WNDW 10-K & 10-Q changes, risk factors and insider trading

We have not generated any revenues and have experienced significant losses to date, and we expect to continue to incur losses for the foreseeable future.

We have experienced and continue to experience negative cash flows from operations. We have not generated any revenue since inception and do not expect to generate any substantial amounts of revenue for the foreseeable future. We had a net losslosses attributable to common stockholdersshareholders of $3,455,415$2,180,576 and $2,396,395$3,455,415 for theour fiscal years ended August 31, 31, 2024,2025, and 2023,2024, respectively. As of August 31, 2024,2025, we had cash and short-term investments of $4,249,446$6,555,642, and working capital of $4,668,658. $6,407,990. Based on management’s assessment, the Company has sufficient cash and short-term investments to meet its current funding requirements over the next twelve months following the date of this annual report, to meet our projected product development and fabrication goals during this period. However, our current cash and short-term investments may not be sufficient to permit us to maintain or expand our operations beyond this period.

As of August 31, 2024,2025, we had U.S. federal net operating loss carryforwards (“NOLs”) ofof, approximately $40,949,000$44,159,600 due to prior period losses which if not utilized will beginbegan to expire for federal and state tax purposes beginning in 2024. Realization of these NOLs depends on future income, and there is a risk that our existing NOLs could expire unused and be unavailable to offset future income tax liabilities, which could adversely affect our results of operations.

We expect capital outlays and operating expenditure to increase over the next several years as we work to expand our commercial activities, expand our development activities, expand manufacturing operationsoperations, and expand our infrastructure.infrastructure, and to effect opportunistic acquisitions. We may need to raise additional capital to, among other things:

Raising additional capital willmay cause dilution to our existing stockholders and may restrict our operations or require us to relinquish certain intellectual property rights.

We will seek additional capital through a combination of public and private equity offerings, debt financing, strategic partnerships and alliances, licensing arrangementsand leasing arrangements, and grants. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the ownership interest of our existing stockholders may may be diluted, and the terms may include liquidation or other preferences that adversely affect the rights of our stockholders. Debt and and receivables financing may be coupled with an equity component, such as warrants to purchase shares, which could also result in dilution of our existing stockholders’ ownership. The incurrence of indebtedness would result in increased fixed payment obligations and could also result in certain restrictive covenants, such as limitations on our ability to incur additional debt, limitations on our ability to acquire or license intellectual property rights and other operating restrictions that could adversely impact our ability to conduct our business. If we raise additional funds through strategic partnerships and alliances and licensing arrangements with third parties, we may have to relinquish valuable rights to our products, or grant licenses on terms that are not favorable to us. A failure to obtain adequate funds may cause us to curtail certain operational activities, including research and development, sales and marketing, and manufacturing operations, in order to reduce costs and sustain the business, and would have a material adverse effect on our business and financial condition. If we raise additional funds by issuing equity or debt securities, further dilution to stockholders may result and new investors could have rights superior to existing stockholders.

Risks Related to Our Technology, ProductsOperations and Commercialization OperationsEfforts

The success of our research and development activities is uncertain. If such efforts are not successful, we will be unable to generate revenues from our operationsoperations, and we may have to cease doing business.

To commercialize our technology, we may need to obtain regulatory approval from various local, state, federal or international agencies; or approval from global safety certifying organizations that will certify safe operation of our products. At this time, we do not have a product to be submitted for regulatory or safe operating approval. The process for obtaining these approvals may be time consumingtime-consuming and costly, and there is no guaranty that we will be able to obtain such approvals. The failure to obtain any necessary approvals could delay or prevent us from achieving revenue or profitability, which could result in the partial or total loss of your investment.

We are operating in a highly fragmented and competitive marketmarket, and our competitors have several competitive advantages over us.

Any products developed from or based on our technology will face competition competition from other companies producing solar power and/or energy harvesting or storage products.

The alternative and renewable energy industry is rapidly evolving and highly competitive. Our failure to refine or advance our technologies, and to develop and introduce new products on a timely basis could cause our products to become uncompetitive or obsolete, which could prevent us from achieving market share and sales. We will need to invest significant financial resources in additional technology research & development, and product development to keep pace with technological advances in the industry and to compete in the future; however, we may be unable to secure such financing. We believe that a variety of competing solar and alternative or renewable energy technologies may beare in various stages of development by other companies that could result in lower manufacturing costs and/or higher product performance than those expected for products based on our products.technologies. Our development efforts may be hindered or rendered obsolete by the technological advances of others, and other technologies may prove more advantageous for the commercialization of transparent electricity-generating products.

