UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
(Amendment
No. 6)
Under
the Securities Exchange Act of 1934
Ascent
Solar Technologies, Inc.
(Name of Issuer)
Common
Stock, Par Value $0.0001
(Title of Class of Securities)
043635606
(CUSIP Number)
BD
1 Investment Holding, LLC
1675
South State Street, Suite B
Dover,
DE 19901
310-266-3528
(Name,
Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
March
17, 2023
(Date
of Event which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(e), 1(f) or
1(g), check the following box. [ ]
Note:
Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7
for other parties to whom copies are to be sent.
* The
remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover
page.
The
information required on the remainder of this cover page shall not
be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
(Continued
on following pages)
(Page
1 of 8 pages)
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 12,433,334 Common Shares (See Item 5)
|
8 |
SHARED
VOTING POWER 0 Common Shares
|
9 |
SOLE
DISPOSITIVE POWER 12,433,334 Common Shares (See Item
5)
|
10 |
SHARED
DISPOSITIVE POWER 0 Common Shares
|
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PARTY
12,433,334
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)
33.67%(1) |
14 |
TYPE
OF REPORTING PERSON* CO |
(1)
Percentage calculated based on 36,928,917 Common Shares issued and
outstanding as of March 10, 2023 reported in the Issuer’s Annual
Report on Form 10-K filed on March 10, 2023.
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 12,433,334 Common Shares (1) (See Item
5)
|
8 |
SHARED
VOTING POWER 0 Common Shares
|
9 |
SOLE
DISPOSITIVE POWER 12,433,334 Common Shares (1) (See Item
5)
|
10 |
SHARED
DISPOSITIVE POWER 0 Common Shares
|
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PARTY
12,433,334
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)
33.67%(2)
|
14 |
TYPE
OF REPORTING PERSON* IN
|
(1)
Mr. Johannes Kuhn is the 100% beneficial owner of BD1.
(2)
Percentage calculated based on 36,928,917 Common Shares issued and
outstanding as of March 10, 2023 reported in the Issuer’s Annual
Report on Form 10-K filed on March 10, 2023.
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 12,433,334 Common Shares(1) (See Item
5)
|
8 |
SHARED
VOTING POWER 0 Common Shares
|
9 |
SOLE
DISPOSITIVE POWER 12,433,334 Common Shares(1) (See Item
5)
|
10 |
SHARED
DISPOSITIVE POWER 0 Common Shares
|
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PARTY
12,433,334 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)
33.67%(2) |
14 |
TYPE
OF REPORTING PERSON* IN |
(1)
Mrs. Ute Kuhn is the 100% beneficial owner of BD1.
(2)
Percentage calculated based on 36,928,917 Common Shares issued and
outstanding as of March 10, 2023 reported in the Issuer’s Annual
Report on Form 10-K filed on March 10, 2023.
SCHEDULE
13D
CUSIP
No. 043635606 |
Page
5 of 8 pages |
Background.
The undersigned hereby file this Amendment No. 6 (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, as amended by Amendment No. 4
to the Schedule 13D filed by the Reporting Persons on March 2,
2022, as amended by Amendment No. 5 to the Schedule 13D filed by
the Reporting Persons on February 6, 2023 (“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 March 17, 2023, BD1 transferred of 3,000,000 shares of common
stock of the Issuer to make a payment under an existing promissory
note. The parties to the existing promissory note agreed to value
the transferred shares at $0.60 per share.
|
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 March
10, 2023 was 36,928,917, which is an increase from the 33,930,812
shares of Common Stock that were outstanding on December 19, 2022
the date that the undersigned filed Amendment No. 5 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 |
|
|
12,433,334
|
|
|
|
0 |
|
|
|
0 |
|
|
|
12,433,334
|
|
|
|
33.67 |
% |
(1) Percentage calculated based on 36,928,917 Common Shares issued
and outstanding as of March 10, 2023, as reported in the Issuer’s
Annual Report on Form 10-K filed on March 10, 2023.
(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 March 17, 2023, BD1 disposed of 3,000,000 shares of common stock
of the Issuer, to make a payment under an existing promissory note.
The parties to the existing promissory note agreed to value the
transferred shares at $0.60 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 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(3)
Exhibit
99.4 Power of Attorney for Ute Kuhn(3)
Exhibit
99.5 Power of Attorney for BD1 Investment Holding
LLC(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)
Filed herewith.
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 29, 2023 |
BD
1 INVESTMENT HOLDING, LLC |
|
|
|
|
By: |
/s/
James H. Carroll |
|
Name:
Title:
|
James
H. Carroll
Attorney-in
fact
|
Date:
March 29, 2023 |
/s/
James H. Carroll, attorney-in-fact |
|
Johannes
Kuhn |
Date:
March 29, 2023 |
/s/
James H. Carroll, attorney-in-fact |
|
Ute
Kuhn |
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