Item 1.01 Entry into a Material Definitive Agreement.
Offering of Convertible Note
On August 1, 2018, Ascent Solar Technologies, Inc., a Delaware corporation (the “Company”), entered into a note purchase (the “Note SPA”) with Power Up Lending Group LTD. (“Investor”), for the private placement of a $130,000 Convertible Promissory Note (“Note”).
On August 2, 2018, the Company received $130,000 of gross proceeds from the offering of the Note.
Terms of the Convertible Note
The aggregate principal amount of the Note (together with accrued interest) will mature on August 1, 2019.
Beginning in February 2019, the Investor shall have the option to convert all or a portion of the amounts outstanding under the Note, into shares of the Company's Common Stock. Conversions into Common Stock shall be calculated using a variable conversion price equal to 65% of the average of the three lowest closing bid prices for the shares over the prior ten day trading period immediately preceding the conversion.
Shares of Common Stock may not be issued pursuant to the Note if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of 4.99% of the outstanding shares of Common Stock.
The Note bears interest at a rate of 8% per annum. The interest rate increases to 22% in the event of a default under the Note.
The Notes contain standard and customary events of default including but not limited to: (i) failure to make payments when due under the Note, and (ii) bankruptcy or insolvency of the Company.
There are no registration rights applicable to the Notes.