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 2024-06-02

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 WASHINGTON, D.C. 20549

 FORM 10-K

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

 For the fiscal year ended August 31, 2024

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

 For the transition period from ___________ to ___________

 Commission file number 333-127953

 (Exact name of registrant as specified in its charter)

 Nevada

 (State or other jurisdiction of incorporation or organization)

 59-3509694

 (I.R.S. Employer Identification No.)

 9375 E. Shea Blvd., Suite 107-B

 Scottsdale, Arizona

 85260

 (Address of principal executive offices)

 (Zip Code)

 ( 800) 213-0689

 (Registrant's telephone number, including area code)

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

 Title of each class

 Trading Symbol(s)

 Name of each exchange on which registered

 N/A

 N/A

 N/A

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

 Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act. Yes No

 Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or 15(d) of the Act. Yes No

 Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes No

 Indicate by check mark whether the registrant has submitted electronically
every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter)
during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No

 Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large
accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company"
in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 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.

 Indicate by check mark whether the registrant has filed a report on and
attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section
404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting fi rm that prepared or issued its audit report.

 If securities are registered pursuant to Section 12(b) of the Act, indicate
by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously
issued financial statements.

 Indicate by check mark whether any of those error corrections are restatements
that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during
the relevant recovery period pursuant to §240.10D-1(b).

 Indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Exchange Act.). Yes No

 The aggregate market value of SolarWindow common stock held
by non-affiliates of the registrant as of the last day of our most recently completed second quarter on February 29, 2024, was $ 6,065,000.

 As of November 19, 2024, 53,198,399 shares of common stock, par value $0.001,
were outstanding.

 DOCUMENTS INCORPORATED BY REFERENCE

 None.

 ANNUAL REPORT ON FORM 10-K

 FOR THE FISCAL YEARS ENDED AUGUST 31, 2024 and 2023

 PAGE

 Item 1.

 Business

 Item 1A.

 Risk Factors

 Item1B.

 Unresolved Staff Comments

 Item 2.

 Properties

 Item 3.

 Legal Proceedings

 Item 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item 7A.

 Qualitative and Quantitative Disclosures About Market Risk

 Item 8.

 Financial Statements

 Item 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item 9A.

 Controls and Procedures

 Item 9B.

 Other Information

 Item 10.

 Directors, Executive Officers, and Corporate Governance

 Item 11.

 Executive Compensation

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item 14.

 Principal Accounting Fees and Services

 Item 15.

 Exhibits, Financial Statement Schedules

 Item 16.

 Form 10-K Summary

 SIGNATURES

 INDEX TO FINANCIAL STATEMENTS

 F-1 - F-17

 Forward-Looking Statements

 This Annual Report on Form 10-K contains forward-looking
statements. Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions,
forward-looking statements may include words such as "anticipate," "believe," "estimate," "intend,"
"could," "should," "would," "may," "seek," "plan," "might,"
"will," "expect," "predict," "project," "forecast," "potential,"
"continue" negatives thereof or similar expressions. Forward-looking statements contained in this Report speak only as of
the date of this report, are based on various underlying assumptions and current expectations about the future and are not guarantees.
Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity,
performance or achievement to be materially different from the results of operations or plans expressed or implied by such forward-looking
statements.

 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 and alternative
energy industries (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 at various places throughout this report including, but not limited to the discussions under Item 7. "Management's Discussion
and Analysis of Financial Condition and Results of Operations" and Item 1. "Business." 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-K 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 factors that may cause actual results to be materially different from those discussed in these forward-looking
statements. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed
or implied by those forward-looking statements. Accordingly, you 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.

 All references to "we," "us,"
"our," and "SolarWindow" refer to SolarWindow Technologies, Inc, and as applicable, its wholly-owned technologies.

 Item 1. Business

 SolarWindow was incorporated in the State of Nevada on May 5,
1998, under the name "Octillion Corp." On December 2, 2008, we amended our Articles of Incorporation to effect a change of
name to New Energy Technologies, Inc. Effective as of March 9, 2015, we amended our Articles of Incorporation to change our name to SolarWindow
Technologies, Inc.

 SolarWindow is a pre-revenue company developing proprietary transparent
electricity-generating coatings and methods for application to various materials which we refer to as "LiquidElectricity
Coatings". Our LiquidElectricity Coatings generate electricity by harvesting light energy from natural sun, artificial light,
and low, shaded, or reflected light conditions. We apply ultra-thin layers of LiquidElectricity Coatings to rigid glass, and flexible
glass and plastic surfaces where they transform otherwise ordinary surfaces into organic photovoltaic devices, commonly known as solar
cells, or solar modules.

 Our LiquidElectricity is a framework which utilizes chemistry for
different ultra-thin layers applied to a substrate. These layers include hole transport layers, active layers, electron transport layers,
and conductive contact points for transmission of electricity. We have developed a specialty expertise in each layer of our LiquidElectricity
to optimize for power, optical clarity, manufacturability, stability, and other qualities. The flexibility engineered into our LiquidElectricity
framework allows us to target a variety of potential off-grid energy solutions spanning multiple industries, including architectural,
automotive, agrivoltaic (agricultural greenhouse), aerospace, commercial transportation and marine.

 Our LiquidElectricity Coatings are under development at one of the
most respected and advanced solar-photovoltaic research institutions in the world, the U.S. Department of Energy's (" DOE ")
National Renewable Energy Laboratory (" NREL "), through a Cooperative Research and Development Agreement (" CRADA ").
SolarWindow also has support from commercial contract firms who provide expertise in chemistry, coatings processes, equipment and
manufacturing.

 Our commercial development efforts include seeking technology, product
licensing, and joint venture arrangements with research institutions, commercial partners, manufacturing and fabrication facilities, and
organizations with established technical competencies, market reach, and distribution networks in targeted industries.

 Among our near-term product iterations is the electrification of glass
surfaces. LiquidElectricity, when applied to glass using our proprietary processes and methodologies to glass, could be fabricated
into a window product to produce electricity-generating windows for potential use in skylights for recreational vehicles and marine vessels,
architectural glass in new construction and retrofit construction applications in commercial buildings. We also envision the application
of LiquidElectricity Coatings to existing third-party materials or product surfaces to create electricity-generating products which
could become self-powered, or colloquially, "self-charging" products.

 We have achieved important milestones and overcome major technical challenges
in order to broaden the range of materials and products that we can coat to generate electricity. Our goals in developing electricity-generating
products have included transparency and aesthetics, optimizing power generation, developing at-scale manufacturing processes, simplifying
production, and lowering costs of coating materials and their related application.

 We first coated rigid flat glass with our LiquidElectricity Coatings
to generate electricity. Numerous technological advancements have enabled us to fabricate panes of flat glass layered with LiquidElectricity
coatings at room temperature and ambient pressure; this process represents a significant technical achievement which may provide manufacturing
advantages over expensive and cumbersome high temperature and high positive or negative pressure-sensitive manufacturing methods common
to conventional solar photovoltaic manufacturing.

 Among important field tests, LiquidElectricity Coatings on flat glass
have been successfully processed through the rigorous autoclave system for window glass lamination at a commercial fabricator. At the
fabricator's facilities, glass panes layered with LiquidElectricity Coatings were subjected to the extremely high heat and
pressure of autoclave equipment used in commercial glass lamination. Subsequent performance testing confirmed that glass with LiquidElectricity
Coatings continued to produce power.

 LiquidElectricity Coatings on glass panes have also been subjected
to more than 200 freeze/thaw cycles, yielding favorable performance. Our edge sealing processes and materials contributed to the prevention
of moisture-related damage, an important feature.

 In addition to flat glass, we have successfully applied our LiquidElectricity
Coatings to generate electricity on flexible glass and plastics. On glass surfaces, our electricity-generating coatings could enable new
and retrofit architectural applications such as windows for commercial towers, glass walls and curtain walls, room dividers, and other
related products. On flexible surfaces, our electricity-generating products present applications in various industries, including automotive,
light and commercial trucks, recreational vehicles, marine, aerospace and defense, agrivoltaics, and others.

 In 2022, SolarWindow successfully applied LiquidElectricity Coatings
using fully-solution processable methodology to create a non-transparent organic photovoltaic device. Fully-solution processable organic
photovoltaic methodology offers the potential for industry standard chemical deposition for more capital and time efficient manufacturing
and production.

 In 2023, LiquidElectricity Coatings were successfully applied using
fully-solution processable methodology to create semi-transparent solar modules. LiquidElectricity applied with this methodology
could benefit the agriculture market through utilizing crop shelter structures which offer protection in adverse climate conditions by
generating electricity on greenhouse windows and canopies while simultaneously optimizing light transmission for maximum crop yield.

 In 2024, SolarWindow successfully scaled its fully-solution processable
coatings and methodology onto substrates while simultaneously increasing power conversion efficiency, maintaining high visible light transmission,
and optical clarity. Simultaneously, SolarWindow discovered a new laser scribing methodology to decrease the appearance of scribe
lines across modules.

 Our planned productization and commercialization of SolarWindow technologies
will require significant further product development, equipment requisition, product fabrication, testing, and validation. In addition
to our technology development CRADA and engagements with specialty contract groups, we anticipate the need for product development partnerships
with commercial partners, as well as additional financing, which may not be readily available, to ascertain the viability of our technologies
and products, currently under development.

 Our technologies and products, currently under development, use our proprietary
chemistries and application processes in order to generate electricity on glass and plastics. Our ongoing research and product development
requires the commitment of significant resources to support the extensive invention, design, engineering, testing, prototyping, and intellectual
property initiatives carried-out by our scientists, engineers, and consultants.

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

 The Market Opportunity for our LiquidElectricity Coatings

 SolarWindow recognizes demand for global energy requirements, including
reducing energy costs while using environmentally friendly next-generation renewables, and actively seeks to advance our novel solar photovoltaic
solutions in global adoption of new renewable technologies.

 Based on our market research, there are no commercially marketed electricity-generating
products available for sale in the United States which provide the functionality, features, esthetics, and adaptability of LiquidElectricity
Coatings. Our markets include building window and glass applications, referred to as "architectural flat glass" and "fabricated
glass products." Flat glass is extensively used in the architecture industry in applications such as windows, partitions, and facades.
One third-party glass industry report, published in February 2022, by Grandview Research, Inc., projects that the global flat glass market
was $273.43 billion in 2021 and is expected to reach $400.38 billion by 2030, growing at a revenue-based compounded annual growth rate
(" CAGR ") of 4.3%.

 We are also targeting applications for our LiquidElectricity Coatings
in automotive, light and commercial trucks, recreational vehicles, marine, and aerospace and defense sectors, among others. We believe
that the rising demand for electric propulsion and autonomous piloting in these segments presents a timely opportunity for our electricity-generating
technologies.

 Additionally, the agrivoltaics market for our electricity-generating coatings
includes the smart greenhouse market, projected to reach $11 billion by 2032 with a growth rate of 11.7% annually from 2023 to 2032, driven
in part by rising food demand due to growing populations and by government initiatives to develop smart farming, according to reports
by Precedence Research issued in August 2023 and Research & Markets issued in April 2023. In addition to these smart greenhouses which
monitor and control the growth condition of plants and optimize the growing process of the plants, we believe that conventional greenhouse
structures, both new and existing, present commercial opportunities for the application of SolarWindow to these structures.

 We believe that our addressable markets in each of the forgoing segments,
although fractional may nevertheless present viable commercial opportunities. Our ability to successfully address these markets is also
dependent on our ability to effectuate development and commercial partnerships as well as securing adequate financing as needed.

 Our Competitive Strengths

 We believe that the following strengths of our LiquidElectricity Coatings
and technologies should enable us to compete successfully in the alternative and renewable energy industries:

 Performance in Natural and Artificial Light - We propose unique solutions for harvesting the light energy of natural and artificial
light sources to generate sustainable electricity;

 Works on Glass and Plastics - Our LiquidElectricity Coatings are capable of generating electricity on flat glass and flexible
glass and plastics; and

 Cost Effective - Our LiquidElectricity Coatings are engineered for manufacturing using earth abundant materials at a low
price point and are suited for high-throughput manufacturing.

 Our Business Strategy

 Our commercial development efforts include seeking opportunities for
intellectual property in-licensing, out-licensing, cross-licensing, and acquisition. We also seek technology, product licensing and joint
venture arrangements with research institutions, commercial partners, manufacturing and fabrication facilities, and organizations with
established technical competencies, market reach, and distribution networks in targeted industries. Key elements of our business strategy
to implement the forgoing include:

 Strategic Commercial Partnerships – We pursue commercial partnerships to enable productization, manufacturing, and marketing
of our technologies and products. Our target partnerships include supply chain glass, plastics, window, automotive, greenhouse manufacturing
and other related companies;

 Innovative Research and Continuous Product and Technology Enhancement - We seek partnerships with product development groups,
manufacturers of specialty chemicals, advanced-manufacturing companies, and others with proven technology expertise and developing additional
applications and markets for LiquidElectricity Coatings. We are currently working with scientists at NREL for the ongoing development
of our coatings and applications processes, including high-speed roll-to-roll manufacturing processes development. We work to engage additional
firms and institutions with important technical and product development competencies as needed; and

 Management Team Development – Augment our management team with experienced and effective talent in order to, among other
competencies, advance our product development and innovation programs, monetize and leverage our intellectual property, develop and implement
sales and marketing plans, enhance the Company's brand positioning in industry and capital markets, and raise capital in order to
effectuate our business plan.

 Competition for Our Technology and Products

 The Solar photovoltaic industry is highly competitive and such competition
is increasing as the number of participants in the industry continues to grow. Although we are not aware of other products utilizing technology
substantially similar to our technology, numerous solar cell technologies have been developed, or are being developed, by a number of
companies, from which products may be derived and ultimately compete with our products.

 Such technologies include, but are not necessarily limited to, the use
of organic materials, advanced crystalline silicon thin film concepts, amorphous silicon, cadmium telluride, copper-indium-gallium-selenide,
titanium dioxide, and copper indium di-selenide, and others to generate electricity from sunlight. Given sufficient time, investment and
advances in manufacturing technologies, any of these competing technologies may achieve lower manufacturing costs, superior performance,
or greater market acceptance than our products, currently under development. Among the companies purporting to be developing such technologies,
are ONYX Solar, Next Energy Technologies, Solarmer Organic Optoelectronics Technology (Beijing) Co., Ltd., Ubiquitous Energy, Heliatek,
Sunew Filmes Fotovoltaicos Impressos S.A. and ASCA GmbH.

 We face competition from many companies, major universities and research
institutions in the United States and abroad. Many of these companies, universities and research institutions have substantially greater
resources, experience in conducting research, experience in obtaining regulatory approvals for their products, operating experience, research
and development and marketing capabilities name recognition and production capabilities. We will face competition from companies marketing
existing products or developing new products which may render our technologies (and hence future products) obsolete.

 These companies, universities and research institutions may have numerous
competitive advantages, including:

 •
 Significantly greater name recognition;

 •
 established distribution networks;

 •
 more advanced technologies and product development;

 •
 additional lines of products, and the ability to offer rebates, higher discounts or incentives to gain a competitive advantage;

 •
 processes that are operational and manufacturing prototype or final products;

 •
 greater experience in conducting research and development, manufacturing, obtaining regulatory approval for products, and marketing
approved products; and

 •
 significantly greater financial and human resources for product development, sales and marketing, and patent litigation.

 If our competitors were to:

 succeed in developing products that are more effective in producing electrical energy at a lower cost than our technology, some or
all of our products or our technology could be rendered obsolete and non-competitive;

 succeed in bringing their products or services to market earlier than ours, our ability to commercialize
our products may be adversely affected, which in turn may impede or limit our ability to generate revenues and achieve profitability.
See " Risk Factors."

 Accordingly, in addition to our research and development efforts, historically,
we have undertaken public relations, advertising, and market access outreach programs designed to establish our "brand" name
recognition early on in our corporate development; we intend to continue to develop and market our brand name pending commercialization
of products, if any, we may derive from our research and development efforts. We believe our strategy ultimately will facilitate development
and commercialization partnerships, the marketing, distribution and public acceptance of any products derived from our research and development
efforts, and assist in attracting equity capital, if and when needed.

 Our competitive position in the market will also depend on:

 our ability to attract and retain qualified personnel, to obtain patent protection, develop proprietary products and processes, protect
our intellectual property rights, and to secure sufficient capital resources required during the often-substantial period between technology
development and commercial sales; and

 the timing of market introduction of any products utilizing our LiquidElectricity Coatings. Accordingly, the speed with which
we can develop products, complete safety approvals, and ultimately supply commercial quantities of any products we develop to the market
is important.

 In addition to the foregoing, ultimately, our commercial success will depend
on our ability and the ability of our manufacturing partners, licensee or sub-licensees, if any, to compete effectively in product development
areas such as, but not limited to safety, reliability, availability, price, marketing, distribution and patent position.

 Intellectual Property

 The success of our business depends, in part, on our ability to pursue,
maintain, and protect our proprietary technologies, information, processes, and know how. We rely primarily on patent, trademark, copyright,
and trade secret laws in the US and similar laws in other countries, confidentiality agreements and procedures, and other contractual
arrangements to protect our technologies and products.

 The Company periodically reviews its intellectual property portfolio in
order to ensure that its portfolio remains germane to its continuing business and operations and, as a cost-saving measure, and if warranted,
sell or abandon any intellectual property that is no longer useful or relevant to the Company's commercialization efforts or to
more fully protect the Company's intellectual property portfolio.

 The Company has an international patent portfolio, with pending applications
and granted patents in the US, Europe, China, Mexico, Canada, and Hong Kong. Prosecution of the pending applications is ongoing. The Company
strategically employs continuation practice in the US to keep important patent families open and vary claim scope to prevent infringers
from evading infringement with technicalities. We recently filed two continuation applications to pursue additional scope of protection.

 As of the date of this annual report, our proprietary technologies are
the subject of fourteen (14) granted United States patents, twelve (12) granted patents in non-US jurisdictions, four (4) US pending patent
applications, and sixteen (16) non-US pending patent applications. If maintained to their full term, our issued patents are scheduled
to expire on various dates between January 2030 and April 2040. These dates are subject to change depending on the Company's current
and future patent application filings and the Company's discretion to maintain its various intellectual property assets in accordance
with its corporate interests and goals. We continually assess opportunities to seek patent protection for those aspects of our technology,
designs, methodologies, and processes that we believe may provide us with significant competitive advantages or additional commercial
opportunities. The Company is currently developing and evaluating patent protection on new photovoltaic coatings that improve weight,
production scalability, and conversion efficiency. The Company is also exploring strategic expansion of its patent portfolio through acquisition
of patent portfolios and entire companies.

 The technology represented in the granted patents includes:

 using a photovoltaic device as a sensor for an intelligent building energy management system

 forming a photovoltaic film including a transport layer electrically coupled to a first conductor layer and a semiconductor layer
(using solvent deposition, evaporation, and annealing)

 an electrochromic, photovoltaic two-pane insulated glass window and associated power-source polarity inverter technology

 for a photovoltaic device, sputter deposition of conducting oxides into scribe lines

 This extensive and diverse portfolio underscores the Company's strong
commitment to IP and to pioneering advancements in photovoltaic technology.

 The Company has also filed various trademark registrations and applications.
Currently, the company has fifteen (15) registered trademarks and two (2) pending trademark applications.

 Additionally, we believe that many elements of LiquidElectricity Coatings
and related processes, technologies, and products involve proprietary know-how, technology, or data that are not covered by patents or
patent applications, including but not limited to technical processes, equipment, design architecture, algorithms, and procedures. Accordingly,
we rely on trade secret protection and confidentiality agreements to safeguard our interests with respect to this intellectual property.

 The Company's commercial success depends in part on its ability to
obtain intellectual property protection of its innovations and designs, to protect its trade secrets, and to conduct business without
infringing the intellectual property rights of others.

 Government Regulation

 Our technology may be subject to certain government regulations and standards.
Our ability to remain viable will depend on favorable government decisions at various stages of the technology's development by
various agencies. From time to time, legislation is introduced that could significantly change the statutory or regulatory provisions
governing our research and product development processes, as well as approval of the manufacturing and marketing of any products derived
from such research and development activities.

 The production and marketing of our technology derived products would be
subject to existing and future safety & health regulations and standards in the United States and South Korea.

 Current safety & health requirements and standards for electrical products
can include, but may not be limited to, Occupational Safety and Health Administration regulations, National Electrical Code as approved
as an American National Standard by the American National Standards Institute or ANSI/NFPA-70, certification by Underwriters Laboratories
and the Society of Automotive Engineers, and compliance with State, Federal, and local building codes. These regulations are subject to
change, and our ability to remain viable is contingent upon successfully satisfying regulatory requirements as stipulated by these agencies
and/or others as the development of our technology evolves.

 Employees and Consultants

 The Company utilizes the services of full-time employees as well as part-time
employees and consultants on a contract basis. As of the date of this annual report, the Company has two (2) full-time employees, two
(2) part-time employees, and one (1) part-time consultant all located in the United States.

 From time to time, the Company grants stock options to employees and consultants
either pursuant to contract requirements or on a discretionary basis. None of our employees are covered by a collective bargaining agreement. We
believe our relations with our employees are good.

 Other Information

 Our website address is www.solarwindow.com. We make available
free of charge through our 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 SEC. The information accessible through our website is not a part of
this annual report.

 The public may also read and copy any materials we file with the United
States Securities and Exchange Commission ("SEC") on the SEC's website at www.sec.gov which site contains reports, proxy
and information statements, and other information regarding issuers, such as us, that file electronically with the SEC. All statements
made in any of our filings, including all forward-looking statements, are made as of the date of the document(s) in which the statement
is included, and we do not assume or undertake any obligation to update any of those statements or documents unless we are required to
do so by law.

 Our executive office is located at 9375 E Shea Blvd., Suite 107-B, Scottsdale
AZ 85260. Our telephone number is (800) 213-0689; our email is info@solarwindow.com. Our website is www.solarwindow.com. Information contained
on our web site (or any other website) does not constitute part of this annual report.

 Our research and development activities are conducted at the U.S. Department
of Energy's National Renewable Energy Laboratories in Golden, Colorado pursuant to a Cooperative Research and Development Agreement.

 Stockholder Communications

 Stockholders who wish to communicate with the Board
may do so by addressing their correspondence to the Board at SolarWindow Technologies, Inc., Attention: Mr. Amit Singh, 9375 E Shea Blvd.,
Suite 107-B, Scottsdale AZ 85260. The Board will review and respond to all correspondence received, as appropriate.

