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) NOT APPLICABLE
|
| 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 15,433,334 Common Shares (See Item 5)
|
| 8 |
SHARED
VOTING POWER 0 Common Shares |
| 9 |
SOLE
DISPOSITIVE POWER 15,433,334 Common Shares (See Item 5) |
| 10 |
SHARED
DISPOSITIVE POWER 0 Common Shares |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PARTY
15,433,334
Common Shares |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 45.5%(1) |
| 14 |
TYPE
OF REPORTING PERSON* CO |
(1)
Percentage calculated based on 33,930,812 Common Shares issued and
outstanding as of December 19, 2022, as reported in the Issuer’s Schedule 14C filed on December 23, 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) NOT APPLICABLE |
| 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 15,433,334 Common Shares (1) (See Item 5) |
| 8 |
SHARED
VOTING POWER 0 Common Shares |
| 9 |
SOLE
DISPOSITIVE POWER 15,433,334 Common Shares (1) (See Item 5) |
| 10 |
SHARED
DISPOSITIVE POWER 0 Common Shares |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PARTY
15,433,334
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) 45.5%(2) |
| 14 |
TYPE
OF REPORTING PERSON* IN |
(1)
Mr. Johannes Kuhn is the 100% beneficial owner of BD1.
(2)
Percentage calculated based on 33,930,812 Common Shares issued and outstanding
as of December 19, 2022, as reported in the Issuer’s Schedule 14C filed on December 23, 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) NOT APPLICABLE |
| 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 15,433,334 Common Shares(1) (See Item 5) |
| 8 |
SHARED
VOTING POWER 0 Common Shares |
| 9 |
SOLE
DISPOSITIVE POWER 15,433,334 Common Shares(1) (See Item 5) |
| 10 |
SHARED
DISPOSITIVE POWER 0 Common Shares |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PARTY
15,433,334 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) 45.5%(2) |
| 14 |
TYPE
OF REPORTING PERSON* IN |
(1)
Mrs. Ute Kuhn is the 100% beneficial owner of BD1.
(2)
Percentage calculated based on 33,930,812 Common Shares issued and outstanding
as of December 19, 2022, as reported in the Issuer’s Schedule 14C filed on December 23, 2022.
SCHEDULE
13D
| CUSIP
No. 043635606 |
Page
5 of 8 pages |
Background.
The undersigned hereby file this Amendment No. 5 (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, as amended by Amendment No. 3 to the Schedule 13D filed by the
Reporting Persons on August 23, 2021, and as amended by Amendment No. 4 to the Schedule 13D filed by the Reporting Persons on March 2,
2022 (“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 Nasdaq 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 February 3, 2023, BD1 disposed of 500,000
shares of common stock of the Issuer, representing an aggregate dollar value of $695,000 for a purchase price of 750,000 shares of common
stock of Arion Agrophotovoltaic Private Limited, a private company incorporated in Singapore.
|
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. Additionally, undersigned understands
that the aggregate number of shares of Common Stock outstanding as of December 19, 2022 was 33,930,812, which is an increase from the
30,609,249 shares of Common Stock that were outstanding on February 7, 2022, the date that the undersigned filed Amendment No. 4 to Schedule
13D. As a result of such increase in the aggregate number of outstanding shares of Common Stock, the aggregate percentage of outstanding
shares of Common Stock that the undersigned may be deemed to beneficially own decreased.
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.
SCHEDULE
13D
| CUSIP
No. 043635606 |
Page
6 of 8 pages |
|
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 | |
| 15,433,334 | | |
| 0 | | |
| 0 | | |
| 15,433,334 | | |
| 45.5 | % |
(1) Percentage calculated based on 33,930,812
Common Shares issued and outstanding as of December 19, 2022, as reported in the Issuer’s Schedule 14C filed on December 23, 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 February 3, 2023, BD1 disposed of 500,000
shares of common stock of the Issuer, representing an aggregate dollar value of $695,000 for a purchase price of 750,000 shares of common
stock of Arion Agrophotovoltaic Private Limited, a private company incorporated in Singapore.
(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.
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)
(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
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:
February 3, 2023 |
BD
1 INVESTMENT HOLDING, LLC |
| |
|
|
| |
By: |
/s/
Todd Steadman |
| |
Name:
Title: |
Todd
Steadman
Manager |
| Date:
February 3, 2023 |
/s/
Todd Steadman, attorney-in-fact |
| |
Johannes
Kuhn |
| Date:
February 3, 2023 |
/s/
Todd Steadman, attorney-in-fact |
| |
Ute
Kuhn |