Amended Statement of Ownership (sc 13g/a)
January 20 2017 - 3:20PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment No. 1)*
ASCENT
SOLAR TECHNOLOGIES, INC.
(Name
of Issuer)
Common
Stock, par value $0.0001 per share
(Title
of Class of Securities)
043635101
(CUSIP Number)
January
11, 2017
(Date
of Event which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨
Rule
13d-1(b)
x
Rule 13d-1(c)
¨
Rule 13d-1(d)
* The remainder of this
cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“
Act
”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).
CUSIP No. 043635101
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13G
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Page
2
of 11
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1.
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NAMES OF REPORTING PERSONS
Redwood Management, LLC
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2.
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
x
(b)
¨
|
3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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SOLE VOTING POWER
0
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6.
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SHARED VOTING POWER
85,000,000
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
86,465,855
1
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9.
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|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
86,465,855
2
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10.
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|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
x
3
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99%
4
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12.
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TYPE OF REPORTING PERSON (see instructions)
OO—Limited Liability Company
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1
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The Reporting Persons of Redwood Management, LLC, a Florida
limited liability company (“
Redwood
”), Redwood Fund III Ltd, a limited partnership organized under the laws
of the Cayman Islands (“
Fund
”), RDW Capital LLC, a Florida limited liability company (“
RDW
”),
and BOU Trust, a trust organized under the laws of the State of New Jersey (“
BOU
,” and collectively with Redwood,
Fund and RDW, the “
Reporting Persons
”), constitute a “group” which holds, in the aggregate, 105
shares of the Issuer’s Series E 7% Convertible Preferred Stock (the “
Series E Shares
”) which are convertible
into 13,009,083 shares of the Issuer’s common stock, par value $0.0001 per share (the “Common Stock”), based
on the current applicable conversion rate, 160 shares of the Issuer’s Series F 7% Convertible Preferred Stock (the “
Series
F Shares
”) which are convertible into 152,380,952 shares of Common Stock, based on the current applicable conversion
rate, and $2,701,787.46 in Convertible Promissory Notes issued by the Issuer (the “
Notes
”) which are convertible
into 2,814,361,937 shares of Common Stock, based on the current applicable conversion rate. As the aforementioned conversion rates
are variable, the exact number of shares of Common Stock which the Reporting Persons can acquire is inexact.
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3
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The conversions of the Series E Shares, Series F Shares
and the Notes are subject to a contractually stipulated 9.99% ownership restriction. The full conversion of the Series E Shares,
Series F Shares and Notes by the Reporting Persons would result in the Reporting Persons owning greater than 9.99% of the total
outstanding Common Stock of the Issuer.
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4
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Based on the total of 865,524,080 shares of Common Stock
outstanding on January 17, 2017, as per correspondence with the Issuer.
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CUSIP No. 043635101
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13G
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Page
3
of 11
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1.
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NAMES OF REPORTING PERSONS
Redwood Fund III Ltd.
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2.
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
x
(b)
¨
|
3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH
|
|
5.
|
|
SOLE VOTING POWER
0
|
|
6.
|
|
SHARED VOTING POWER
85,000,000
|
|
7.
|
|
SOLE DISPOSITIVE POWER
86,465,855
5
|
|
8.
|
|
SHARED DISPOSITIVE POWER
86,465,855
6
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
86,465,855
7
|
10.
|
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
x
8
|
11.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99%
9
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12.
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TYPE OF REPORTING PERSON (see instructions)
OO—Limited Liability Company
|
|
5
|
The Fund holds, subject to the Blocker, 105 Series E
Shares which are convertible into 13,009,083 shares of Common Stock, based on the current applicable conversion rate, and 160
Series F Shares which are convertible into 152,380,952 shares of Common Stock, based on the current applicable conversion rate.
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|
6
|
The Reporting Persons constitute a “group”
which holds, in the aggregate, 105 shares of Series E Shares which are convertible into 13,009,083 shares of Common Stock, based
on the current applicable conversion rate, 160 shares of Series F Shares which are convertible into 152,380,952 shares of Common
Stock, based on the current applicable conversion rate, and $2,701,787.46 in Notes which are convertible into 2,814,361,937 shares
of Common Stock, based on the current applicable conversion rate. As the aforementioned conversion rates are variable, the exact
number of shares of Common Stock which the Reporting Persons can acquire is inexact.
|
CUSIP No. 043635101
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|
13G
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Page
4
of 11
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1.
|
|
NAMES OF REPORTING PERSONS
RDW Capital LLC
|
2.
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
x
(b)
¨
|
3.
|
|
SEC USE ONLY
|
4.
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH
|
|
5.
|
|
SOLE VOTING POWER
85,000,000
|
|
6.
|
|
SHARED VOTING POWER
86,465,855
10
|
|
7.
|
|
SOLE DISPOSITIVE POWER
86,465,855
11
|
|
8.
|
|
SHARED DISPOSITIVE POWER
86,465,855
12
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
86,465,855
13
|
10.
|
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
x
14
|
11.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99%
15
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12.
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TYPE OF REPORTING PERSON (see instructions)
OO—Limited Liability Company
|
|
10
|
RDW holds, subject to the Blocker, 85,000,000 shares
of Common Stock and $2,475,717.39 of Notes convertible into 2,578,872,281 shares of Common Stock, based on the current applicable
conversion rate.
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CUSIP No. 043635101
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13G
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Page
5
of 11
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1.
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NAMES OF REPORTING PERSONS
BOU Trust
|
2.
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
x
(b)
¨
|
3.
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SEC USE ONLY
|
4.
