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): July 31, 2014 (July 28, 2014)
______________________________________________________
ASCENT SOLAR TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
______________________________________________________
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Delaware | | 001-32919 | | 20-3672603 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
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12300 Grant Street Thornton, Colorado | | 80241 |
(Address of principal executive offices) | | (Zip Code) |
Registrant's telephone number, including area code: (720) 872-5000
Not Applicable
Former name or former address, if changed since last report
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:
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o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement.
On July 29, 2014, Ascent Solar Technologies, Inc., a Delaware corporation (the “Company”), entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with SHTARD Enterprise Ltd. (the “Purchaser”) for the private placement (the “Private Placement”) of up to 12,000,000 shares of the Company’s common stock par value $0.0001 per share (the “Common Stock”).
The Private Placement is expected to occur in two tranches. For the first tranche, the Company issued 4,000,000 shares of its Common Stock to the Purchaser at a purchase price of $0.33 per share on July 29, 2014, resulting in gross proceeds of $1,320,000 to the Company. For the second tranche, the Purchaser will purchase an additional 8,000,000 shares of Common Stock. The Company expects to receive gross proceeds of $2,640,000 upon the closing of the second tranche of the Private Placement, which is expected to occur on or before August 15, 2014. No placement agent participated in the Private Placement.
The foregoing is only a brief description of the material terms of the Stock Purchase Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The foregoing does not purport to be a complete description of the rights and obligations of the parties thereunder and such description is qualified in its entirety by reference to such exhibit.
Item 1.02 Termination of a Material Definitive Agreement.
On July 18, 2014, the Company entered into a Securities Purchase Agreement (the “Note Purchase Agreement”) with Evolution Special Opportunities Ltd. II SPC, Segregated Portfolio A, Candlewood Special Situations Master Fund, Ltd., Flagler Master Fund SPC Ltd. - Class A Portfolio, CWD OC 522 Master Fund, Ltd. and Seng Wei Seow (the “Note Investors”). Pursuant to the terms of the Note Purchase Agreement, the Company planned to sell to the Note Investors an aggregate of $32,000,000 original principal amount of senior secured convertible notes (the “Notes”) and warrants (the “Warrants”) to purchase up to 26,685,729 shares of the Company’s Common Stock.
The closing of the sale of the Notes and Warrants was subject to certain conditions, including the requirement that the Company obtain a consent to the transaction from a third party under an existing agreement. This consent could not be obtained on terms that were mutually agreeable to all of the parties. Since the closing condition could not be satisfied, the Company and the Note Investors terminated the Note Purchase Agreement on July 28 and 29, 2014.
Item 3.02 Unregistered Sales of Equity Securities.
The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. All of the shares of Common Stock described in this Current Report on Form 8-K are being offered and sold to an accredited investor in reliance upon exemptions from the registration requirements under Section 4(a)(2) under the Securities Act of 1933, as amended (“Securities Act”), and Rule 506 of Regulation D promulgated thereunder.
Item 7.01 Regulation FD Disclosure.
On July 31, 2014, the Company issued a press release announcing the Private Placement and the termination of the Note Purchase Agreement. A copy of the press release is furnished as Exhibit 99.1 of this report.
The information under Item 7.01 and in Exhibit 99.1 of this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information under Item 7.01 and in Exhibit 99.1 of this Current Report on Form 8-K shall not be incorporated by reference into any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
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Item 9.01 | Financial Statements and Exhibits. |
(d) The following exhibits are filed with this report.
