in the solar PV, building-integrated PV, and alternative and renewable energy market industries. We believe that this approach could provide immediate access to existing distribution channels which can increase market penetration and commercial acceptance of our products, and enable us to avoid expending significant funds for development of a large sales and marketing organization.

On August 22, 2024 Lippert Components Inc. and SolarWindow Technologies, Inc. agreed to jointly pursue the integration of SolarWindow technologies into select Lippert components to produce transparent electricity-generating SolarWindow-Lippert Products. There is no assurance that any of the mutually defined goals will be attained or that future agreements will be successfully negotiated or consummated and no assurance that SolarWindow-Lippert Products will be successfully engineered, prototyped, tested, certified, manufactured, produced, or sold.

We cannot accurately predict the amount of funding, or the time required to successfully design, fabricate and commercialize SolarWindow® products. The actual cost and time required to commercialize our SolarWindow® 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.

As of May 31, 2025, we had working capital of $3,018,000 and cash of $3,238,000. Based upon current and near-term anticipated level of operations and expenditures, we believe that cash on hand should be sufficient to enable us to continue operations over the next twelve months following the issuance of this Quarterly Report on Form 10-Q.

Management recognizes that in order for us to meet our capital requirements, and continue our business activities, additional financing is necessary. In order to meet the Company's near-term capital requirements in an effort to further its development efforts being pursued at Lippert and elsewhere, on March 13, 2025, the Company initiated and on June 16, 2025, the Company closed a self-directed offering of 12,580,646 units at a price of $0.31 per unit (each unit consists of one share of common stock and one Series U warrant) for $3,900,000 in aggregate proceeds (For additional information, see Form 8-K filed on June 20, 2025). The Company expects that it will need additional funds to expand the range and scope of its operations. If the Company is unable to raise additional capital or generate positive cash flow, it is unlikely that we will be able to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Research and Related Agreements

We are a party to certain agreements related to the development of our technology.

Stevenson-Wydler Cooperative Research and Development Agreement with the Alliance for Sustainable Energy

On March 18, 2011, we entered into the NREL CRADA with Alliance for Sustainable Energy, the operator of the NREL under its U.S. Department of Energy contract to advance the commercial development of our technology. Under terms of the NREL CRADA, NREL researchers make use of our exclusive intellectual property ("IP"), newly developed IP, and NREL's background IP in order to work towards specific product development goals, established by the Company. Under the terms of the NREL CRADA, we agreed to reimburse Alliance for Sustainable Energy for filing fees associated with all documented, out-of-pocket costs directly related to patent application preparation and filings, and maintenance of the patent applications.

On March 6, 2013, we entered into Phase II of our NREL CRADA. Under the terms of the agreement, researchers will additionally work towards:

·

further improving our technology efficiency and transparency;

·

optimizing electrical power (current and voltage) output;

·

optimizing the application of the active layer coatings and application processes which make it possible for LiquidElectricity® Coatings to generate electricity on glass surfaces;

·

developing improved electricity-generating coatings by enhancing performance, processing, reliability, and durability;

·

optimizing LiquidElectricity® Coating performance on flexible substrates; and

·

developing high speed and large area roll-to-roll (R2R) and sheet-to-sheet (S2S) coating application methods required for commercial-scale building integrated photovoltaic ("BIPV") products and windows.

On December 28, 2015, we executed another modification to the NREL CRADA (the "Modification"). Under the Modification, (i) the date of completion was extended to December 2017; and (ii) the Company and the NREL will work jointly towards achieving specific product development goals and objectives for the purpose of preparing to commercialize our OPV-based transparent electricity-generating coatings for various applications, including BIPV, glass and flexible plastics.

Over the course of our collaborative research and development efforts with the NREL under the CRADA, both parties have agreed to modifications to extend the date of completion. The Company and NREL have entered into twelve such No Cost Time Extensions ("NCTE"). Under the terms of each NCTE, all terms and conditions of the NREL CRADA remain in full force and effect without change. The current NCTE was executed on December 11, 2024, and extends the date of completion to December 31, 2025. As of May 31, 2025, the Company had a capitalized asset balance of $71,000 related to deferred research and development costs for advances to Alliance for Sustainable Energy for work to be performed under the NREL CRADA.

Results of Operations

Three and nine months ended May 31, 2025, compared to the three and nine months ended May 31, 2024

A summary of our operating expenses for the three months ended May 31, 2025, and 2024 follows:

		Three Months Ended May 31,								2025 compared to 2024
		2025				2024				Increase / (Decrease)				Percentage Change
Operating expenses:
Selling, general & administrative		$	385,865			$	414,219			$	(28,354	)			-7	%
Research and development			167,643				161,186				6,457				4	%
Stock compensation			-				279,903				(279,903	)			-100	%
Total Operating expenses		$	553,508			$	855,308			$	(301,800	)			-35	%

		Nine Months Ended May 31,								2025 compared to 2024
		2025				2024				Increase / (Decrease)				Percentage Change
Operating expenses:
Selling, general & administrative		$	1,236,383			$	1,164,398			$	71,985				6	%
Research and development			478,158				409,109				69,049				17	%
Stock compensation			103,125				351,958				(248,833	)			-71	%
Total Operating expense		$	1,817,666			$	1,925,465			$	(107,799	)			-6	%

Selling, General and Administrative

Selling, general and administrative ("SG&A") costs include all expenditures incurred other than research and development related costs, including costs related to personnel, professional fees, travel, public company costs, insurance, and other office related costs. During the three months ended May 31, 2025 compared to the three months ended May 31, 2024, SG&A costs decreased by $28,000 primarily due to lower professional and consultant costs ($76,000) offset by higher personnel costs ($18,000), travel costs ($18,000), and other G&A costs ($12,000) . During the nine months ended May 31, 2025, compared to the nine months ended May 31, 2024, SG&A costs increased by $72,000 primarily due to higher personnel costs ($82,000), travel costs ($41,000), and other SG&A costs ($18,000) offset by decreased professional and consultant fees ($69,000).

