Statement of Beneficial Ownership (sc 13d)
January 15 2021 - 5:25PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
Ascent
Solar Technologies, Inc.
(Name
of Issuer)
Common
Stock, Par Value $0.0001
(Title
of Class of Securities)
043635408
(CUSIP
Number)
TubeSolar
AG
Berliner
Allee 65, D – 86153
Augsburg,
Germany
Attention:
Mr. Jüergen Gallina
+49
821 899 8305 2
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
January
4, 2021
(Date
of Event which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(e), 1(f) or 1(g), check the following box. [ ]
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule
13d-7 for other parties to whom copies are to be sent.
*
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. 043635408
|
Schedule
13D
|
Page
2 of 6 pages
|
1.
|
Names
of Reporting Persons.
TubeSolar
AG
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions).
(a)
[X] (b) [ ]
|
3.
|
SEC
Use Only
|
4.
|
Source
of Funds (See Instructions)
WC
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ]
|
6.
|
Citizenship
or Place of Organization
Germany
|
Number
of Shares
Beneficially
Owned by
Each
Reporting Person
With
|
7.
|
Sole
Voting Power
25,000,000,000
Common Shares(1) (See Item 5)
|
8.
|
Shared
Voting Power
|
9.
|
Sole
Dispositive Power
25,000,000,000
Common Shares(1) (See Item 5)
|
10.
|
Shared
Dispositive Power
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
25,000,000,000
Common Shares
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
|
13.
|
Percent
of Class Represented by Amount in Row (11)
58.0%(2)
|
14.
|
Type
of Reporting Person (See Instructions)
CO
|
(1)
|
TubeSolar
AG is the current owner of 2,500 Series 1A Preferred Stock of the Issuer (the “Preferred Shares”), which
are convertible into 25,000,000,000 shares of common stock, par value $0.0001 per share, of the Issuer (the “Common
Shares”).
|
(2)
|
Percentage
calculated based on 18,102,583,471 Common Shares issued and outstanding as of December 28, 2020, as reported in the Issuer’s
Current Report on Form 8-K filed on December 28, 2020, and 25,000,000,000 Common Shares issuable upon conversion of the Preferred
Shares beneficially owned by TubeSolar AG.
|
CUSIP
No. 043635408
|
Schedule
13D
|
Page
3 of 6 pages
|
1.
|
Names
of Reporting Persons.
Bernd
Förtsch
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions).
(a)
[X] (b) [ ]
|
3.
|
SEC
Use Only
|
4.
|
Source
of Funds (See Instructions)
WC
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ]
|
6.
|
Citizenship
or Place of Organization
Germany
|
Number
of Shares
Beneficially
Owned by
Each
Reporting Person
With
|
7.
|
Sole
Voting Power
50,000,000,000(1)
Common Shares (See Item 5)
|
8.
|
Shared
Voting Power
|
9.
|
Sole
Dispositive Power
50,000,000,000(1)
Common Shares (See Item 5)
|
10.
|
Shared
Dispositive Power
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
50,000,000,000(1)
Common Shares (See Item 5)
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
|
13.
|
Percent
of Class Represented by Amount in Row (11)
73.4%(2)
|
14.
|
Type
of Reporting Person (See Instructions)
IN
|
(1)
|
Mr.
Förtsch indirectly owns a controlling interest in TubeSolar AG, and is the 100% indirect beneficial owner of Crowdex Investment,
LLC, which currently owns beneficially 25,000,000,000 Common Shares.
|
(2)
|
Percentage
calculated based on 18,102,583,471 Common Shares issued and outstanding as of December 28, 2020, as reported in the Issuer’s
Current Report on Form 8-K filed on December 28, 2020, and 50,000,000,000 Common Shares issuable upon conversion of
the Preferred Shares beneficially owned by Mr. Förtsch.
|
CUSIP
No. 043635408
|
Schedule
13D
|
Page
4 of 6 pages
|
Item
1.
|
Security
and Issuer.
|
This
Schedule 13D relates to the common stock, par value $0.0001 per share (the “Common Shares”), and the Series
1A Preferred Stock, par value $0.0001 per share (the “Preferred Shares”), of Ascent Solar Technologies, Inc.,
a Delaware corporation (the “Issuer”), whose principal executive offices are located at 12300 Grant Street,
Thornton, Colorado 80241. The Issuer’s Common Shares are listed for trading on the Over the Counter Market under the symbol
“ASTI.”