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Exhibit Number | | Description |
10.1 | | Stock Purchase Agreement, dated July 29, 2014, between the Company and SHTARD Enterprise Ltd. |
99.1 | | Press Release, dated July 31, 2014 |
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
This Current Report on Form 8-K contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These statements are based upon the Company’s current expectations, speak only as of the date hereof and are subject to change. All statements, other than statements of historical fact included in this Current Report on Form 8-K, are forward-looking statements. Forward-looking statements can often be identified by words such as “anticipates,” “expects,” “intends,” “plans,” “goal,” “predicts,” “believes,” “seeks,” “estimates,” “may,” “will,” “should,” “would,” “could,” “potential,” “continue,” “ongoing,” similar expressions, and variations or negatives of these words and include, but are not limited to, the amount and use of proceeds the Company expects to receive from the Private Placement and the closing of the second tranche of the Private Placement. Such forward-looking statements are inherently subject to certain risks, trends and uncertainties, many of which the Company cannot predict with accuracy and some of which the Company might not even anticipate, and involve factors that may cause actual results to differ materially and adversely from those projected or suggested. Readers are cautioned not to place undue reliance on these forward-looking statements and are advised to consider the factors listed above together with the additional factors under the heading “Forward-Looking Statements” and “Risk Factors” in the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and in other filings with the Securities and Exchange Commission. The Company undertakes no obligation to revise or update publicly any forward-looking statements for any reason, except as required by law.
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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| July 31, 2014 | | | | By: | | /s/ William M. Gregorak |
| | | | | | | | Name: William M. Gregorak |
| | | | | | | | Title: Vice President and Chief Financial Officer |
ASCENT SOLAR TECHNOLOGIES, INC.
____________________________
STOCK PURCHASE AGREEMENT
____________________________
ASCENT SOLAR TECHNOLOGIES, INC.
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is entered into as of the 29th day of July, 2014 (the “Effective Date”) by and among ASCENT SOLAR TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and the persons or entities named on the executed counterpart signature pages attached hereto (the “Purchaser”) and who are listed on Exhibit A hereto.
RECITALS
WHEREAS, the Company has authorized the sale and issuance of up to an aggregate of 12,000,000 shares of its Common Stock (the “Shares”); and
WHEREAS, the Company desires to issue and sell the Shares to Purchaser on the terms and conditions set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing, and the representations, warranties, covenants and conditions set forth below, the Company and each Purchaser, intending to be legally bound, hereby agree as follows:
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1. | AGREEMENT TO SELL AND PURCHASE. |
1.1 Authorization of Shares. The Company has authorized the sale and issuance to the Purchaser of the Shares. The Shares have the rights, preferences, privileges and restrictions set forth in the Company’s Certificate of Incorporation, as amended to date (the “Charter”).
1.2 Sale and Purchase. Subject to the terms and conditions hereof, at the Closing (as defined below), the Company hereby agrees to issue and sell to Purchaser, and Purchaser agrees to purchase from the Company, 4,000,000 Shares, at a purchase price of $0.33 per share (the “Purchase Price”).
1.3 Option for Additional Shares. Until the close of business on August 15, 2014, Purchaser shall have the option to purchase 8,000,000 additional shares from the Company at the Purchase Price. Purchaser shall exercise such option by written notice to the Company. The closing of any exercise of this option shall occur no later than three business days following Purchaser’s notice of exercise.
2.1 Closing Date. The closing of the sale and purchase of the Shares (the “Closing”) shall be held on or before July 31, 2014 (the “Closing Date”).
2.2 Delivery. At the Closing, subject to the terms and conditions hereof, the Company will deliver to the Purchaser a stock certificate representing the number of Shares to be purchased at such Closing by the Purchaser, against payment of the purchase price therefor by check or wire transfer made in accordance with the Company’s instructions.
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3. | REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY |
The Company hereby represents and warrants to the Purchaser as follows:
3.1 Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has all requisite corporate power and authority to own and operate its properties and assets, to execute and deliver this Agreement, to issue and sell the Shares, to carry out the provisions of this Agreement, and to carry on its business as presently conducted and as presently proposed to be conducted.
3.2 Authorization. All corporate action on the part of the Company, its directors and its stockholders necessary for the authorization, execution, delivery and performance of this Agreement by the Company and the performance of the Company’s obligations hereunder, including the issuance and delivery of the Shares, has been taken or will be taken prior to the issuance of the Shares. This Agreement, when executed and delivered by the Company, shall constitute valid and binding obligations of the Company enforceable in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency, the relief of debtors and, with respect to rights to indemnity, subject to federal and state securities laws.
