Section 8 - Other Events Item



Item 8.01 Other Events.

As SolarWindow Technologies, Inc. (the "Company") previously reported, Light Quantum Energy Holdings ("LQE") is party to that certain Stock Purchase Agreement between Kalen Capital Corporation a company formed and existing under the laws of Alberta, Canada, and its relevant subsidiaries ("KCC"), wholly-owned by Harmel S. Rayat ("Mr. Rayat") and LQE a company incorporated and registered in the Cayman Islands, the outstanding voting securities of which are wholly-owned by Mr. Rhee and his common-law spouse Seongae Ko (the "SPA"), pursuant to which LQE purchased from KCC and KCC sold to LQE (i) 32,984,331 shares of the company's common stock (ii) 16,780,167 cash only warrants to purchase up to 16,780,167 shares of the Company's common stock and (iii) 1,781,750 cashless warrants to purchase up to 1,781,750 shares of the Company's common stock, collectively, the securities described in clauses (i), (ii) and (iii) are herein referred to as the "KCC SolarWindow Securities," subject to the terms and conditions of the SPA, including such terms and conditions relating to payment and operating restrictions. The foregoing summary of the material terms of the SPA described above does not purport to be complete and is qualified in its entirety by reference to the full text of the SPA, and the amendments thereto, which were previously filed by the Company. Please see Exhibits 99.1 and 99.2 to this report.

On May 16, 2022, KCC and Kalen Capital Holdings, LLC ("KCH")(collectively, "Kalen"), filed a Notice of Application-Without Notice, as amended on June 8, 2022, (the "Notice of Application") in the Supreme Court of British Columbia (the "Court") naming Light Quantum Energy Holdings, Worldwide Stock Transfer, LLC ("WST"), SolarWindow Technologies, Inc., John Rhee, and Seongae Ko as defendants (the "Defendants"). The relief the plaintiffs seek includes, but is not limited to, the transfer of the KCC SolarWindow Securities to KCC, damages against LQE for breach of the SPA, an interlocutory injunction a) preventing the defendants, until further court order, from taking actions or entering into transactions concerning the KCC SolarWindow Securities; b) enjoining LQE, John Rhee and Seongae Ko from exercising any shareholder rights associated with the KCC SolarWindow Securities, including, but not limited to i) selling their interest in any of the KCC SolarWindow Securities' ii) exercising voting rights associated with the KCC SolarWindow Securities; iii) appointing or removing directors; iv) exercising the warrants; and v) appointing signatories for bank accounts of the Company.

Also on May 16, 2022, on Order Made After Application, the Court ordered that LQE, John Rhee, Seongae Ko, WST and the Company be enjoined from taking actions or entering into transactions concerning the KCC SolarWindow Securities or dealing in such a manner as to reduce the value of the KCC SolarWindow Securities; and further, that LQE, John Rhee, Seongae Ko are enjoined from item b(i) through b(v) described in the preceding paragraph.

On June 9, 2022, the Company was served the Notice of Civil Claim dated May 16, 2022, and related Notice of Application and Order Made After Application, copies of which are attached to this report as Exhibit 99.3.

The foregoing summary of the Notice of Application, Order Made After Application and Notice of Civil Claim does not purport to be complete and is qualified in its entirety by reference to the full text of the Notice of Application, Order Made After Application and Notice of Civil Claim which are filed herewith by the Company as Exhibit 99.3, to this report.

The Company is in the process of reviewing the Notice of Civil Claim, the Notice of Application and the Order Made After Application so as to determine what response if any may be required.

Item 9.01 Financial Statements and Exhibits

Number Description

99.1 Agreement dated December 8, 2021, between Kalen Capital Corporation


           and its relevant subsidiaries, including but not necessarily limited
           to Kalen Capital Holdings LLC, and Light Quantum Energy Holdings.
           (Incorporated by reference to Form-8-K filed on December 14, 2021)

99.2 Corrective Amendment dated December 8, 2021, to the Agreement dated

December 8, 2021, between Kalen Capital Corporation and its relevant
           subsidiaries, including but not necessarily limited to Kalen Capital
           Holdings LLC), and Light Quantum Energy Holdings. (Incorporated by
           reference to Form-8-K filed on December 14, 2021)

99.3 Notice of Civil Claim, Endorsement on Originating Pleading or


           Petition for Service Outside British Columbia
             Notice of Application - Without Notice; Affidavit

* Filed herewith

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