The sectors in which we operate experience rapid and significant changes due to the introduction of innovative technologies. Introducing new technology products and innovative services, which we must do on an ongoing basis to meet customers' needs, requires a significant commitment to research and development, which may not result in success. The company is pre-revenue and may suffer if it invests in technologies that do not function as expected or are not accepted in the marketplace; its products, systems or service offers are not brought to market in a timely manner; or products become obsolete or are not responsive to our customers' needs or requirements.

We have limited experience in sales, marketing, distribution or manufacturing of photovoltaic and energy capture and conversion and generating products. We expect to manufacture, market, sell or otherwise commercialize our technology (or any of its derivatives) through distribution and supply-chain channels, co-marketing, co-promotion, or licensing arrangements with third parties. Therefore, any revenues received by us will be dependent on the efforts of third parties. If any such parties breach or terminate their agreements with us or otherwise fail to conduct marketing activities successfully and in a timely manner, the commercialization of our technology (or any of its derivatives) would be delayed or terminated, which would adversely affect our ability to generate revenues and our profitability.

Even the most well protectedwell-protected IT networks, systems, and facilities remain potentially vulnerable because the techniques used in security breaches are continually evolving and generally are not recognized until launched against a target and, in fact, may not be detected. Any such compromise of our or our third party’s IT service providers’ data security and access, public disclosure, or loss of personal or confidential business information, could result in legal claims proceedings, liability under laws to protect, privacy of personal information, and regulatory penalties, disrupt our operations, require significant management attention and resources to remedy any damages that result, damage our reputation and customers willingness to transact business with us, any of which could adversely affect our business.

We are subject additional compliance expense as well potential liability for any alleged violations of the securities laws and regulations to which we are or may bebecome subject (to the “Securities Laws & Regulations”).

As a public company filing periodic and other reports, whether on a mandatory or voluntary basis, with foreign, federal, or state securities regulators (collectively, “Securities Regulators”), we incur significant accounting, legal and administrative expenses in connection with our efforts to fully comply with the Securities Laws & Regulations. This expense may increase significantly should there be any changes in the Securities Laws & Regulations that impose greater obligations or requirements on us to fully comply. Such costs may adversely impact our other operationsoperations, including but not not limited to, our research and development efforts.

We may not be able to discover or determine the extent of any unauthorized use or infringement or violation of our intellectual property or proprietary rights. Third parties also may take actions that diminish the value of our proprietary rights or our reputation. The protection of our intellectual property may require the expenditure of significant financial and managerial resources. Litigation may be necessary in the future to enforce our intellectual property rights, to protect our trade secrets, to determine the validity and scope of the proprietary rights of others or to defend against claims of infringement or invalidity. Such litigation could be costly, time-consuming and distracting to management, result in a diversion of resources, the impairment or loss of portions of our intellectual property and could materially adversely affect our business, financial condition and operating operating results. Furthermore, our efforts to enforce our intellectual property rights may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of our intellectual property rights. These steps may be inadequate to protect our intellectual property. We will not be able to protect our intellectual property if we are unable to enforce our rights or if we do not detect unauthorized use of our intellectual property. Despite our precautions, it may be possible for unauthorized third parties to use information that we regard as proprietary to create product offerings that compete with ours. We also cannot be certain that others will not independently develop or otherwise acquire equivalent or superior technology or other intellectual property rights, which could materially adversely affect our business, financial condition and operating results.

Other parties may challenge patents issued or exclusively licensed to us, or courts or administrative agencies may hold our patents or the patents we license on an exclusive basis to be invalid or unenforceable. We may not be successful in defending challenges faced with our patents and other intellectual property rights. Any third-party challenge to any of our patents could result in the unenforceability or invalidity of some or all of the claims of such patents and could be timetime-consuming consuming and expensive.

