CUSIP No. 043635606 | Schedule 13D | Page 2 of 8 pages |
1. |
Names
of Reporting Persons.
Bernd
Förtsch |
2. |
Check
the Appropriate Box if a Member of a Group (See Instructions).
(a)
☒ (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
5,545,042(1)
Common Shares (See Item 5) |
8. |
Shared
Voting Power
|
9. |
Sole
Dispositive Power
5,545,042(1)
Common Shares (See Item 5) |
10. |
Shared
Dispositive Power
|
11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
5,545,042(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)
18.1%(2) |
14. |
Type
of Reporting Person (See Instructions)
IN |
(1) |
Mr.
Förtsch owns, beneficially, a controlling interest in TubeSolar AG. Mr. Förtsch disclaims beneficial ownership over any
of the Common Shares reported by TubeSolar AG in this statement. Mr. Förtsch is the 100% indirect beneficial owner of Crowdex
Investment, LLC (“Crowdex”), which currently owns beneficially 5,545,042 Common Shares. |
(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. |
CUSIP No. 043635606 | Schedule 13D | Page 3 of 8 pages |
1. |
Names
of Reporting Persons.
Crowdex
Investment, LLC |
2. |
Check
the Appropriate Box if a Member of a Group (See Instructions).
(a)
☒ (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
Delaware |
Number
of Shares
Beneficially
Owned by
Each
Reporting Person
With |
7. |
Sole
Voting Power
5,545,042(1)
Common Shares (See Item 5) |
8. |
Shared
Voting Power
|
9. |
Sole
Dispositive Power
5,545,042(1)
Common Shares (See Item 5) |
10. |
Shared
Dispositive Power
|
11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
5,545,042(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)
18.1%(2) |
14. |
Type
of Reporting Person (See Instructions)
CO |
(1) |
Includes
Common Shares issued upon the conversion by Crowdex of 1,300 shares of Series 1A Preferred Stock of the Issuer on February 1, 2022
(as adjusted for 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”)). |
(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. |
CUSIP No. 043635606 | Schedule 13D | Page 4 of 8 pages |
1. |
Names
of Reporting Persons.
TubeSolar
AG |
2. |
Check
the Appropriate Box if a Member of a Group (See Instructions).
(a)
☒ (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
4,961,234
Common Shares(1) (See
Item 5) |
8. |
Shared
Voting Power
|
9. |
Sole
Dispositive Power
4,961,234
Common Shares(1) (See
Item 5) |
10. |
Shared
Dispositive Power
|
11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
4,961,234
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)
16.2%(2) |
14. |
Type
of Reporting Person (See Instructions)
CO |
(1) |
Includes
Common Shares issued upon the conversion by TubeSolar AG of 2,400 shares of Series 1A Preferred Stock of the Issuer on February 1,
2022 (as adjusted for the Reverse Stock Split). |
(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. |
CUSIP No. 043635606 | Schedule 13D | Page 5 of 8 pages |
Background.
The
undersigned hereby file this Schedule 13D as an amendment and restatement of (i) the Schedule 13D filed by Mr. Bernd Förtsch, a
citizen of Germany, and Crowdex Investment, LLC, a Delaware limited liability company (“Crowdex”), on October 5, 2020,
as amended by Amendment No. 1, filed December 1, 2020, and (ii) the Schedule 13D filed by Mr. Förtsch and TubeSolar AG, a German
public limited company (“TubeSolar”), on January 15, 2021. Mr. Förtsch and TubeSolar will no longer report under
Section 13 of the Act, separately from Mr. Förtsch and Crowdex, regarding their ownership of the Issuer’s equity securities.
Item
1. |
Security
and Issuer. |
This
Schedule 13D relates to the common stock, par value $0.0001 per share (the “Common Shares”), CUSIP 043635606, 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) Bernd Förtsch, a citizen of Germany, (ii) Crowdex Investment,
LLC, a Delaware limited liability company, and (iii) TubeSolar AG, a German public limited company, which is a developer of photovoltaic
thin-film tubes (collectively, the “Reporting Persons”). The agreement between the Reporting Persons relating to
the joint filing of this Schedule 13D is attached as Exhibit 99.1. The address of each of Mr. Förtsch and Crowdex is 1675 South
State Street, Suite B, Dover, DE 19901, and the address of TubeSolar 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.
CUSIP No. 043635606 | Schedule 13D | Page 6 of 8 pages |
(f)
The name, business address, present principal occupation or employment and citizenship of each director and executive officer of Crowdex
is David Peterson, Manager of Crowdex, with an address of 1675 South State Street, Suite B, Dover, DE 19901. Mr. Peterson is a citizen
of the United States. Mr. Peterson is also a director of the Issuer.
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.
