04/09/2026 | Press release | Distributed by Public on 04/09/2026 13:44
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 semi-transparent electricity-generating coatings, and methods 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.
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. Our LiquidElectricity® Coatings are under development with support from commercial contract firms and at the U.S. Department of Energy's National Laboratory of the Rockies (NLR), forerly known as National Renewable Energy Laboratory (NREL), through Cooperative Research and Development Agreements.
We do not currently 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 technology 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. We have not yet entered into any such arrangements for these services.
We cannot accurately predict the amount of funding, or the time required to successfully commercialize or fabricate 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 equipment and 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 February 28, 2026, we had working capital of $5,226,000 and cash of $5,392,000. 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 to operate, additional financing will be necessary. We expect to raise additional funds through private or public equity investment in order to expand the range and scope of our business operations. We will seek access to private or public equity markets but there is no assurance that such additional funds will be available for us to finance our operations on acceptable terms, if at all. If we are 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, the Company and the Alliance for Sustainable Energy ("ASE"), the operator of the National Laboratory of the Rockies ("NLR"), formerly known as National Renewable Energy Laboratories ("NREL") under its U.S. Department of Energy contract, entered into a Cooperative Research and Development Agreement ("CRADA") to advance the commercial development of our technology, and on March 6, 2013, the Company and ASE entered into Phase II of the CRADA (collectively, the "NREL CRADA"). 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. Beginning in 2013, under the NREL CRADA, researchers have and will continue to work to:
| • | improve our technology efficiency and transparency; |
| • | optimize electrical power (current and voltage) output; |
| • | optimize the application of the active layer coatings and application processes which make it possible for LiquidElectricity® Coatings to generate electricity on glass surfaces; |
| • | develop improved electricity-generating coatings by enhancing performance, processing, reliability, and durability; |
| • | optimize LiquidElectricity® Coating performance on flexible substrates; and |
| • | develop high speed and large area roll-to-roll (R2R) and sheet-to-sheet coating application methods required for commercial-scale building integrated photovoltaic products and windows. |
Over the course of our collaborative research and development efforts under the NREL CRADA, both parties have agreed to modifications to extend the period of performance. The current modification extends the period of performance to December 31, 2028. As of February 28, 2026, the Company had a capitalized asset balance of $34,274 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 six months ended February 28, 2026, compared to the three and six months ended February 28, 2025
A summary of our operating expenses for the three and six months ended February 28, 2026, and 2025 follows:
| 2026 compared to 2025 | ||||||||||||||||
| Three Months Ended February 28, | Increase / | Percentage | ||||||||||||||
| 2026 | 2025 | (Decrease) | Change | |||||||||||||
| Operating expenses: | ||||||||||||||||
| Selling, general & administrative | $ | 453,311 | $ | 444,130 | $ | 9,181 | -2 | % | ||||||||
| Research and development | 170,635 | 173,335 | (2,700 | ) | -2 | % | ||||||||||
| Stock compensation | - | 51,562 | (51,562 | ) | -100 | % | ||||||||||
| Total Operating expenses | $ | 623,946 | $ | 669,027 | $ | (45,081 | ) | -7 | % | |||||||
| 2026 compared to 2025 | ||||||||||||||||
| Six Months Ended February 28, | Increase / | Percentage | ||||||||||||||
| 2026 | 2025 | (Decrease) | Change | |||||||||||||
| Operating expenses: | ||||||||||||||||
| Selling, general & administrative | $ | 917,648 | $ | 850,519 | $ | 67,129 | 8 | % | ||||||||
| Research and development | 319,486 | 310,514 | 8,972 | 3 | % | |||||||||||
| Stock compensation | - | 103,125 | (103,125 | ) | -100 | % | ||||||||||
| Total Operating expense | $ | 1,237,134 | $ | 1,264,158 | $ | (27,024 | ) | -2 | % | |||||||
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 February 28, 2026 compared to the three months ended February 28, 2025, SG&A remained flat. During the six months ended February 28, 2026, compared to the six months ended February 28, 2025, SG&A costs increased by $67,129 primarily due to higher personnel costs ($21,000), travel costs ($16,000), professional fees ($9,000), and other SG&A costs ($16,000).
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 February 28, 2026, compared to the three months ended February 28, 2025, R&D costs remained flat. During the six months ended February 28, 2026 compared to the six months ended February 28, 2025, R&D costs increased primarily as a result of an increase in NREL and consultant costs ($21,000) and asset depreciation ($4,000) offset by lower R&D supplies costs ($16,000).
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 to zero during the three and six months ended February 28, 2026 compared to the three months ended February 28, 2025 due to full vesting of all outstanding grants.
Net loss from continuing operations
Consolidated net loss from continuing operations decreased $40,624 to $589,420 for the three months ended February 28, 2026, as compared to a net loss from continuing operations of $630,044 for the three months ended February 28, 2025. Consolidated net loss from continuing operations decreased $20,960 to $1,160,176 for the six months ended February 28, 2026, as compared to a net loss from continuing operations of $1,181,136 for the six months ended February 28, 2025. The decrease for the three-and six-month periods is primarily due to lower stock based compensation offset by higher costs related to R&D, personnel, travel and other SG&A costs.
Liquidity and Capital Resources
Our primary cash needs are for personnel, professional, R&D related fees and other administrative costs. Our principal source of liquidity is cash. As of February 28, 2026 and August 31, 2025, the Company had cash of $5,392,000 and $6,556,000, 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:
| Six Months Ended February 28, | 2026 compared | |||||||||||
| 2026 | 2025 | to 2025 | ||||||||||
| Net cash used in operating activities | $ | (1,133,957 | ) | $ | (451,926 | ) | $ | (682,031 | ) | |||
| Net cash provided by (used in) investing activities | (29,864 | ) | 3,000,000 | (3,029,864 | ) | |||||||
| Net increase (decrease) in cash and cash equivalents | $ | (1,163,821 | ) | $ | 2,548,074 | $ | (3,711,895 | ) | ||||
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 six months ended February 28, 2026 compared to cash used during the six months ended February 28, 2025 increased $682,031 due primarily to the absence in the current year of the receipt of $608,000 related to the refund of an equipment deposit and $74,000 primarily related to higher operating costs for 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 six months ended February 28, 2026and 2025.
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 months ended February 28, 2026.
Related Party Transactions
For a discussion of our Related Party Transactions, see "Note-6 - 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.