3.3 Capitalization.
(a) The authorized capital stock of the Company consists of 250,000,000 shares of Common Stock and 25,000,000 shares of Preferred Stock. As of July 28, 2014:
(i) (1) 97,828,234 shares of Common Stock were issued and outstanding, all of which were validly issued, fully paid, nonassessable and free of preemptive rights and (2) no shares of Common Stock were held in the treasury of the Company;
(ii) 2,625,000 shares of Common Stock were issuable upon exercise of outstanding warrants;
(iii) 2,299,484 shares of Common Stock were issuable upon exercise of outstanding employee stock options granted pursuant to the Company’s stock option plans;
(iv) 630,032 shares of Common Stock were issuable upon vesting of outstanding restricted stock units to the Company’s restricted stock plans; and
(v) 212,390 shares of Series A Preferred Stock and 255 shares of Series C Preferred Stock are issued and outstanding.
Except as set forth in this Section 3.3 or the SEC Reports (as defined below), there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which the Company is a party or by which the Company is bound relating to the issued or unissued capital stock or other equity interests of the Company, or securities convertible into or exchangeable for such capital stock or other equity interests, or obligating the Company to issue or sell any shares of its capital stock or other equity interests, or securities convertible into or exchangeable for such capital stock of, or other equity interests in, the Company.
(b) The Shares, when issued, paid for and delivered in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.
3.4 Governmental Consents. All consents, approvals, orders, or authorizations of, or registrations, qualifications, designations, declarations, or filings with, any governmental authority, required on the part of the Company in connection with the valid execution and delivery of this Agreement, the offer, sale or issuance of the Shares or the consummation of any other transaction contemplated hereby shall have been obtained and will be effective at the Closing.
3.5 Compliance with Laws. To its knowledge, the Company is not in violation of any applicable statute, rule, regulation, order or restriction of any domestic or foreign government or any instrumentality or agency thereof in respect of the conduct of its business or the ownership of its properties, which violation of which would materially and adversely affect the business, assets, liabilities, financial condition, operations or prospects of the Company.
3.6 Compliance with Other Instruments. The Company is not in violation or default of any term of the Charter or its bylaws, or of any provision of any mortgage, indenture or contract to which it is a party and by which it is bound or of any judgment, decree, order or writ, other than such violation(s) that would not have a material adverse effect on the Company. The execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby or thereby will not result in any such violation or be in conflict with, or constitute, with or without the passage of time and giving of notice, either a default under any such provision, instrument, judgment, decree, order or writ or an event that results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, impairment, forfeiture, or nonrenewal of any material permit, license, authorization or approval applicable to the Company, its business or operations or any of its assets or properties.
3.7 Offering. Assuming the accuracy of the representations and warranties of the Purchasers contained in Section 4 hereof, the offer, issue, and sale of the Shares are and will be exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Act”), and have been registered or qualified (or are exempt from registration and qualification) under the registration, permit, or qualification requirements of all applicable state securities laws.
3.8 SEC Filings; Financial Statements.
(a) The Company has timely filed all forms, reports and documents (including all exhibits) required to be filed by it with the SEC since January 1, 2013 (the “SEC Reports”). The SEC Reports (i) were prepared in accordance with the requirements of the Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder and (ii) did not at the time they were filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.
(b) Each of the financial statements (including, in each case, any notes thereto) contained in the SEC Reports was prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and the Company’s books and records, and each fairly presented the financial position, results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein except as otherwise noted therein (subject, in the case of unaudited statements, to normal year-end adjustments which individually or in the aggregate did not have, and would not reasonably be expected to have, a material adverse effect on the business, operations, assets, liabilities, financial condition or results of operations of the Company). The books and records of the Company have been, and are being, maintained in accordance with applicable legal and accounting requirements in all material respects.
(c) Except as and to the extent set forth on the balance sheet of the Company as of March 31, 2014 included in the Company’s Form 10-Q for the period ended March 31, 2014, including the notes thereto, the Company has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities or obligations incurred since March 31, 2014 that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the business, operations, assets, liabilities, financial condition or results of operations of the Company.
