Attached files
| file | filename |
|---|---|
| EX-99.1 - PRESS RELEASE - SolarWindow Technologies, Inc. | nene_ex991.htm |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
March 1, 2013
Date of Report (Date of earliest event reported)
New Energy Technologies, Inc.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation)
333-127953
(Commission File Number)
59-3509694
(I.R.S. Employer Identification No.)
9192 Red Branch Rd.
Suite 110
Columbia, Maryland 20866
(Address of principal executive offices)
(800) 213-0689
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
SECTION 7. Regulation FD
Item 7.01 Regulation FD Disclosure
On March 6, 2013, New Energy Technologies, Inc. (the “Company”) issued a press release in which the Company announced that it has entered into Phase 2 of its Cooperative Research and Development Agreement with the U.S. Department of Energy’s National Renewable Energy Laboratory to advance the development of the Company’s SolarWindowTM technology, capable of generating electricity on see-thru glass. This news release is attached as Exhibit 99.1 to this Form 8-K.
Except for the historical information presented in this document, the matters discussed in this Form 8-K, or otherwise incorporated by reference into this document, contain “forward-looking statements” (as such term is defined in the Private Securities Litigation Reform Act of 1995). These statements are identified by the use of forward-looking terminology such as “believes,” “plans,” “intend,” ”scheduled,” “potential,” “continue,” “estimates,” “hopes,” “goal,” “objective,” “expects,” “may,” “will,” “should” or “anticipates” or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy that involve risks and uncertainties. The safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, apply to forward-looking statements made by the Registrant. The reader is cautioned that no statements contained in this Form 8-K should be construed as a guarantee or assurance of future performance or results. These forward-looking statements involve risks and uncertainties, including those identified within this Form 8-K. The actual results that the Registrant achieves may differ materially from any forward-looking statements due to such risks and uncertainties. These forward-looking statements are based on current expectations, and the Registrant assumes no obligation to update this information. Readers are urged to carefully review and consider the various disclosures made by the Registrant in this Form 8-K and in the Registrant's other reports filed with the Securities and Exchange Commission that attempt to advise interested parties of the risks and factors that may affect the Registrant's business.
Note: Information in this report furnished pursuant to Item 7 shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in this current report shall not be incorporated by reference into any registration statement pursuant to the Securities Act of 1933, as amended. The furnishing of the information in this current report is not intended to, and does not, constitute a representation that such furnishing is required by Regulation FD or that the information this current report contains is material investor information that is not otherwise publicly available.
SECTION 8. Other Events
Item 8.01 Other Events
On March 1, 2013, John Conklin, the Company’s President and Chief Executive Officer adopted a stock trading plan in accordance with the guidelines specified in Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. Under the trading plan, Mr. Conklin’s 253,333 vested options issued to him pursuant to the Company’s 2006 Incentive Stock Plan may be exercised and shares of the Company’s common stock owned by Mr. Conklin will be sold on his behalf by an independent broker upon the achievement of pre-specified price targets. Although the trading plan was adopted on March 1, 2013, no trades will be made until at least April 1, 2013.
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The plan was adopted in accordance with guidelines specified under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. Rule 10b5-1 permits individuals who are not in possession of material, non-public information at the time the plan is adopted to establish pre-arranged plans to buy or sell company stock. Using these plans, individuals can prudently and gradually diversify their investment portfolios over an extended period of time.
The Company undertakes no obligation to report on Form 8-K any Rule 10b5-1 plans that may be adopted by any of its officers, directors or shareholders or to report on Form 8-K any modifications or termination of any publicly announced trading plans, except to the extent required by law.
SECTION 9. Financial Statements and Exhibits
The following exhibits are furnished as part of this report:
| Number | Description | |
| 99.1 | Press Release dated March 6, 2013 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on March 11, 2013.
| New Energy Technologies, Inc. | |||
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By:
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/s/ John Conklin | |
| John Conklin | |||
| President & Chief Executive Officer | |||
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