 Item 1A. Risk Factors

 Risk Factors

 The
following risk factors and the forward-looking statements elsewhere in this annual report should be read carefully in connection with
evaluating the business of the Company. A wide range of events and circumstances could materially affect our overall performance
and our results of operations, and therefore, an investment in us is subject to risks and uncertainties. In addition to the important
factors affecting specific business operations and the financial results of those operations identified elsewhere in this annual report,
the following important factors, among others, could adversely affect our operations. While each risk is described separately below, some
of these risks are interrelated and it is possible that certain risks could trigger the applicability of other risks described below.
Also, the risks and uncertainties described below are not the only ones that we face. Additional risks and uncertainties not presently
known to us, or that are currently deemed immaterial, could also potentially impair our business, results of operations and potential
profitability. These risk factors may be amended, supplemented, or superseded from time to time in filings and reports that we file with
the SEC in the future.

 Risks Related to Our Financial Condition

 We have not generated any revenues and have
experienced significant losses to date, and we expect to continue 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 loss attributable to common stockholders of $3,455,415 and $2,396,395 for the years ended August 31,
2024, and 2023, respectively. As of August 31, 2024, we had cash and short-term investments of $4,249,446 and working capital of $4,668,658.
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.

 Our ability to use our net operating loss to offset future taxable
income may be subject to certain limitations.

 As of August 31, 2024, we had U.S. federal net operating loss carryforwards
(" NOLs ") of approximately $40,949,000 due to prior period losses which if not utilized will begin 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.

 In general, under Section 382 of the Internal Revenue Code of 1986, as
amended (the " Code "), a corporation that undergoes an "ownership change" is subject to limitations on its
ability to utilize its NOLs to offset future taxable income. Our initial public offering, as well as future changes in our stock ownership,
the causes of which may be outside of our control, could result in an additional ownership change under Section 382 of the Code. Our NOLs
may also be impaired under state laws. In addition, under 2017 legislation commonly referred to as the Tax Cuts and Jobs Act, NOLs generated
in taxable years beginning after December 31, 2017, may be utilized to offset no more than 80% of taxable income annually. This change
may require us to pay federal income taxes in future years despite generating a cumulative loss for federal income tax purposes. There
is also a risk that due to regulatory changes, such as suspensions on the use of NOLs, or other unforeseen reasons, our existing NOLs
could expire or otherwise be unavailable to offset future income tax liabilities. For these reasons, we may not be able to realize a tax
benefit from the use of our NOLs, whether or not we attain profitability.

 We will require additional financing in the future to maintain and
expand operations into advanced stages of product development and fabrication, and failure to obtain such financing would have a material
adverse effect on our business, operating results, financial condition and prospects.

 We are currently in the advanced stages of our research
and early stages of product development and have come to the point where larger, faster, and more precise equipment is necessary for development
to continue and to be able to come to market with a commercially viable product.

 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 operations
and expand our infrastructure. We may need to raise additional capital to, among other things:

 sustain and expand the commercialization of our commercialized of our technology and products;

 expand and automate our manufacturing capabilities and reduce our cost of sales;

 increase our sales and marketing efforts to drive market adoption and address competitive
developments;

 finance capital expenditures and our general and administrative expenses;

 maintain, expand and protect our intellectual property portfolio;

 add operational, financial and management information systems; and

 hire additional research and development, quality control, scientific, and general and administrative
personnel.

 Our present and future funding requirements will depend on many factors,
including but not limited to:

 the level of research and development investment required to maintain and improve our technology
position;

 the cost of filing, prosecuting, defending and enforcing patent claims and other intellectual
property rights, if any;

 our efforts to acquire or license complementary technologies or acquire complementary businesses;

 changes in product development plans needed to address any difficulties in commercialization
or changing market conditions;

 competing technological and market developments; and

 changes in regulatory policies or laws that may affect our operations.

 We cannot assure you that our business will generate
sufficient cash flow from operations in an amount sufficient amount, if any, to fund our working capital needs. Accordingly, we may need
to undertake or seek out additional equity or debt financings to secure additional capital. We cannot assure you that we would be able
to locate additional financing on commercially reasonable terms or at all. Any debt financing that we secure in the future could involve
restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult
for us to obtain additional capital and to pursue business opportunities. If we raise additional funds through future issuances of equity
or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could
have rights, preferences and privileges superior to those of holders of our common stock. If we are unable to secure additional funding
on favorable terms, or at all, when we require it, our ability to continue could be impaired and our business may be harmed.

 Raising additional capital will 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 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
be diluted, and the terms may include liquidation or other preferences that adversely affect the rights of our stockholders. Debt 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.

 Because we cannot currently estimate the amount of funds or time
required to commercialize our technologies, even if financing is available to us, we may secure less funding than is actually required
to effectuate our business plan.

 As noted above, we are currently in the advanced stages of our research
and early stages of product development. We have come to the point where larger, faster, and more precise equipment is necessary for all
facets of technology and product development to continue and to be able to come to market with a commercially viable product. We, however,
cannot accurately predict the amount of funding or the time required to successfully commercialize our technology. The actual cost and
time required to commercialize these technologies may vary significantly depending on, among other things, the results of our research
and product development efforts; the cost of developing, acquiring, or licensing various enabling technologies, changes in the focus and
direction of our research and product development programs; competitive and technological advances; the cost of filing, prosecuting, defending
and enforcing claims with respect to patents; the regulatory approval process; process manufacturing; marketing and other costs associated
with commercialization of these technologies. Because of this uncertainty, even if financing is available to us, we may secure insufficient
funding to effectuate our business plan.

 Adverse conditions in the alternative energy
industry or the global economy generally could have adverse effects on our results of operations and consequently the price of our common
stock.

 Our business is exposed to significant financial risks, most of which are
beyond our control, related to interest rates, State & Federal subsidies, the modified accelerated cost recovery system, taxes, and
general economic conditions both domestic and internationally. These risks may affect our ability to effect (i) borrowings or to raise
capital through the offer and sale of equity-based securities and (ii) the execution of our business plan and product commercialization
efforts by thwarting consumer demand for our products, and thereby adversely impacting our potential revenue and profitability.

 An increase in raw material prices could have negative consequences
for our long-term profitability.

 We face exposure to fluctuations in energy, raw materials, chemicals, and
glass and plastic film prices. If we are not able to hedge, compensate or pass on our increased costs through a supply chain or to customers,
this could have an adverse impact on our financial results and stability, and deployment of our products.

 Risks Related to Our Technology, Products and Operations

 The development of our technology is subject to the risks of failure
inherent in the development of any novel technology.

 Ultimately, the development and commercialization of our technology is
subject to a variety of risks that are particular to the development and commercialization of any novel technology, the occurrence of
any one of which may adversely affect our operations. These risks include, but are not limited to, the following:

 our research and development efforts may not produce a commercially viable product;

 we may not be able to develop an industrial process required to manufacture a commercial product;

 we may fail to maintain license rights to the SolarWindow technology (or any of its derivatives);

 we may fail to develop, acquire, or license various enabling technologies that may be integral to the commercialization of the SolarWindow
(or any of its derivatives);

 we may fail to integrate our process into an industrial setting for the manufacturing of products;

 our technology (or any of its derivatives) may ultimately prove to be ineffective, unsafe or otherwise fail to receive necessary regulatory
or safe operating approvals;

 our technology (or any of its derivatives), even if safe and effective, may be difficult to manufacture on a large scale or be uneconomical
to market;

 our marketing license or proprietary rights to products derived from our technology may not be sufficient to protect our products
from competitors;

 the proprietary rights of third parties may preclude us or our collaborators from making, using or marketing products utilizing our
technology; or,

 third parties may market superior, more effective, or less expensive technologies or products having comparable performance and appearance
characteristics to the LiquidElectricity Coatings (or any of its derivatives).

 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 operations and we may have to cease doing business.

 Commercialization of our technology will require significant further research,
development, and testing as we must ascertain whether our technology can form the basis for a commercially viable technology or product.
If our research and development efforts fail to prove the commercial viability of our technology, we may need to abandon our business
model and/or cease doing business, in which case our shares may have no value, and you may lose your investment. We anticipate remaining
engaged in technology and product development for the foreseeable future.

 If we ultimately do not obtain the necessary regulatory and safe
operation approvals for the commercialization of our technology, we will not achieve profitable operations, and your investment may be
lost.

 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 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 market and
our competitors have several competitive advantages over us.

 Our commercial success will depend on our ability to compete effectively
in product development areas such as, but not limited to, building integration, safety, efficacy, ease of use, customer compliance, price,
marketing and distribution. Our competitors may succeed in developing products that are more effective than any products derived from
our research and development efforts or that would render such products obsolete and non-competitive. The alternative and renewable energy
industry is characterized by intense competition, rapid product development and technological change.

 Most of the competition that we encounter is expected to come from companies,
research institutions and universities who are researching and developing technologies and products similar to, or are competitive with,
any technology we may develop.

 These companies, research institutions and universities may have several
competitive advantages over us, including:

 •
 Significantly greater name recognition;

 •
 established distribution networks;

 •
 more advanced technologies and product development;

 •
 additional lines of products, and the ability to offer rebates, higher discounts or incentives to gain a competitive advantage;

 •
 processes that are operational and manufacturing prototype or final products;

 •
 greater experience in conducting research and development, manufacturing, obtaining regulatory approval for products, and marketing
approved products; and

 •
 significantly greater financial and human resources for product development, sales and marketing, and patent litigation.

 As a result, we may not be able to compete effectively against these companies
or their products.

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

 The solar power market is intensely competitive and rapidly evolving. Some
of our competitors are better capitalized or have more employees than we do; and, unlike us, some have established market positions for
their products. There are a number of companies that produce solar power and alternative energy products, which may be competitive with
those that we are seeking to develop. Additionally, some of our competitors may be developing or currently producing products based on
new solar power and alternative energy technologies that may have a cost basis similar to, or lower than, our projected product costs.

 Accordingly, If we fail to attract and retain customers and establish a
successful distribution network for our products, we may be unable to achieve adequate sales and market share; or, if
our competitors' products, services or technologies become more accepted than ours, or if they are successful in bringing their
products or services to market earlier than us our revenues could be adversely affected.

 As noted above, some of our current
(and potential competitors) have significantly greater resources and better competitive positions in certain markets than we do. These
factors may allow our competitors to respond more effectively than us to new or emerging technologies and changes in market requirements.
Our competitors may develop products, features, or services that are similar to ours or that achieve greater market acceptance, may undertake
more far-reaching and successful product development efforts or marketing campaigns, or may adopt more aggressive pricing policies. See
" Our Business."

 Mergers of, or other strategic transactions
by, our competitors could weaken our competitive position or reduce our revenue.

 If one or more of our competitors were to merge
or partner with another of our competitors, the change in the competitive landscape could adversely affect our ability to compete effectively.
A potential result of such expansion is that certain of our current or potential competitors may be acquired by third parties with greater
available resources and the ability to further invest in product improvements and initiate or withstand substantial price competition.
Our competitors also may establish or strengthen cooperative relationships with our current or future value-added resellers, third-party
consulting firms or other parties with whom we have relationships, thereby limiting our ability to promote our products. Disruptions in
our business caused by these events could reduce our revenue.

 Technological changes could render our products uncompetitive or
obsolete, which could prevent us from achieving market share and sales.

 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 be in development by other companies that could result in lower manufacturing
costs and/or higher product performance than those expected for our products. 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.

 To the extent we can develop and commercialize products, if such
products do not gain market acceptance, we may not achieve sales and market share.

 The development of a successful market for our products may be adversely
affected by a number of factors, some of which are beyond our control, including:

 customer, architectural and engineering acceptance of our products;

 our failure to produce products that compete favorably against other alternative or renewable energy, or solar-photovoltaic power
products on the basis of cost, quality, durability, reliability, and performance;

 our failure to produce products that compete favorably against conventional energy sources and distributed-generation technologies
on the basis of cost, quality and performance;

 our failure to qualify for and secure government grants, tax incentives and any other financial subsidies that may be available to
consumers for the implementation of alternative or renewable energy technologies such as solar systems at such time as our products become
available for commercial sale, and which potential customers for our products may reasonably expect; and

 our failure to develop and maintain successful partnerships with manufacturers, distributors, and other resellers, as well as strategic
partners.

 If our products fail to gain market acceptance, we will be unable to achieve
sales, market share, or profitability.

 If organic solar photovoltaic light energy harvesting technologies
are not suitable for widespread adoption or sufficient demand for such products does not develop or takes longer to develop than we anticipate,
we may not be able to profitably exploit our technology.

 The market for OPV solar-energy related products is emerging and rapidly
evolving, and the market for energy harvesting products is generally unproven and not well established. The success of products for these
markets is uncertain.

 If our OPV solar power or light energy harvesting technologies prove unsuitable
for widespread commercial deployment or if demand for such power products fails to develop sufficiently, we would be unable to achieve
sales and market share. In addition, demand for such products in the markets and geographic regions we target may not develop or may develop
more slowly than we anticipate. Many factors will influence the widespread adoption of organic solar photovoltaic light energy capture
and conversion products, including, without limitation, the following:

 cost-effectiveness of such technologies as compared with conventional and competitive alternative or renewable energy technologies;

 performance, durability, and reliability of such products as compared with conventional and competitive alternative energy products;

 success of other alternative or renewable energy technologies such as hydrogen fuel cells, wind turbines, bio-diesel generators, and
solar thermal technologies;

 public concern regarding energy security, the potential risks that may be associated with global warming, the environmental and social
impacts of fossil fuel extraction and use;

 fluctuations in economic and market conditions that impact the viability of conventional and competitive alternative or renewable
energy generating products;

 fluctuations in the prices of fossil fuels or their derivatives;

 capital expenditures by customers, which tend to decrease when domestic or foreign economies slow;

 potential deregulation of the electric power industry and broader energy industry initiatives; and

 availability of government, state, feed-in tariff, and other financial subsidies and incentives.

 Our growth and success depend on our ability to develop new products
and services and adapt to market and customer needs.

 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.

 Our business model and strategy are based on growth through licensing,
joint ventures, collaborative research and development agreements and acquisitions, that may be difficult to execute, and it may disrupt
our business, create integration issues, impair our results of operations, dilute our stockholders' ownership, cause us to incur
debt, divert management resources, or cause us to incur significant expense.

 We may pursue in the future acquisitions of businesses and assets, as well
as technology licensing and joint venture arrangements, that we believe will complement our products or technologies. We also may pursue
strategic alliances that leverage our core technologies and industry experience to expand our product offerings or distribution or make
investments in other companies. Any acquisition involves a number of risks, many of which could harm our business, or materially impact
our stock price, including:

 difficulty in integrating the operations, technologies, products, existing contracts, accounting and personnel of the acquired company
or business;

 not realizing the anticipated benefits of any acquisition;

 difficulty in transitioning and collaborating with suppliers of the acquired company;

 diversion of financial and management resources from existing operations;

 the risk that the price we pay, costs we incur, or other resources that we devote to the acquisition may exceed the value we realize,
or the value we could have realized if we had allocated the purchase price or other resources to another opportunity;

 unanticipated costs and expenses or accounting impacts of an acquisition, licensing arrangement, or other strategic investments;

 potential loss of key employees, customers and strategic alliances from either our current business or the acquired company's
business;

 inability to successfully bring newly acquired products or technologies to market or achieve design wins with such products;

 assumption of unanticipated problems or latent liabilities, such as problems with the quality of the acquired products or technology;

 inability to generate sufficient revenue to offset acquisition costs;

 market or investor reaction to, or perception of, the anticipated benefits, costs, or other consequences of any proposed or consummated
acquisition;

 the incurrence of significant costs and diversion of management resources in connection with any potential acquisition, irrespective
of whether an acquisition is successfully completed;

 the dilutive effect on the Common Stock as a result of any acquisitions financed through the issuance of equity;

 in the event of international acquisitions, risks associated with accounting and business practices or regulatory requirements that
are different from applicable U.S. practices and requirements.

 To finance any acquisitions or investments, we may choose to issue equity
or equity-linked securities as consideration, which could dilute the ownership of our stockholders, including materially. If the price
of the Common Stock is low or volatile, we may not be able to acquire other companies for equity or equity-linked consideration. In addition,
newly issued securities may have rights, preferences or privileges senior to those of existing stockholders. If we raise additional funds
by obtaining loans from third parties, the terms of those financing arrangements may include negative covenants or other restrictions
on our business that could impair our operating flexibility and would also require us to incur interest expense. Additional funds for
acquisitions also may not be available on terms that are favorable to us, or at all.

 As noted above, on a going forward basis,
we plan to make acquisitions, which could require significant management attention, disrupt our business, result in dilution to our stockholders,
and adversely affect our financial results.

 As part of our business strategy, we intend to make acquisitions to add
specialized employees, complementary companies, products, or technologies. However, we have not made any acquisitions to date, and, as
a result, our ability to acquire and integrate larger or more significant companies, products, or technologies in a successful manner
is unproven. In the future, we may not be able to find suitable acquisition technologies or products, and we may not be able
to complete acquisitions on favorable terms, if at all. Any acquisitions that we consummate may not achieve our goals and could be viewed
negatively by investors. In addition, if we fail to successfully integrate any acquisitions, or the technologies associated with such
acquisitions, into our company, the revenue and operating results of the combined company could be adversely affected. Any integration
process may require significant time and resources, and we may not be able to manage the process successfully. We may not successfully
evaluate or utilize the acquired technology or personnel, or accurately forecast the financial impact of an acquisition transaction, including
accounting charges. We may have to pay cash, incur debt, or issue equity securities to pay for any such acquisition, any of which could
adversely affect our financial results. The sale of equity or issuance of debt to finance any such acquisitions could result in dilution
to our stockholders. The incurrence of indebtedness would result in increased fixed obligations and could also include covenants or other
restrictions that would impede our ability to manage our operations.

 We may be the subject of product liability claims and other adverse
effects due to defective products, design faults or harm caused to persons and property.

 Our products may not operate properly or could contain design or fabrication
faults or defects, which could give rise to disputes in respect of their performance, degradation and reliability giving rise to liability.
Product liability related to defective products could lead to a loss of revenue, claims under warranty, and legal proceedings. Such disputes
could result in a fall-off in demand or harm our reputation for product performance, safety, and/or quality.

 We lack sales, marketing and manufacturing experience and will likely
rely on third party marketers.

 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.

 We may not be able to integrate our process and/or technologies into
a manufacturing process necessary to produce a manufacturable product.

 Without sufficient capital, human resources, the appropriate process equipment,
or required supply chain, the Company may not be capable of integrating its process and/or technologies into a manufacturing process necessary
to produce a manufacturable product. The innovation of our processes and technologies is a crucial strategic concern, with mounting pressure
to meet anticipated power, financial, and ROI and IRR for our manufacturers, or sales and distribution channels. If we are unable to integrate
our processes and/or technologies into industry, our product innovations can rapidly become obsolete. LiquidElectricity Coatings
and related processes and supply chains are highly complex and continuously exposed to a variety of risks such as microeconomics, macroeconomic,
face geopolitical pressures, regulatory requirements, environmental risk and responsibilities, construction risk, and emerging markets.
Integration of our processes is critical to product development and revenue generation. If the process cannot be integrated into industry,
products, or brought to market in a timely manner, the Company, its potential products, and ability to operate may be threatened. Currently,
the integration of our technologies into industrial manufacturing processes is uncertain.

 While there are numerous reasons for selecting a manufacturing partner,
there is considerable risk in selecting a manufacturing partner that is the correct fit for the Company. The level and severity of risk
to the Company is associated with cost, resources and resource management, quality control, scaled production, complicated supply chain,
location, corporate culture, management philosophy, market experience, and an adaptable business model. Based on these risks, the Company
may not be able to integrate our process or technology into an existing manufacturing process with an acceptable level of risk.

 We could be exposed to liability if we experience security breaches
or other disruptions, which could harm our reputation and business.

 We may be subject to cyber-attacks whereby computer hackers may attempt
to access our computer systems or our third-party IT service provider's systems and, if successful, misappropriate personal or confidential
information. In addition, a contractor or other third party with whom we do business may attempt to circumvent our security measures or
obtain such information and may purposefully or inadvertently cause a breach involving sensitive information. We will continue to evaluate
and implement additional protective measures to reduce the risk and detect cyber incidents, but cyber-attacks are becoming more sophisticated
and frequent, and the techniques used in such attacks change rapidly. Even though we take cyber-security measures that are continuously
reviewed and updated, our information technology networks, and infrastructure may still be vulnerable due to sophisticated attacks by
hackers or breaches.

 Even the most well 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.

 Litigation and other legal proceedings may adversely affect our business,
financial condition, and results of operations.

 From time to time we may become involved in legal proceedings, claims,
government investigations, and other proceedings relating to patent and other intellectual property matters, product liability, labor
and employment, competition or antitrust, commercial, tort or contract, privacy, consumer protection, tax, federal regulatory investigations,
securities (including class action litigation), and other legal proceedings or investigations, which could have an adverse impact on our
business, financial condition, and results of operations and divert the attention of our management from the operation of our business.
Litigation is inherently unpredictable and can result in excessive or unanticipated verdicts and/or injunctive relief that affect how
we operate our business. We could incur judgments or enter into settlements of claims for monetary damages or for agreements to change
the way we operate our business, or both. There may be an increase in the scope of these matters or there may be additional lawsuits,
claims, proceedings or investigations in the future, which could have a material adverse effect on our business, financial condition,
and results of operations. Adverse publicity about regulatory or legal action against us could damage our reputation and brand image,
undermine our members' confidence and reduce long-term demand for our products, even if the regulatory or legal action is unfounded
or not material to our operations.

 We may be held liable for, or incur costs to settle, liability and
remediation claims if any products we develop, or any products that use or incorporate any of our technologies, cause injury or are found
unsuitable during product testing, manufacturing, marketing, sale or use. These risks exist even with respect to products that have received,
or may in the future receive, regulatory approval, registration or clearance for commercial use. We cannot guarantee that we will be able
to avoid product liability exposure.

 At the stage customary to do so, we expect to maintain product liability
insurance at levels we believe are sufficient and consistent with industry standards for like companies and products. However, we cannot
guarantee that our product liability insurance will be sufficient to help us avoid product liability-related losses. In the future, it
is possible that meaningful insurance coverage may not be available on commercially reasonable terms or at all. In addition, a product
liability claim could result in liability to us greater than our assets or insurance coverage. Moreover, even if we have adequate insurance
coverage, product liability claims or recalls could result in negative publicity or force us to devote significant time and attention
to these matters, which could harm our business.

 Our articles of incorporation provide for indemnification of officers
and directors at our expense and limit their liability, which may result in a major cost to us and hurt the interests of our stockholders
because corporate resources may be expended for the benefit of officers and/or directors and may inhibit actions against our officers
and directors.

 Our articles of incorporation and applicable Nevada law provide for the
indemnification of our directors, officers, employees, and agents, under certain circumstances, against attorney's fees and other
expenses incurred by them in any litigation to which they become a party arising from their association with or activities on our behalf.
We will also bear the expenses of such litigation for any of our directors, officers, employees, or agents, upon such person's promise
to repay us if it is ultimately determined that any such person shall not have been entitled to indemnification. This indemnification
policy could result in substantial expenditures by us, which we will be unable to recoup.

