Item 5.02 Departure of Directors or Certain Officers:
Election of Directors; Appointment of Certain Officer; Compensatory Arrangements of Certain Officers.
| Item 5.02 (a) | Resignation of Existing Directors; Appointment of New Directors. |
At the request of the majority stockholders of Ascent
Solar Technologies, Inc. (the “Company”), each of Kong Hian Lee (aka Victor Lee), Amit Kumar, Kim Huntley and Will Clarke
resigned from the Company’s board of directors effective September 16, 2022. The resignations of these four directors were not the
result of any dispute or disagreement with the Company on any matter relating to the operations, policies or practices of the Company.
On September 16, 2022, the Company’s sole remaining
director, David Peterson, appointed the following four persons as new directors of the Company: Forrest Reynolds, Louis Berezovsky, Michael
French, and Felix Mantke. Each of these five directors of the Company are expected to stand for election by the stockholders at the Company’s
2023 annual stockholder meeting.
Each of Mr. Reynolds, Mr. French and Mr. Berezovsky
are independent directors within the meaning of the listing rules for the Nasdaq Capital Market. Each of Mr. Reynolds, Mr. French and
Mr. Berezovsky have been appointed to the board’s Audit Committee, Compensation Committee and Nominating and Governance Committee.
Mr. Berezovsky will be the Audit Committee chair. Mr. Reynolds will be the Compensation Committee chair. Mr. French will be the Nominating
and Governance Committee chair. Mr. Peterson was appointed board chair.
Certain biographical information regarding the Company’s
four new directors is set forth below.
Forrest Reynolds
Forrest Reynolds has over 28 years of business and
management experience and is currently the Managing Partner of CalTex Capital, LLC, a privately held investment firm, as well as a Managing
Director of The Vortex Group Family Office, LLC, a private family office, both of which are based in Texas. Previously, Mr. Reynolds served
as the Chief Restructuring Officer for Centaur Gaming, LLC, a gaming development company located in Indianapolis, Indiana. In this capacity,
Mr. Reynolds managed a $1.0 billion Chapter 11 bankruptcy reorganization for the company. Prior to that, Mr. Reynolds worked in the investment
banking industry for over 14 years holding various positions with several multinational investment banks including Credit Suisse, BT Alex
Brown (later Deutsche Bank) and UBS. Mr. Reynolds sits on the board of several private companies and is actively involved with several
charitable organizations. Mr. Reynolds graduated from The University of Texas at Austin where he received a B.B.A. in Finance and a B.A.
in Economics.
Louis Berezovsky
Louis Berezovsky joined Eagle Infrastructure Services
in July 2013 and leads the Finance and Accounting, M&A, Human Resources, Legal and IT functions. He has more than 30 years of experience
in senior financial management positions across a variety of industries including 25 years of working in private equity sponsored portfolio
companies. His accomplishments include the completion more than 60 acquisitions as well as multiple recapitalizations and successful sale
processes. Prior to joining Eagle, Mr. Berzovsky previously served as Executive Vice President and Chief Financial Officer of ABRA Auto
Body and Glass, Chief Financial Officer of ConvergeOne, and Chief Financial Officer of AIR-serv.
After receiving his B.S. in Accounting from the University
of Minnesota, Carlson School of Management, he began his career at a Minneapolis based CPA firm. He is a Certified Management Accountant
(CMA). He has also served as a member of the Board of Directors and as the Chairman of the Finance Committee for the Better Business Bureau
of Minnesota and North Dakota since 2012.
Michael French
Michael French is currently Vice President of Space
Systems for the Aerospace Industries Association. From February 2018 to July 2019, Mr. French was Senior Vice President, Commercial Space
at Bryce Space and Technology, a privately held management consulting and market analysis firm. From April 2017 to February 2018, Mr.
French was Principal at Port City Strategies, a privately held space industry consulting firm. From August 2011 to January 2017, Mr. French
was Chief of Staff and Deputy Chief of Staff at the National Aeronautics and Space Administration (“NASA”). Mr. French has
also held positions in the Executive Office of the President, The White House and as an attorney at Sheppard, Mullin, Richter, and Hampton
LLP. Mr. French also serves on the Federal Aviation Administration’s Commercial Space Transportation Advisory Committee. Mr. French
received a B.S. degree in Business Administration from the University of California, Berkeley in 1999 and J.D. from Harvard Law School
in 2002. Mr. French brings significant aerospace industry leadership experience and market insight, with a particular focus on industry-government
partnerships and investments across developing space technologies.
Felix Mantke
Felix T. Mantke is currently Chief Financial Officer
at TubeSolar AG, which is an investor in, and customer of, Ascent Solar. He has more than 20 years of professional experience in the fields
of accounting, controlling and auditing and has particular expertise in the areas of M&A and capital markets. Prior to joining TubeSolar
in 2021, Mr. Mantke spent five years working at Deloitte in Germany. Prior to that, he was Managing Director at Flick Gocke Schaumburg
in Munich after having worked at BDO AG in Frankfurt. At the beginning of his career, Mr. Mantke held various positions at Ernst &
Young in Berlin, Boston, Moscow and Munich and moved to H.C. Stark GmbH in 2012 as Head of Group Accounting/Capital Markets.
| Item 5.02 (b) | Departure of Chief Executive Officer. |
On September 21, 2022, Kong Hian Lee (aka Victor Lee)
resigned from his position as Chief Executive Officer of the Company. Mr. Lee’s resignation was not the result of any dispute or
disagreement with the Company or the Company’s board on any matter relating to the operations, policies or practices of the Company.
The Company has commenced a search for a new CEO and
expects to make an announcement regarding its new executive leadership in the near future.
| Item 5.02(e) | Compensatory Arrangements of Certain Officers. |
In connection with Mr. Lee’s resignation as
CEO, the Company and Mr. Lee entered into a Separation Agreement and Release of Claims dated September 21, 2022 (the “Separation
Agreement”).
Under the Separation Agreement Mr. Lee will be entitled,
subject to his non-revocation of a general release of claims in favor of the Company, to the following separation benefits: (i) the Company
will continue to pay to Mr. Lee his current base salary for the next 12 months; (ii) the Company will pay Mr. Lee’s $200,000 declared
but unpaid cash bonus in two installments; and (iii) the Company shall pay COBRA premiums at the Company’s current contribution
level for the next 12 months.
The foregoing description of the terms and conditions
of the Separation Agreement does not purport to be complete and is qualified in its entirety by the full text of the Separation Agreement,
a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.