SolarWindow Technologies, Inc. (OTCMKTS:WNDW) Files An 8-K Changes in Registrant’s Certifying AccountantItem 4.01 Changes in Registrant’s Certifying Accountant.
On October 22, 2018, the Board of Directors (the “Board”) of SolarWindow Technologies, Inc. (the “Company”) notified Peterson Sullivan LLP (“PSLLP”), the Company’s independent registered public accounting firm for the fiscal years ending August 31, 2017 and 2016, that the Company and the Board has determined to dismiss PSLLP effective as of such date. On and effective as of October 22, 2018, the Company entered into an engagement letter with Marcum LLP (“Marcum”) as approved by the Board, and engaged Marcum to act as the Company’s independent registered public accounting firm for the Company’s fiscal year ended August 31, 2018.
PSLLP’s audit reports on the Company’s financial statements for the years ended August 31, 2017 and 2016 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles except as follows: The PSLLP audit report for the fiscal year ended August 31, 2016 stated that the accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company does not have positive cash flows from operating activities and has a substantial retained deficit. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans regarding these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
During the two years ended August 31, 2017 and through October 22, 2018, (i) there were no disagreements with PSLLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to PSLLP’s satisfaction, would have caused PSLLP to make reference in connection with its opinion to the subject matter of the disagreement in connection with its reports on the Company’s financial statements as of August 31, 2017 and 2016 and for the two years then ended, and (ii) there were no “reportable events,” as defined in Item 304(a)(1)(v) of Regulation S-K.
The Company provided PSLLP with a copy of disclosures it is making in this Form 8-K and requested that PSLLP furnish a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the statements above. A copy of PSLLP’s letter dated October 26, 2018 is filed as Exhibit 16.1 to this Current Report on Form 8-K.
During the Company’s two most recent fiscal years and any subsequent period through October 22, 2018, neither the Company nor anyone acting on its behalf consulted Marcum regarding the application of accounting principles to any completed or proposed transactions nor regarding any matter that was the subject of a disagreement with the Company’s independent accountant or any reportable event, as defined in Item 304(a)(1)(v) of Regulation S-K of the Securities and Exchange Commission.
In deciding to appoint Marcum, the Board reviewed auditor independence issues and existing commercial relationships with Marcum and concluded that Marcum has no commercial relationship with the Company that would impair its independence for the fiscal year ending August 31, 2018.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Joseph Sierchio, submitted his resignation from his position as a Director on the Board with the Company effective as of October 22, 2018. Mr. Sierchio’s resignation did not relate to, nor was there, any disagreement with the Company on any matter relating to the registrant’s operations, policies or practices,
Effective October 22, 2018, Mr. John A. Conklin resigned his position as the Company’s Chief Financial Officer. Mr. Conklin continues to serve as the Company’s President & Chief Executive Office, and as a member of the Company’s Board of Directors.
Effective October 22, 2018, the Company’s Board of Directors appointed Mr. Steve Yan-Klassen to the Company’s Chief Financial Officer.
Currently there is no written employment agreement between the Company and Mr. Yan-Klassen. Mr. Yan-Klassen employment is at will and may be terminated by him or the Company at any time. Mr. Yan-Klassen will receive an annual salary of Canadian $31,500 payable bi-weekly.
Mr. Yan-Klassen may be able to participate, at the discretion of the Company’s Board of Directors, in all of the Company’s equity incentive plans.
Since January 2015 to present, Mr. Yan-Klassen has been a controller at Talia Jevan Properties, Inc., a company controlled by Mr. Harmel S. Rayat, a director, chairman and the majority shareholder of the Company. Between October 2012 and December 2014, he was a senior manager at Wolrige Mahon Collins Barrow LLP (formerly Wolrige Mahon LLP), a senior manager at BDO Canada LLP between January 2008 and September 2012 and a practicing CPA at Amisano Hanson Chartered Accountants between January 1998 and December 2007.
Mr. Yan-Klassen’s public company accounting experience includes over ten years of auditing financial statements for SEC, Canadian Securities Exchange and TSX Venture Exchange reporting issuers, performed in accordance with the requirements of the Public Company Accounting Oversight Board, or Canadian generally accepted auditing standards in compliance with the Canadian Public Accountability Board. Areas of expertise include companies with operations in technology, energy, manufacturing and mining in North and South America, Africa, and Southeast Asia.
Among his other responsibilities Mr. Yan-Klassen was responsible for overseeing and documenting and assessing internal controls over financial reporting for entities under audit, in accordance with the Sarbanes-Oxley Act Section 404 requirements, or Canadian generally accepted auditing standards. He implemented firm-wide independence monitoring processes to meet Canadian Public Accountability Board standards, and assisted with redesigning the internal controls and accounting processes.
In addition to the foregoing, Mr. Yan-Klassen has extensive experience in the preparation of complex deferred income tax calculations and models involving multiple tax jurisdictions and foreign currency issues, assisting real estate trusts with wind-ups and distributions, mortgage investment corporations with valuations analysis and reporting, as well as private companies and charities with assurance work including tax and information returns.
In the course of his practice, Mr. Yan-Klassen routinely assisted public companies with assurance work including quarterly and year-end filings; mortgage investment corporations with valuations analysis and reporting; and real estate trusts with wind-ups and distributions; and stock-based compensation calculations.
Mr. Yan-Klassen is a Chartered Professional Accountant (“CPA”), a Certified Management Accountant (“CMA”) and graduated with a bachelor of business administration (honors) from the Simon Fraser University in 1993.
Item 7.01 Regulation FD Disclosure
On October 26, 2018, the Company issued a press release announcing the appointment of Steve Yan-Klassen as its Chief Financial Officer. The Company will file a Form 8-K for this press release on, or before, November 1, 2018.
The information disclosed under this Item 7.01 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into any registration statement or other document to the Securities Act of 1933, as amended, except as expressly set forth in such filing.
Item 9.01 Financial Statements and Exhibits
SolarWindow Technologies, Inc. ExhibitEX-16.1 2 wndw_ex161.htm LETTER FROM PETERSON SULLIVAN wndw_ex161.htmEXHIBIT 16.1 October 26,…To view the full exhibit click here
About SolarWindow Technologies, Inc. (OTCMKTS:WNDW)
SolarWindow Technologies, Inc. is engaged in the development of transparent electricity-generating coatings for glass and flexible plastic. The Company is developing two sustainable electricity generating systems: SolarWindow and MotionPower. The Company’s SolarWindow technology provides the ability to harvest light energy from the sun and artificial sources and generate electricity from a transparent, coating of organic photovoltaic (OPV) solar cells applied to glass and plastics. As of August 31, 2016, the Company developed seven products derived from its SolarWindow technology: SolarWindow-Commercial, SolarWindow-Structural Glass, SolarWindow-Architectural Glass, SolarWindow-Residential, SolarWindow-Flex, SolarWindow-BIPV and SolarWindow Retrofit Veneer. The Company’s MotionPower technology harvests kinetic or motion energy from vehicles when they slow down before coming to a stop and converts this captured energy into electricity.
