SCHEDULE
13D
CUSIP
No. 043635606 |
Page
2 of 8 pages |
1 |
NAMES
OF REPORTING PERSONS. BD 1 INVESTMENT HOLDING, LLC |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
[X]
(b)
[ ] |
3 |
SEC
USE ONLY |
4 |
SOURCE
OF FUNDS (see instructions) WC
|
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
|
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION DELAWARE, USA |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER 15,933,334 Common Shares(1) (See Item 5)
|
8 |
SHARED
VOTING POWER 0 Common Shares |
9 |
SOLE
DISPOSITIVE POWER 15,933,334 Common Shares(1) (See Item 5) |
10 |
SHARED
DISPOSITIVE POWER 0 Common Shares |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PARTY
15,933,334
Common Shares(1) |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 52.1%(2) |
14 |
TYPE
OF REPORTING PERSON* CO |
(1)
Includes Common Shares issued upon the conversion by BD 1 Investment Holding, LLC (“BD1”) of two unsecured
convertible promissory notes with principal amounts of $7,740,000 and $160,000 into Common Shares at a conversion price per share of
$0.50 on February 1, 2022. The conversion price was adjusted to reflect a reverse stock split of the Issuer’s Common Shares
at a ratio of 1-5,000 on January 28, 2022.
(2)
Percentage calculated based on 30,609,249 Common Shares issued and outstanding as of February 7, 2022, as reported in the Issuer’s
Current Report on Form 8-K filed on February 8, 2022.
SCHEDULE
13D
CUSIP
No. 043635606 |
Page
3 of 8 pages |
1 |
NAMES
OF REPORTING PERSONS. JOHANNES KUHN |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
[X]
(b)
[_] |
3 |
SEC
USE ONLY
|
4 |
SOURCE
OF FUNDS (see instructions) WC |
5 |
CHECK
BOX 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 15,933,334 Common Shares(1) (See Item 5) |
8 |
SHARED
VOTING POWER 0 Common Shares |
9 |
SOLE
DISPOSITIVE POWER 15,933,334 Common Shares(1) (See Item 5) |
10 |
SHARED
DISPOSITIVE POWER 0 Common Shares |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PARTY
15,933,334
Common Shares(1) |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 52.1%(2) |
14 |
TYPE
OF REPORTING PERSON* IN |
(1)
Mr. Johannes Kuhn is the 100% beneficial owner of BD1.
(2)
Percentage calculated based on 30,609,249 Common Shares issued and outstanding as of February 7, 2022, as reported in the Issuer’s
Current Report on Form 8-K filed on February 8, 2022.
SCHEDULE
13D
CUSIP
No. 043635606 |
Page
4 of 8 pages |
1 |
NAMES
OF REPORTING PERSONS. UTE KUHN |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
[X]
(b)
[_] |
3 |
SEC
USE ONLY |
4 |
SOURCE
OF FUNDS (see instructions) WC |
5 |
CHECK
BOX 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 15,933,334 Common Shares(1) (See Item 5) |
8 |
SHARED
VOTING POWER 0 Common Shares |
9 |
SOLE
DISPOSITIVE POWER 15,933,334 Common Shares(1) (See Item 5) |
10 |
SHARED
DISPOSITIVE POWER 0 Common Shares |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PARTY
15,933,334 Common Shares(1) |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 52.1%(2) |
14 |
TYPE
OF REPORTING PERSON* IN |
(1)
Mrs. Ute Kuhn is the 100% beneficial owner of BD1.
(2)
Percentage calculated based on 30,609,249 Common Shares issued and outstanding as of February 7, 2022, as reported in the Issuer’s
Current Report on Form 8-K filed on February 8, 2022.
SCHEDULE
13D
CUSIP
No. 043635606 |
Page
5 of 8 pages |
Background.
The undersigned hereby file this Amendment No.4 (the “Amendment”) to the Schedule 13D filed by BD 1 Investment Holding,
LLC, a Delaware limited liability company (“BD1”), Mr. Johannes Kuhn, a citizen of Germany, and Mrs. Ute Kuhn, a citizen
of Germany and the spouse of Mr. Kuhn (together, the “Reporting Persons”), on December 29, 2020, as amended by Amendment
No. 1 to the Schedule 13D filed by the Reporting Persons on March 3, 2021, Amendment No. 2 to the Schedule 13D filed by the Reporting
Persons on August 6, 2021 and Amendment No. 3 to the Schedule 13D filed by the Reporting Persons on August 23, 2021 (“Schedule
13D”). Only those Items amended below are reported herein.