(d) Except as expressly contemplated by this Agreement or as set forth in the SEC Reports, since March 31, 2014 through the date hereof, the Company has conducted its business in the ordinary course consistent with past practice and, since such date through the date hereof, there has not occurred any event or development that would, individually or in the aggregate, reasonably be expected to have a material adverse effect on the business, operations, assets, liabilities, financial condition or results of operations of the Company.
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4. | REPRESENTATIONS AND WARRANTIES OF THE PURCHASER |
Purchaser hereby represents and warrants to the Company as follows (provided that such representations and warranties do not lessen or obviate the representations and warranties of the Company set forth in this Agreement):
4.1 Purchase for Own Account. Purchaser represents that it is acquiring the Shares solely for its own account and beneficial interest for investment and not for sale or with a view to distribution of the Shares or any part thereof, has no present intention of selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the same, and does not presently have reason to anticipate a change in such intention.
4.2 Information and Sophistication. Purchaser hereby: (i) acknowledges that it has received all the information it has requested from the Company and it considers necessary or appropriate for deciding whether to acquire the Shares, (ii) represents that it has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Shares and to obtain any additional information necessary to verify the accuracy of the information given the Purchaser and (iii) further represents that it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of this investment.
4.3 Ability to Bear Economic Risk. Purchaser acknowledges that investment in the Shares involves a high degree of risk, and represents that it is able, without materially impairing its financial condition, to hold the Shares for an indefinite period of time and to suffer a complete loss of its investment.
4.4 Rule 144. Purchaser acknowledges and agrees that the Shares are “restricted securities” as defined in Rule 144 promulgated under the Act as in effect from time to time and must be held indefinitely unless they are subsequently registered under the Act or an exemption from such registration is available. Purchaser has been advised or is aware of the provisions of Rule 144, which permits limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions. Purchaser acknowledges that the Company has no obligation to register or qualify the Shares for resale.
4.5 Legends. Purchaser acknowledges and agrees that the Shares may bear one or all of the following legends:
(a) “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 AS AMENDED.”
(b) Any legend required by the state securities laws of any U.S. state to the extent such laws are applicable to the shares represented by the certificate so legended.
4.6 Accredited Investor Status. Purchaser is an “accredited investor” as such term is defined in Rule 501 under the Act.
4.7 Residence. If Purchaser is an individual, then Purchaser resides in the jurisdiction identified in the address of Purchaser set forth on the executed counterpart signature page attached hereto. If Purchaser is a partnership, corporation, limited partnership, limited liability company or other entity, then the office or offices of Purchaser in which its investment decision was made is located at the address or addresses of Purchaser set forth on the executed counterpart signature page attached hereto.
4.8 Further Assurances. Purchaser agrees and covenants that at any time and from time to time it will promptly execute and deliver to the Company such further instruments and documents and take such further action as the Company may reasonably require in order to carry out the full intent and purpose of this Agreement and to comply with state or federal securities laws or other regulatory approvals.
5.1 Conditions to Purchasers’ Obligations at the Closing. Purchaser’s obligations to purchase the Shares at the Closing are subject to the satisfaction, at or prior to the Closing Date, of the following conditions:
(a) Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of the Closing with the same force and effect as if they had been made as of the Closing, and the Company shall have performed all obligations and conditions herein required to be performed or observed by it on or prior to the Closing.
(b) Consents, Permits, and Waivers. The Company shall have obtained any and all consents, permits and waivers necessary or appropriate for consummation of the transactions contemplated by the Agreement, except for such as may be properly obtained subsequent to the Closing.
(c) Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated at the Closing hereby and all documents and instruments incident to such transactions shall be reasonably satisfactory in substance and form to Purchasers, and Purchasers shall have received all such counterpart originals or certified or other copies of such documents as they may reasonably request.
5.2 Conditions to Obligations of the Company. The Company’s obligation to issue and sell the Shares at the Closing is subject to the satisfaction, at or prior to the Closing Date, of the following conditions:
(a) Representations and Warranties True. The representations and warranties in Section 4 made by the Purchaser acquiring Shares hereof shall be true and correct in all material respects at the date of the Closing, with the same force and effect as if they had been made on and as of said date.