On September 16, 2011, the Leahy-Smith America Invents Act, or the Leahy-Smith Act, was signed into law. The Leahy-Smith Act includes a number of significant changes to U.S. patent law. These include provisions that affect the way patent applications are prosecuted, redefine prior art, may affect patent litigation and switch the U.S. patent system from a “first-to-invent” system to a “first-to-file” system. Under a first-to-file system, assuming the other requirements for patentability are met, the first inventor to file a patent application generally will be entitled to the patent on an invention regardless of whether another inventor had made the invention earlier. The U.S. Patent and Trademark Office, or USPTO, recently developed new regulations and procedures to govern administration of the Leahy-Smith Act, and many of the substantive changes to patent law associated with the Leahy-Smith Act, including the first-to-file provisions in particular, only became effective on March 16, 2013. Accordingly, it is not clear what,what impact, if any, impact the Leahy-Smith Act will have on the operation of our business. However, the Leahy-Smith Act and its implementation could increase the uncertainties and costs surrounding the prosecution of our owned and licensed patent applications and the enforcement or defense of issued patents that we own or license, all of which could have a material adverse effect on our business and financial condition.

Our pending and future patent applications may not result in patents being issued which protect our technology or products, in whole or in part, or which effectively prevent others from commercializing competitive technologies and products. In particular, duringDuring prosecution of any patent application, the issuance of any patents based on the application may depend upon our ability to generate additional nonclinical or clinical data that supportsupports the patentability of our proposed claims. We may not be able to generate sufficient additional data on a timely basis, or at all. Moreover, changes in either the patent laws or interpretation interpretation of the patent laws in the United States or other countries may diminish the value of our patents or narrow the scope of our patent protection.

WeOur aresuccess is very much dependent upon hiring and retaining highly qualified management and technical personnel.

Competition for highly qualified management, technical, and scientific personnel is intense in our industry. Future success depends in part on our ability to attract, hire, assimilate and retain engineers and scientists, sales and marketing personnel, and other qualified personnel, especially in the OPV space with focus in our technologies and products. A key risk is our ability to anticipate our needs for certain key competences and to implement human resource solutions to recruit, hire, or improve these competences. If we are not successful in hiring and retaining qualified personnel, our ability to execute on our business model and strategy will be adversely affected and our ability to achieve profitability compromised.

Currently we have threefour directors, noneonly one of whom provides theirhis full-time work efforts to our business activities. While our directors intend to devote as much time as necessary to the success and development of our technology, each has other business interests or employment obligations requiring their time and attention. While each has generally agreed agreed to provide such time and attention to our business activities as may be reasonably required, there can be no assurance that their priorities priorities will not shift in the future and that the amount of time that each devotes to our activities will be sufficient for us to meet our business objectives. If their outside interests begin to take precedence over their positions with the Company, our business will suffer and may adversely impact our goal of achieving profitability through the commercialization of SolarWindow®. products. In this event, if effective corrective action is not taken, investors could lose all or part of their investment.

Until our Common Stock is listed on an exchange, we expect to remain eligible for quotation on the OTC PINKOTCID Market or on another over-the-counter quotation system. In those venues, however, an investor may find it difficult to obtain accurate quotations for our commonCommon stock.Stock. In addition, if we fail to meet the criteria set forth in SEC regulations, various requirements would be imposed by law on broker-dealers who sell our securities to persons other than established customers and accredited investors. Consequently, such regulations may deter broker-dealers from recommending or selling our commonCommon stock,Stock, which may further affect the liquidity of your shares. This would also make it more difficult for us to raise additional capital or attract qualified employees or partners. Please refer to “Our common stock is currently quoted on the OTC PINK (Current Information) which may make it more difficult for you to purchase or sell shares of the Company’s Common Stock” below.

Our commonCommon stockStock is currently quoted on the OTC PINKOTCID (Current Information) which may make it more difficult for you to purchase or sell shares of the Company’s Common Stock.

The OTC PINK (Current Information)OTCID is viewed by most investors as a less desirable, and less liquid, marketplace. As a result, an investor may find it more difficult to purchase, dispose of or obtain accurate quotations as to the value of our commonCommon stock.Stock. Unless and until we file an application for listing of our shares on athe national stock exchangeexchange, or oreven the OTCQBOTCQB, and such an application is accepted (as to which there is no assurance), we expect that our stock will continue to trade on the OTC PINK (Current Information).OTCID.

Our commonCommon stockStock is not currently registered for trading on any national stock exchange and thus, should the price of our stock on the OTC PINK (CurrentOTCID Information) fall below five dollars per share and our net tangible assets fall below two million dollars our stock may be deemed a “penny stock,” in which case, you may find it difficult to, deposit, transfer, sell or purchase the shares of our commonCommon stockStock in open market transactions.