Jürgen
Gallina – Member, Management Board
Felix
Mantke – Member, Management Board
Stefan
Müller – Board of Directors (Supervisory Board)
Jeanette
Steinbach – Board of Directors (Supervisory Board)
Herbert
Seuling – Chairman of the 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 originally acquire the shares of Series 1A Preferred Stock subsequently
converted into Common Shares was working capital, a portion of which was provided indirectly by Mr. Förtsch. The source of the funds
used by Crowdex to acquire the shares of Series 1A Preferred Stock subsequently converted into Common Shares was working
capital, provided indirectly by Mr. Förtsch. On September 22, 2020, Penumbra Solar, Inc., an affiliate of Crowdex, assigned to Crowdex
a convertible promissory note previously issued by the Issuer in the amount of $250,000, which was subsequently converted, together with
accrued interest, into Common Shares.
Item
4. |
Purpose
of Transaction. |
On
September 22, 2020, the Issuer entered into a securities purchase agreement with Crowdex for the private placement of up to $5,000,000
of the Issuer’s Series 1A Preferred Stock, and sold 2,000 shares of Series 1A Preferred Stock to Crowdex in exchange for $2,000,000
of gross proceeds. On November 27, 2020, the Issuer issued to Crowdex a $500,000 unsecured convertible promissory note for $500,000 of
gross proceeds. On December 31, 2020, the Issuer sold 500 shares of Series 1A Preferred Stock to Crowdex in exchange for the cancellation
of the note.
On
September 22, 2020, Penumbra Solar, Inc., an affiliate of Crowdex, assigned to Crowdex a convertible promissory note previously issued
by the Issuer in the amount of $250,000.
On
January 4, 2021, the Issuer entered into a securities purchase agreement with TubeSolar for the purchase of 2,500 Series 1A Preferred
Stock in exchange for $2,500,000 of gross proceeds.
All
of the shares of Series 1A Preferred Stock and, with respect to Crowdex, the note, together with accrued interest, have been converted
into Common Shares.
Each
Reporting Person made its respective investments based on such Reporting Person’s belief that the Common Shares represented an
attractive investment opportunity.
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.
CUSIP No. 043635606 | Schedule 13D | Page 7 of 8 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
Owned(1) | |
Bernd Förtsch | |
| 5,545,042 | | |
| 0 | | |
| 0 | | |
| 5,545,042 | | |
| 18.1 | % |
Crowdex Investment, LLC | |
| 5,545,042 | | |
| 0 | | |
| 0 | | |
| 5,545,042 | | |
| 18.1 | % |
TubeSolar AG | |
| 4,961,234 | | |
| 0 | | |
| 0 | | |
| 4,961,234 | | |
| 16.2 | % |
(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.
Between January 4 and 13,
2022 (prior to the Reverse Stock Split), TubeSolar sold an aggregate 93,273,539 Common Shares in open market sales at prices ranging
from $0.005 to $0.0075.
On February 1, 2022, TubeSolar
converted 2,400 shares of Series 1A Preferred Stock into 4,800,000 Common Shares and Crowdex converted 1,300 shares of Series 1A Preferred
Stock into 2,600,000 Common Shares at a conversion price of $0.50 (as adjusted for the Reverse Stock Split) per the stated value of the
Series 1A Preferred Stock, which is $1,000 per share.
(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 BD 1 Investment Holding, LLC and
Johannes and Ute Kuhn.
(e)
Not applicable.
Item
6. |
Contracts,
Arrangement, Understandings or Relationships with Respect to Securities of the Issuer. |
Crowdex
is 100% owned by Crowdex GmbH; Crowdex GmbH is 100% owned by BF Holding GmbH; BF Holding GmbH is 100% owned by Bernd Förtsch.
David Peterson is the Manager of Crowdex. Mr. Peterson is also a director of the Issuer.
Mr.
Förtsch directly and indirectly owns a controlling interest in TubeSolar. Mr. Förtsch disclaims beneficial ownership over any
of the Common Shares reported by TubeSolar in this statement.
Item
7. |
Materials
to be Filed as Exhibits. |
Exhibit 99.1 Joint Filing Agreement among the Reporting Persons.
Exhibit 99.2 Series 1A Securities Purchase Agreement dated September 22, 2020, by and between the Issuer and Crowdex Investment, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer on September 30, 2020).
Exhibit
99.3 Amendment to Series 1A Securities Purchase Agreement dated December 31, 2020, by and between the Issuer and Crowdex Investment,
LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer on January 6, 2021).
Exhibit 99.4 Tranche 2 Series 1A 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. 043635606 | Schedule 13D | Page 8 of 8 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:
March 2, 2022 |
By: |
/s/
David Peterson, on behalf of Bernd Förtsch |
|
|
Bernd
Förtsch |
Date:
March 2, 2022 |
CROWDEX
INVESTMENT, LLC |
|
|
|
|
By: |
/s/
David Peterson |
|
Name: |
David
Peterson |
|
Its: |
Manager |
|
|
|
Date:
March 2, 2022 |
TUBESOLAR
AG |
|
|
|
|
By: |
/s/
Jürgen Gallina |
|
Name: |
Jürgen
Gallina |
|
Its: |
Manager |