 The provisions of the Nevada Revised Statutes and our bylaws may discourage
stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty. The provisions may also have the effect
of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise
benefit us and our stockholders. Furthermore, a stockholder's investment may be adversely affected to the extent we pay the costs
of settlement and damage awards against directors and officers pursuant to these indemnification provisions. We believe that these amended
and restated certificate of incorporation provisions, amended and restated bylaw provisions, indemnification agreements and the insurance
are necessary to attract and retain qualified persons as directors and officers.

 We have been advised that, in the opinion of the SEC, indemnification for
liabilities arising under federal securities laws is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against these types of liabilities, other than the payment by us of expenses incurred or
paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding, is asserted by a director,
officer or controlling person in connection with the securities being registered, we will (unless in the opinion of our counsel, the matter
has been settled by controlling precedent) submit to a court of appropriate jurisdiction, the question whether indemnification by us is
against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. The legal process
relating to this matter, if it were to occur, is likely to be very costly and may result in us receiving negative publicity, either of
which factors is likely to materially reduce the market and price for our common stock.

 Our insurance coverage may not be adequate
to protect us from all business risks.

 We may be subject, in the ordinary course of business,
to losses resulting from products liability, accidents, acts of God, and other claims against us, for which we may have no insurance coverage.
As a general matter, the policies that we do have may include significant deductibles or self-insured retentions, and we cannot be certain
that our insurance coverage will be sufficient to cover all future losses or claims against us. A loss that is uninsured or which exceeds
policy limits may require us to pay substantial amounts, which could adversely affect our financial condition and operating results.

 Risks Related to Compliance with Laws and Regulations

 Our business is and may become subject to complex and evolving
U.S. and foreign laws and regulations regarding privacy, data use and data protection, content, competition, safety and consumer protection,
e-commerce, and other matters. Many of these laws and regulations are subject to change and uncertain interpretation, and could result
in claims, changes to our products and business practices, monetary penalties, increased cost of operations, or declines in user growth
or engagement, or otherwise harm our business.

 We are and may become subject to a variety of laws and regulations in the
United States and abroad that involve matters central to our business and business plan, including privacy, data use, data protection
and personal information, biometrics, encryption, rights of publicity, content, integrity, intellectual property, advertising, marketing,
distribution, data security, data retention and deletion, data localization and storage, data disclosure, artificial intelligence and
machine learning, electronic contracts and other communications, competition, protection of minors, consumer protection, civil rights,
accessibility, telecommunications, product liability, e-commerce, taxation, economic or other trade controls including sanctions, anti-corruption
and political law compliance, securities law compliance, and online payment services. The introduction of new products, expansion of our
activities in certain jurisdictions, or other actions that we may take may subject us to additional laws, regulations, or other government
scrutiny. In addition, foreign data protection, privacy, content, competition, consumer protection, and other laws and regulations can
impose different obligations or be more restrictive than those in the United States.

 These U.S. federal, state, and foreign laws and regulations, which in some
cases can be enforced by private parties in addition to government entities, are constantly evolving and can be subject to significant
change. As a result, the application, interpretation, and enforcement of these laws and regulations are often uncertain, particularly
in the new and rapidly evolving industry in which we operate and may be interpreted and applied inconsistently from jurisdiction to jurisdiction
and inconsistently with our current policies and practices. For example, regulatory or legislative actions or litigation affecting the
manner in which we display content to our users, moderate content, or obtain consent to various practices could adversely affect user
growth and engagement. Such actions could affect the manner in which we provide our services or adversely affect our financial results.

 These laws and regulations, as well as any associated claims, inquiries,
or investigations or any other government actions, have in the past led to, and may in the future lead to, unfavorable outcomes including
increased compliance costs, loss of revenue, delays or impediments in the development of new products, negative publicity and reputational
harm, increased operating costs, diversion of management time and attention, and remedies that harm our business, including fines or demands
or orders that we modify or cease existing business practice.

 There may be limitations on the effectiveness of our internal controls,
and the failure of our control systems to prevent error or fraud may materially harm our Company.

 We do not expect that internal control over financial accounting and disclosure,
even if timely and well established, will prevent all error and all fraud. A control system, no matter how well designed and operated,
can provide only reasonable, not absolute, assurance that the control system's objectives will be met. Further, the design of a
control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to
their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that
all control issues and instances of fraud, if any, have been detected. Failure of our control systems to prevent error or fraud could
materially adversely affect our business.

 Our products or the application thereof will be subject to environmental,
occupational safety & health regulations, as well as regulations dealing with, among other matters, harmful or hazardous materials.

 Our products will be subject to extensive and increasingly stringent environmental,
occupational safety and health regulations and certifications, including but not limited to, electrical codes, and other state and federal,
foreign laws, regulations, and standards (" Operational Regulations "). If violations of these Operation Regulations
occur, whether unintentional or otherwise, we could be held liable for damages, penalties and costs of remedial actions. These expenses
or this liability could have a significant negative impact on our business, financial condition, and results of operations.

 These Operation Regulations could become more stringent over time, imposing
greater compliance costs, and increasing risks and penalties associated with violations. There can be no guarantee that we will not be
required to pay significant fines or compensation because of past, current, or future breaches of Operation Regulations. This exposure
exists even if we are not responsible for the breaches, in cases where they were committed in the past by companies or businesses that
were not part of ours that may be exposed to the risk of claims for breaches of these Operational Regulations. Such claims could adversely
affect our financial position and reputation and require unplanned capital investment. If we fail to conduct our business in full compliance
with the applicable Operation Regulations, the judicial or regulatory authorities could require us to conduct investigations, unplanned
capital investments, and/or implement costly curative measures.

 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 be subject (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 operations including but not
limited to, our research and development efforts.

 Moreover, should there be a violation of the Securities Laws & Regulations,
we may be subject to fines, penalties and other sanctions that could adversely impact our ability to continue our research, product development
and commercialization efforts.

 Risks Related to Possible
Expansion into Foreign Jurisdictions

 We may expand our operations abroad where
we have limited operating experience and may be subject to increased business and economic risks that could affect our financial results.

 As we move forward with our strategy of expanding
into new markets, we may enter new international markets where we have limited or no experience in marketing, selling, and deploying our
products. Our operations and performance will become significantly more dependent on worldwide economic conditions. Uncertainty about
global economic conditions ultimately could have a material negative effect on demand for our products and services and, accordingly,
on our business, results of operations and financial condition. In addition to the risks inherent in doing business internationally, as
noted above, if we are unable to expand internationally and manage the complexity of our global operations successfully, our financial
results could be adversely affected.

 Risks Related to our Intellectual Property

 Our ability to operate profitably is directly related to our ability
to develop, protect, and perfect rights in and to our proprietary technology.

 We rely on a combination of trademark, trade secret, nondisclosure, know-how,
copyright, and patent law to protect our technology, which may afford only limited protection.

 We may initiate claims or litigation against third parties for infringement
of our proprietary rights or to establish the validity, scope or enforceability of our proprietary rights. Any such claims could be time
consuming, result in costly litigation, or force us to enter into royalty or license agreements rather than dispute the merits of such
claims, requiring us to pay royalties and/or license fees to third parties. There is always a risk that patents, if issued, may be subsequently
invalidated, either in whole or in part and this could diminish or extinguish protection for any technology we may license or may adversely
affect our ability to fully commercialize our technologies.

 We generally require our employees, consultants, advisors and collaborators
to execute appropriate agreements with us, regarding the confidential information developed or made known to such persons during the course
of their engagement by us. These agreements provide that any proprietary technologies developed during such engagement are owned by us
and that confidential information pertaining to such technologies will be kept confidential and not disclosed to third parties except
in specific circumstances. These agreements also provide for the assignment to us by any such person of any patents issued with respect
to any such technologies. If these provisions are breached, we may not be able to fully perfect our rights to the technologies in question,
and in some instances, we may not have an appropriate remedy available for the damages that we may incur because of any such breach.

 Our proprietary rights may not adequately protect our technologies
and products.

 Our commercial success will depend, in part, on our ability to obtain patents
and/or maintain adequate protection for our technologies and products in the United States and other countries. We will be able to protect
our proprietary rights from unauthorized use by third parties only to the extent that our proprietary technologies and products are covered
by valid and enforceable patents or are effectively maintained as trade secrets.

 We intend to apply for additional patents for our technologies, applications,
processes, and products, as we deem appropriate. We may, however, fail to apply for patents on important technologies, products, or processes
in a timely manner, if at all. Our existing patents and any future patents we obtain may not be sufficiently broad to prevent others from
practicing our technologies or from developing competing products, processes, or technologies. In addition, the patent positions of alternative
energy technology companies are highly uncertain and involve complex legal and factual questions for which important legal principles
and regulations or policies remain unresolved. As a result, the validity and enforceability of our patents cannot be predicted with certainty.
In addition, we cannot guarantee that:

 we were the first to make the inventions covered by each of our issued patents and pending patent applications;

 we were the first to file patent applications for these inventions;

 we will be able to reduce an invention to fabrication and product practice required for formation beyond conception;

 others will not independently develop similar or alternative technologies or duplicate any of our technologies;

 any of our pending patent applications will result in issued patents;

 any of our patents will be valid or enforceable;

 any patents issued to us will provide us with any competitive advantages, or will not be challenged by third parties; and

 we will develop additional proprietary technologies, products, or processes that are patentable, or the patents of others will not
have an adverse effect on our business.

 The actual protection afforded by a patent varies on a product-by-product
basis, from country to country and depends on many factors, including the type of patent, the scope of its coverage, the availability
of regulatory related extensions, the availability of legal remedies in a particular country and the validity and enforceability of the
patents. Our ability to maintain and solidify our proprietary position for our products will depend on our success in obtaining effective
claims and enforcing those claims once granted. Our issued patents and those that may be issued in the future, or those licensed to us,
may be challenged, invalidated, unenforceable or circumvented, and the rights granted under any issued patents may not provide us with
proprietary protection or competitive advantages against competitors with similar products. We also rely on trade secrets to protect some
of our technology, especially where it is believed that patent protection is inappropriate or unobtainable. However, trade secrets are
difficult to maintain. While we use reasonable efforts to protect our trade secrets, our employees, consultants, contractors, or scientific
and other advisors may unintentionally or willfully disclose our proprietary information to competitors. Enforcement of claims that a
third party has illegally obtained and is using trade secrets is expensive, time consuming and uncertain. In addition, non-U.S. courts
are sometimes less willing than U.S. courts to protect trade secrets. If our competitors independently develop equivalent knowledge, methods,
and know-how, we may not be able to assert our trade secrets against them and our business could be harmed.

 Confidentiality agreements with employees and others may not adequately
prevent disclosure of trade secrets and other proprietary information.

 In order to protect our technologies and processes, we rely in part on
confidentiality agreements with our employees, independent contractors and other advisors. These agreements may not effectively prevent
disclosure of confidential information, including trade secrets, and may not provide an adequate remedy in the event of unauthorized disclosure
of confidential information. In addition, others may independently discover our trade secrets and proprietary information, and in such
cases we may not be able to assert our trade secret rights against such parties. To the extent that our employees, contractors or other
third parties with whom we do business use intellectual property owned by others in their work for us, disputes may arise as to the rights
to related or resulting know-how and inventions. The loss of confidential information or intellectual property rights, including
trade secret protection, could make it easier for third parties to compete with our products. In addition, any changes in, or unexpected
interpretations of, intellectual property laws may compromise our ability to enforce our trade secret and intellectual property rights.
Costly and time-consuming litigation could be necessary to enforce and determine the scope of our proprietary rights, and failure to obtain
or maintain protection of our trade secrets or other proprietary information could harm our business, results of operations, reputation
and competitive position.

 We may not be able to adequately protect our intellectual property
right from infringement by unauthorized persons or competitors.

 Our business depends on our intellectual property, the protection of which
is crucial to the success of our business. Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to
copy aspects of technologies, our websites or obtain and use information that we consider proprietary.

 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 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.

 Competitors may adopt service names similar to ours, thereby harming our
ability to build brand identity and possibly leading to user confusion. In addition, there could be potential trade name or trademark
infringement claims brought by owners of other registered trademarks or trademarks that incorporate variations of the terms ClearlyElectric
and SolarWindow. ClearlyElectric LiquidElectricity or SolarWindow any of the other trademarks that we own.

 We currently operate primarily in the United States. To the extent that
we determine to expand our business internationally, we will encounter additional risks, including different, uncertain or more stringent
laws relating to intellectual property rights and protection.

 We may not be able to protect our intellectual property rights throughout
the world.

 Filing, prosecuting, and defending patents on all our products in every
jurisdiction would be prohibitively expensive. Competitors may use our technologies in jurisdictions where we have not obtained patent
protection to develop their own products. These products may compete with our products and may not be covered by any patent claims or
other intellectual property rights.

 The laws of some foreign countries do not protect intellectual property
rights to the same extent as the laws of the United States, and many companies have encountered significant problems in protecting and
defending such rights in foreign jurisdictions. The legal systems of certain countries, particularly certain developing countries, do
not favor the enforcement of patents and other intellectual property protection, which could make it difficult for us to stop the infringement
of our patents. Proceedings to enforce our patent rights in foreign jurisdictions could result in substantial cost and divert our efforts
and attention from other aspects of our business.

 If we fail to protect our intellectual property rights, our competitors
may take advantage of our ideas and compete directly against us.

 Our success will depend, to a significant degree, on our ability to secure
and protect intellectual property rights and enforce patent and trademark protections relating to our technology. While we believe that
the protection of patents and trademarks is important to our business, we also rely on a combination of copyright, trade secret, nondisclosure
and confidentiality agreements, know-how and continuing technological innovation to maintain a competitive position. From time to time,
litigation may be advisable to protect our intellectual property position. However, these legal means afford only limited protection and
may not adequately protect our rights or permit us to gain or keep any competitive advantage. Any litigation in this regard could be costly,
and it is possible that we will not have sufficient resources to fully pursue litigation or to protect our intellectual property rights.
This could result in the rejection or invalidation of our existing and future patents. Any adverse outcome in litigation relating to the
validity of our patents, or any failure to pursue litigation or otherwise to protect our patent position, could materially harm our business
and financial condition. In addition, confidentiality agreements with our employees, consultants, customers, and key vendors may not prevent
the unauthorized disclosure or use of our technology. It is possible that these agreements will be breached or that they will not be enforceable
in every instance, and that we will not have adequate remedies for any such breach. Enforcement of these agreements may be costly and
time consuming. Furthermore, the laws of foreign countries may not protect our intellectual property rights to the same extent as the
laws of the United States of America.

 Our intellectual property rights may not be sufficient to protect
our competitive position and to prevent others from manufacturing, using or selling competing products.

 The scope of our owned property rights may not be sufficient to prevent
others from manufacturing, using or selling competing products. Competitors could purchase our product and attempt to replicate some or
all of the competitive advantages we derive from our development efforts, willfully infringe our intellectual property rights, design
around our protected technology or develop their own competitive technologies and thereby avoid infringing our intellectual property rights.
If our intellectual property is not sufficient to effectively prevent our competitors from developing and selling similar products, our
competitive position and our business could be adversely affected.

 We may be accused of infringing the intellectual property rights
of others.

 We cannot guarantee that we will not become the subject of infringement
claims or legal proceedings by third parties with respect to our current or future technological developments. Any such claims could be
time-consuming, result in costly litigation and could ultimately lead to a determination that our technology, or any of its derivatives,
infringes on a third party's patent rights.

 We may need to curtail or cease operations if, in the future, we
are unable to obtain additional licenses pursuant to our collaborative development agreements required to maintain our rights to market
products, if any, developed by us.

 We may not retain all rights to developments, inventions, patents, and
other proprietary information resulting from any collaborative arrangements, whether in effect as of the date hereof or which may be entered
into at some future time with third parties. As a result, we may be required to license such developments, inventions, patents, or other
proprietary information from such third parties, possibly at significant cost to us. Our failure to obtain and maintain any such licenses
could have a material adverse effect on our business, financial condition, and results of our operations. In particular, the failure to
obtain a license could prevent us from using or commercializing our technology.

 Our failure to secure trademark registrations could adversely affect
our business and our ability to market our products.

 Our trademark applications in the United States and any other jurisdictions
where we may file may not be allowed for registration, and our registered trademarks may not be maintained or enforced. During trademark
registration proceedings, we may receive rejections. Although we are given an opportunity to respond to those rejections, we may be unable
to overcome such rejections. In addition, in the USPTO and in corresponding foreign agencies, third parties are given an opportunity to
oppose pending trademark applications and to seek to cancel registered trademarks. Opposition or cancellation proceedings may be filed
against our applications and/or registrations, and our applications and/or registrations may not survive such proceedings. Failure to
secure such trademark registrations in the United States and in foreign jurisdictions could adversely affect our business and our ability
to market our products.

 We may be unable to adequately prevent disclosure of trade secrets
and other proprietary information, or the misappropriation of the intellectual property we regard as our own.

 We rely on trade secrets to protect our proprietary know-how and technological
advances, particularly where we do not believe patent protection is appropriate or obtainable. Nevertheless, trade secrets are difficult
to protect. We rely in part on confidentiality agreements with our employees, consultants, third party contractors, third party collaborators
and other advisors to protect our trade secrets and other proprietary information. These agreements generally require that the other party
to the agreement keep confidential and not disclose to third parties all confidential information developed by us or made known to the
other party by us during the course of the other party's relationship with us. These agreements may not effectively prevent disclosure
of confidential information and may not provide an adequate remedy in the event of unauthorized disclosure of confidential information.
Monitoring unauthorized disclosure is difficult, and we do not know whether the steps we have taken to prevent such disclosure are, or
will be, adequate. If we were to seek to pursue a claim that a third party had illegally obtained and was using our trade secrets, it
would be expensive and time-consuming, and the outcome would be unpredictable. Further, courts outside the United States may be less willing
to protect trade secrets. In addition, others may independently discover our trade secrets and proprietary information and therefore be
free to use such trade secrets and proprietary information. Costly and time-consuming litigation could be necessary to enforce and determine
the scope of our proprietary rights. In addition, our trade secrets and proprietary information may be misappropriated as a result of
breaches of our electronic or physical security systems in which case we may have no legal recourse. Failure to obtain, or maintain, trade
secret protection could enable competitors to use our proprietary information to develop products that compete with our products or cause
additional, material adverse effects upon our competitive business position.

 Our pending or future patent applications may not result in issued
patents, and we cannot predict how long it may take for a patent to issue on any of our pending patent applications, assuming a patent
is issued.

 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 time
consuming and expensive.

 Changes in either the patent laws or in interpretations of patent
laws in the United States or other countries may diminish the value of our intellectual property rights.

 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, 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.

 Patent applications in the United States and many foreign jurisdictions
are not published until at least eighteen months after filing and it is possible for a patent application filed in the United States to
be maintained in secrecy until a patent issue on the application. In addition, publications in scientific literature often lag behind
actual discoveries. We therefore cannot be certain that others have not filed patent applications that cover inventions that are the subject
of pending applications that we own or exclusively license or that we were the first to invent the technology (if filed prior to the Leahy-Smith
Act) or first to file (if filed after the Leahy-Smith Act). Our competitors may have filed, and may in the future file, patent applications
covering technology that is similar to or the same as our technology. Any such patent application may have priority over patent applications
that we own and, if a patent is issued on such patent application, we could be required to obtain a license to such patent in order to
carry on our business. If another party has filed a U.S. patent application covering an invention that is similar to, or the same as,
an invention that we own, we may have to participate in an interference or other proceeding in the USPTO or a court to determine priority
of invention in the United States, for applications and patents made prior to the enactment of the Leahy-Smith Act. For applications and
patents made following the enactment of the Leahy-Smith Act, we may have to participate in a derivation proceeding to resolve disputes
relating to inventorship. The costs of these proceedings could be substantial, and it is possible that such efforts would be unsuccessful,
resulting in our inability to obtain or retain any U.S. patent rights with respect to such invention.

 The patent prosecution process is expensive and time-consuming, is
highly uncertain and involves complex legal and factual questions. Recent patent reform legislation could increase the uncertainties and
costs surrounding the prosecution of our patent applications and the enforcement or defense of our issued patents.

 Our success depends in large part on our ability to obtain and maintain
patent protection in the United States and other countries with respect to our proprietary technology and products. We seek to protect
our proprietary position by filing in the United States and in certain foreign jurisdictions patent applications related to our novel
technologies and products that are important to our business.

 The patent prosecution process is expensive and time-consuming, and we
may not be able to file and prosecute all necessary or desirable patent applications at a reasonable cost or in a timely manner. It is
also possible that we will fail to identify patentable aspects of our research and development output before it is too late to obtain
patent protection. In addition, we may not pursue or obtain patent protection in all major markets. Moreover, in some circumstances, we
may not have the right to control the preparation, filing or prosecution of patent applications, or to maintain the patents, covering
technology that we license from third parties. In some circumstances, our licensors may have the right to enforce the licensed patents
without our involvement or consent, or to decide not to enforce or to allow us to enforce the licensed patents. Therefore, these patents
and patent applications may not be prosecuted and enforced in a manner consistent with the best interests of our business. If any of our
licensors fail to maintain such patents, or lose rights to those patents, the rights that we have licensed may be reduced or eliminated
and our right to develop and commercialize any of our products that are the subject of such licensed rights could be adversely affected.

 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, during 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 support 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 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.

 Moreover, we may be subject to a third-party pre-issuance submission of
prior art to the USPTO, or become involved in opposition, derivation, reexamination, inter partes review, post-grant
review or interference proceedings or other patent office proceedings or litigation, in the United States or elsewhere, challenging our
patent rights or the patent rights of others. An adverse determination in any such submission or proceeding could reduce the scope of,
or invalidate, our patent rights; allow third parties to commercialize our technology or products and compete directly with us, without
payment to us; or result in our inability to manufacture or commercialize products without infringing third-party patent rights. In addition,
if the breadth or strength of protection provided by our owned and licensed patents and patent applications, if any, is threatened, it
could dissuade companies from collaborating with us to license, develop or commercialize current or future product.

 Risks Related to Our Personnel and Management

 We are 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.

 Due to the fact each of our three directors conducts outside business
activities and are not our employees, attention and efforts will not be focused solely on our business activities, which may hinder our
achieving our business objectives.

 Currently we have three directors, none of whom provides their full-time
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
to provide such time and attention to our business activities as may be reasonably required, there can be no assurance that their 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. In this event, if effective corrective
action is not taken, investors could lose all or part of their investment.

 Due to our small size each of our officers and consultants has a
significant influence on our operations and access to sensitive information, which, if an officer or consultant goes rogue, could result
in significant damage to, without limitation, the Company's operations, reputation, financial health, and security of our intellectual
property.