In addition to the “penny stock” rules described above, FINRA has adopted rules that require a broker-dealer to have reasonable grounds for believing that the investment is suitable for that customer before recommending an investment to a customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives, and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-pricedlow priced securities will not be suitable for at least some customers. Thus, the FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our commonCommon stock,Stock, which may limit your ability to buy and sell our shares of commonCommon stock,Stock, have an adverse effect on the market for our shares of commonCommon stock,Stock, and thereby depress the per share price of, and liquidity for, our commonCommon stock.Stock.

Our commonCommon stockStock currently trades on the OTCOTCID PINK (Current Information) under the symbol “WNDW;” there is limited and sporadic trading in our commonCommon stock.Stock. Accordingly, there can be no assurance as to the liquidity of any markets that may develop for our commonCommon stock,Stock, or the ability of the holders of our commonCommon stockStock to sell our common stock,Common Stock, or the prices at which holders may be able to sell our commonCommon stock.Stock. Further, many brokerage firms will not process transactions involving low price stocks, especially those that come within the definition of a “penny stock.” If we cease to be quoted, holders of our commonCommon stockStock may find it more difficult to dispose of, or to obtain accurate quotations as to the market value of our common stock,Common Stock, and the market value of our Common common stockStock would likely decline.

In addition, in recent years, broad stock market indices in general, and smallersmall capitalizationcap companies in particular, have experienced substantial price fluctuations. In a volatile market, we may experience wide fluctuations in the market price of our commonCommon stock.Stock. These fluctuations may have a negative effect on the market price of our common stock.Common Stock. Such volatile fluctuations may also make us more susceptible to possible class action lawsuits, which are often initiated following price declines.

Adverse publicity about us and/or our brands, including without limitation, through social media or in connection with brand damaging events and/or public perception, could negativelyadversely impact our business.business operations and results.

We are a SRC; and, for as long as we continue to be a SRC, we are exempt from various reporting requirements applicable to other public companies but not to a “SRC,” including, for example, not being required to have our independent registered public accounting firm audit our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute compensation not previously approved. We have inIn this annual report we have utilized, and we may in future filings with the SEC continue to utilize, the modified disclosure requirements available to emerging growth companies. As a result, our stockholders may not have access to certain information they may deem important and may therefore find our stock a less attractive investment.

As of the date of this annual report, we hadhave 53,198,39965,779,045 shares issued and and outstanding, of which 35,687,54148,485,387 are deemed “restricted securities” or “control securities” within the meaning of Rule 144. The possibility that substantial amounts of our commonCommon stockStock may be sold into the public market, either under Rule 144, or pursuant to a resale registration statement, may adversely affect prevailing market prices for the commonCommon stockStock and could impair our ability to raise capital in the future through the sale of equity securities because of the perception that future re-sales could decrease our stock price and because of the availability of resale shares to those interested in investing in our commonCommon stock.Stock. Subject to compliance with our insider trading policies to the extent applicable, sales of such restricted securities or control securities may be made from time to time, at the discretion of the holders of such securities. We may not have knowledge of any such sales until sometimesome time after such sales are made.

As of the date of this annual report, KCC beneficially owns 50,705,598 shares (inclusive of 16,566,667 shares issuable upon exercise of outstanding warrants and 34,138,931 shares of commonCommon stockStock issued and outstanding), or approximately 72.68%61.58% of our outstanding commonCommon stock,Stock, on a fully diluted basis. Mr. Rayat has voting and disposition authority over these shares.

AsNotwithstanding athe result,issuance of the Judgment, Mr. Rayat,Rayat havingcontinues to have voting controland ofdisposition 34,138,931authority over the shares of our totalthe issuedCompany’s andCommon outstandingStock 53,198,399owned shares,by KCC; accordingly, Mr. Rayat can exercise control over matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions, and will have significant control over our management and policies. Mr. Rayat's interests may be different from yours. For example, he may support proposals and actions with which you may disagree, or which are not in your interest. This concentration of ownership could delay, prevent, or cause a change in control should Mr. Rayat sell all or a portion of his shares of our company or otherwise discourage a potential acquirer from attempting to obtain control of our company, which in turn could reduce the price of our commonCommon stock,Stock, possibly cause acceleration of vesting of outstanding options, result in limits to the utilization of our net operating loss, and may adversely affect your investment. In addition, Mr. Rayat could use his voting influence to maintain our existing management and Board of Directors in office, or support or reject other management and Board members proposals that are subject to stockholder approval, such as the adoption of employee stock plans and significant unregistered and registered financing transactions.