Research and Product Development

Research and Development ("R&D") costs represent costs incurred to develop our SolarWindow® technology and are incurred pursuant to our research agreements and agreements with other third-party providers and certain internal R&D cost allocations. Payments under these agreements include salaries and benefits for R&D personnel, allocated overhead, contract services and other costs. R&D costs are expensed when incurred, except for non-refundable advance payments for future research and development activities which are capitalized and recognized as expense as the related services are performed. During the three months ended May 31, 2025, compared to the three months ended May 31, 2024, R&D costs increased by $6,000 primarily as a result of an increase in R&D supplies. During the nine months ended May 31, 2025 compared to the nine months ended May 31, 2024, R&D costs increased by $69,000 primarily as a result of an increase in personnel costs ($49,000) and R&D supply costs ($24,000).

Stock Based Compensation

The Company grants stock options to its directors, employees and consultants. Stock compensation represents the expense associated with the amortization of our stock options. Expense associated with equity-based transactions is calculated and expensed in our financial statements as required pursuant to various accounting rules and is non-cash in nature. Stock based compensation expense decreased during the three months ended May 31, 2025 compared to the three months ended May 31, 2024 due to full vesting of all outstanding grants. Stock based compensation expense decreased during the nine months ended May 31, 2025 compared to the nine months ended May 31, 2024 due to the tailing off of expense related to the April 2024 grant of 1,250,000 options which vested as to 50% on the date of grant resulting in a spike in compensation expense in Q3 of 2024 which Q3 2024 also included $45,000 related to previously granted stock options and $27,000 related to the modification of certain option grants resulting in a one-time expense.

Net loss from continuing operations

Consolidated net loss from continuing operations decreased $918,000 to $540,000 for the three months ended May 31, 2025, as compared to a net loss from continuing operations of $1,458,000 for the three months ended May 31, 2024. Consolidated net loss from continuing operations decreased $678,000 to $1,721,000 for the nine months ended May 31, 2025, as compared to a net loss from continuing operations of $2,399,000 for the nine months ended May 31, 2024. The decrease for the three-and nine-month periods ended May 31, 2025, compared to 2024 is primarily due to the absence, in 2025, of a $684,000 impairment charge related to in-process property and equipment, and lower equity based compensation.

Liquidity and Capital Resources

Our primary cash needs are for personnel, professional and R&D related fees and other administrative costs. Our principal sources of liquidity are cash. As of May 31, 2025 and August 31, 2024, the Company had cash and short-term investments of $3,238,000 and $4,249,000, respectively. We have financed our operations primarily from the sale of equity and debt securities.

The following table presents a summary of our cash flows for the periods indicated:

		Nine Months Ended May 31,
		2025				2024				2025 compared to 2024
Net cash used in operating activities		$	(1,003,685	)		$	(1,149,562	)		$	145,877
Net cash provided by investing activities			2,991,909				1,498,051				1,493,858
Effect of exchange rate changes on cash			-				(1	)			1
Net increase in cash and cash equivalents		$	1,988,224			$	348,488			$	1,639,736

Operating Activities - Operating activities consist of net loss adjusted for certain non-cash items, including depreciation, stock-based compensation expense, and the effect of changes in working capital. The amount of cash used during the nine months ended May 31, 2025 compared to cash used during the nine months ended May 31, 2024 decreased $146,000 due primarily to the receipt of $610,000 related to the refund of an equipment deposit offset by higher cash outlays related to personnel, R&D, travel, and changes in working capital.

Indebtedness

None.

Other Contractual Obligations

None.

Off-Balance Sheet Arrangements

There were no off-balance sheet arrangements for the three and nine months ended May 31, 2025 and 2024.

Recently Issued Accounting Standards

For more information regarding recent accounting standards and their impact to our results of operations and financial position, see "Note 2- Summary of Significant Accounting Policies" to our Financial Statements.

Critical Accounting Policies

Management's discussion and analysis of financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these consolidated financial statements required the use of estimates and judgments that affect the reported amounts of our assets, liabilities, and expenses. Management bases estimates on historical experience and other assumptions it believes to be reasonable under the circumstances and evaluates these estimates on an on-going basis. Actual results may differ from these estimates. There have been no significant changes to the critical accounting policies and estimates included in our Quarterly Report on Form 10-Q for the three and nine months ended May 31, 2025.

Related Party Transactions

For a discussion of our Related Party Transactions, see "Note-8 - Transactions With Related Persons" to our Financial Statements included elsewhere in this Quarterly Report on Form 10-Q.

Corporate Information

SolarWindow Technologies, Inc., a Nevada corporation, was incorporated in 1998. The Company's executive offices are located at 9375 E Shea Blvd., Suite 107-B, Scottsdale AZ 85260. The Company's telephone number is (800) 213-0689. Our Internet address is www.solarwindow.com. We make available free of charge through our Internet 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 Securities and Exchange Commission ("SEC"). The information accessible through our website is not a part of this Quarterly Report on Form 10-Q.