Item 1.01 Entry into a Material Definitive Agreement.
Offering of Series1A Convertible Preferred Stock
On September 22, 2020, Ascent Solar Technologies, Inc., a Delaware
corporation (the “Company”), entered into a securities purchase agreement (“Series 1A SPA”) with Crowdex
Investments, LLC, a private investor (“Investor”), for the private placement of up to $5,000,000 of the Company’s
newly designated Series 1A Convertible Preferred Stock (“Series 1A Preferred Stock”).
The Company sold 2,000 shares of Series 1A Preferred Stock to Investor
in exchange for $2,000,000 of gross proceeds at an initial closing under the Series 1A SPA on September 22, 2020.
The Company will sell an additional 3,000 shares of Series 1A Preferred
Stock to Investor in exchange for $3,000,000 of gross proceeds at a second closing under the Series 1A SPA on November 20, 2020.
The proceeds of the offering of Series 1A Preferred Stock will be
used for the Company’s general corporate purposes.
There are no registration rights applicable to the Series 1A Preferred
Stock.
Terms of the Series 1A Preferred Stock
The Company has filed a Certificate of Designations of Preferences,
Rights and Limitations of Series 1A Preferred Stock (“Certificate of Designation”) with the Secretary of State of the
State of Delaware.
Rank
The Certificate of Designation provides that the Series 1A Preferred
Stock ranks senior to the common stock with respect to dividends and rights upon liquidation.
Voting Rights
On any matter presented to the stockholders of the Company for their
action or consideration at any meeting of stockholders of the Company (or by written consent of stockholders in lieu of meeting),
each holder of outstanding shares of Series 1A Preferred Stock shall be entitled to cast the number of votes equal to the number
of whole shares of Common Stock into which the outstanding shares of Series 1A Preferred Stock held by such holder are convertible
as of the record date for determining stockholders entitled to vote on such matter. Except as provided by law or by the other provisions
of the Series 1A Preferred Stock, holders of Series 1A Preferred Stock shall vote together with the holders of Common Stock as
a single class and on an as-converted to Common Stock basis.
Dividends
Holders of the Series 1A Preferred Stock will not be entitled to
any fixed rate of dividends. If the Company pays a dividend or otherwise makes a distribution or distributions payable on shares
of Common Stock, then the Company shall pay such dividend or make such distribution to the holders of the Series 1A Preferred Stock
in such amounts as each share of Series 1A Preferred Stock would have been entitled to receive if such share of Series 1A Preferred
Stock was converted into shares of Common Stock at the time of payment of such stock dividend or distribution.
Conversion Rights
Shares of the Series 1A Preferred Stock will be convertible at the
option of the holder into common stock at a fixed conversion price equal to $0.0001.
Redemption
There is no scheduled or mandatory redemption for the Series 1A
Preferred Stock. There is no redemption for the Series 1A Preferred Stock exercisable (i) at the option of the Investor, or (ii)
at the option of the Company.
Liquidation Value
Upon our liquidation, dissolution or winding up, holders of Series
1A Preferred Stock will be entitled to be paid out of our assets, prior to the holders of our common stock, an amount equal to
$1,000 per share plus any accrued but unpaid dividends (if any) thereon.
* * * * * * * * * *
The foregoing is only a brief description of the material terms
of the Series 1A SPA and the Certificate of Designation, each of which is filed as an exhibit to this Current Report on Form 8-K
and 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 descriptions are qualified in their entirety by reference to such exhibits.