 Due to our small size, each of our officers and consultants exercises a
significant degree of authority and influence on our operations, and has access to highly sensitive information, including related to
our intellectual property and access to the Company's assets. While the Company has implemented various operating procedures and
a Code of Ethics and Business Conduct that each person affiliated with the Company is required to review and sign, the Company has no
direct control over individual persons actions can make no assurance that one of our officers and consultants will adhere to our operating
procedures or act in a manner that is consistent with our Code of Ethics. Nor can the Company provide assurance that an officers and a
consultant or a former officer and a consultant may take deliberate action(s) to harm the Company. The potential damages that may result
from these unintentional or intentional acts could be materially adverse and result in, but not limited to, loss of capital, loss of assets,
weakened intellectual property position because of leaked information, and reputational harm.

 Risks Related To Ownership of Our Common Stock

 We are not a fully reporting company under the Securities Exchange
Act of 1934, as amended, which we refer to as the Exchange Act; therefore, we are subject only to the reporting requirements of Section
15(d) of the Exchange Act.

 We are not a fully reporting company under the Securities Exchange Act
of 1934, as amended (the " Exchange Act "); therefore, we are subject only to the reporting requirements of Section 15(d)
of the Exchange Act. Until our Common Stock is registered under the Exchange Act, we will be subject only to the reporting obligations
imposed by Section 15(d) of the Exchange Act, which we refer to as Section 15(d). Section15(d) requires that issuers file periodic and
current reports with the U.S. Securities and Exchange Commission (the " Commission " or the " SEC ")
when they have issued any class of securities for which a registration statement was filed and became effective pursuant to the Securities
Act. The purpose of Section 15(d) is to ensure that investors who buy securities in registered offerings are provided with the same information
on an ongoing basis that they would receive if the securities they purchased were listed on a securities exchange or the issuer were otherwise
subject to periodic reporting obligations. However, companies that are required to report only under Section 15(d) are not subject to
some of the Exchange Act reporting requirements. For example, companies that are required to report only under Section 15(d) are not subject
to the short-swing profit reporting requirements contained in Section 16 of the Exchange Act, the beneficial ownership reporting requirements
contained in Section 13 of the Exchange Act, the institutional investor reporting rules or the third-party tender offer rules, or the
Exchange Act's proxy rules contained in Section 14 of the Exchange Act.

 The reporting obligations under Section15(d) of the Exchange Act are automatically
suspended when: (i) any class of securities of the issuer reporting under Section 15(d) is registered under Section 12 of the Exchange
Act; or (ii) at the beginning of the issuer's fiscal year, other than the year in which the applicable registration statement became
effective, if the class of securities covered by the registration statement is held of record by fewer than 300 persons. In the latter
case, the Company would no longer be subject to periodic reporting obligations so long as the number of holders remained below 300 unless
we filed a registration statement with the Securities and Exchange Commission under Section 12 of the Exchange Act. If our obligation
to file reports under Section 15(d) is suspended (other than due to our having registered our common stock under Section 12 of the Exchange
Act), then investors will have reduced visibility with respect to the Company, its financial condition, and results of operations.

 Until our Common Stock is listed on an exchange,
we expect to remain eligible for quotation on the OTC PINK Market on another over-the-counter quotation system. In those venues, however,
an investor may find it difficult to obtain accurate quotations for our common 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
common 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 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.

 The OTC PINK (Current Information) 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 common stock. Unless and until we file an application for listing of our shares
on a national stock exchange or the OTCQB 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).

 Our
common stock is not registered for trading on any national stock exchange and thus, should the price of our stock on the OTC PINK (Current
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 common stock in open market transactions.

 "Penny stocks" are those securities that are not listed on
a national securities exchange and are priced under $5. There are exclusions for securities of issuers that have net tangible assets greater
than $2 million if they have been in operation at least three years or greater than $5 million if in operation less than three years.
Securities of issuers with average revenue of at least $6 million for the last three years are also not considered penny stocks.

 More specifically, under Rule 240.3a51-1 a stock is excluded
from the penny stock definition if it meets one of the following tests: 1) A price of over $5 per share, 2) the issuer has Average Revenue
of at least $6 million for the last 3 years, or 3) the issuer has Net Tangible Assets in excess of $2 million if the issuer has been in
continuous operations for at least 3 years or $5 million if less than 3 years.

 The value of our net tangible assets for the fiscal years ended August
31, 2024, and 2023 was approximately $4,958,000 and $5,010,000, respectively. Accordingly, we do not believe our stock is a penny stock.
And if we continue to satisfy at least one of the foregoing exemptions, our common stock should continue to be deemed "penny stock
exempt." However, because our stock is not registered for trading on a national stock exchange should we no longer satisfy at least
one of the exemption criteria described above, our common stock would be considered a "penny stock."

 The penny stock rules are designed to prevent deceptive or manipulative
practices. It provides that a broker cannot sell a penny stock to any person unless it has approved that person's account for penny stock
transactions and the broker/dealer has received in writing from customer agreement to the transaction; approving an account includes,
among other things, reviewing the customer's financial data and determining the customer's suitability, including the capability to evaluate
the risks of trading in penny stocks. Some types of transactions in penny stocks are exempt from these rules. Exempt transactions include
those with an established customer (a customer of more than one year or one who has made at least three separate penny stock purchases)
and transactions in which the customer is an institutional investor.

 In addition, the penny stock regulations require that prior to any non-exempt
buy/sell transaction in a penny stock, a disclosure schedule proscribed by the SEC relating to the penny stock market must be delivered
by a broker-dealer to the purchaser of such penny stock. This disclosure must include the dollar amount of commissions payable to both
the broker-dealer and the registered representative and current price quotations for our common stock. The regulations also require that
monthly statements be sent to holders of penny stock that disclose recent price information for the penny stock and information of the
limited market for penny stocks. Because of these requirements, many brokerage firms will not process transactions involving low price
stocks, especially those that come within the definition of a "penny stock." Accordingly, these requirements may adversely
affect the market liquidity of our common stock.

 Should our common stock be deemed a "penny stock," you may
find it difficult to deposit, transfer, sell or purchase the shares of our common stock in open market transactions.

 Financial Industry Regulatory Authority ("FINRA") sales
practice requirements may also limit a stockholder's ability to buy and sell our common stock, which could depress the price of
our common stock.

 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-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 common stock, which may limit your ability to buy and sell our shares of common stock, have
an adverse effect on the market for our shares of common stock, and thereby depress the per share price of, and liquidity for, our common
stock.

 There is a limited market for our common stock, which may make it
difficult for holders of our common stock to sell their stock.

 Our common stock currently trades on the OTC PINK (Current Information)
under the symbol "WNDW;" there is limited and sporadic trading in our common stock. Accordingly, there can be no assurance
as to the liquidity of any markets that may develop for our common stock, the ability of the holders of our common stock to sell our common
stock, or the prices at which holders may be able to sell our common 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 common stock may find it more difficult to dispose of, or to obtain accurate quotations as to the market value of our common
stock, and the market value of our common stock would likely decline.

 The trading price of our common stock has been and will likely continue
to be volatile.

 The trading price of our common stock has been, and is likely to continue
to be, highly volatile and could be subject to wide fluctuations in response to various factors, some of which are beyond our control.
From December 31, 2019, through the date of this annual report, the stock price of our common stock has ranged from a low of $0.01 to
a high of $39.20 per share. In addition to the factors discussed in these " Risk Factors " and elsewhere in this report,
factors that may cause volatility in our share price include:

 changes in projected operational and financial results;

 issuance of new or updated research or reports by securities analysts;

 market rumors or press reports;

 announcements of significant transactions;

 announcements related to our stock repurchase program;

 the use by investors or analysts of third-party data regarding our business that may not reflect our actual performance;

 fluctuations in the valuation of companies perceived by investors to be comparable to us;

 fluctuations in the trading volume of our shares, or the size of our public float relative to the total number of shares of our common
stock that are issued and outstanding;

 share price and volume fluctuations attributable to inconsistent trading volume levels of our shares; and

 general economic and market conditions.

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

 If securities or industry analysts do not publish, or cease publishing,
research or publish inaccurate or unfavorable research about our business or our market, or if they change their recommendations regarding
our stock adversely, our stock price and any trading volume could decline.

 The trading market for our common stock, which is highly volatile, may
depend in part on the research and reports that securities or industry analysts publish about us or our business, markets, or competitors.
Securities and industry analysts do not currently, and may never, publish research on us or our business. If no securities or industry
analysts commence coverage of our company, the trading price for our stock would be negatively affected. If securities or industry analysts
initiate coverage, and one or more of those analysts downgrade our stock or publish inaccurate or unfavorable research about our business
or our market, our stock price would likely decline. If one or more of these analysts cease coverage of our company or fail to publish
reports on us regularly, demand for our stock could decrease, which might cause our stock price and any trading volume to decline.

 The sale or availability for sale of substantial amounts of our common
stock could adversely affect their market price.

 Sales of substantial amounts of our common stock in the public market after
the filing of a Form S-1, or pursuant to Rule 144, the perception that these sales could occur, could adversely affect the market price
of our common stock, and could materially impair our ability to raise capital through equity offerings in the future. Resale Shares held
by our existing stockholders may be sold in the public market in the future subject to the restrictions in Rule 144 and Rule 701 under
the Securities Act.

 As of the date of this annual report, we have 53,198,399 shares of common
stock outstanding. We cannot predict what effect, if any, market sales of securities held by our significant stockholders or any other
stockholder or the availability of these securities for future sale will have on the market price of our common stock.

 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 negatively impact our business.

 Negative claims, publicity or allegations made by Securities Regulators,
involving us, our Board Of Directors, our employees and consultants, our brands, our products, services and experiences, consumer data,
or any of our key employees, or suppliers, whether arising through social media outlets or "short and distort" attacks could
seriously damage our reputation and the image of our brands, regardless of whether such claims are accurate or true.

 Social media, which accelerates and potentially amplifies the scope of negative
publicity, can increase the challenges we face in attempting to respond to negative claims. Negative attention or scrutiny on us can also
possibly result in negative publicity.

 Adverse publicity could also damage our reputation and the image of our brands,
undermine consumer confidence in us and reduce long-term demand for our products, even if such adverse publicity is unfounded or not material
to our operations. If our reputation, culture, or image is tarnished or receives negative publicity (whether accurate or not), then our
business, financial condition, results of operations and liquidity could be materially adversely affected.

 As a smaller reporting company within the meaning of the Securities
Act, we may utilize certain modified disclosure requirements, and we cannot be certain if these reduced requirements will make our common
stock less attractive to investors.

 Generally, a "smaller reporting Company"
or ("SRC") is a company that as of the last business day of its most recently completed second quarter: (i) Had a public float
of less than $250 million; or (ii) Had annual revenues of less than $100 million and either: (A) No public float; or (B) A public float
of less than $700 million. On February 29, 2024, we had a public float of $6,065,000.

 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 in this annual report 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.

 The sale by our stockholders of restricted shares, either pursuant
to a resale prospectus or Rule 144, may adversely affect our ability to raise the funds we will require to effectuate our business plan.

 As of the date of this annual report, we had 53,198,399 shares issued and
outstanding, of which 35,687,541 are deemed "restricted securities" or "control securities" within the meaning
of Rule 144. The possibility that substantial amounts of our common stock 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 common stock 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 common 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 sometime after such
sales are made.

 Kalen Capital Corporation ("KCC"), a private corporation
solely owned by Mr. Harmel S. Rayat, beneficially owns approximately 72.68% of our issued and outstanding stock when giving effect to
derivative securities owned by KCC. This ownership interest may preclude you from influencing significant corporate decisions.

 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 common stock issued and
outstanding), or approximately 72.68% of our outstanding common stock, on a fully diluted basis.

 As a result, Mr. Rayat, having voting control of 34,138,931 shares of our
total issued and outstanding 53,198,399 shares, 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 common 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.

 Mr. Rayat has voting control over 64.17% of our outstanding voting stock
and therefore we currently meet the definition of a "controlled company" under the corporate governance standards for Nasdaq
listed companies and for so long as we remain a controlled company under this definition, we are eligible to utilize certain exemptions
from the corporate governance requirements of Nasdaq.

 As long as KCC owns at least 50% of the voting power of our Company, we
will be a "controlled company" as defined under applicable rules. For so long as we are a controlled company under that definition,
we are permitted to rely on certain exemptions from corporate governance rules, including:

 an exemption from the rule that a majority of our Board must be independent directors;

 an exemption from the rule that the compensation of our chief executive officer must be determined
or recommended solely by independent directors; and

 an exemption from the rule that our director nominees must be selected or recommended solely
by independent directors.

 By relying on the "controlled company" exemption, a majority
of the members of our Board might not be independent directors and our nominating and corporate governance and compensation committees
might not consist entirely of independent directors. As a result, you will not have the same protection afforded to stockholders of companies
that are subject to these corporate governance requirements. We would cease our reliance on the 'controlled company" exemption
in the future should we apply for listing on a national stock exchange.

 The company may be subject to compliance with rules requiring the
adoption of certain corporate governance measures, which require control measures for related party transactions, conflicts of interest
and similar matters.

 The Sarbanes-Oxley Act of 2002 ("SOX"), as well as rule changes
proposed and enacted by the SEC, the New York Stock Exchange and the Nasdaq Stock Market, as a result of SOX, require the implementation
of various measures relating to corporate governance. These measures are designed to enhance the integrity of corporate management and
the securities markets and apply to securities which are listed on those exchanges or the Nasdaq Stock Market.

 A significant requirement that applies to accelerated and large accelerated
filers under SOX 404(b), but not to non-accelerated filers, is the requirement that accelerated and large accelerated filers have an internal
control over financial reporting ("ICFR") auditor attestation. An ICFR auditor attestation requires the independent accounting
firm that prepares or issues the issuer's financial statement audit report to also attest to, and report on, management's
assessment of the effectiveness of the issuer's ICFR. SOX Section 404(b), however, exempts non-accelerated filers from the ICFR
auditor attestation requirement. As a result of our public float exceeding $75 million (prior to the rule change described below)
on February 28, 2018, for our year ended August 31, 2018, the Company was subject to SOX 404(b). As a result of the rule change described
below, The Company was not considered an accelerated filer for its fiscal year ended August 31, 2019.

 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 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 again be subject to SOX 404(b) and the added additional professional fees and management time required to comply SOX 404(b).

 There are options to purchase shares of our common stock currently
outstanding.

 As of August 31, 2024, we have granted options to purchase shares of our
common stock to various persons and entities, under which we could be obligated to issue up to 5,433,000 shares of our common stock. The
exercise prices of these options range from $0.33 to $6.21 per share. 5,088,000 of the options contain cashless exercise provisions. If
issued, the shares underlying these options would increase the number of shares of our common stock currently outstanding and dilute the
holdings and voting rights of our then-existing stockholders.

 There are warrants to purchase shares of our common stock currently
outstanding.

 As of August 31, 2024, we had outstanding warrants to purchase shares of
our common stock to various persons and entities, under which we could be obligated to issue up to 16,666,667 shares of common stock with
exercise price of $1.70 per share. Each of the Company's warrants outstanding entitles the holder to purchase one share of the Company's
common 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 common stock currently outstanding and dilute the holdings
and voting rights of our then-existing stockholders.

 We may issue preferred stock which may have greater rights than our
common stock.

 Our Articles of Incorporation allow our Board to issue up to 1,000,000
shares of preferred stock. Currently, no shares of preferred stock are issued and outstanding. However, we can issue shares of our preferred
stock in one or more series and can set the terms of the preferred stock without seeking any further approval from the holders of our
common stock. Any preferred stock that we issue may rank ahead of our common stock in terms of dividend priority or liquidation premiums
and may have greater voting rights than our common stock. In addition, such preferred stock may contain provisions allowing it to be converted
into shares of common stock, which could dilute the value of our common stock to then current stockholders and could adversely affect
the market price, if any, of our common stock.

 The Company may sell additional equity securities in the future and
your ownership interest in the Company may be diluted because of such sales.

 The Company may sell additional equity securities to fully implement our
business plan. Such sales will be made at prices determined by our Board based on factors deemed appropriate at the time; accordingly,
such sales by us could be made at prices less than the price of the shares of our common stock purchased, in which case, investors could
experience dilution of their investment.

 Our compliance with changing laws and rules regarding corporate governance
and public disclosure may result in additional expenses to us which, in turn, may adversely affect our ability to continue our operations.

 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 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.

 Because we do not intend to pay dividends for the foreseeable future,
you should not purchase our shares if you are seeking dividend income.

 We currently intend to retain future earnings, if any, to support the development
and expansion of our business and do not anticipate paying cash dividends in the foreseeable future. Our payment of any future dividends
will be at the discretion of our Board after considering various factors, including but not limited to our financial condition, operating
results, cash needs, growth plans and the terms of any credit agreements that we may be a party to at the time. Accordingly, investors
must rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize their investment.
Investors seeking cash dividends should not purchase our common stock.

 Item 1B. Unresolved Staff Comments

 None.

 Item 2. Properties

 Our corporate office is located at 9375 E. Shea Blvd.,
Suite 107-B, Scottsdale, AZ 85260. The office is provided free from rent by a shareholder.

 Item 3. LEGAL PROCEEDINGS

 We are not party to nor are we aware of any material
pending lawsuit, litigation or proceeding.

 ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES

 Market Information for Common Stock

 Our common stock is quoted on the OTC Pink (Current
Information) under the symbol " WNDW. " Our warrants to purchase common stock are not currently traded on any market.

 As of November 18, 2024, there were 58 stockholders
of record of our common stock, and the closing price of our common stock was $0.38 per share as reported on the OTC Pink (Current
Information). Because many of our shares of common stock are held by brokers and other institutions on behalf of stockholders, we are
unable to estimate the total number of stockholders represented by these record holders.

 Dividend Policy

 We have not paid any dividends on our common stock
and our Board presently intends to continue a policy of retaining earnings, if any, for use in our operations. The declaration and payment
of dividends in the future, of which there can be no assurance, will be determined by the Board considering conditions, then existing,
including earnings, financial condition, capital requirements and other factors. The Nevada Revised Statutes prohibit us from declaring
dividends where, if after giving effect to the distribution of the dividend:

 We would not be able to pay our debts as they become due in the usual course of business; or

 Our total assets would be less than the sum of our total liabilities plus the amount that would be needed
to satisfy the rights of stockholders who have preferential rights superior to those receiving the distribution.

 Except as set forth above, there are no restrictions
that currently materially limit our ability to pay dividends or which we reasonably believe are likely to limit materially the future
payment of dividends on common stock.

 Securities Authorized for Issuance under Equity Compensation Plans

 The following sets forth certain information regarding
the common stock that may be issued upon the exercise of options, warrants and other rights that have been or may be granted to employees,
directors or consultants under all of our existing equity compensation plans. The 2006 Incentive Stock Option Plan (see below) was our
only equity-based compensation plan which expired on March 17, 2023.

 2006 Incentive Stock Option Plan (Equity Compensation Plan Approved
by Security Holders)

 On October 10, 2006, the Board adopted and approved, and on February 7,
2011, shareholders owning a majority of our issued and outstanding stock approved, our 2006 Incentive Stock Option Plan (the "2006
Plan") that provided for the grant of stock awards, restricted stock purchase offers and stock options to employees, directors,
officers, and consultants. On February 1, 2021, the Board extended the 2006 Plan for a period of two years. On January 13, 2023, the Board
extended the 2006 Plan for two months. The 2006 Plan expired on March 17, 2023. The 2006 Plan provided for the granting of options to
purchase a maximum of 15,000,000 shares of our common stock. Stock options granted to employees under the 2006 Plan generally vest over
zero to five years or as otherwise determined by the plan administrator. Stock options to purchase shares of our common stock expire no
later than ten years after the date of the grant.

 We measure all stock-based compensation awards using a fair value method
on the date of grant and recognize such expense in our financial statements over the requisite service period. We use the Black-Scholes
option pricing model to calculate the fair value of stock option grants. The Black-Scholes option pricing model requires management to
make assumptions regarding the option lives, expected volatility, and risk-free interest rates, all of which impact the fair value of
the option and, ultimately, the expense that will be recognized over the life of the option.

 The risk-free interest rate is based on the U.S. Treasury yield curve in
effect at the time of grant for a bond with a similar term. We do not anticipate declaring dividends in the foreseeable future. Volatility
is calculated based on the historical daily closing stock prices for the same period as the expected life of the option. We use the "simplified"
method for determining the expected term of our "plain vanilla" stock options.

 Plan Category

 Number of securities to be issued upon exercise of outstanding options, warrants and rights
(a)

 Weighted-average exercise price of outstanding options, warrants and rights
(b)

 Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column
(a))
(c)

 Equity compensation plans approved by security holders (1)

 560,000
 (2)

 $
 3.76

 -

 Equity compensation plans not approved by security holders (2)

 4,873,000

 $
 2.26

 -

 Total

 5,433,000

 $
 2.41

 -

 (1) Consists of grants under the 2006 Plan as of August 31,
2024.

 (2) Consists of Board approved option grants not issued under any plans. Please refer
to ITEM 8, Financial Statements "NOTE–7 - STOCK OPTIONS," "ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE," and "ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS."

 Recent Sales of Unregistered Securities

 None.

 BCSC Cease Trade Order dated January 10, 2023

 As previously reported the Company received a Cease Trade Order dated January
10, 2023 (the "CTO") from the British Columbia Securities Commission (the "BCSC") which effectively prevents the
sale of our securities in Canada until certain actions are taken, including corresponding with the BCSC in the form of filing an Application
for Revocation which process involves administrative review, and the requirement of certain disclosures in our filings.

 The CTO was issued as a result of the Company's inability to file
its Form 10-K for the fiscal year ended August 31, 2022, and Subsequent quarterly reports for the periods ended November 30, 2022, February
28, 2023 and May 31, 2023 on a timely basis. To have the CTO revoked, the Company is required to (i) be current in its periodic filings,
and (ii) file an Application for Revocation of the CTO. The Company became compliant with its periodic filings on October 10, 2023, with
the filing of its quarterly report for the three and nine months ended May 31, 2023. The administrative process to apply for a revocation
includes, potentially, a number of rounds of comments by the BCSC and responses by the Company which may cause the Company to expend its
limited financial and administrative resources with no assurance that the BCSC will grant the revocation.

 All of the current directors (other than Mr. Bullinger),
and the Company's Chief Financial Officer held such positions at the time that the CTO was issued.

 Item 7. Management's Discussion and Analysis
of Financial condition and results of operations

 The following Management's Discussion and
Analysis (" MD&A ") is intended to help the reader understand our results of operations and financial condition.
The MD&A is provided as a supplement to, and should be read in conjunction with financial statements and the accompanying notes to
the financial statements included in this Form 10-K.

 Our discussion and analysis of our financial condition
and results of operations is based on our financial statements, which have been prepared in accordance with accounting principles generally
accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that
affect the reported amounts of assets, liabilities and expenses and related disclosure of contingent assets and liabilities. Management
bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances,
the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent
from other sources. Actual results may differ from these estimates under different assumptions or conditions.

 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 Renewable
Energy Laboratory, 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 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 August 31, 2024, we had working capital of $4,668,658
and cash, cash equivalents and short-term investments of $4,249,446. 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.