We are a “controlled company” and as a result our stockholders do not have the same protections afforded to stockholders of companies that are not “controlled companies.companies”.

On March 12, 2020, the SEC approved amendments to Rule 12b-2 that excludes from the definitions of “accelerated filer” and “large, accelerated filer” any issuer that is eligible to be a SRC. To be an eligible SRC that is also a non-accelerated filer, a company must have revenues of less than $100 million in the most recent fiscal year and also have a public float of less than $700 million. As a result of the recent amendments to the definition of an SRC and the the resulting increase in the thresholds in revenue and public float value, the Company is not subject to the attest requirements of SOX 404(b). However, should our fiscal year revenues exceed $100 million, and our second quarter public float exceed $250 million, the Company will will again be subject to SOX 404(b) and the added additional professional feesfees, and management time required to comply SOX 404(b).

As of Augustthe 31,date 2024,of this annual report, we had outstanding warrants to purchase shares of our commonCommon stockStock to various persons and entities, under which we could be obligated to issue up to 16,666,66729,247,313 shares of common stockCommon Stock with exercise priceprices of $1.70 per share.share as to 16,666,667 warrants and $0.47 per share as to 12,580,646 warrants. Each of the Company’s warrants outstanding entitles the holder to purchase one share of the Company’s common stockCommon Stock for each warrant share held. The Company’s unexercised warrants may be exercised on a cashless basis. If issued, the shares underlying these warrants would increase the number of shares of our commonCommon stockStock currently outstanding and dilute the holdings and voting rights of our then-existing stockholders.

Keeping abreast of, and in compliance with, changing laws, regulations and standards relating to corporate governance and public disclosure, including SOX, new SEC regulations and, in the event, we are ever approved for listing on a registered national exchange, such stock exchange's rules, will require an increased amount of management attention and external resources. We intend to continue to invest all reasonably necessary resources to comply with evolving standards, which may result in increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities. Our failure to adequately comply with any of these laws, regulations, standards, or rules may result in substantial fines or other penalties and could have an adverse impact on our ongoing operations.

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-outcarried 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,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.

As of August 31, 2024,2025, we had working capital of $4,668,658$6,407,990 and cash, cash equivalents and short-term investments of $4,249,446.$6,555,642. 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 Annual Report on Form 10-K.

On March 18, 2011, wethe enteredCompany intoand the NREL CRADA with Alliance for Sustainable Energy Energy,(“ASE”), the operator of the National Renewable Energy Laboratories (“NREL”) under its U.S. Department of Energy contractcontract, entered into a Cooperative Research and Development Agreement (“CRADA”) to advance the commercial development of our technology.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,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 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 will work towards:

Over the course of our collaborative research and development efforts withunder the NREL under the CRADA, both parties have agreed to modifications to extend the dateperiod of completion. The Company and NREL have entered into eleven 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.performance. The current NCTE was executed on December 6, 2021, andmodification extends the date period of completion to December 31, 2024. The Company expects to enter into another NCTE priorperformance to December 31, 2024.2028. As of August 31, 2024,2025, the Company had a capitalized asset balance of $45,706$30,687 related to deferred research and development costs for advances to Alliance for Sustainable Energy for work to be performed under the NREL CRADA.

Comparison of Year ended August 31, 2024, compared2025 to the year ended August 31, 20232024

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 year ended August 31, 2024,2025, compared to the year ended August 31, 2023,2024, SG&A costs increaseddecreased by $278,033 or 14% from $2,011,899 during the year ended August 31, 2024 to $1,733,866 during the year ended August 31, 2025. This decrease was primarily due to highera consultingdecrease in stock compensation ($300,000) and professional fees ($292,000$100,000), offset by net decreasesincreases in insurancepersonnel costs ($80,000$67,000) and personnel and other administrative costs ($5,000$54,000).

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 year ended August 31, 2024,2025, compared to the year ended August 31, 2023,2024, R&D costs decreasedincreased by $27,897 or 5% from $593,988 during the year ended August 31, 2024 to $621,885 during the year ended August 31, 2025. This increase was primarily due as ato resultan ofincrease in personnel costs ($49,000) offset by a decrease in CRADA costs ($211,000$15,000), stock compensation ($2,000) offsetand by higher personnel costs depreciation ($55,000$4,000).

