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): August 28, 2019 (August 22, 2019)
 
 
 
 
 
 
 
 
 
 
 
ASCENT SOLAR TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Delaware
 
001-32919
 
20-3672603
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
 
 
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:
 
 
 
¨
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))
Title of Each Class
Trading Symbol(s)
Name of Exchange on Which Registered
Common
ASTI
OTC

 
 
 
¨
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.

Exchange of Outstanding Promissory Notes for Unsecured Convertible Note
    
On August 22, 2019, Ascent Solar Technologies, Inc., a Delaware corporation (the “Company”), entered into a securities exchange agreement (the “Exchange Agreement”) with Baybridge Capital Fund, L.P. (“Investor”).

Pursuant to the terms of the Exchange Agreement, Investor agreed to surrender and exchange an outstanding promissory note with principal balances of $323,400 (including accrued interest). In exchange, the Company issued to Investor an unsecured convertible
note with a principal amount of $400,000 (the “Exchange Note”).

Terms of the Exchange Note

The Exchange Note will mature on August 22, 2020. Principal and interest on the Exchange Note will be payable in a lump sum on August 22, 2020.

The Exchange Note will bear interest at a rate of 12% per annum. The interest rate increases to 18% in the event of a default under the Exchange Note.

The Exchange Note contains standard and customary events of default including but not limited to: (i) failure to make payments when due under the Exchange Note, and (ii) bankruptcy or insolvency of the Company.

Investor shall have the right, from and after the date of issuance of the Exchange Note and then at any time until the Exchange Note is fully paid, to convert any outstanding and unpaid principal and interest into shares of Common Stock at a variable conversion price equal to the lesser of (i) a price equal to $0.0005, or (ii) 65% of the lowest closing bid price for the shares over the prior five trading days.

Conversion to shares of Common Stock may not be issued pursuant to the Exchange 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 Exchange Note is not secured.

* * * * * *

The foregoing description of the Exchange Note is a summary and is qualified in its entirety by reference to the document attached hereto as Exhibit 10.2, which document is incorporated herein by reference.

Offering of Unsecured Non-Convertible Note

On August 22, 2019, Ascent Solar Technologies, Inc., a Delaware corporation (the “Company”), issued to Baybridge Capital Fund, L.P. (“Investor”) a $65,000 aggregate principal amount non-convertible promissory note (“Note”).

The Company has received $45,000 of gross proceeds from the offering of the Note.

Terms of Note

The aggregate principal amount of the Note (together with accrued interest) will mature on February 22, 2020.

The Note bears interest at a rate of 12% per annum. The interest rate increases to 18% in the event of a default under the Note.

The Note contains 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.

* * * * * *

The foregoing description of the Note is a summary and is qualified in its entirety by reference to the document attached hereto as Exhibit 10.3, which document is 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 of this Current Report on Form 8-K is incorporated herein by reference.



Item 3.02 Unregistered Sales of Equity Securities.
All of the securities described in this Current Report on Form 8-K were or will be offered and sold in reliance upon exemptions from registration pursuant to Sections 3(a)(9) and 4(a)(2) under the Securities Act of 1933, as amended (“Securities Act”), and Rule 506 of Regulation D promulgated thereunder. The offerings were made to “accredited investors” (as defined by Rule 501 under the Securities Act).








 Item 9.01 Financial Statements and Exhibits.
 
 
 
 
 
(d)
Exhibits
 
 
 

Exhibit
Number
 
Description
 
 
 
 
 
10.1
 
 
10.2
 
 
10.3
 
 
 
 
 








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.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
ASCENT SOLAR TECHNOLOGIES, INC.
 
 
 
 
August 28, 2019
 
 
 
By:
 
/s/ Victor Lee
 
 
 
 
 
 
 
 
Name: Victor Lee
 
 
 
 
 
 
 
 
Title: Chief Executive Officer





Ascent Solar Technologies (PK) (USOTC:ASTI)
Historical Stock Chart
From Jun 2020 to Jul 2020 Click Here for more Ascent Solar Technologies (PK) Charts.
Ascent Solar Technologies (PK) (USOTC:ASTI)
Historical Stock Chart
From Jul 2019 to Jul 2020 Click Here for more Ascent Solar Technologies (PK) Charts.