 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, 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 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. The current NCTE was executed on December 6, 2021, and extends the date of completion
to December 31, 2024. The Company expects to enter into another NCTE prior to December 31, 2024. As of August 31, 2024, the Company had
a capitalized asset balance of $45,706 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

 Year ended August 31, 2024, compared to the year ended August 31, 2023

 A summary of our operating expenses for the years ended August 31, 2024,
and 2023 follows:

 2024 compared to 2023

 Change

 Percentage

 2024

 2023

 ($)

 Change

 Operating expenses:

 Selling, general & administrative

 $
 1,610,494

 $
 1,403,300

 $
 207,194

 %

 Research and development

 591,873

 748,322

 (156,449
)

 -21
 %

 Stock compensation

 244,138

 %

 Total Operating expense

 $
 2,605,887

 $
 2,311,004

 $
 294,883

 %

 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 year ended August 31, 2024, compared to the
year ended August 31, 2023, SG&A costs increased due to higher consulting fees ($292,000), offset by net decreases in insurance costs
($80,000) and personnel and other administrative costs ($5,000).

 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 year ended August 31, 2024, compared to the year ended August 31, 2023, R&D costs decreased primarily as
a result of a decrease in CRADA costs ($211,000) offset by higher personnel costs ($55,000).

 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 increased primarily due to the modification of certain option grants resulting
in a one-time expense of $26,750 and the grant of 1,250,000 options in April 2024 resulting in the expense of $309,375.

 Net loss from continuing operations

 Consolidated net loss from continuing operations increased
$982,953 to $3,047,466 for the year ended August 31, 2024, as compared to a net loss of $2,064,513 for the year ended August 31, 2023.
The increase for the year ended August 31, 2024, compared to 2023 is primarily due to the 2024 impairment of assets and higher costs related
to consulting fees and stock compensation, offset by lower R&D costs.

 Net loss from discontinued operations

 Net loss from discontinued operations of $7,949 in
the year ended August 31, 2024, is primarily comprised of costs related to accounting fees offset by reversal of certain liabilities.
Net loss from discontinued operations of $331,882 in the year ended August 31, 2023, is primarily comprised of costs related to legal
and accounting fees ($221,000), personnel ($89,000), and other SG&A ($22,000).

 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 and short-term investments. As of
August 31, 2024, and 2023, the Company had cash and short-term investments of $4,249,446 and $5,992,610, 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:

 2024

 2023

 Change

 Net cash used in operating activities

 $
 (1,741,214
)

 $
 (2,084,734
)

 $
 343,520

 Net cash provided by (used in) investing activities

 2,498,051

 (5,500,000
)

 7,998,051

 Effect of exchange rate changes on cash and cash equivalents

 (1
)

 (505
)

 Net increase (decrease) in cash and cash equivalents

 $
 756,836

 $
 (7,585,239
)

 $
 8,342,075

 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, 2024 compared to cash used during the year ended August 31,
2023 decreased $343,520 due to an approximate decrease in cash layouts related to Insurances ($151,000), CRADA advances ($125,000), the
Korean Subsidiary ($38,000), working capital items ($154,000), offset by increased personnel and consulting costs ($132,000).

 Investing Activities - We have used cash primarily for liquid short-term
investments and computer purchases. In 2024 and 2023, 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 and $500,000 during 2024 and 2023, respectively.

 Indebtedness

 None.

 Other Contractual Obligations

 None.

 Off-Balance Sheet Arrangements

 There were no off-balance sheet arrangements for the
years ended August 31, 2024 and 2023.

 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. For more information regarding our critical accounting policies, see "Note 2- Summary of Significant Accounting
Policies" to our Financial Statements.

 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 Annual
Report on Form 10-K.

 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 The Company does not carry any balances that are materially
exposed to market risk.

 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA

 The report of the independent registered public accounting
firm and financial statements listed in the accompanying index are included in Item 15 of this report. See Index to the financial statements
on page F-1 of this Form 10-K.

 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE

 None.

 ITEM 9A. CONTROLS AND PROCEDURES

 Disclosure Controls and Procedures

 We maintain a system of disclosure controls and procedures,
as defined in Rule 13a-15(e) under the Exchange Act, which are designed to provide reasonable assurance that information required to be
disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time
periods specified in the SEC's rules and forms. In designing and evaluating our disclosure controls and procedures, our management
recognized that any system of controls and procedures, no matter how well designed and operated, can provide only reasonable assurance
of achieving the desired control objectives, as ours is designed to do, and management necessarily was required to apply its judgment
in evaluating the cost-benefit relationship of possible controls and procedures. In addition, the design of any system of controls is
also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will
succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes
in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective
control system, misstatements due to error or fraud may occur and not be detected.

 Under supervision and with the participation of the
Principal Executive Officer and Principal Financial Officer (" Management "), we carried out an evaluation of the effectiveness
of the design and operation of our disclosure controls and procedures for the Company and its subsidiaries as of August 31, 2024.
Based on that evaluation, Management concluded that our disclosure controls and procedures were effective at a reasonable assurance level as
of August 31, 2024.

 Management's Report on Internal Control over Financial Reporting

 Management is responsible for establishing and maintaining
adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our internal control over financial
reporting is a process designed under the supervision of Management to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of our financial statements for external reporting purposes in accordance with US GAAP. Because of inherent
limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.

 As of August 31, 2024, Management assessed the effectiveness
of our internal control over financial reporting using the criteria set forth in Internal Control — Integrated Framework (2013) issued
by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, Management concluded that our
internal control over financial reporting was effective as of August 31, 2024.

 Changes in Internal Control over Financial Reporting

 This annual
report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial
reporting. Our Management's report was not subject to attestation by our independent registered public accounting firm pursuant
to the permanent exemption from section 404(b) of the Sarbanes-Oxley Act of 2002 for non-accelerated filers.

 There
were no changes in our internal control over financial reporting that occurred during the fiscal year ended August 31, 2024 that have
materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 ITEM 9B. OTHER INFORMATION

 (b) Rule 10b5-1 Trading Plans

 During the fiscal quarter ended August 31, 2024, none of our directors or executive officers
(as defined in Section 16 of the Securities Exchange Act of 1934, as amended), adopted or terminated a Rule 10b5-1
trading arrangement or a non-Rule 10b5-1 trading arrangement (each as defined in Item 408(a) and (c) of Regulation S-K).

 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 DIRECTORS AND EXECUTIVE OFFICERS

 The following table sets forth the names and ages of
all of our directors and executive officers. We have a Board comprised of three members. Each director holds office until a successor
is duly elected or appointed. Executive officers serve at the discretion of the Board and are appointed by the Board. Also provided herein
are brief descriptions of the business experience of each of the directors and officers during the past five years, and an indication
of directorships held by each director in other companies subject to the reporting requirements under the Federal securities law.

 Name

 Age

 Current Position With Us

 Director or Officer Since

 Amit Singh

 President and Chief Executive Officer (Principal Executive Officer)

 May 1, 2024

 Bob Levine

 December 7, 2018

 Joseph Sierchio

 October 1, 2020

 Timothy Bullinger

 March 15, 2024

 Justin Frere, CPA

 Treasurer, Interim Chief Financial Officer and Secretary (Principal Financial Officer)

 July 5, 2019

 Business Experience

 Set forth below are the names of all our directors
and executive officers, all positions and offices held by each person, the period during which each has served as such, and the principal
occupations and employment of such persons during at least the last five years, and other director positions held currently or during
the last five years:

 Current Directors and Officers

 Amit Singh. Has served as the Company's
Vice President since February 2021 and President and CEO since May 1, 2024. Mr. Singh has diverse experience with incubating and developing
ventures in cleantech and renewables, biomedical devices, drug discovery and development, and financial marketing and advertising. From
June 2006 to May 2008, Mr. Singh served as a Risk and Strategy Consultant at Crowe, where he specialized in identifying high-risk areas
for public and private companies, specifically detecting weaknesses in business models and helping develop, re-engineer, and implement
core business processes. From September 2007 to March 2018, Mr. Singh served as the Executive Director of Sikhcess, a non-profit, where
he coordinated the efforts of more than 5,000 global volunteers to break the cycle of homelessness by providing meals, basic needs, education,
mentoring, tutoring, and support. Mr. Singh earned his MBA from the University of Michigan in 2006, and an undergraduate business degree
from Wayne State University in 2003.

 Bob Levine. Mr. Levine has been with Avison Young since 1994 and
is one of the founding partners of the company which has 120 offices in 25 countries and 5,000 real estate professionals. Since 2008,
Avison Young has been one of the fastest growing commercial real estate companies in the world. Having retired from the Board of Avison
Young after 10 years' service, Mr. Levine remains on Avison Young's Executive Committee. Mr. Levine has 40 years of experience
in commercial real estate sales, leasing, and advisory roles and has worked with many leading developers, equity partners, and renowned
investors. Having consummated many billions of dollars in transactions, he has been responsible for the sale of numerous landmark and
Class-A office buildings, shopping centers, industrial properties, and major development sites.

 Joseph Sierchio. Mr. Sierchio has been engaged in the practice
of law as the principal of Sierchio Law LLP, our general corporate counsel since August 2019; prior thereto Mr. Sierchio provided legal
services to the Company as a partner of Satterlee Stephens LLP, our counsel, from September 2016 to August 2019. Since 1975, Mr. Sierchio
has continuously practiced corporate and securities law in New York City, representing, in the United States, domestic and foreign private
and public corporations, investors, brokerage firms, and entrepreneurs. Mr. Sierchio is admitted in all New York state courts and federal
courts in the Eastern, Northern, and Southern Districts of the State of New York as well as the federal Court of Appeals for the Second
Circuit. Mr. Sierchio was invited to join the Board due to his experience representing corporations (public and private) and individuals
in numerous and various organizational, compliance, administrative, governance, finance (equity and debt private and public offerings),
regulatory and legal matters as well as his familiarity with the Company's business and operations. Mr. Sierchio also served as
a director of RenovaCare, Inc. from August 26, 2010, to June 22, 2018. Mr. Sierchio earned his J.D. at Cornell University Law School in
1974, and a B.A., with Highest Distinction in Economics from Rutgers College at Rutgers University in 1971, and where he was also named
a Henry Rutgers Scholar.

 Timothy Bullinger. Mr. Bullinger is founder and principal of Arca3
Design Studio Inc., an architecture, interior and landscape design firm. He has served as its president since its formation in 1996. Mr.
Bullinger has more than 40 years of experience in architecture and environmental design integrating natural and advanced energy sources
including solar, geothermal, wind, and grey water heat recovery systems and developing and incorporating alternate thermal mass materials
as part of passive solar systems integrated into his residential and commercial designs. Mr. Bullinger's integration of renewable technologies
in architecture has been featured prominently in his bespoke luxury designs. Mr. Bullinger's expertise also includes the use of
specialty glass coating technologies for integration into his designs for residences, estates, hotels, restaurants, spas, yachts and private
aircraft. Since 1990, Mr. Bullinger has collaborated with iconic luxury brands including Rolls Royce, Jack Nicklaus, Hermes, Subzero Wolf,
Samsung, and Dacor, and worked across the globe, including Beverly Hills, Honolulu, Tokyo, Hong Kong and Paris.

 Justin Frere, CPA. Mr. Frere has served as the Company's Controller
since August of 2011 and was appointed Secretary and Interim Chief Financial Officer on July 5, 2019, and July 22, 2020, respectively.
Mr. Frere has over 20 years of experience as a hands-on CFO/Controller level finance and administration professional with extensive operational
and analytical experience as a consultant, CFO, and controller for numerous public entities. From 2001 through present, Mr. Frere has
been principal of Frontline Accounting performing CFO/controller, and financial analyst services for various public and private domestic
and international clients. Mr. Frere has been the primary party responsible for accounting, drafting, and filing SEC Forms and interacting
with auditors and the SEC in support of public company reporting. Mr. Frere started his career at KPMG in their assurance practice. Mr.
Frere earned a Bachelor of Science in accounting and finance from California Polytechnic State University in San Luis Obispo and MBA from
San Diego State University.

 All our directors are elected annually to serve for
one year or until their successors are duly elected and qualified.

 Family Relationships and Other Matters

 There are no family relationships between any of our
officers and directors.

 Legal Proceedings

 None of our directors or officers are involved in any
legal proceedings as described in Regulation S-K (§229.401(f)).

 SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

 Because we do not have a class of equity securities
registered pursuant to section 12 of the Exchange Act, we are not required to make the disclosures required by Item 405 of Regulation
SK.

 CORPORATE GOVERNANCE

 General

 We believe that good corporate governance is important
to ensure that our company is managed for the long-term benefit of our stockholders. We periodically review our corporate governance policies
and practices and compare them to those suggested by various authorities in corporate governance and the practices of other public companies.
As a result, we have adopted policies and procedures that we believe are in the best interests of the Company and our stockholders.

 Corporate Governance Guidelines; Code of Conduct and Ethics; Amended and Restated Insider
Trading Policy

 Our Corporate Governance Guidelines assist our
Board of Directors in the exercise of its duties and responsibilities and to serve the best interests of SolarWindow and our stockholders.
These guidelines, which provide a framework for the conduct of our Board business addresses the role of a director, Board composition,
Board meetings, access to management, Board compensation and other topics.

 We have adopted a Code of Ethics that applies to all of our officers, directors
and employees, including our Acting Principal Executive Officer. The Code of Ethics is designed to deter wrongdoing, and to promote, among
other things, honest and ethical conduct, full, fair, accurate, timely, and understandable disclosure in reports and documents that we
file with, or submit to the SEC, compliance with applicable governmental laws, rules and regulations, the prompt internal reporting of
violations of the Code of Ethics, and accountability for adherence to the Code of Ethics.

 We have adopted an Amended and Restated Insider Trading Policy (the " ITP ")
that applies to all officers, directors, employees, and other persons, such as contractors or consultants who have access to material
nonpublic information. The ITP also applies to family members, other members of a person's household and entities controlled by
a person covered by the ITP. The purpose of the ITP is to provide guidelines with respect to transactions in the Company's securities
and the handling of material nonpublic information about the Company and the companies with which the Company does business. The Company's
Board has adopted this Policy to promote compliance with federal, state and foreign securities laws that prohibit certain persons who
are aware of material nonpublic information about a company from: (i) trading in securities of that company; or (ii) providing material
nonpublic information to other persons who may trade on the basis of that information. Oversight and implementation of the ITP is performed
by the Board and Interim CFO.

 We have posted a copy of our Corporate Governance
Guidelines, Code of Ethics and Business Conduct, and Amended and Restated Insider Trading Policy on the Investor section of our website
at  Our full Board must approve in advance any waivers of the Code of Ethics.
We will post any amendments or waivers from our Code of Ethics that apply to our executive officers and directors on the "Corporate
Governance" section of our website.

 Board Independence

 We are not listed on a major U.S. securities exchange
and, therefore, are not subject to the corporate governance requirements of any such exchange, including those related to the independence
of directors. However, Our Board considers that a director is independent when the director is not an officer or employee of the Company,
does not have any relationship which would, or could reasonably appear to, materially interfere with the independent judgment of such
director, and the director otherwise meets the independence requirements under the listing standards of FINRA and the rules and regulations
of the SEC. Our Board has reviewed the materiality of any relationship that each of our directors has with the Company, either directly
or indirectly. Based on this review, our Board has affirmatively determined that two of our three directors, including Bob Levine and
Timothy Bullinger, qualify as an "independent" director.

 Board Leadership Structure

 We currently have two executive officers, the President
and CEO and Interim CFO and Secretary, and three directors; two of which are independent. Mr. Sierchio serves as the Representative Director
of SolarWindow Asia Co., Ltd. Actions taken by SolarWindow Asia Co., Ltd. are performed by the Company's South Korean accounting
firm, pursuant to powers of attorney provided by Mr. Sierchio and SolarWindow Asia (USA) Corp.

 Our Bylaws provide our Board with flexibility
to combine or separate the positions of Chairman of the Board and Chief Executive Officer in accordance with its determination that utilizing
one or the other structure would be in the best interests of our Company and its stockholders. Our board has reviewed our current Board
leadership structure, our size, the nature of our business, the regulatory framework under which we operate, our stockholder base, our
peer group and other relevant factors, and has determined that this structure is currently the most appropriate Board leadership structure
for our company.

 Board Committees

 Audit Committee

 The Board does not currently have a standing Audit Committee. The full
Board oversees our accounting and financial reporting processes and the audits of our annual financial statements.

 Compensation Committee

 The Board does not currently have a standing Compensation Committee. The
full Board is responsible for establishing the compensation and benefits for our executive officers. The Board reviews the performance
and total compensation package for our executive officers and considers the modification of existing compensation and the adoption of
new compensation plans.

 Nominating Committee

 The board does not currently have a standing Nominating Committee. We do
not maintain a policy for considering nominees. Our Bylaws provide that the number of Directors shall be fixed from time to time by the
Board, but in no event shall be less than the minimum required by law. The Board should be large enough to maintain our required expertise
but not too large to function inefficiently. Director nominees are recommended, reviewed, and approved by the entire Board. The Board
believes that this process is appropriate due to the number of directors on the Board and the opportunity to benefit from a variety of
opinions and perspectives in determining director nominees by involving the full Board.

 While the Board is solely responsible for the selection and nomination of
directors, the Board may consider nominees recommended by stockholders as deemed appropriate. The Board evaluates each potential nominee
in the same manner regardless of the source of the potential nominee's recommendation. Although we do not have a policy regarding
diversity, the Board does take into consideration the value of diversity among Board members in background, experience, education, and
perspective in considering potential nominees for recommendation to the Board for selection. Stockholders who wish to recommend a nominee
should send nominations to Mr. Justin Frere, Interim CFO and Secretary, 9375 E. Shea Blvd., Suite 107-B, Scottsdale, AZ 85260, that includes
all information relating to such person that is required to be disclosed in solicitations of proxies for the election of directors. The
recommendation must be accompanied by the written consent of the individual to stand for election if nominated by the Board and to serve
if elected.

 Compensation Consultants

 We have not historically relied upon the advice of compensation consultants
in determining Named Executive Officer (defined below) compensation. Instead, the Board reviews compensation levels and makes adjustments
based on their personal knowledge of competition in the marketplace, publicly available information, and informal surveys of human resource
professionals.

 Board Meetings, Committees of the Board of Directors, and Annual Meeting Attendance

 During the fiscal year ended August 31, 2024, all directors attended
the meetings of the Board. The Board met seven (7) times and acted by written consent ten (10) times during the fiscal year ended August
31, 2024. We did not have an annual meeting of shareholders during the fiscal year ended August 31, 2024, or 2023.

 Board Role in Risk Oversight

 Risk is inherent in every business, and how well a business manages risk
can ultimately determine its success. We face a number of risks, including strategic risks, enterprise risks, financial risks, and regulatory
risks. While our management is responsible for day-to-day management of various risks we face, the Board, as a whole, is responsible for
evaluating our exposure to risk and to satisfy itself that the risk management processes designed and implemented by management are adequate
and functioning as designed. The Board reviews and discusses policies with respect to risk assessment and risk management. The Board also
has oversight responsibility with respect to the integrity of our financial reporting process and systems of internal control regarding
finance and accounting, as well as its financial statements.

 ITEM 11. EXECUTIVE COMPENSATION

 Summary Compensation Table

 The following
table sets forth compensation information for the two fiscal years ended August 31, 2024 and 2023 of the Company's Chief Executive
Officer who served as vice president prior to their appointment as CEO, and Interim Chief Financial Officer (the " Named Executive
Officers "). Elements of compensation for our Named Executive Officers
include salary and stock option awards. We do not have a pension plan.

 Name and Principal Position

 Year Ended August 31,

 Salary ($)

 Bonus ($)

 Option Awards ($)

 All Other Compensation ($)

 Total ($)

 Amit Singh, President and Chief Executive Officer (former Vice President) (1)

 2024

 200,000

 -

 165,000

 -

 365,000

 2023

 180,000

 -

 -

 -

 180,000

 Justin Frere (2) Interim Chief Financial Officer and Secretary

 2024

 79,033

 -

 24,750

 -

 103,783

 2023

 120,000

 -

 -

 -

 120,000

 (4) Effective May 1, 2024, the Company and Amit Singh entered
into an employment agreement (the " Offer Letter ") whereby Mr. Singh will serve as the Company's President and
Chief Executive Officer. Pursuant to the Offer Letter, in exchange for his full-time efforts, Mr. Singh will receive an annual base salary
of $240,000 and a non-statutory stock option with a fair value of $0.33 per share to purchase up to 500,000 shares of the Company's
common stock, at an exercise price of $0.33, term of five (5) years, vesting as to 50% on the date of grant (May 14, 2024) and 50% on
the one-year anniversary of date of grant. Pursuant to the Offer Letter, Mr. Sing's relationship with the Company is at-will and
subject to termination upon written notice by either party. Effective July 28, 2020, the Company, Mr. Singh, and Damaak Group, LLC, a
U.S. entity wholly-owned by Mr. Singh (" Damaak "), entered into a Business Consulting Agreement (the " BCA ")
whereby Mr. Singh supported the executive management team with corporate finance, business development, media & public relations,
brand positioning, technology, and investor engagement. Under the BCA, which had an initial term of two (2) years, Damaak was paid a monthly
fee of $15,000 effective January 2021. On October 27, 2021, the Board granted Mr. Singh a stock option, with a fair value of $4.92 per
share, to purchase up to 15,000 shares of the Company's common stock at an exercise price of $6.21 per share, term of ten (10) years,
vesting as to 50% on April 27, 2022, and 50% on October 27, 2022. The aggregate grant date fair value of the aforementioned stock option
awards was determined in accordance with FASB ASC Topic 718. For additional information, see "NOTE 7 – Stock Options"
of our notes to financial statements contained in this annual report.

 (2) Mr. Frere has served as the Company's Controller since
August of 2011 and was appointed Secretary on July 5, 2019. Effective July 23, 2020, Mr. Frere was appointed to also serve as the Company's
Interim Chief Financial Officer and Treasurer. Mr. Frere is providing his services pursuant to an at-will executive services agreement
(the " ESA ") dated November 1, 2023 on an as needed basis. Mr. Frere's engagement is at will and can be terminated
by either party on notice. As of November 1, 2023, Mr. Frere's fee for his services is $225 per hour. From April 2021 through September
2023, Mr. Frere was paid $10,000 per month. On April 8, 2024, Mr. Frere received a non-statutory stock option with a fair value of $0.33
per share to purchase up to 75,000 shares of the Company's common stock at an exercise price of $0.33, term of five (5) years, vesting
as to 50% on the date of grant (May 14, 2024) and 50% on the one-year anniversary of the date of grant. On October 27, 2021, the Board
granted Mr. Frere a stock option with a fair value of $4.92 per share to purchase up to 50,000 shares of the Company's common stock
at an exercise price of $6.21 per share, term of ten (10) years, vesting as to 50% on April 27, 2022 and 50% on October 27, 2022. The
aggregate grant date fair value of the stock option award, determined in accordance with FASB ASC Topic 718. For additional information,
see "NOTE 7 – Stock Options" of our notes to financial statements contained in this annual report.

