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SEC Comment Letter for SolarWindow Technologies, Inc. (WNDW) (CIK 0001071840) (WNDW) — Aug 10, 2016

SolarWindow Technologies, Inc. (WNDW) (CIK 0001071840)
Date: Aug. 10, 2016 · CIK: 0001071840 · Accession: 0000000000-16-088189

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File numbers found in text: 333-212770

Date
August 10, 2016
Author
/s/ Asia Timmons -Pierce, for
Form
UPLOAD
Company
SolarWindow Technologies, Inc. (WNDW) (CIK 0001071840)

Letter

Mail Stop 4631 August 10, 2016 Via E -mail John A Conklin President and Chief Executive Officer SolarWindow Technologies, Inc. 10632 Little Patuxet Parkway, Suite 406 Columbia, Maryland 21044

Re: SolarWindow Technologies , Inc. Registration Statement on Form S-1 Filed July 29, 2016 File No. 333-212770

Dear Mr. Conklin :

We have limited our review of your registration statement to those issues w e have addressed in our comment .

Please respond to this letter by amending your registration statement and providing the requested information . If you do not believe our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your registration statement and the information you provide in response to this comment , we may have additional comments.

Item 15. Recent Sales of Unregistered Securities

1. We note your disclosure r egarding recent sales of unregistered securities. For example, on page 7 you reference the “6/2016 Offering” and the “3/2016 Offering” and on page 30 you reference the “June 2016 Private Placement.” Please revise to provide the information required by It em 701 of Regulation S -K.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Act of 193 3 and all applicable Securities Act rules requ ire. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

John A. Conklin SolarWindow Technologies, Inc. August 10, 2016 Page 2

Notwithstanding our comments, in the event you request ac celeration of the effective date of the pending registration statement , please provide a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it do es not foreclose the Commission from taking any action with respect to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please refer to Rules 460 and 461 regarding reques ts for acceleration . We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.

Please contact Chris Ronne, Staff Attorney , at (202) 551 -6156 or me at (202) 551 -3754 with any questions.

Sincerely,
/s/ Asia Timmons -Pierce, for

Show Raw Text
Mail Stop 4631

August 10, 2016

Via E -mail
John A Conklin
President and Chief Executive Officer
SolarWindow Technologies, Inc.
10632 Little Patuxet Parkway, Suite 406
Columbia, Maryland 21044

Re: SolarWindow Technologies , Inc.
  Registration Statement on Form S-1
Filed  July 29, 2016
  File No.  333-212770

Dear Mr. Conklin :

We have limited our review of your registration statement to those issues w e have
addressed in our comment .

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comment applies  to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why  in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to this comment , we may have additional comments.

Item 15.  Recent Sales of Unregistered Securities

1. We note your disclosure r egarding recent sales of unregistered securities.  For example,
on page 7 you reference the “6/2016 Offering” and the “3/2016 Offering” and on page 30
you reference the “June 2016 Private Placement.”  Please revise to provide the
information required by It em 701 of Regulation S -K.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules requ ire.  Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

John A. Conklin
SolarWindow Technologies, Inc.
August 10, 2016
Page 2

 Notwithstanding our comments, in the event you request ac celeration of the effective date
of the pending registration statement , please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it do es not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding reques ts for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities  Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective  date of the
registration statement.

Please contact  Chris Ronne, Staff Attorney , at (202) 551 -6156 or me at (202) 551 -3754
with any questions.

Sincerely,

 /s/ Asia Timmons -Pierce, for

Pamela A. Long
Assistant Director
Office of Manufacturing an d
Construction

cc: Joseph Sierchio, Esq.