(b) Consents, Permits, and Waivers. The Company shall have obtained any and all consents, permits and waivers necessary or appropriate for consummation of the transactions contemplated by this Agreement, except for such as may be properly obtained subsequent to the Closing.
6.1 Use of Proceeds. The Company agrees that the proceeds of the sale of the Shares will be used for working capital and general corporate purposes of the Company. The Company shall not use any such proceeds to make any distributions on, or payments in respect of, any outstanding equity securities of the Company.
6.2 Binding Agreement. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, expressed or implied, is intended to confer upon any third party any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.
6.3 Governing Law. This Agreement shall be governed by and construed under the laws of the State of Colorado as applied to agreements among Colorado residents, made and to be performed entirely within the State of Colorado, without giving effect to conflicts of laws principles.
6.4 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
6.5 Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.
6.6 Notices. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed telex, electronic mail or facsimile if sent during normal business hours of the recipient, if not, then on the next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the Company at 12300 Grant Street, Thornton, CO 80241, and to the Purchaser at the address set forth on the executed counterpart signature pages attached hereto or at such other address as the Company or a Purchaser may designate by ten (10) days advance written notice to the other parties hereto.
6.7 Modification; Waiver. No modification or waiver of any provision of this Agreement or consent to departure therefrom shall be effective unless in writing and approved by the Company and the Purchaser. Any such amendment or modification shall be binding on all parties hereto.
6.8 Expenses. The Company and the Purchaser shall each bear its respective expenses and legal fees incurred with respect to this Agreement and the transactions contemplated herein; provided, however, that the Company will reimburse the Purchaser or settle directly, as directed, the reasonable expenses of counsel to the Purchaser (not to exceed in the aggregate US$15,000) in connection with this Agreement and any filings required to be made by the Purchaser as a consequence of closing of the transactions contemplated by this Agreement.
6.9 Delays or Omissions. It is agreed that no delay or omission to exercise any right, power or remedy accruing to the Purchaser, upon any breach or default of the Company under this Agreement shall impair any such right, power or remedy, nor shall it be construed to be a waiver of any such breach or default, or any acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. It is further agreed that any waiver, permit, consent or approval of any kind or character by the Purchaser of any breach or default under this Agreement, or any waiver by the Purchaser of any provisions or conditions of this Agreement must be in writing and shall be effective only to the extent specifically set forth in writing and that all remedies, either under this Agreement, or by law or otherwise afforded to the Purchaser, shall be cumulative and not alternative.
6.10 Entire Agreement. This Agreement constitutes the full and entire understanding and agreement between the parties with regard to the subjects hereof and no party shall be liable or bound to any other party in any manner by any representations, warranties, covenants and agreements except as specifically set forth herein.
[The remainder of this page is intentionally left blank.]
IN WITNESS WHEREOF, the parties have executed this STOCK PURCHASE AGREEMENT as of the date first written above.
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ASCENT SOLAR TECHNOLOGIES, INC.
By: _________________________________ Name: Title: | |
ASCENT SOLAR TECHNOLOGIES, INC.
COUNTERPART SIGNATURE PAGE TO
STOCK PURCHASE AGREEMENT
The undersigned hereby acknowledges receipt of a copy of the Stock Purchase Agreement dated July 29, 2014 (the “Purchase Agreement”), by and among ASCENT SOLAR TECHNOLOGIES, INC., a Delaware corporation, and the persons and entities named on the executed counterpart signature pages attached thereto. Pursuant to the Purchase Agreement, the undersigned is hereby purchasing the number of Shares set forth below and agrees to be bound by the provisions of the Purchase Agreement as a “Purchaser” with the same rights and obligations as a “Purchaser” thereunder.