 Outstanding Equity Awards at Fiscal-Year End

 The following table sets forth information regarding equity awards that
have been previously awarded to each of the Named Executives and which remained outstanding as of August 31, 2024.

 Option Awards

 Name

 # of Securities Underlying Unexercised Options Exercisable

 # of Securities Underlying Unexercised Options Not Currently Exercisable

 Option Exercise Price ($)

 Option Expiration Date

 Amit Singh (1)

 250,000

 250,000

 0.33

 5/14/2029

 15,000

 -

 6.21

 10/27/2031

 Justin Frere (2)

 37,500

 37,500

 0.33

 4/8/2029

 50,000

 -

 3.54

 7/5/2025

 50,000

 -

 6.21

 10/27/2031

 (1) In exchange for services, the Company granted the following
stock options: 1) 500,000 options with a fair value of $0.33 per share granted on May 14, 2024, at an exercise price of $0.33 per share,
term of five (5) years and vesting as to 50% on the date of grant and 50% on the one-year anniversary of the date of grant, and 2) 15,000
options with a fair value of $4.92 per share granted on October 27, 2021, at an exercise price of $6.21 per share, term of ten (10) years
and vesting as to 50% six months from the date of grant and 50% on the one-year anniversary of the date of grant. For additional information,
see "NOTE 7 – Stock Options" of our notes to financial statements contained in this annual report.

 (2) In exchange for services, the Company granted the following
stock options: 1) 75,000 options with a fair value of $0.33 per share granted on April 8, 2024, with an exercise price of $0.33 per share,
term of five (5) years and vesting as to 50% on the grant date and 50% on the one-year anniversary of the grant date, 2) 50,000 options
with a fair value of $4.92 per share granted on October 27, 2021, at an exercise price of $6.21 per share, term of ten (10) years and
vesting as to 50% six months from the date of grant and 50% on the one-year anniversary of the date of grant, and 3) 50,000 options granted
on July 5, 2019, with an exercise price of $3.54 per share, term of six (6) years and vesting over five (5) years at the rate of 2,500
shares per quarter. For additional information, see "NOTE 7 – Stock Options" of our notes to financial statements contained
in this annual report.

 Termination and Change of Control

 Not applicable.

 Option Exercises and Stock Vested

 Not applicable.

 COMPENSATION OF DIRECTORS

 Our directors play a critical role in guiding our
strategic direction and overseeing the management of our Company. Ongoing developments in corporate governance and financial reporting
have resulted in an increased demand for such highly qualified and productive public company directors. The many responsibilities and
risks and the substantial time commitment of being a director of a public company require that we provide adequate incentives for our
directors' continued performance by paying compensation commensurate with our directors' workload. Our non-employee directors
are compensated based upon their respective levels of Board participation and responsibilities, including service on Board Committees.
Our employee directors receive no separate compensation for their service as directors. Our Board determines the non-employee directors'
compensation for serving on the Board and its committee(s). In establishing director compensation, the Board is guided by the following
goals:

 compensation should consist of a combination of cash and equity awards that are designed to fairly pay
the directors for work required for a company of our size and scope;

 compensation should align the directors' interests with the long-term interests of stockholders;
and

 compensation should assist with attracting and retaining qualified directors.

 For their services as directors, non-employee directors
received cash compensation of $2,500 per quarter during fiscal 2024 and 2023.

 During fiscal 2024, the Company granted 200,000 options
to each of the three directors. The options fair value was calculated to be $0.33 per share using the Black-Scholes Option Pricing Model.
No equity-based grants were awarded to the other Board members in fiscal 2023.

 Director Compensation Table

 The following table sets forth the compensation earned
by each non-employee director for service as a director during Fiscal 2024 and 2023:

 Name

 Fees Earned or Paid in Cash ($)

 Stock Awards ($) (1)

 Total ($)

 Joseph Sierchio (1)

 66,000

 76,000

 Bob Levine (1)

 66,000

 76,000

 Timothy Bullinger (1)

 5,000

 66,000

 71,000

 Total 2024 director compensation

 25,000

 198,000

 223,000

 Joseph Sierchio

 -

 Bob Levine

 -

 Total 2023 director compensation

 20,000

 -

 20,000

 (1) For their services on the Board, on April 8, 2024, the Company
granted each of its three directors an option with a fair value of $0.33 per share to purchase 200,000 shares of common stock at an exercise
price of $0.33 per share, term of five (5) years, vesting as to 50% on the date of grant and 50% on one-year anniversary of the date of
grant. The aggregate grant date fair value of the stock option award was determined in accordance with FASB ASC Topic 718. For additional
information, see "NOTE 7 – Stock Options" of our notes to financial statements contained in this annual report.

 Director Compensation - Equity

 The following table shows the total number of unvested and total option
awards held by each of our non-employee directors as of August 31, 2024:

 Name

 Vested Stock Options Outstanding (#)

 Unvested Stock Options Outstanding (#)

 Bob Levine (1)

 182,000

 Joseph Sierchio (2)

 235,000

 Timothy Bullinger (3)

 Total

 517,000

 300,000

 (1) Includes the following option grants: 1) 52,000 options
granted on July 5, 2019,with a six (6) year life and exercise price of $3.54 per share, 2) 30,000 options granted on October 27, 2021
with a ten (10) year life and exercise price of $6.21 per share, and 3) 200,000 options granted on April 8, 2024 with a five (5) year
life and exercise price of $0.33 per share with 100,000 vested as of the date of this annual report on form 10-K. For additional information,
see "NOTE 7 – Stock Options" of our notes to financial statements contained in this annual report.

 (2) Includes the following option grants: 1) 20,000 options
granted on November 21, 2017 with a ten (10) year life and exercise price of $4.87 per share; 2) 50,000 options granted on July 5, 2019
with a six (6) year life and exercise price of $3.54 per share; 3) 50,000 options granted on October 19, 2020 with a six (6) year life
and exercise price of $3.42 per share, 4) 15,000 options granted on October 27, 2021 with a ten (10) year life and exercise price of $6.21
per share, and 3) 200,000 options granted on April 8, 2024 with a five (5) year life and exercise price of $0.33 per share with 100,000
vested as of the date of this annual report on form 10-K. For additional information, see "NOTE 7 – Stock Options" of
our notes to financial statements contained in this annual report.

 (3) Includes 200,000 options granted on April 8, 2024 with a
five (5) year life and exercise price of $0.33 per share with 100,000 vested as of the date of this annual report on form 10-K. For additional
information, see "NOTE 7 – Stock Options" of our notes to financial statements contained in this annual report.

 Limitation on Directors' Liabilities; Indemnification of Officers and Directors

 Our Amended and Restated Bylaws designate the relative
duties and responsibilities of our officers and establish procedures for actions by directors and stockholders and other items. Our bylaws
also contain extensive indemnification provisions, which will permit us to indemnify our officers and directors to the maximum extent
provided by Nevada law. For additional information, see Exhibit 4.34 to this Annual Report.

 Directors' and Officers' Liability Insurance

 We have obtained directors' and officers' liability insurance, which expires
on September 30, 2025.

 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS

 The following table sets forth certain information
as of the date of this annual report, by (i) all persons who are known by us to beneficially own more than 5% of our outstanding shares
of common stock, (ii) each director, director nominee, and Named Executive Officer; and (iii) all executive officers and directors as
a group. To our knowledge, no other person beneficially owns more than 5% of our common stock.

 Name and Address of Beneficial Owner (1)

 Number of shares

 Beneficially Owned (2)

 % of Class Owned (2)

 Directors and Officers

 Bob Levine (3)

 491,333

 *

 Joseph Sierchio (4)

 1,681,567

 3.15

 Timothy Bullinger (5)

 *

 Amit Singh (6)

 265,000

 *

 Justin Frere (7)

 144,443

 *

 All Directors and Officers as a Group

 2,682,343

 4.96

 5% Shareholders

 Jatinder S. Bhogal (8)

 3,713,000

 6.53

 Kalen Capital Corporation (9)
 688 West Hastings St.
 7th Floor
 Vancouver, BC V6B 1P1

 50,705,598

 72.68

 * less than 1%

 (1) Beneficial ownership is determined in accordance with SEC rules and generally
includes voting or investment power with respect to securities. Each of the beneficial owners listed above has direct ownership of and
sole voting power and investment power with respect to the shares of our common stock and except as indicated the address of each beneficial
owner is 9375 E Shea Blvd., Suite 107-B, Scottsdale, AZ 85260.

 (2) Calculated pursuant to rule 13d-3(d) of the Exchange Act. Beneficial ownership
is calculated based on 53,198,399 shares of common stock issued and outstanding as of the date of this annual report. Under Rule 13d-3(d)
of the Exchange Act, shares not outstanding which are subject to options, warrants, rights, or conversion privileges exercisable within
60 days are deemed outstanding for the purpose of calculating the number and percentage owned by such person, but are not deemed outstanding
for the purpose of calculating the percentage owned by each other person listed.

 (3) Includes 276,000 shares of common stock, 33,333 shares of common stock reserved
for issuance upon the exercise of a Series T Warrant and 182,000 shares of common stock reserved for issuance upon the exercise of vested
stock options. Does not include 100,000 shares of common stock reserved for issuance upon exercise of granted stock options that have
not yet vested.

 (4) Includes 1,446,567 shares of common stock and 235,000 shares of common stock
reserved for issuance upon the exercise of vested stock options. Does not include 100,000 shares of common stock reserved for issuance
upon exercise of granted stock options that have not yet vested.

 (5) Includes 100,000 shares of common stock reserved for issuance upon the exercise
of vested stock options. Does not include 100,000 shares of common stock reserved for issuance upon exercise of granted stock options
that have not yet vested.

 (6) Includes 265,000 shares of common stock reserved for issuance upon the exercise
of vested stock options. Does not include 250,000 shares of common stock reserved for issuance upon exercise of granted stock options
that have not yet vested.

 (7) Includes 6,493 shares of common stock and 137,500 shares of common stock reserved
for issuance upon the exercise of vested stock options. Does not include 37,500 shares of common stock reserved for issuance upon exercise
of granted stock options that have not yet vested.

 (8) Includes 90,000 shares of common stock and 3,623,000 shares of common stock reserved
for issuance upon the exercise of vested stock options.

 (9) Kalen Capital Corporation is a private Alberta corporation wholly owned by Mr.
Harmel Rayat. In such capacity, Mr. Rayat may be deemed to have beneficial ownership of these shares. The number of shares reflected above
is based upon the review of our transfer records and information provided to us by Kalen Capital Corporation and includes: (a) 34,138,931
shares owned by Kalen Capital Corporation and its wholly owned subsidiary; and (b) 16,566,667 shares issuable upon exercise of a Series
T Warrant.

 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
AND DIRECTOR INDEPENDENCE

 The Board establishes policies and procedures, and
sets standards regarding operations and governance. Accordingly, the Company adopted a policy and procedures pertaining to related-party
transactions ("RPTs") as they relate to the Company's employees, officers and directors.

 The Board recognizes that RPTs must be managed to
prevent the risk of perceived or actual conflicts of interest. The Company's RPT policy and procedures addresses these transactions
as they may occur. The Board is responsibe for reviewing and approving RPTs in accordance with the adopted policy and procedures. The
Board may review the RPT policy and procedures from time to time and accordingly recommend amendments for consideration and/or implementation.

 The Board will review and approve all RPTs over $25,000
with the option to review and approve all RPTs if, in their judgment, it would be in the best interests of the Company for the proposed
transaction to be reviewed.

 Under SEC rules (Section 404 (a) of Regulation S-K),
a related person is a director, officer, nominee for director, or 5% stockholder of our outstanding shares of common stock since the beginning
of the previous fiscal year, and their immediate family members. Immediate family members include spouses, parents, stepparents, children,
stepchildren, siblings, mothers- and fathers-in-law, sons- and daughters-in-law, and brothers- and sisters-in-law and anyone residing
in such person's home (other than a tenant)

 The Board has determined that, barring additional
facts or circumstances, a related person does not have a direct or indirect material interest in the following categories of transactions:

 any transaction with another company for which a related person's only relationship is as an employee
(other than an executive officer), director, or beneficial owner of less than 10% of that company's shares, if the amount involved
does not exceed the greater of $1 million or 2% of that company's total annual revenue;

 compensation to executive officers determined by the Board;

 compensation to directors determined by the Board;

 transactions in which all security holders receive proportional benefits; and

 banking-related services involving a bank depository of funds, transfer agent, registrar, trustee under a
trust indenture, or similar service.

 The Board reviews transactions involving related persons
who are not included in one of the above categories and makes a determination whether the related person has a material interest in a
transaction and may approve, ratify, rescind, or take other action with respect to the transaction in its discretion. The Board reviews
all material facts related to the transaction and takes into account, among other factors it deems appropriate, whether the transaction
is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances; the
extent of the related person's interest in the transaction; and, if applicable, the availability of other sources of comparable
products or services. An interested related party who serves on the Board shall recuse their self from the review and approval of a RPT
in which they have an interest in the transaction.

 Our employees are expected to disclose personal interests
that may conflict with ours and they may not engage in personal activities that conflict with their responsibilities and obligations to
us. Periodically, we inquire as to whether or not any of our Directors have entered into any transactions, arrangements or relationships
that constitute related party transactions. If any actual or potential conflict of interest is reported, our Board will review the transaction
and relationship disclosed and make a determination regarding appropriatness and recommend modifications to the RPT if the transaction
is deemed to present a conflict of interest.

 Transactions with Related Persons

 The following is a description of each transaction since the beginning
of fiscal 2023, and each currently proposed transaction, in which:

 •

 we have been or are to be a participant;

 •

 the amount involved exceeds the lesser of $120,000 or 1% of the average of our total assets for the last two completed fiscal years; and

 •

 any of our directors, executive officers, or holders of more than 5% of any class of our capital stock at the time of the transactions in issue, or any immediate family member of or person sharing the household with any of these individuals, had or will have a direct or indirect material interest.

 For additional information, please refer to see "NOTE
8 – Transactions with Related Persons" under the Notes to Financial Statements for the Years Ended August 31, 2024, and 2023.

 Director Independence

 Please refer to "Director Independence" under the section titled
"CORPORATE GOVERNANCE" in "ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE."

 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

 INDEPENDENT PUBLIC ACCOUNTANTS

 PKF O'Connor Davies, LLP ("PKF")
currently serves as our independent registered public accounting firm to audit our financial statements for the fiscal year ending August
31, 2024 and 2023. PKF has served as the company's independent registered public accounting firm since May 28, 2020. To the knowledge
of management, neither such firm nor any of its members has any direct or material indirect financial interest in us or any connection
with us in any capacity otherwise than as independent accountant.

 PRINCIPAL ACCOUNTING FEES AND SERVICES

 The following table represents aggregate fees billed
or expected to be billed to us for services related to the fiscal years ended August 31, 2024 and 2023, by PKF:

 2024

 2023

 Audit Fees (1)

 $
 63,000

 $
 54,000

 Audit Related Fees (2)

 -

 -

 Tax Fees (3)

 7,225

 6,000

 All Other Fees (4)

 -

 -

 Total

 $
 70,225

 $
 60,000

 (1) Consists of fees and
expenses billed for professional services rendered in connection with the audit of our consolidated financial statements, reviews of our
quarterly consolidated financial statements, related accounting consultations, and services provided in connection with our registration
statements, and other regulatory filings.

 (2) Consists of fees billed
for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial
statements and not reported under "Audit Fees," such as due diligence related to mergers and acquisitions.

 (3) Tax Fees consist of
fees for professional services for domestic and international tax advisory services for tax planning, compliance, and advice.

 (4) Consists of aggregate fees billed for services provided by the independent registered
public accounting firm other than those disclosed above.

 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

 (a)
 The following documents are filed as a part of this Form 10-K:

 (a)(1)
 Financial Statements and Schedules

 The following financial statements, notes related thereto and report of
independent auditors, are included in Item 8 of this Form 10-K:

 Report of Independent Registered Public Accounting Firm;

 Balance Sheets as of August 31, 2024, and 2023;

 Statements of Operations and Comprehensive Loss for the years ended August 31, 2024, and 2023;

 Statements of Stockholders' Equity for the years ended August 31, 2024, and 2023;

 Statements of Cash Flows for the years ended August 31, 2024, and 2023; and

 Notes to Financial Statements

 (a)(2)
 Financial Statements and Schedules

 All schedules have been omitted since they are either not applicable or the information is contained
within the accompanying financial statements.

 (b)
 Exhibit Index

 The following is a list of exhibits filed as part
of this Annual Report on Form 10-K.

 Exhibit No.
 Description of Exhibit

 3.1

 Articles
 of Incorporation, as amended (Incorporated by reference to the exhibits filed as part of the report on Form 10-Q filed on April 16,
 2010)

 3.2

 Certificate
 of Amendment to the Articles of Incorporation changing name to New Energy Technologies, Inc. (Incorporated by reference to the exhibits
 filed as part of the report on Form 10-Q on April 16, 2010)

 3.3

 Certificate
 of Amendment to the Articles of Incorporation increasing the authorized shares from 100,000,000 to 300,000,000 (Incorporated by reference
 to the Form 8-K filed on March 21, 2011)

 3.4

 Certificate
 of Change to the Articles of Incorporation relating to the one-for-three reverse stock split (Incorporated by reference to the Form
 8-K filed on March 21, 2011)

 3.5

 By
 Laws. (Incorporated by reference to the exhibits filed as part of the report on Form 10-Q filed April 16, 2010)

 3.6

 Certificate
 of Amendment to the Articles of Incorporation changing name to SolarWindow Technologies, Inc. (Incorporated by reference to Form
 8-K filed on March 4, 2015)

 4.1

 $3,000,000
 Convertible Promissory Note dated October 7, 2013 (Incorporated by reference to the Form 8-K filed on October 10, 2013)

 4.2

 Series
 I Stock Purchase Warrant (Incorporated by reference to the Form 8-K filed on October 10, 2013)

 4.3

 Registration
 Rights Agreement dated October 7, 2013, entered into between New Energy Technologies, Inc. and Kalen Capital Corporation (Incorporated
 by reference to the Form 8-K filed on October 10, 2013)

 4.4

 Amendment
 to Convertible Promissory Note by and between the Company and Kalen Capital Corporation dated November 10, 2014 (Incorporated by
 reference to Form 8-K filed on November 17, 2014)

 4.5

 Amendment
 to Bridge Loan Agreement by and between the Company and Kalen Capital Corporation dated November 10, 2014 (Incorporated by reference
 to Form 8-K filed on November 17, 2014)

 4.6

 Form
 of Stock Purchase Warrant granted to Kalen Capital Corporation (Incorporated by reference to Form 8-K filed on November 17, 2014)

 4.7

 Form
 of Stock Award Agreement (Incorporated by reference to the Form 8-K filed on December 19, 2014

 4.8

 Form
 of Series L Warrant issued to 1420468 Alberta Ltd. (Incorporated by reference to Form 8-K filed on March 10, 2015)

 4.9

 Bridge
 Loan Agreement and Promissory Note by and between the Company and Kalen Capital Corporation dated December 7, 2015 (Incorporated
 by reference to Form 8-K filed on December 11, 2015)

 4.10

 Form
 of Series M Warrant issued to Kalen Capital Corporation dated December 7, 2015 (Incorporated by reference to Form 8-K filed on December
 11, 2015)

 4.11

 Amendment
 to Bridge Loan Agreement dated December 7, 2015 (Incorporated by reference to Form 8-K filed on December 11, 2015)

 4.12

 Form
 of Series M Warrant issued to1420468 Alberta Ltd. dated December 7, 2015 (Incorporated by reference to Form 8-K filed on December
 11, 2015)

 4.13

 Second
 Amended Bridge Loan Agreement dated December 31, 2015 (Incorporated by reference to Form 8-K filed on January 7, 2016)

 4.14

 Form
 of Series N Warrant dated December 31, 2015 (Incorporated by reference to Form 8-K filed on January 7, 2016)

 4.15

 Lock-Up
 Agreement dated January 5, 2016 (Incorporated by reference to Form 8-K filed on January 7, 2016)

 4.16

 Form
 of Series O Stock Purchase Warrant (Incorporated by reference to Form 8-K filed on February 24, 2016)

 4.17

 Form
 of Series P Stock Purchase Warrant (Incorporated by reference to Form 8-K filed on February 24, 2016)

 4.18

 Form
 of Subscription Agreement (Incorporated by reference to Form 8-K filed on February 24, 2016)

 4.19

 Form
 of Series Q Stock Purchase Warrant (Incorporated by reference to Form 8-K filed on June 23, 2016)

 4.20

 Form
 of Series R Stock Purchase Warrant (Incorporated by reference to Form 8-K filed on June 23, 2016)

 4.21

 Form
 of Subscription Agreement (Incorporated by reference to Form 8-K filed on June 23, 2016)

 4.22

 Form
 of Registration Rights Agreement dated June 20, 2016 (Incorporated by reference to Form 8-K filed on June 23, 2016)

 4.23

 Form
 of Series S-A Stock Purchase Warrant (Incorporated by reference to Form 8-K filed on July 28, 2017)

 4.24

 Form
 of Subscription Agreement (Incorporated by reference to Form 8-K filed on July 28, 2017)

 4.25

 Form
 of Registration Rights Agreement dated July 24, 2017 (Incorporated by reference to Form 8-K filed on July 28, 2017)

 4.26

 Form
 of Series S Stock Purchase Warrant dated September 29, 2017 (Incorporated by reference to Form 8-K filed on September 29, 2017)

 4.27

 Form
 of Subscription Agreement (Incorporated by reference to Form 8-K filed on September 29, 2017)

 4.28

 Form
 of Registration Rights Agreement dated September 29, 2017 (Incorporated by reference to Form 8-K filed on September 29, 2017)

 4.29

 Amendment
 to the 2014 Amended Bridge Loan Agreement dated November 3, 2017 (Incorporated by reference to Form 8-K filed on November 9, 2017)

 4.30

 Third
 Amendment to the 2015 Bridge Loan Agreement dated November 3, 2017 (Incorporated by reference to Form 8-K filed on November 9, 2017)

 4.31

 Form
 of Series T Stock Purchase Warrant dated November 26, 2018 (Incorporated by reference to Form 8-K filed on November 29, 2018)

 4.32

 Form
 of Subscription Agreement for Units Dated November 26, 2018 (Incorporated by reference to Form 8-K filed on November 29, 2018)

 4.33

 Amended
 and Restated Articles (Incorporated by reference to Form 10-K filed on November 18, 2019)

 4.34

 Amended
 and Restated Bylaws (Incorporated by reference to Form 10-K filed on November 18, 2019)