|
Item 1. |
Security and Issuer. |
This Schedule 13D is filed by the Reporting
Persons and relates to shares of the common stock, par value $0.0001 per share (“Common Shares”), CUSIP 043635606, of Ascent
Solar Technologies, Inc., a Delaware corporation (“Issuer”). The principal executive offices of the Issuer are located at
12300 Grant Street, Thornton, Colorado 80241. The Issuer’s Common Shares are listed on the Over the Counter Market under the symbol
“ASTI”.
|
Item
3. |
Source
and Amount of Funds or Other Consideration. |
Item
3 is amended and restated in its entirety as follows as of the date of this Amendment:
On
September 25, 2020, BD1 purchased from seven original noteholders unsecured promissory notes issued by the Issuer from January 2017 through
May 2020 (“Original Notes”). Certain of the Original Notes were convertible into the Issuer’s Common Shares, subject
to provisions limiting the holder’s ability to own more than 4.99% of the outstanding Common Shares. On December 18, 2020, BD1
and the Issuer entered into a securities exchange agreement (the “Exchange Agreement”) pursuant to which the Issuer issued
to BD1 two unsecured convertible promissory notes with principal amounts of $10,340,000 (the “First Exchange Note”) and $160,000
(the “Second Exchange Note”) solely in exchange for the Original Notes, without the payment of any additional consideration.
On August 16, 2021, BD1 sold and assigned a portion of the First Exchange Note equal to $600,000 in principal amount for a purchase price
of $600,000, and on each of January 3, 2022 and January 21, 2022, BD1 sold and assigned a portion of the First Exchange Note equal to
$1,000,000 in principal amount for a purchase price of $1,000,000. The Issuer issued to BD1 an unsecured convertible promissory note
with principal amount of $7,740,000 replacing the First Exchange Note (the “Replacement Note” and, together with the Second
Exchange Note, the “Exchange Notes”). On February 1, 2022, BD1 converted the Exchange Notes in full into 15,800,000 Common
Shares (as adjusted to reflect a reverse stock split of the Issuer’s Common Shares at a ratio of 1-5,000 on January 28, 2022 (the
“Reverse Stock Split”)).
On
August 2, 2021, BD1 and the Issuer entered into a securities purchase agreement (the “Securities Purchase Agreement”) pursuant
to which BD1 purchased from the Issuer an aggregate of 666,666,672 Common Shares for $10,000,000.08, in two tranches. As part of the
Reverse Stock Split, the Common Shares purchased pursuant to the Securities Purchase Agreement were exchanged into 133,334 Common Shares.
SCHEDULE
13D
CUSIP
No. 043635606 |
Page
6 of 8 pages |
The
source of funds used by BD1 to acquire the Original Notes and to acquire the Common Shares pursuant to the Securities Purchase
Agreement was its working capital, provided indirectly by Mr. and Mrs. Kuhn through BD Vermögensverwaltung GmbH, a German limited
liability company. BD1 is 100% owned by BD Vermögensverwaltung GmbH; BD Vermögensverwaltung GmbH is 100% owned by Solar Invest
International SE, a European company with its registered office in Luxembourg; Mr. and Mrs. Kuhn are the beneficial owners and members
of the board of directors of Solar Invest International SE.
The
information set forth in or incorporated by reference in Item 5 of this Schedule 13D/A is incorporated by reference in its entirety into
this Item 3.
|
Item
4. |
Purpose
of Transaction. |
Item
4 is amended and restated in its entirety as follows as of the date of this Amendment:
The
information set forth in or incorporated by reference in Item 3 of this Schedule 13D is incorporated by reference in its entirety into
this Item 4.
Each
Reporting Person purchased the Original Notes and purchased the Common Shares pursuant to the Securities Purchase Agreement based
on such Reporting Person’s belief that the Common Shares, in the case of the Original Notes when received upon conversion of the
Exchange Notes, represented an attractive investment opportunity. The Reporting Persons sold and assigned a portion of the First Exchange
Note equal to an aggregate $2,600,000 in principal amount for an aggregate purchase price of $2,600,000 for liquidity purposes.