Item
2.
|
Identity
and Background.
|
(a)-(c)
This Schedule 13D is being filed by the following reporting persons: (i) TubeSolar AG, a German public limited company (“TubeSolar”),
which is a developer of photovoltaic thin-film tubes, and (ii) Bernd Förtsch, a citizen of Germany (collectively, the “Reporting
Persons”). The agreement between the Reporting Persons relating to the joint filing of this Schedule 13D is attached
hereto as Exhibit 99.1. The address for each of the Reporting Persons is Berliner Allee 65, D – 86153, Augsburg, Germany.
(d)-(e)
During the last five years, none of the Reporting Persons nor, to the knowledge of the Reporting Persons, any of the persons listed
below under Item 2(f), (1) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors)
or (2) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)
The name of each director and executive officer of TubeSolar is set forth below. Each such person is a German citizen with a business
address at Berliner Allee 65, D – 86153, Augsburg, Germany.
Reiner
Egner – Member, Management Board
Jüergen
Gallina – Member, Management Board
Stefan
Schuetze – Board of Directors (Supervisory Board)
Jeanette
Steinbach – Board of Directors (Supervisory Board)
Herbert
Seuling – Board of Directors (Supervisory Board)
Item
3.
|
Source
and Amount of Funds or Other Consideration.
|
The
information set forth in or incorporated by reference in Items 4 and 5 of this Schedule 13D is incorporated by reference in its
entirety into this Item 3. The source of the funds used by TubeSolar to acquire the Preferred Shares was working capital, a
portion of which was provided indirectly by Bernd Förtsch.
Item
4.
|
Purpose
of Transaction.
|
On
January 4, 2021, TubeSolar entered into a Securities Purchase Agreement with the Issuer for the purchase of 2,500 Preferred Shares
in exchange for $2,500,000 of gross proceeds. The 2,500 Preferred Shares are convertible into 25,000,000,000 Common Shares of
the Issuer. A copy of the Securities Purchase Agreement is filed herewith as Exhibit 99.2 and is incorporated herein by this reference.
CUSIP
No. 043635408
|
Schedule
13D
|
Page
5 of 6 pages
|
Item
5.
|
Interest
in Securities of the Issuer.
|
(a)–(b)
The following information with respect to the ownership of Common Shares by the Reporting Persons is provided as of the date of
this filing:
Reporting
Persons
|
|
Common
Shares
Beneficially Owned
|
|
|
Shared
Voting
Power
|
|
|
Shared
Dispositive
Power
|
|
|
Beneficial
Ownership
|
|
|
Percentage(1)
|
|
TubeSolar AG
|
|
|
25,000,000,000
|
|
|
|
0
|
|
|
|
0
|
|
|
|
25,000,000,000
|
|
|
|
58.0
|
|
Bernd Förtsch
|
|
|
50,000,000,000
|
|
|
|
0
|
|
|
|
0
|
|
|
|
50,000,000,000
|
|
|
|
73.4
|
|
(1)
|
Percentage
calculated based on 18,102,583,471 Common Shares issued and outstanding as of December 28, 2020, as reported in the Issuer’s
Form 8-K filed on December 28, 2020.
|
(c)
Except as set forth below, to the knowledge of the Reporting Persons with respect to the persons named in response to Item 5(a)-(b),
none of the persons named in response to Item 5(a)-(b) has effected any transactions in the Common Shares during the past 60 days.
Crowdex
Investment, LLC (“Crowdex”), which is 100% indirectly owned by Mr. Förtsch, purchased 2,000 Preferred
Shares from the Issuer on September 22, 2020, and purchased a $500,000 convertible note from the Issuer on November 27,
2020, which is convertible into 5,000,000,000 Common Shares.
(d)
Except as disclosed in Item 2, no person is known to the Reporting Persons to have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, any securities covered by this Schedule 13D.
(e)
Not applicable.
Item
6.
|
Contracts,
Arrangement, Understandings or Relationships with Respect to Securities of the Issuer.
|
Not
applicable.
Item
7.
|
Materials
to be Filed as Exhibits.
|
Exhibit 99.1 Joint Filing Agreement among the Reporting Persons.
Exhibit 99.2 Securities Purchase Agreement, dated January 4, 2021, by and between the Issuer and TubeSolar AG (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the Issuer on January 6, 2021).
CUSIP
No. 043635408
|
Schedule
13D
|
Page
6 of 6 pages
|
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.
Date:
January 14, 2021
|
TUBESOLAR
AG
|
|
|
|
|
By:
|
/s/
Jüergen Gallina
|
|
Name:
|
Jüergen Gallina
|
|
Its:
|
Manager
|
Date:
January 14, 2021
|
By:
|
/s/
David Peterson, on behalf of Bernd Förtsch
|
|
|
Bernd
Förtsch
|