 4.35

 Form
 of Stock Option Agreement dated August 31, 2020 (Incorporated by reference to Form 8-K filed on September 4, 2020)

 10.1

 Form
 of Lock-Up Agreement dated November 15, 2016, between SolarWindow, Inc. and each of John A. Conklin, Alastair Livesey and Joseph
 Sierchio (Incorporated by reference to the Form 8-K filed on November 18, 2016)

 10.2

 Form
 of Lock-Up Agreement dated January 5, 2016, between SolarWindow Technologies, Inc. and each of John A. Conklin, Alastair Livesey
 and Joseph Sierchio (Incorporated by reference to Form 8-K filed on January 7, 2016)

 10.3

 Process
 Integration and Production Agreement dated August 2, 2017 by and between SolarWindow Technologies, Inc. and TriView Glass Industries,
 LLC, (Incorporated by reference to Form 8-K filed on August 8, 2017)

 10.4

 Consulting
 agreements dated July 7, 2017 (Incorporated by reference to Form 8-K filed on July 13, 2017)

 10.5

 Modification
 to the Stevenson-Wydler Cooperative Research and Development Agreement dated December 28, 2015 (Incorporated by reference to Form
 8-K filed on January 4, 2016)

 10.6§

 Employment Agreement dated January 1, 2014, between New Energy Technologies, Inc. and John A. Conklin (Incorporated by reference to the Form 8-K filed on January 31, 2014)

 10.7§

 Employment Agreement dated December 27, 2017, between SolarWindow Technologies, Inc. and John A. Conklin (Incorporated by reference to the Form 8-K filed on January 3, 2018)

 10.8

 Redacted copy of the CRADA Modification (Incorporated by reference to the Form 8-K filed on March 22, 2018)

 10.9

 Amendment to the March 2015 Loan Agreement dated November 26, 2018 (Incorporated by reference to Form 8-K filed on November 29, 2018)

 10.11

 Amendment to the 2013 Note as amended dated November 26, 2018 (Incorporated by reference to Form 8-K filed on November 29, 2018)

 10.12

 Lease dated May 1, 2019 between Rose Claudia of the Vestal Professional Building and Registrant for 300 Main Street, Suite 6, Vestal, New York (Incorporated by reference to Form 10-Q filed on July 9, 2019)

 10.13§

 Executive Consulting Agreement dated June 29, 2020 having an effective date of July 1, 2020 by and among SolarWindow Technologies, Inc., Vector Asset Management, Inc., and Jatinder S. Bhogal (Incorporated by reference to Form 10-Q filed on July 8, 2020)

 10.14§

 Stock Option Grant and Grant Agreement dated as of June 29, 2020 between SolarWindow Technologies, Inc., Jatinder S. Bhogal and Vector Asset Management, Inc. and having an effective date of July 1, 2020 (Incorporated by reference to Form 10-Q filed on July 8, 2020)

 10.15§

 Executive Services Consulting Agreement dated August 31, 2020, between SolarWindow Technologies, Inc. and John Rhee, an individual (Incorporated by reference to Form 8-K filed on September 4, 2020)

 10.16§

 Non-statutory Stock Option Agreement dated as of August 31, 2020 between SolarWindow Technologies, Inc., and John Rhee, an individual (Incorporated by reference to Form 8-K filed on September 4, 2020)

 10.17

 Stock Option Grant and Grant Agreement dated as of October 19, 2020 between SolarWindow Technologies, Inc., and Joseph Sierchio (Incorporated by reference to Form 10-Q filed on January 8, 2021)

 10.18§

 Amendment dated March 1, 2021 to the Executive Services Consulting Agreement dated as of August 31, 2020, between SolarWindow Technologies, Inc., and John Rhee, an individual (Incorporated by reference to Form 8-K filed on March 5, 2021).

 10.19§

 Separation and Release of Claims Agreement dated January 18, 2022 by and among SolarWindow Technologies, Inc. and Vector Asset Management, Inc. and Jatinder S. Bhogal (Incorporated by reference to the Company's Form 8-K filed on January 24, 2022).

 10.20

 Form of Equipment Purchase Agreement dated February 10, 2022 between SolarWindow Asia Co., Ltd and WI-A Corporation (Incorporated by reference to the Company's Form 10-Q filed on April 8, 2022).

 10.21

 Form of Stock Option Grant and Grant Agreement dated as of April 8, 2024 between SolarWindow Technologies, Inc., and each of Joseph Sierchio, Robert Levine, Timothy Bullinger and Justin Frere (Incorporated by reference to the Company's Form S-1 filed on October 18, 2024).

 10.22§

 Form of Stock Option Grant and Grant Agreement dated as of
 May 14, 2024 between SolarWindow Technologies, Inc., and Amit Singh (Incorporated by reference to the Company's Form S-1 filed
 on October 18, 2024).

 10.23§

 Offer
 Letter dated May 14, 2024, between SolarWindow Technologies, Inc. and Amit Singh. Portions of this Exhibit have been omitted (Incorporated
 by reference to Form 8-K filed on May 21, 2024).

 17.0

 Termination
 Notice dated May 8, 2022 (incorporated by reference to the Company's Form 8-K filed on May 13, 2022).

 19.1*

 Insider Trading Policy

 99.0

 Notice of Civil Claim, Endorsement on Originating Pleading or Petition for Service Outside British Columbia Notice of Application - Without Notice; Affidavit (incorporated by reference to the Company's Form 8-K filed on June 15, 2022)

 99.1§

 2006
 Incentive Stock Option Plan (Incorporated by reference to the Form S-8 filed on March 15, 2011)

 23.1

 Consent of PKF O'Connor Davies, LLP

 31.1

 Certification of the Acting Principal Executive Officer pursuant
 to Rule 13a-14 of the Securities Exchange Act of 1934, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

 31.2

 Certification of the Principal Financial Officer pursuant to
 Rule 13a-14 of the Securities Exchange Act of 1934, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

 32.1

 Certification of Acting Principal Executive Officer and Principal
 Financial Officer pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 *Filed herewith.

 § Management contract or compensatory plan.

and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as
amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject
to liability under these sections.

 ITEM 16. FORM 10-K SUMMARY

 None.

 SIGNATURES

 Pursuant to the requirements
of Sections 13 or 15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

 SolarWindow Technologies, Inc.

 By:

 /S/ Amit Singh

 Amit Singh

 Chief Executive Officer (Principal Executive Officer)

 Date:

 By:

 /S/ Justin Frere, CPA

 Justin Frere, CPA

 Interim Chief Financial Officer

 (Principal Financial Officer and Principal Accounting Officer)

 Date:

 Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

 Signature

 Title

 Date

 /s/
 Bob Levine

 Chairman and Director

 Bob Levine

 /s/ Timothy Bullinger

 Timothy Bullinger

 /s/ Joseph Sierchio

 Joseph Sierchio

 INDEX TO FINANCIAL STATEMENTS

 Page

 Reports of Independent Registered Public Accounting Firm

 Balance Sheets as of August 31, 2024, and 2023

 Statements of Operations and Comprehensive Loss for the Years Ended August 31, 2024, and 2023

 Statements of Stockholders' Equity for the Years Ended August 31, 2024, and 2023

 Statements of Cash Flows for the Years Ended August 31, 2024, and 2023

 Notes to Financial Statements

 F- 1

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Board of Directors and

 Stockholders
of SolarWindow Technologies, Inc.

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheets of SolarWindow Technologies, Inc. (the "Company") as of August
31, 2024 and 2023, and the related consolidated statements of operations and comprehensive loss, consolidated stockholders' equity,
and consolidated cash flows for each of the two years in the in the period ended August 31, 2024, and the related notes (collectively
referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects,
the financial position of the Company as of August 31, 2024 and 2023, and the results of its operations and its cash flows for each of
the two years in the period ended August 31, 2024, in conformity with accounting principles generally accepted in the United States of
America.

 Basis
for Opinion

 These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits,
we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion
on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.

 Critical
Audit Matters

 Critical
audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be
communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and
(2) involved our especially challenging, subjective, or complex judgments. We determined that there were no critical audit matters.

 We
have served as the Company's auditor since 2020.

 /s/
 PKF O'Connor Davies, LLP

 New
York, New York

 November
20, 2024

 PCAOB
ID No. 127

 *
* * * *

 F- 2

 CONSOLIDATED BALANCE SHEETS

 2024

 2023

 ASSETS

 Current assets

 Cash and cash equivalents

 $
 1,249,446

 $
 492,610

 Short-term investments

 3,000,000

 5,500,000

 Deferred research and development costs

 45,706

 56,698

 Prepaid expenses and other current assets

 681,529

 241,668

 Current assets of discontinued operations

 13,489

 13,522

 Total current assets

 4,990,170

 6,304,498

 Property and Equipment, net of accumulated depreciation of $ 136,246 and $ 125,128, respectively

 13,458

 1,315,282

 Total assets

 $
 5,003,628

 $
 7,619,780

 LIABILITIES AND STOCKHOLDERS' EQUITY

 Current liabilities

 Accounts payable and accrued expenses

 $
 85,922

 $
 114,092

 Related party payables

 113,120

 37,025

 Current liabilities of discontinued operations

 122,470

 136,109

 Total current liabilities

 321,512

 287,226

 Total liabilities

 321,512

 287,226

 Commitments and contingencies

 —

 —

 Stockholders' equity

 Preferred stock: $ 0.10 par value; 1,000,000 shares authorized, no shares issued and outstanding

 —

 —

 Common stock: $ 0.001 par value; 300,000,000 shares authorized, 53,198,399 shares issued and outstanding at August 31, 2024 and 2023

 Additional paid-in capital

 83,538,904

 82,735,384

 Accumulated other comprehensive (loss)

 ( 76,702
)

 ( 78,159
)

 Retained deficit

 ( 78,833,284
)

 ( 75,377,869
)

 Total stockholders' equity

 4,682,116

 7,332,554

 Total liabilities and stockholders' equity

 $
 5,003,628

 $
 7,619,780

 (The accompanying notes are an integral part of these consolidated financial statements)

 F- 3

 CONSOLIDATED STATEMENTS OF OPERATIONS
 AND COMPREHENSIVE LOSS

 2024

 2023

 Revenue

 $
 —

 $
 —

 Operating expenses

 Selling, general and administrative

 2,011,899

 1,546,177

 Research and development

 593,988

 764,827

 Total operating expenses

 2,605,887

 2,311,004

 Loss from operations

 ( 2,605,887
)

 ( 2,311,004
)

 Other income (expense)

 Interest income

 242,371

 246,491

 Impairment of fixed assets

 ( 683,950
)

 —

 Total other income (expense)

 ( 441,579
)

 246,491

 Net loss from continuing operations

 $
 ( 3,047,466
)

 $
 ( 2,064,513
)

 Net loss from discontinued operations

 ( 7,949
)

 ( 331,882
)

 Deemed dividend attributable to warrant modification

 ( 400,000
)

 —

 Net loss attributable to common stockholders

 $
 ( 3,455,415
)

 $
 ( 2,396,395
)

 Other comprehensive income (loss)

 Foreign currency translation gain/(loss)

 1,457

 ( 4,528
)

 Comprehensive income (loss)

 $
 ( 3,453,958
)

 $
 ( 2,400,923
)

 Loss per Share from continuing operations basic and diluted

 $
 ( 0.06
)

 $
 ( 0.04
)

 Loss per Share from discontinued operations basic and diluted

 $
 ( 0.00
)

 $
 ( 0.01
)

 Loss per Share basic and diluted

 $
 ( 0.06
)

 $
 ( 0.04
)

 Weighted average number of common shares outstanding - basic and diluted

 (The accompanying notes are an integral part of these consolidated financial statements)

 F- 4

 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

 Common Stock

 Shares

 Amount

 Additional Paid-in Capital

 Accumulated Other Comprehensive Income (Loss)

 Retained Deficit

 Total Stockholders' Equity

 Balance, August 31, 2022

 $

 $
 82,576,002

 $
 ( 73,631
)

 $
 ( 72,981,474
)

 $
 9,574,065

 Stock based compensation due to common stock purchase options

 —

 —

 —

 —

 Foreign currency translation adjustments

 —

 —

 —

 ( 4,528
)

 —

 ( 4,528
)

 Net loss for the year ended August 31, 2023

 —

 —

 —

 —

 ( 2,396,395
)

 ( 2,396,395
)

 Balance, August 31, 2023

 82,735,384

 ( 78,159
)

 ( 75,377,869
)

 7,332,554

 Stock based compensation due to common stock purchase options

 —

 —

 —

 —

 Deemed dividend attributable to warrant modification

 —

 —

 400,000

 —

 —

 400,000

 Foreign currency translation adjustments

 —

 —

 —

 1,457

 —

 1,457

 Net loss for the year ended August 31, 2024

 —

 —

 —

 —

 ( 3,455,415
)

 ( 3,455,415
)

 Balance, August 31, 2024

 $

 $
 83,538,904

 $
 ( 76,702
)

 $
 ( 78,833,284
)

 $
 4,682,116

 (The accompanying notes are an integral part of these consolidated financial statements)

 F- 5

 CONSOLIDATED STATEMENTS OF CASH FLOWS

 2024

 2023

 Cash flows from operating activities

 Loss from continuing operations

 $
 ( 3,047,466
)

 $
 ( 2,064,513
)

 Loss from discontinued operations

 ( 7,949
)

 ( 331,882
)

 Adjustments to reconcile net loss to net cash flows used in operating activities:

 Depreciation

 11,118

 14,709

 Stock based compensation expense

 Impairment of assets

 683,950

 —

 Changes in operating assets and liabilities:

 Deferred research and development costs

 10,992

 97,101

 Prepaid expenses and other assets

 168,760

 ( 124,063
)

 Accounts payable and accrued expenses

 ( 40,234
)

 99,078

 Related party payable

 76,095

 65,454

 Net cash used in operating activities

 ( 1,741,214
)

 ( 2,084,734
)

 Cash flows from investing activities

 Purchase of short-term investments

 ( 4,000,000
)

 ( 6,000,000
)

 Redemption of short-term investments

 6,500,000

 500,000

 Capital expenditures

 ( 1,949
)

 —

 Net cash provided by (used in) investing activities

 2,498,051

 ( 5,500,000
)

 Effect of exchange rate changes on cash and cash equivalents

 ( 1
)

 ( 505
)

 Net increase (decrease) in cash and cash equivalents

 756,836

 ( 7,585,239
)

 Cash and cash equivalents at beginning of year

 492,610

 8,077,849

 Cash and cash equivalents at end of year

 $
 1,249,446

 $
 492,610

 (The accompanying notes are an integral part of these consolidated financial statements)

 F- 6

 NOTES TO FINANCIAL STATEMENTS

 FOR THE YEARS ENDED AUGUST 31, 2024 AND 2023

 NOTE 1 – Organization and Liquidity

 Organization

 SolarWindow Technologies, Inc. was incorporated in the State of Nevada
on May 5, 1998 (" SWT " and together with its controlled subsidiary companies, SolarWindow Asia (USA) Corp., and SolarWindow
Asia Co. Ltd, collectively, the " Company "). SolarWindow technology harvests light energy from the sun and from
artificial light sources using a transparent and ultra-lightweight coating of organic photovoltaic (" OPV ") solar cells
applied to glass and plastics, thereby generating electricity. The Company's ticker symbol is WNDW.

 On August 24, 2020, SolarWindow Technologies, Inc. formed wholly owned
SolarWindow Asia (USA) Corp., a Nevada Corporation, as the holding company for SolarWindow Asia Co. Ltd., (the " Korean Subsidiary ")
a company formed in the Republic of Korea for the purpose of expansion into the Asian markets. On January 13, 2023, the Board formally
elected to dissolve the Korean Subsidiary. SWT has retained a local accountant and counsel in South Korea to assist in the dissolution
of the Korean Subsidiary.

 Liquidity

 The Company has not generated any revenue since inception and has sustained
recurring losses and negative cash flows from operations since inception. We expect to incur losses as we continue to develop and further
refine and promote our technologies and potential product applications. As of August 31, 2024, the Company had $ 4,249,446 of cash, cash
equivalents and short-term investments on hand, and working capital of $ 4,668,658. The Company believes that it currently has sufficient
cash to meet its funding requirements over the next twelve months following the issuance of this Annual Report on Form 10-K. However,
the Company has experienced and continues to experience negative cash flows from operations, as well as an ongoing requirement for additional
capital investment. The Company expects that it will need to raise additional capital to commercialize its electricity generating coatings
and application methodology. The Company expects to seek to obtain that funding through financial or strategic investors. There can be
no assurance as to the availability of such financings nor is it possible to determine at this time the terms and conditions upon which
such financing and capital might be available.

 NOTE 2 – Summary of Significant Accounting Policies

 Basis of presentation and Use of Estimates

 The Management of the Company is responsible for the selection and use
of appropriate accounting policies and their application. Critical accounting policies and practices are those that are both most important
to the portrayal of the Company's financial condition and results and require management's most difficult, subjective, or
complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. The Company's
significant and critical accounting policies and practices are disclosed below as required by generally accepted accounting principles.

 Basis of presentation

 The accompanying consolidated financial statements and related notes have
been prepared in accordance with accounting principles generally accepted in the United States of America (" U.S. GAAP ").

 Use of Estimates

 The preparation of consolidated financial statements in conformity with
U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date
of the consolidated financial statements and the reported amounts of revenues and expenses during the accounting period. The Company
considers its accounting policies relating to stock-based compensation to be the most significant accounting policy that involves management
estimates and judgments. The Company has made accounting estimates based on the facts and circumstances available as of the reporting
date. Actual amounts could differ from these estimates, and such differences could be material.

 F- 7

 Fiscal Year-End

 The Company's quarterly periods end on November 30, February
29 and May 31 with August 31 being the Company's fiscal year end.

 Principles of Consolidation

 These consolidated financial statements presented are those of SolarWindow
Technologies, Inc. and its wholly owned subsidiaries, SolarWindow Asia (USA) Corp., and SolarWindow Asia Co. Ltd. All significant intercompany
balances and transactions have been eliminated.

 Cash and Highly Liquid Investments

 Cash includes cash on hand and highly liquid investments with original
maturities of three months or less from the date of purchase. The Company had $ 4,249,446 of cash and short-term deposits as
of August 31, 2024, including $ 142,496 held in the US and covered by FDIC insurance, and $ 4,106,950 held in Canadian bank accounts
with $ 4,032,827 in excess of Canadian Deposit Insurance Corporation insured limits.

 Schedule of cash and highly liquid investments

 2024

 2023

 Cash

 $
 1,249,446

 $
 492,610

 Short-term investments

 3,000,000

 5,500,000

 Total cash and short-term investments

 $
 4,249,446

 $
 5,992,610

 Short-term investments

 The Company determines the balance sheet classification of its investments
at the time of purchase and evaluates the classification at each balance sheet date. Money market funds, certificates of deposit, and
time deposits with maturities of greater than three months but no more than twelve months are carried at cost, which approximates
fair value and are recorded in the consolidated balance sheets in short-term investments. Time Deposits pay the interest earned at the
time of maturity or redemption. During the year ended August 31, 2024, $5,900,000 of time deposits matured and $600,000 was redeemed.
During the year ended August 31, 2024, the Company received $317,394 of earned interest on the time deposits. On February 28, 2024, the
Company purchased new time deposits, which consist of a 12-month $2,500,000 fixed-term deposit earning interest of 5.2%, a 12-month $500,000
fixed-term deposit earning interest of 4.50% and a 6-month $1,000,000 fixed-term deposit earning interest of 5.10%. During the years ended
August 31, 2024 and 2023, the Company recognized $ 223,021 and $ 161,544, respectively, of interest income related to short-term investments.

 Fair Value Measurements

 Fair value is defined as the price that would be received to sell an asset
or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company utilizes a
three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to
unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable
inputs (level 3 measurements). These tiers include:

 Level 1, defined as observable inputs such as quoted
prices for identical instruments in active markets;

 Level 2, defined as inputs other than quoted prices in active
markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices
for identical or similar instruments in markets that are not active; and

 F- 8

 Level 3, defined as unobservable inputs in which little or no
market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques
in which one or more significant inputs or significant value drivers are unobservable.

 During the periods covered by this report, the Company did not
have any assets or liabilities that were required to be measured at fair value on a recurring basis or on a non-recurring basis.

 Fair Value of Financial Instruments

 The Company's financial instruments consist of accounts payable and
accrued expenses. The carrying amounts of the Company's financial instruments approximate fair value because of the short-term maturity
of these items. These fair value estimates are subjective in nature and involve uncertainties and matters of significant judgment and,
therefore, cannot be determined with precision. Changes in assumptions could significantly affect those estimates. We do not hold or issue
financial instruments for trading purposes, nor do we utilize derivative instruments.

 Stock-Based Compensation

 The Company accounts for stock-based compensation in accordance with Accounting
Standards Codification ("ASC") 718, Stock Based Compensation. ASC 718 requires all stock-based payments to directors,
employees and consultants, including grants of stock options, to be recognized in the consolidated statements of operations based on their
fair values. The Company uses the Black-Scholes option pricing model (the " Black-Scholes Model ") to determine the weighted-average
fair value of options granted and recognizes the compensation expense of stock-based awards on a straight-line basis over the vesting
period of the award. If a stock-based award contains performance-based conditions, at the point that it becomes probable that the performance
conditions will be met, the Company records a cumulative catch-up of the expense from the grant date to the current date, and then amortizes
the remainder of the expense over the remaining service period. Management evaluates when the achievement of a performance-based condition
is probable based on the expected satisfaction of the performance conditions as of the reporting date.

 The determination of the fair value of stock-based payment awards utilizing
the Black-Scholes option pricing model requires the use of the following assumptions: expected volatility of our common stock, which is
based on our own calculated historical rate; expected life of the option award, which we elected to calculate using the simplified method;
expected dividend yield, which is 0%, as we have not paid and do not have any plans to pay dividends on our common stock; and the risk-free
interest rate, which is based on the U.S. Treasury rate in effect at the time of grant with maturities equal to the stock option award's
expected life. The Company evaluates the assumptions used to value the awards at each grant date and if factors change and different assumptions
are utilized, stock-based compensation expense may differ significantly from what has been recorded in the past. If there are any modifications
or cancellations of the underlying unvested securities, the Company may be required to accelerate, increase or cancel any remaining unearned
stock-based compensation expense. Forfeitures are accounted for as they occur. See "NOTE 5 – Common Stock and Warrants"
and "NOTE 6 - Stock Options" for additional information on the Company's stock-based compensation plans.

 Impairment of Long-Lived Assets

 The Company monitors the carrying value of long-lived assets
for potential impairment and tests the recoverability of such assets whenever events or changes in circumstances indicate that the carrying
amounts may not be recoverable. If a change in circumstance occurs, the Company performs a test of recoverability by comparing the carrying
value of the asset or asset group to its undiscounted expected future cash flows. If cash flows cannot be separately and independently
identified for a single asset, the Company will determine whether impairment has occurred for the group of assets for which the Company
can identify the projected cash flows. If the carrying values are in excess of undiscounted expected future cash flows, the Company measures
any impairment by comparing the fair value of the asset or asset group to its carrying value.