Operating Activities - Operating activities consist of net loss adjusted for certain non-cash items, including depreciation, stock-based compensation expense, impairments and the effect of changes in working capital. The amount of cash used during the year ended August 31, 20242025 compared to cash used during the year ended August 31, 2023 2024 decreased $343,520$238,683 due primarily to anthe approximatereceipt decreaseof in cash layouts$610,000 related to Insurancesthe ($151,000),refund CRADAof advancesan ($125,000),equipment thedeposit and lower Koreanprofessional Subsidiary ($38,000), working capital items ($154,000),fees offset by increasedhigher personnelcash outlays related to personnel, R&D, travel, and consultingchanges costsin ($132,000).working capital.

Investing Activities - We have used cash primarily for liquid short-term investmentsinvestments. In 2025 and computer purchases. In 2024 and 2023,2024, the Company purchased $4,000,000 and $6,000,000, respectively of term deposits, which matured at varying dates resulting in the sale of short-term investments of $6,500,000$3,000,000 and $500,000$6,500,000 during 20242025 and 2023,2024, respectively.

As of FebruaryMay 28,31, 2026, we had working capital of $5,226,000$4,533,771 and cash of $5,392,000.$4,789,312. Based upon current and 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.

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 FebruaryMay 28,31, 2026, the Company had a capitalized asset balance of $34,274$4,216 related to deferred research and development costs costs for advances to Alliance for Sustainable Energy for work to be performed under the NREL CRADA.

Three and sixnine months ended FebruaryMay 28,31, 2026, compared to the three and sixnine months ended February 28,May 31, 2025

A summary of our operating expenses for the three and sixnine months ended FebruaryMay 28,31, 2026, and 2025 follows:

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 FebruaryMay 28,31, 2026 compared to the three months ended February 28,May 2025, SG&A remained flat. During the six months ended February 28, 2026, compared to the six months ended February 28,31, 2025, SG&A costs increased by $67,129$167,130 primarily due to higher personnel costs ($21,000), travel costs ($16,000$81,000), professional fees ($9,000$80,000), and other SG&A costs ($6,000). During the nine months ended May 31, 2026, compared to the nine months ended May 31, 2025, SG&A costs increased by $234,260 primarily due to higher personnel costs ($101,000), professional fees ($89,000), travel ($12,000) and other SG&A costs ($16,000$32,000).

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 and nine months ended FebruaryMay 28,31, 2026, compared to the three and nine months ended FebruaryMay 28,31, 2025, R&D costs remained relatively 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).

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 sixnine months ended FebruaryMay 28,31, 2026 compared to the three and nine months ended FebruaryMay 28,31, 2025 due to full vesting of all outstanding grants.

Consolidated net loss from continuing operations decreasedincreased $40,624$156,113 to $589,420$696,406 for the three months ended FebruaryMay 28,31, 2026, as compared to a net loss from continuing operations of $630,044$540,293 for the three months ended FebruaryMay 28,31, 2025. Consolidated net loss from continuing operations decreasedincreased $20,960$135,154 to $1,160,176$1,856,583 for the sixnine months ended FebruaryMay 28,31, 2026, as compared to a net loss loss from continuing operations of $1,181,136$1,721,429 for the sixnine months ended FebruaryMay 28,31, 2025. The decreaseincrease for the three-and six-monthnine-month periods is is primarily due to lower stock based compensation offset by higher costs related to R&D, personnel, travelpersonnel and otherprofessional SG&A costs.fees.

Our primary cash needs are for personnel, professional, R&D related fees and other administrative administrative costs. Our principal source of liquidity is cash. As of FebruaryMay 28,31, 2026 and August 31, 2025, the Company had cash of $5,392,000 $4,789,000 and $6,556,000, respectively. We have financed our operations primarily from the sale of equity and debt securities.

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 sixnine months ended FebruaryMay 28,31, 2026 compared to cash used during the sixnine months ended FebruaryMay 28,31, 2025 increased $682,031 $731,295 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 $123,000 primarily related to higher operating costs for personnel, R&D, travel, and changes in working capital.

There were no off-balance sheet arrangements for the three and sixnine months ended February 28,May 31, 2026 and 2025.

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 FebruaryMay 28,31, 2026.