As
of the date of this Schedule 13D and except as set forth herein, the Reporting Persons have no plans, proposals or negotiations that
relate to or would result in any of the matters set forth within (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons intend
to review their investment in the Issuer on a continuing basis and, depending on various factors including, without limitation, the Issuer’s
financial position, the price levels of the outstanding Common Shares, conditions in the securities market and general economic and industry
conditions, the Reporting Persons may, in the future, take such actions with respect to the Common Shares owned by them including, without
limitation, engaging in communications with management and the board of the Issuer, engaging in discussions with stockholders of the
Issuer or other third parties about the Issuer and the Reporting Persons’ investment, making recommendations or proposals to the
Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition), purchasing additional
Common Shares, selling some or all of their Common Shares, or taking any other action with respect to the Issuer or any of its securities
in any manner permitted by law or otherwise changing its intention with respect to any and all matters referred to in paragraphs (a)
through (j) of Item 4.
|
Item
5. |
Interest
in Securities of the Issuer. |
Item
5 is amended and restated in its entirety as follows as of the date of this Amendment:
(a)-(b)
The following information with respect to the ownership of Common Shares by the Reporting Persons filing this statement on Schedule 13D/A
is provided as of the date of this filing:
Reporting
Persons | |
Common
Shares Held Directly | | |
Shared
Voting Power | | |
Shared
Dispositive Power | | |
Beneficial
Ownership | | |
Percentage
Owned(1) | |
| |
| | |
| | |
| | |
| | |
| |
BD
1 Investment Holding, LLC | |
| 15,933,334 | | |
| 0 | | |
| 0 | | |
| 15,933,334 | | |
| 52.1 | % |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Johannes
Kuhn | |
| 15,933,334 | | |
| 0 | | |
| 0 | | |
| 15,933,334 | | |
| 52.1 | % |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Ute
Kuhn | |
| 15,933,334 | | |
| 0 | | |
| 0 | | |
| 15,933,334 | | |
| 52.1 | % |
(1)
Percentage calculated based on 30,609,249 Common Shares issued and outstanding as of February 7, 2022, as reported in the Issuer’s
Current Report on Form 8-K filed on February 8, 2022.
(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.
On
January 20, 2022, BD1 entered into a purchase agreement to sell and assign in a private sale a portion of an unsecured convertible promissory
note equal to $1,000,000 in principal amount for a purchase price of $1,000,000. At that time, which was prior to the Reverse Stock Split,
the assigned portion was convertible into 10,000,000,000 Common Shares.
On
February 1, 2022, BD1 converted $7,900,000 aggregate outstanding principal amount of convertible notes into 15,800,000 Common Shares
at a conversion price of $0.50 (as adjusted for the Reverse Stock Split).
(d)
Except as disclosed in this Schedule 13D/A, 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 Common Shares except for Bernd Förtsch, Crowdex Investment,
LLC and TubeSolar AG.
(e)
Not applicable.
|
Item
6. |
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
Item
6 is amended and restated in its entirety as follows as of the date of this Amendment:
BD1
is 100% owned by BD Vermögensverwaltung GmbH; BD Vermögensverwaltung GmbH is 100% owned by Solar Invest International SE, a
European company with its registered office in Luxembourg; Mr. and Mrs. Kuhn are the beneficial owners and members of the board of directors
of Solar Invest International SE.
The
Exchange Agreement and the Securities Purchase Agreement, which are incorporated herein by reference.
SCHEDULE
13D
CUSIP
No. 043635606 |
Page
7 of 8 pages |
|
Item
7. |
Materials
to be Filed as Exhibits. |
Item
7 is amended and restated in its entirety as follows as of the date of this Amendment:
Exhibit
99.1 Joint Filing Agreement among the Reporting Persons(1)
Exhibit
99.2 Exchange Agreement between BD 1 Investment Holding, LLC and the Issuer dated December 18, 2020(2)
Exhibit
99.3 Power of Attorney for Johannes Kuhn(2)
Exhibit
99.4 Power of Attorney for Ute Kuhn(1)
Exhibit
99.5 Securities Purchase Agreement between BD 1 Investment Holding, LLC and the Issuer dated August 2, 2021(3)
(1)
Previously filed with the Schedule 13D/A on March 3, 2021 and incorporated by reference
(2)
Previously filed with the Schedule 13D on December 29, 2020 and incorporated by reference
(3)
Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer on August 5, 2021
SCHEDULE
13D
CUSIP
No. 043635606 |
Page
8 of 8 pages |
SIGNATURE
After
reasonable inquiry, to the best of my knowledge and belief, I certify that the information set forth in this Schedule 13D/A is true,
complete and correct.
Date:
March 2, 2022 |
BD
1 INVESTMENT HOLDING, LLC |
|
|
|
|
By: |
/s/
Todd Steadman |
|
Name:
Title: |
Todd
Steadman
Manager |
Date:
March 2, 2022 |
/s/
Todd Steadman, attorney-in-fact |
|
Johannes
Kuhn |
Date:
March 2, 2022 |
/s/
Todd Steadman, attorney-in-fact |
|
Ute
Kuhn |