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|
CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH
|
|
5.
|
|
SOLE VOTING POWER
0
|
|
6.
|
|
SHARED VOTING POWER
85,000,000
|
|
7.
|
|
SOLE DISPOSITIVE POWER
86,465,855
16
|
|
8.
|
|
SHARED DISPOSITIVE POWER
86,465,855
17
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
86,465,855
18
|
10.
|
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
x
19
|
11.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99%
20
|
12.
|
|
TYPE OF REPORTING PERSON (see instructions)
OO—Trust
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|
16
|
BOU holds, subject to the Blocker, $226,070.07 of Notes
convertible into 235,489,656 shares of Common Stock, based on the current applicable conversion rate.
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CUSIP No. 043635101
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13G
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Page
6
of 11
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Item 1.
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(a)
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Name of Issuer
Ascent Solar Technologies, Inc., a Delaware corporation.
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(b)
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Address of Issuer’s Principal Executive Offices
12300 Grant Street, Thornton, Colorado, 80241
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Item
2.
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(a)
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Name of Person Filing
Redwood, Fund, RDW and BOU (collectively, the “
Reporting
Persons
”)
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(b)
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Address of the Principal Office or, if none, residence
16850 Collins Avenue, Suite 112-341, Sunny Isles Beach,
FL 33160
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(c)
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Citizenship
Redwood is a Florida limited liability company, Fund
is a limited partnership formed under the laws of the Cayman Islands, RDW is a Florida limited liability company, and,
BOU is a Trust organized under the laws of the State of New Jersey.
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(d)
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Title of Class of Securities
Common Stock.
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(e)
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CUSIP Number
043635101
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CUSIP No. 043635101
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13G
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Page
7
of 11
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Item 3. If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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¨
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Broker or dealer registered
under section 15 of the Act (15 U.S.C. 78o).
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(b)
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¨
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Bank as defined in section 3(a)(6) of the Act
(15 U.S.C. 78c).
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(c)
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¨
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Insurance company as defined in section 3(a)(19)
of the Act (15 U.S.C. 78c).
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(d)
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¨
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Investment company registered under section
8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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¨
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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¨
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An employee benefit plan or endowment fund in
accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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¨
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A parent holding company or control person in
accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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¨
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A savings associations as defined in Section
3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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¨
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A church plan that is excluded from the definition
of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
|
¨
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Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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Item 4. Ownership.
|
(a)
|
Amount beneficially owned:
86,465,855
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(b)
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Percent of class: 9.99%
|
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(c)
|
Number of shares as to which the Reporting Persons have:
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a.
|
Sole power to vote or to direct the vote:
85,000,000
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b.
|
Shared power to vote or to direct the vote
: 85,000,000
|
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c.
|
Sole power to dispose or direct the disposition of:
86,465,855*
|
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d.
|
Shared power to dispose or direct the disposition: 86,465,855*
|
*
The Reporting Persons constitute a “group” which holds, in aggregate, 105 shares of Series E Shares which are convertible
into 13,009,083 shares of Common Stock, based on the current applicable conversion rate, 160 shares of Series F Shares which are
convertible into 152,380,952 shares of Common Stock, based on the current applicable conversion rate, and $2,701,787.46 in Notes
which are convertible into 2,814,361,937 shares of Common Stock, based on the current applicable conversion rate. As the aforementioned
conversion rates are variable, the exact number of shares of Common Stock which the Reporting Persons can acquire is inexact. The
aggregate beneficial ownership of the Reporting Persons is subject to the Blocker.
Item 5. Ownership
of Five Percent or Less of a Class.
Not Applicable.
Item 6. Ownership
of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Not applicable.
CUSIP No. 043635101
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13G
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Page
8
of 11
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Item 8. Identification
and Classification of Members of the Group.
The Reporting Persons
of Redwood, the Fund, RDW, and BOU constitute a “group”.
Item 9. Notice
of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below
the Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above were acquired and
are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing
or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant
in any transaction having that purpose or effect.
[Signatures
on Following Page]
CUSIP No. 043635101
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13G
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Page
9
of 11
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SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
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Redwood Management, LLC
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By:
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/s/ John DeNobile
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Name:
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John DeNobile
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Title:
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Manager
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RDW Capital, LLC
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By:
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/s/ John DeNobile
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Name:
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John DeNobile
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Title:
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Manager
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BOU Trust
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By:
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/s/ Alan Uryniak
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Name:
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Alan Uryniak
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Title:
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Trustee
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Redwood Fund III, Ltd.
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By:
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/s/ Gary Rogers
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Name:
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Gary Rogers
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Title:
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Manager
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CUSIP No. 043635101
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13G
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Page
10
of 11
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Exhibit A
Joint Filing Agreement
In accordance with Rule 13d-1(k) promulgated
under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting
Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G
(including amendments thereto) with respect to the shares of Common Stock, par value $0.0001 per share, of ASCENT SOLAR TECHNOLOGIES,
INC., and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number
of counterparts, all of which taken together shall constitute one and the same instrument.
CUSIP No. 043635101
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13G
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Page
11
of 11
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SIGNATURE
IN WITNESS WHEREOF,
the undersigned hereby execute this Agreement as of the 20
th
day of January, 2017.
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Redwood Management, LLC
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By:
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/s/ John DeNobile
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Name:
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John DeNobile
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Title:
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Manager
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RDW Capital, LLC
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By:
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/s/ John DeNobile
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Name:
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John DeNobile
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Title:
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Manager
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BOU Trust
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By:
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/s/ Alan Uryniak
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Name:
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Alan Uryniak
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Title:
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Trustee
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Redwood Fund III, Ltd.
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By:
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/s/ Gary Rogers
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Name:
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Gary Rogers
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Title:
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Manager
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