 Property and Equipment

 Fixed assets are carried at cost, less accumulated depreciation. Major
improvements are capitalized, while repair and maintenance are expensed when incurred. Renewals and betterments that materially extend
the life of the assets are capitalized. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation
are removed from the accounts, and any resulting gain or loss is reflected in that period.

 F- 9

 Depreciation is computed on a straight-line basis over estimated useful
lives of the related assets. The estimated useful lives of depreciable assets are:

 Schedule of estimated useful
lives

 Estimated

 Useful Lives

 Computer equipment and software

 3 - 5 years

 Equipment, furniture and fixtures

 5 years

 Patent and Trademark Costs

 Costs related to filing and pursuing patent applications are recorded as general and administrative
expense and expensed as incurred since recoverability of such expenditures is uncertain.

 Research and Product Development

 Research and product development costs represent costs incurred to develop
the Company's technology, including salaries and benefits for research and development personnel, allocated overhead and facility
occupancy costs, supplies, equipment purchase and repair and other costs. Research and product development costs are expensed when incurred,
except for advance payments for future research and development activities which are deferred and recognized as expense as the related
services are performed.

 Income Taxes

 The Company accounts for income taxes using the asset and liability method.
Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributed to
differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax
credits and loss carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences and carry-forwards are expected to be recovered or settled. The effect on deferred
tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation
allowance is established when necessary to reduce deferred tax assets to amounts expected to be realized. The Company reports a liability
for unrecognized tax benefits resulting from uncertain income tax positions, if any, taken or expected to be taken in an income tax return.
Estimated interest and penalties are recorded as a component of interest expense or other expense, respectively.

 Segment Reporting

 The Company's business is considered to be operating in one segment
based upon the Company's organizational structure, the way in which the operations are managed and evaluated, the availability of
separate financial results and materiality considerations.

 Net Loss Per Share

 The computation of basic earnings per share (" EPS ")
is based on the weighted average number of shares that were outstanding during the period, including shares of common stock that are issuable
at the end of the reporting period. The computation of diluted EPS is based on the number of basic weighted-average shares outstanding
plus the number of common shares that would be issued assuming the exercise of all potentially dilutive common shares outstanding using
the treasury stock method. The computation of diluted net income per share does not assume conversion, exercise or contingent issuance
of securities that would have an antidilutive effect on earnings per share. Therefore, when calculating EPS if the Company experienced
a loss, there is no inclusion of dilutive securities as their inclusion in the EPS calculation is antidilutive. Furthermore, options and
warrants will have a dilutive effect under the treasury stock method only when the average market price of the common stock during the
period exceeds the exercise price of the options or warrants (they are in the money).

 F- 10

 The shares listed below were not included in the computation of diluted
losses per share because to do so would be antidilutive for the periods presented:

 Schedule of computation of diluted
losses per share

 2024

 2023

 Stock options

 5,433,000

 4,207,400

 Warrants

 16,666,667

 16,666,667

 22,099,667

 20,874,067

 Foreign Currency Translation Gain and Comprehensive Income (Loss)

 In countries in which the Company operates, and the functional currency
is other than the U.S. dollar, assets and liabilities are translated using published exchange rates in effect at the consolidated balance
sheet date. Expenses and cash flows are translated using an approximate weighted average exchange rate for the period. Resulting translation
adjustments are recorded as a component of accumulated other comprehensive income on the accompanying consolidated balance sheet. For
the years ended August 31, 2024 and 2023, the Company recognized comprehensive income and comprehensive loss of $ 1,457 and $ 4,528, respectively,
which were entirely from foreign currency translation.

 As of and for the years ended August 31, 2024 and 2023, the Company used
the following exchange rates.

 Schedule of exchange rates

 Approximate weighted

 Approximate weighted

 average exchange rate

 average exchange rate

 Exchange rate at

 For the year ended

 Exchange rate at

 For the year ended

 Currency

 August 31, 2024

 August 31, 2024

 August 31, 2023

 August 31, 2023

 Korean Won

 1,335.70

 1,344.84

 1,324.00

 1,321.29

 Accounting Pronouncements

 The Company reviews new accounting standards as issued. Although some of
these accounting standards issued or effective after the end of the Company's previous fiscal year may be applicable, the Company
has not identified any standards that the Company believes merit further discussion.

 Recent accounting pronouncements not yet adopted

 In November 2023, the FASB issued Accounting Standards Update ("ASU")
No. 2023-07, " Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures " ("ASU
2023-07"). ASU 2023-07 expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures
about significant segment expenses. The standard is effective for fiscal years beginning after December 15, 2023, and interim periods
within fiscal years beginning after December 15, 2024, which means that it will be effective for our annual periods beginning September
1, 2024, and our interim periods beginning September 1, 2025. Early adoption is permitted. We are currently evaluating the impact that
the updated standard will have on our disclosures within our consolidated financial statements.

 Recently adopted accounting pronouncements

 None.

 NOTE 3 – Discontinued Operations

 On January 13, 2023, the Board determined that it is in the best interests
of the Company to discontinue operations in South Korea and to dissolve the Korean Subsidiary. The Company is working to dispose the Korean
Subsidiary other than by sale in accordance with Accounting Standards Codification ("ASC") 360-10-45-15, Long-Lived Assets
to Be Disposed of Other Than by Sale

 F- 11

 In accordance with ASC 205-20, Discontinued Operations, the results
of the Korean Subsidiary are presented as discontinued operations in the Consolidated Statements of Operations and Comprehensive Loss,
and, as such, have been excluded from continuing operations. Further, the Company reclassified the assets and liabilities of the Korean
Subsidiary as assets and liabilities of discontinued operations in the Consolidated Balance Sheet as of August 31, 2022. The Consolidated
Statements of Cash Flows are presented on a consolidated basis for both continuing operations and discontinued operations.

 The following table summarizes the significant items included in income
from discontinued operations, net of tax in the Consolidated Statement of Operations and Comprehensive Loss for the years ended August
31, 2024 and 2023:

 Schedule of statement of operations and comprehensive loss

 2024

 2023

 Operating expenses

 Selling, general and administrative

 $
 7,949

 $
 315,638

 Research and development

 —

 16,253

 Total operating expenses

 7,949

 331,891

 Other income (expense)

 Interest income

 —

 Net loss from discontinued operations

 $
 ( 7,949
)

 ( 331,882
)

 The following table summarizes the carrying value of the significant classes
of assets and liabilities classified as discontinued operations as of August 31, 2024 and 2023:

 Schedule of significant classes of assets and liabilities

 2024

 2023

 Current assets

 Prepaid expenses and other current assets

 $
 13,489

 $
 13,522

 Total current assets

 13,489

 13,522

 Total assets

 $
 13,489

 $
 13,522

 Current liabilities

 Accounts payable and accrued expenses

 $
 122,470

 $
 136,109

 Total current liabilities

 $
 122,470

 $
 136,109

The cash flows related to discontinued operations have not been segregated and are included in the consolidated statements of cash flows
for all periods presented.

 NOTE 4 - Prepaid Expenses and Other Current Assets

 Prepaid expenses and other current assets includes the following items:

 Schedule of prepaid expenses and other current assets

 2024

 2023

 Prepaid expenses

 $
 8,000

 $
 24,250

 Prepaid insurance premium

 9,612

 67,833

 Interest income receivable (a)

 55,212

 149,585

 Equipment deposit refund receivable (b)

 608,705

 —

 Total

 $
 681,529

 $
 241,668

 (a)
 Relates to interest receivable in short term deposits as described above under NOTE 2 – Interim
Statement Presentation, "Short-term Investments."

 (b)
 For additional information, see NOTE 5 – Property and Equipment

 F- 12

 NOTE 5 – Property and Equipment

 Property and equipment consists of the following:

 Schedule of property and equipment

 Increase/

 2024

 2023

 (decrease)

 Computers, office equipment and software

 $
 16,051

 $
 14,102

 $
 1,949

 Equipment

 133,653

 133,653

 —

 In-process equipment

 —

 1,292,655

 ( 1,292,655
)

 Total property and equipment

 149,704

 1,440,410

 ( 1,290,706
)

 Accumulated depreciation

 ( 136,246
)

 ( 125,128
)

 ( 11,118
)

 Property and equipment, net

 $
 13,458

 $
 1,315,282

 $
 ( 1,301,824
)

 During the year ended August 31, 2024 and 2023, the Company purchased $ 1,950
and $ 0 of property and equipment, respectively. During the years ended August 31, 2024 and 2023, the Company recognized straight-line
depreciation expense of $ 11,119 and $ 14,709, respectively.

 During the year ended August 31, 2019, the Company made deposits for in-process
equipment totaling $ 1,292,655 (the "Equipment Deposit") towards the purchase of manufacturing equipment. Subsequent to May
31, 2024, the Company decided to pursue similar equipment that will enable significantly increased efficiency and capabilities. As a result,
the Company reclassified the unused portion of the Equipment Deposit ($ 608,705) to current assets in anticipation of a return of those
funds. The remaining $ 683,950 was impaired, and, according to the vendor, relates primarily to a coating die valued at $ 210,000 and engineering
and design valued at $ 473,950 that has no future benefit to the Company.

 NOTE 6 – Common Stock and Warrants

 Common Stock

 At August 31, 2024, the Company had 300,000,000 authorized shares of common
stock with a par value of $ 0.001 per share, and 53,198,399 shares of common stock outstanding.

 2006 Long-Term Incentive Plan

 In 2006 the Company's Board and stockholders adopted and approved
 15,000,000 shares for grant under the 2006 Long-Term Incentive Plan (the " 2006 Plan "). The 2006 Plan was extended by
the Board on February 7, 2021 for a period of two years. On January 13, 2023, the Board extended
the 2006 Plan for two months. The 2006 Plan expired on March 17, 2023. The 2006 Plan provided for the grant of incentive stock
options, non-qualified stock options, restricted stock, restricted stock units, stock appreciation rights, and other types of awards to
employees, consultants, and directors. Stock options granted pursuant to the 2006 Plan vest from zero to five years and expire from six
to ten years after the date of grant with the exercise price equal to the fair value of the underlying stock on the date of grant. See
"NOTE 7 - Stock Options" for additional information.

 Warrants

 Each of the Company's warrants outstanding entitles the holder to
purchase one share of the Company's common stock for each warrant share held. Other than the Series P Warrants, all of the following
warrants may be exercised on a cashless basis. A summary of the Company's warrants outstanding and exercisable as of August 31,
2024 and 2023 is as follows:

 F- 13

 Schedule of warrants outstanding and exercisable

 Shares of Common Stock Issuable from Warrants Outstanding as of August 31,

 Description

 2024

 2023

 Weighted Average Exercise Price

 Date of Issuance

 Expiration

 Series T

 16,666,667

 16,666,667

 $
 1.70

 November 26, 2018

 November 26, 2029

 During the year ended August 31, 2023, 2,615,250 warrants expired unexercised.

 On February 5, 2024, the Board modified the terms of the Series T warrants
to extend the expiration date for an additional five (5) years. No other term was modified. The modification was not was not linked to
any other financing arrangements. The Company calculated the incremental fair value of the modification at $ 400,000 which is presented
on the Consolidated Statement of Operations as a deemed dividend.

 NOTE 7 - Stock Options

 The Company measures share-based compensation cost on the grant date, based
on the fair value of the award, and recognizes the expense on a straight-line basis over the requisite service period for awards expected
to vest. The Company estimated the grant date fair value of stock options using a Black-Scholes valuation model using the following weighted-average
assumptions:

 Schedule of weighted-average assumptions

 2024

 2023

 Expected dividend yield

 —

 —

 Expected stock price volatility

 332 % - 452 %

 —

 Risk-free interest rate

 4.46 % - 4.60 %

 —

 Expected term (in years)(simplified method)

 2.5 - 3.0

 —

 Exercise price

 $ 0.33 - $ 4.87

 —

 Weighted-average grant date fair-value

 $
 0.43

 —

 A summary of the Company's stock option activity for the years ended
August 31, 2024 and 2023 and related information follows:

 Schedule of stock option activity

 Number of Shares Subject to Option Grants

 Weighted Average Exercise Price ($)

 Weighted Average Remaining Contractual Term (years)

 Aggregate Intrinsic Value ($)

 Outstanding at August 31, 2022

 6,761,400

 4.01

 Forfeitures and cancellations

 ( 2,554,000
)

 5.60

 Outstanding at August 31, 2023

 4,207,400

 3.04

 Grants

 1,250,000

 0.33

 Forfeitures and cancellations

 ( 24,400
)

 3.54

 Outstanding at August 31, 2024

 5,433,000

 2.41

 4.38

 —

 Exercisable at August 31, 2024

 4,808,000

 2.68

 4.35

 —

 The aggregate intrinsic value in the table above represents the total pretax
intrinsic value for all "in-the-money" options (i.e. the difference between the Company's closing stock price on the
last trading day of the period covered by this report and the exercise price, multiplied by the number of shares) that would have been
received by the option holders had all in-the-money option holders exercised their vested options on August 31, 2024. The intrinsic value
of the option changes based upon the fair market value of the Company's common stock. Since
the closing stock price was $ 0.30 on August 30, 2024 and no outstanding options have an exercise price below $ 0.30 per share,
as of August 31, 2024, there is no intrinsic value in the Company's outstanding, and vested stock options.

 F- 14

 Year Ended August 31, 2024

 Modification – On February 5, 2024, the Board granted replacement
options with a five (5) year life in amounts equal to and on substantially the same terms as certain previous grants totaling 3,623,000
options, including 1) 90,000 options with a strike price of $4.87; 2) 1,033,000 options with a strike price of $3.54; and 3) 2,500,000
options with a strike price of $2.60 (collectively, the "New Grant"). The New Grant was issued to replace grants issued in
prior years (the "Old Grant"), and extend their expiration by five (5) years, as additional consideration for the September
1, 2023 Consulting Agreement entered into between the Company, Vector Asset Management, Inc., and Jatinder S. Bhogal. The exercise price
of the New Grant is identical to the Old Grant. The intent of the Company was to reinstate and extend the Old Grant. However, because
the original stock plan expired, in order to extend the Old Grant, the Company needed to issue the New Grant. The Company accounted for
the New Grant as a modification based on the substance of the issuance. The difference in the fair value, as calculated using the Black-Scholes
Model, was $ 26,750 which was recorded to selling, general and administrative expense.

 Grants - On April 8, 2024,
the Company's Board granted 1,250,000 options to its officers and directors, with an exercise price of $ 0.33, five ( 5)
year term and vesting as to 50% of the options on the date of grant and the remaining 50% on the twelve-month anniversary from the date
of grant.

 Forfeitures and cancellations – These totaled 24,400 and included
1) 23,400 options owned by a prior Director that expired unexercised; and 2) 1,000 options owned by a prior consultant that expired unexercised.

 Year Ended August 31, 2023

 Forfeitures and cancellations - totaled 2,554,000 options, including
the expiration of 2,500,000, three (3) year, fully vested stock options granted on August 31, 2020 to Mr. John Rhee, former CEO and Chairman;
and the cancellation of 54,000 options which expired unexercised.

 The following table sets forth the share-based compensation cost resulting
from stock option grants, including those previously granted and vesting over time, that were recorded in the Company's Statements
of Operations and Comprehensive Loss for the years ended August 31, 2024 and 2023:

 Schedule of share-based compensation

 Stock compensation expense:

 2024

 2023

 Selling, general and administrative

 $
 401,405

 $
 142,877

 Research and development

 2,115

 16,505

 Total

 $

 $

 As of August 31, 2024, the Company had $ 103,125 of unrecognized compensation
cost related to unvested stock options which is expected to be recognized over a period of 0.50 year.

 The following table summarizes information about stock options outstanding
and exercisable at August 31, 2024:

 Schedule of stock options outstanding and exercisable

 Stock Options Outstanding

 Stock Options Exercisable

 Range of
Exercise
Prices

 Number of Shares
Subject to
Outstanding Options

 Weighted
Average
Contractual
Life (years)

 Weighted
Average
Exercise
Price ($)

 Number
of Shares Subject
To Options
Exercise

 Weighted Average
Remaining
Contractual
Life (Years)

 Weighted
Average
Exercise
Price ($)

 0.33

 1,250,000

 4.61

 0.33

 625,000

 4.61

 0.33

 2.32

 153,000

 5.11

 2.32

 153,000

 5.11

 2.32

 2.60

 2,500,000

 4.44

 2.60

 2,500,000

 4.44

 2.60

 3.42

 50,000

 2.13

 3.42

 50,000

 2.13

 3.42

 3.46

 35,000

 1.35

 3.46

 35,000

 1.35

 3.46

 3.54

 1,225,000

 3.87

 3.54

 1,225,000

 3.87

 3.54

 4.87

 110,000

 4.22

 4.87

 110,000

 4.22

 4.87

 6.21

 110,000

 7.16

 6.21

 110,000

 7.16

 6.21

 Total

 5,433,000

 4.38

 2.41

 4,808,000

 4.35

 2.68

 F- 15

 NOTE 8 - Transactions with Related Persons

 A related party with respect to the Company is generally defined as any
person (i) (and, if a natural person, inclusive of his or her immediate family) that holds 10% or more of the Company's securities,
(ii) that is part of the Company's management, (iii) that directly or indirectly controls, is controlled by or is under common control
with the Company, or (iv) who can significantly influence the financial and operating decisions of the Company. A transaction is considered
to be a related party transaction when there is a transfer of resources or obligations between related parties.

 Joseph Sierchio, one of the Company's directors, has maintained his
role as the Company's general counsel since its inception, and, beginning in August 2020, as Principal of Sierchio Law, LLP pursuant
to an engagement letter which provided for an annual fee of $175,000 in exchange for general counsel services, and the reimbursement of
expenses. Beginning November 2023, Mr. Sierchio began serving as general counsel on an hourly basis at the rate of $750 per hour. Fees
for legal services and expense reimbursement billed by Sierchio Law, LLP totaled $ 263,403 and $ 189,299 for the years ended August 31,
2024 and 2023, respectively. As of August 31, 2024, the Company recognized a related party payable to Sierchio Law, LLP of $ 40,225, including
$ 37,725 related to legal services and $ 2,500 related to the quarterly board fee for the three months ended August 31, 2024.

 All related party transactions are recorded at the exchange amount established
and agreed to between related parties and are in the normal course of business.

 NOTE 9 – Income Taxes

 Provision for Income Taxes

 The components of loss before income taxes follows:

 Schedule of loss before income taxes

 2024

 2023

 United States

 $
 ( 3,081,050
)

 $
 ( 2,244,302
)

 Foreign

 25,635

 ( 111,001
)

 Loss before income taxes

 $
 ( 3,055,415
)

 $
 ( 2,355,303
)

 Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.
Significant components of the Company's deferred tax assets at August 31, 2024 and 2023 are as follows:

 Schedule of deferred tax assets and liabilities

 2024

 2023

 Deferred tax assets:

 Net operating loss carryforwards

 $
 8,953,768

 $
 8,468,620

 Capitalized research and development

 852,600

 944,662

 Impairment of fixed assets

 143,630

 —

 Stock based compensation

 2,613,620

 2,550,537

 Gross deferred tax assets

 12,563,618

 11,963,819

 Less: valuation allowance

 ( 12,562,789
)

 ( 11,962,425
)

 Total deferred tax assets

 $

 $
 1,394

 Deferred tax liabilities:

 Depreciation

 $
 ( 829
)

 $
 ( 1,394
)

 Gross deferred tax liabilities

 ( 829
)

 ( 1,394
)

 Net deferred taxes

 $
 —

 $
 —

 F- 16

 The net increase in the valuation allowance for deferred tax assets was
$ 600,364 and $ 487,886 for the year ended August 31, 2024 and 2023, respectively. The Company evaluates its valuation allowance requirements
on an annual basis based on projected future operations. When circumstances change and this causes a change in management's judgment
about the realizability of deferred tax assets, the impact of the change on the valuation allowance is reflected in current operations.

 For federal income tax purposes, the Company has U.S. federal net operating
loss carry forwards at August 31, 2024 available to offset future federal taxable income, if any, of $ 40,948,943, which will begin to
expire in 2024. $ 24,319,651 of the U.S. federal net operating losses will expire through 2037 and $ 16,629,292 have an indefinite life.
These carryforwards may be subject to an annual limitation under Section 382 and 383 of the Internal Revenue Code of 1986, and similar
state provisions if the Company experienced one or more ownership changes which would limit the amount of NOL and tax credit carryforwards
that can be utilized to offset future taxable income and tax, respectively. In general, an ownership change, as defined by Section 382
and 383, results from transactions increasing ownership of certain stockholders or public groups in the stock of the corporation by more
than 50 percentage points over a three-year period. The Company also has foreign net operating losses of $ 1,477,041 as of August 31, 2024,
which will begin to expire in 2035.

 The effects of state income taxes were insignificant for the years ended
August 31, 2024 and 2023.

 The following is a reconciliation between expected income tax benefit and
actual, using the applicable statutory income tax rate of 21 % for the year ended August 31, 2024 and 2023:

 Schedule of expected income tax benefit

 2024

 2023

 Income tax benefit at statutory rate

 $
 641,637

 $
 494,614

 Foreign rate differential

 ( 769
)

 4,440

 Permanent differences

 ( 5,454
)

 —

 Stock options

 ( 21,656
)

 8,961

 Other

 ( 13,394
)

 ( 20,127
)

 Change in valuation allowance

 ( 600,364
)

 ( 487,886
)

 Total

 $
 —

 $
 —

 The fiscal years 2022 through 2024 remain open to examination by federal
authorities and other jurisdictions in which the Company operates.

 The Company does no t have any uncertain tax positions at August 31, 2024
and 2023 that would affect its effective tax rate. The Company does not anticipate a significant change in the amount of unrecognized
tax benefits over the next twelve months. Because the Company is in a loss carryforward position, the Company is generally subject to
US federal and state income tax examinations by tax authorities for all years for which a loss carryforward is available. If and when
applicable, the Company will recognize interest and penalties as part of income tax expense.

 NOTE 10 – Commitments and Contingencies

 On June 9, 2022, the Company was served the Notice
of Civil Claim dated May 16, 2022 (the " Notice of Claim "), and related Notice of Application (the " Application ")
and Order Made After Application (the " Order ") copies of which are referenced in this report as Exhibit 99.0. The Notice
of Claim, the Application and Order are collectively referred to herein as the "Complaint." Please refer to our Form 8-K filed
on June 15, 2022 and Exhibit 99.0 hereto.

 NOTE 11 – Subsequent Events

 Management has reviewed material events subsequent of the period ended
August 31, 2024 and through the date of filing of financial statements in accordance with FASB ASC 855 "Subsequent Events".
In managements opinion, no material subsequent events have occurred as of the date of this annual report.