Purchaser’s Aggregate Purchase Price: $1,320,000
Number of Shares Purchased: 4,000,000
Option Shares: 8,000,000
Purchaser’s Aggregate Option Exercise Price: $2,640,000
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Entity: |
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Name of Entity: SHTARD Enterprise Ltd. |
By: /Signature/ LI Jiuzhi |
Name: LI Jiuzhi |
Title: Director |
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Entity: |
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Name of Entity: Ascent Solar Technology, Inc. |
By: /Signature/ Kong Hian Lee |
Name: Kong Hian Lee |
Title: President and CEO |
EXHIBIT A
SCHEDULE OF PURCHASERS
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Purchaser | Shares | Purchase Price |
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SHTARD Enterprise Ltd. | 4,000,000 |
| $1,320,000 |
|
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| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
Total: | 4,000,000 |
| $1,320,000 |
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COUNTERPART SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT
Ascent Solar Announces Termination of $32 Million Secured Convertible Debt Agreement
New Common Stock Investment Secured Through Asian Investor
THORNTON, Colo.--(BUSINESS WIRE)-Ascent Solar Technologies, Inc. (NASDAQ:ASTI), a developer and manufacturer of state-of-the-art, flexible thin-film photovoltaic modules integrated into the company’s EnerPlex™ series of consumer products, announced today the transaction contemplated by the Securities Purchase Agreement announced on July 21, 2014 has been terminated.
A pre-condition to the closure of the transaction was for Ascent to obtain a consent from a third party under an existing financing agreement. This consent could not be obtained on terms that were mutually agreeable to all parties concerned, resulting in the Company and the prospective investors having to terminate the agreement.
Subsequent to the termination of this transaction, Ascent entered into a new Stock Purchase Agreement (SPA) with an Asian-based investor to sell 12 million shares of restricted common stock with no warrants at a fixed price of $0.33 per share for proceeds of $3.96 million in two tranches. This common stock will be restricted for resale until 6 months after the closure of the transaction. The first tranche consisting of 4 million shares has already closed for proceeds of $1.32 million. The second tranche consisting of 8 million shares will close by August 15th, 2014 for additional proceeds of $2.64 million. No placement agent or placement fee is involved in this transaction.
Victor Lee, President and CEO of Ascent Solar said, “We regret that the $32 million financing agreement did not go through as planned. However, the company was able to quickly secure funding with favorable terms from Asia through referral by our single largest shareholder, TFG Radiant Investment Group. It is extremely gratifying to have the support of our largest shareholder, and to know that we have access to their extensive network when needed. While this financing is not as large as the prior proposed transaction, it does provide the necessary capital infusion and foundation for us to raise additional funding to support our rapidly growing sales as was reported in our preliminary Q2 Revenue press release yesterday.”
This press release includes a summary of the general terms of the transaction. The complete terms of the financing have been included in a Form 8-K filed by Ascent Solar with the SEC on July 31, 2014.
About Ascent Solar Technologies, Inc.:
Ascent Solar Technologies, Inc. is a developer of thin-film photovoltaic modules with substrate materials that are more flexible, versatile and rugged than traditional solar panels. Ascent Solar modules can be directly integrated into consumer products and off-grid applications, as well as aerospace and building integrated applications. Ascent Solar is headquartered in Thornton, Colorado. For more information, go to www.goenerplex.com or www.ascentsolar.com.
Forward-Looking Statements:
Statements in this press release that are not statements of historical or current fact constitute “forward-looking statements.” Such forward-looking statements involve known and unknown risks, uncertainties and other unknown factors that could cause the Company's actual results to be materially different from any historical results or from any future results expressed or implied by such forward-looking statements. In addition to statements that explicitly describe these risks and uncertainties, readers are urged to consider statements that contain terms such as “believe,” “expect,” “intend,” “anticipate,” “plan,” and other words and terms of similar
meaning to be uncertain and forward-looking. The forward-looking statements contained herein are also subject generally to other risks and uncertainties that are described from time to time in the Company's filings with the SEC. The Company disclaims any intention or obligation to update or revise any financial or other projections or other forward-looking statements, whether because of new information, future events or otherwise.
Ascent Solar Technologies, Inc.
Investor Relations Contact:
CleanTech IR
Brion D. Tanous, 310-541-6824
Mobile: 424-634-8592
btanous@cleantech-ir.com
or
Ascent Solar Technologies, Inc.
Justin R. Jacobs, 1-720-872-5194
jjacobs@ascentsolar.com
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