SecProbe.io

Mail Stop 4631

February 26, 2018
Via E -Mail
John A. Conklin
President and Chief Executive Officer
Solarwindow Technologies, Inc.
10632 Little Patuxent Parkway, Suite 406
Columbia, MD  21044

Re: Solarwindow Technologies, Inc.
Registration Statement on Form S -1
Filed February 1, 2018
  File No. 333 -222809

Dear Mr. Conklin :

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply 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 these  comments, we may have  additional comments.

General

1. We note that your registration statement on Form S -1, File no. 333 -212770, has not been
updated to include your audited financial statements for the year ended August 31, 2017,
as required by Section 10(a)(3) of the Securi ties Act and your Item 512(a)(i) undertaking.
Please advise whether any offers or sales have been made under that registration
statement since December 31, 2017, the date by which information should have been
updated.  We may have further comment upon rev iew of your response.

Calculation of Registration Fee Table

2. The disclosure of the securities listed in the fee table and on the prospectus cover page
and elsewhere in the prospectus appears to contain several errors.  The prospectus cover
page refers t o 821,600 shares as underlying “Series P” instead of “Series S” warrants that

John A. Conklin
Solarwindow Technologies, Inc.
February 26, 2018
Page 2

 are exercisable for $3.42 per share.  Regarding shares previously registered for resale, the
fee table does not indicate that any of these 1,527,445 shares are still subject to t he
exercise of Series P warrants, although the prospectus cover page indicates that 86,500
shares are issuable upon exercise of Series P warrants.  Please revise as necessary to
reconcile your disclosures between the cover page and fee table, and elsewhere  in the
prospectus as necessary.

3. We note your footnote five disclosure that you are using Rule 457(g) to calculate the
registration fee.  Since the transaction you are registering is the resale of shares by selling
stockholders at market prices, the regis tration fee for these shares should be calculated
based on the highest of the price at which the warrants may be exercised or the price of
securities of the same class determined in accordance with Rule 457(c), or the last sale
reported for your securities  on OTCQB within five business days prior to the filing of
your registration statement.    Please see Rule 457(c) and (g) and revise accordingly in
your next amendment.

Shares Outstanding upon Closing of the Offering, page 4

4. Please disclose the number of shares outstanding assuming the exercise of all of the
warrants overlying shares that may be sold under this registration statement.

Risk Factors, page 7

5. We note the  first risk facto r under the heading ‘Risks related to our Business’ where you
indicate that your auditor has issued a going concern explanation in their report on your
most recent audited financial statement.   We further note the audit report included on
page F -14 which d oes not appear to include a going concern explanation.  Please revise
your filing to correct this discrepancy.

We may compete for the time and efforts of our officers and directors, page 8

6. Please clarify whether your officers and directors owe fiduciary duties to any other
companies or entities, and, if so, please revise your risk factors to disclose how such
duties may affect your business and operations.

There are warrants to purchase shares of our common stock currently outstanding, page 16

7. Please re concile the information about the number and range of exercise prices of
warrants currently outstanding with the information disclosed under “Warrants” on page
52.

John A. Conklin
Solarwindow Technologies, Inc.
February 26, 2018
Page 3

 There is a convertible note in the principal amount of $3,000,000 … page 16

8. Please disc lose the number of shares and warrants you would be obligated to issue if
KCC elected to convert the entirety of amounts owing under the 2013 Note.

We have entered into registration rights agreements with KCC …, page 16

9. Please disclose the number of shar es with respect to which KCC has registration rights.

Determination of offering price, page 18

10. Please confirm that that the underlying securities in the “units” disclosed in this section
are not being registered in this offering and clarify why the conve rsion price of units is
relevant to this offering.

Market Price of and Dividends on our Common Stock . . . , page 18

11. Please update the table to include, in addition to stock price information for the two most
recently completed fiscal years, information for any subsequent interim period for which
financial statements are required to be included.  Please see Item 201(a)(1)(ii) of
Regulation S -K.

Transactions with Related Persons . . . , page 49

12. We note disclosure that you are required to report transactions in which the amount
involved exceeds $120,000.  Please note that as a smaller reporting company, you must
disclose transactions that exceed the lesser of $120,000 or one percent of the average of
your total assets at year -end for the last two completed fiscal years.  Based on your
audited financial statements, it appears that the threshold for you to disclose related party
transactions is significantly less than $120,000.  Please see Item 404(d) of Regulation S -
K, and revise as necessary to des cribe the correct threshold and all related party
transactions meeting that threshold.

Warrants, page 52

13. We note disclosure in note 4 to the audited financial statements regarding the June 2016
private placement of units containing Series Q and Series R warrants and the March 2016
private placement of PPM Units containing Series O and Series P warrants.  Please tell us
whether the Series Q and Series O warrants were outstanding as of the date of the table,
or include them in the table.

John A. Conklin
Solarwindow Technologies, Inc.
February 26, 2018
Page 4

 Selling Stockholder table, page 57

14. We note disclosure regarding your registration rights agreement on page 60 that your
failure to file any required registration statements would result in penalties requiring you
to issue additional shares of common stock.  Pleas e disclose here whether you failed to
file any required registration statements and whether amounts owned by selling
shareholders include any additional shares of common stock you were required to issue.

Plan of Distribution, page 59

15. We note disclosure t hat your selling stockholders may sell shares of your common stock
short.  Please add a new risk factor with discussion of the effects of short selling on the
market price of your common stock.

Experts, page 60

16. You indicate that your consolidated financi al statements for the fiscal years ended August
31, 201 6 and 2015 have been audited by Peterson Sullivan, LLP.   Please revise your
disclosure to indicate that your consolidated financial statements for the fiscal years
ended August 31, 2017 and 2016 have b een audited by Peterson Sullivan, LLP.

Item 14.  Indemnification of Officers and Directors, page II -2

17. We note disclosure that your bylaws “contain broad indemnification provisions”.  Please
briefly elaborate to state the general effect of your bylaws under which any controlling
persons, director or officer is insured or indemnified in any manner against liability
which he may incur in his capacity as such.  See Item 702 of Regulation S -K.

Item 16. Exhibits, page II -6

18. We note disclosure of your wholly  owned subsidiaries, Kinetic Energy Corporation and
New Energy Solar Corporation on page F -5.  Please add Exhibit 21 to the exhibit list and
file exhibit 21 with your next amendment.  See Item 601(b)(21) of Regulation S -K.

We remind you that the company a nd its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Refer to Rules 460 and 461 regarding requests for  acceleration .  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

John A. Conklin
Solarwindow Technologies, Inc.
February 26, 2018
Page 5

 You may contact Ernest Greene, Staff Accountant at (202) 551 -3733  or, in his absence,
Mindy Hooker, Staff Accountant  at (202) 551 -3732  if you h ave questions regarding comments
on the financial statements and related matters.  Please contact Sherry Haywood, Staff Attorney
at (202) 551 -3345  or, in her absence,  me at (202) 551 -3760  with any other questions.

Sincerely,

 /s/ Pamela Long

 Pamela Long
 Assistant Director
Office of Manufacturing and
Construction

Cc: Via E -Mail
 Joseph Sierchio