Current Report Filing (8-k)
30 March 2023 - 9:08PM
Edgar (US Regulatory)
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0001350102
2023-03-29
2023-03-29
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UNITED STATES
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
Date of Report (Date of earliest
event reported): March 29, 2023
ASCENT SOLAR TECHNOLOGIES, INC.
(Exact name of registrant
as specified in its charter)
Delaware |
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001-32919 |
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20-3672603 |
(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
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12300 Grant Street |
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Thornton, CO 80241 |
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(Address of principal executive offices) |
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(720) 872-5000 |
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(Registrant’s telephone number, including area code) |
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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:
☐ | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
☐ | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Securities registered pursuant
to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Common |
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ASTI |
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Nasdaq Capital Market |
Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed by Ascent Solar Technologies,
Inc. (the “Company”) in its Current Report on Form 8-K dated December 20, 2022, on December 19, 2022, the Company entered
into a Securities Purchase Contract (the “Securities Purchase Contract”) with two institutional investors (each, an “Investor”
and collectively, the “Investors”) for the issuance to the Investors of $12,500,000 in aggregate principal amount of Senior
Secured Original Issue 10% Discount Convertible Advance Notes pursuant to a direct registered offering (the “Registered Advance
Notes”) and $2,500,000 in aggregate principal amount of Senior Secured Original Issue 10% Discount Convertible Advance Notes in
a concurrent private placement (the “Private Placement Advance Notes” and, together with the Registered Advance Notes, the
“Advance Notes”).
On March 29, 2023, the Company and each of the Investors
entered into a Waiver and Amendment Agreement (the “Amendment”) relating to the Securities Purchase Contract and the Advance
Notes to waive any event of default arising under Section 2.1 of the Advance Notes relating to the Company’s receipt of notice from
the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that the Company is not in compliance
with the $1.00 Minimum Bid Price requirement set forth in Nasdaq Listing Rule 5550(a)(2) (the “$1.00 Minimum Bid Price Requirement”)
for continued listing on The Nasdaq Capital Market (the “Specified Default”).
Pursuant to the Amendment, the Company and each of the Investors agreed
to waive the Specified Default and further agreed to the amend the Advance Notes to provide that (i) the new “Floor Price”
for all purposes of the Advance Notes is $0.20 per share of the Company’s common stock, (ii) until the Company regains compliance
with the $1.00 Minimum Bid Price Requirement, “Conversion Price” under the Advance Notes will mean the “Alternative
Conversion Price” (as defined in the Advance Notes) and (iii) the Company will make certain prepayments of the Advance Notes held
by the Investors on the following dates and in the following aggregate cash amounts, at a price equal to 100% of the principal amount
of the Advance Notes to be repaid plus accrued and unpaid interest thereon (if any). The Company's failure to comply with the terms of the Amendment would constitute an Event of Default under the Advance Notes.
Prepayment Date | |
Aggregate
Prepayment Amount | |
April 3, 2023 | |
$ | 333,333.33 | |
April 18, 2023 | |
$ | 250,000.00 | |
May 18, 2023 | |
$ | 583,333.33 | |
June 19, 2023 | |
$ | 583,333.34 | |
July 18, 2023 | |
$ | 250,000.00 | |
Total | |
$ | 2,000,000.00 | |
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by the full text of the Amendment,
which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant
The information contained in Item 1.01 is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
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.
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ASCENT SOLAR TECHNOLOGIES, INC. |
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March 29, 2023 |
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By: |
/s/ Paul P. Warley |
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Name: Paul P. Warley |
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Title: Chief Financial Officer |
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